Full Press Release Details
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (this "Agreement") is dated as of October 28, 2025, by and between Cybin Inc., a corporation incorporated under the laws of the Province of Ontario, Canada (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").
Whereas, subject to the terms and conditions set forth in this Agreement and pursuant to a short form base prospectus under Canadian Securities Laws (as defined below) and an effective registration statement under the U.S. Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement (the "Offering").
Now, Therefore, In Consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:
1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:
"Affiliate" means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the U.S. Securities Act.
"Applicable Laws" means, in relation to any person or persons, the Applicable Securities Laws and all other statutes, regulations, rules, orders, by-laws, codes, ordinances, decrees, the terms and conditions of any grant of approval, permission, authority or license, or any judgment, order, decision, ruling, award, policy or guidance document, of any Governmental Authority that are applicable to such person or persons or its or their business, undertaking, property or securities and emanate from a Governmental Authority, having jurisdiction over the person or persons or its or their business, undertaking, property or securities.
"Applicable Securities Laws" means, collectively, Canadian Securities Laws and U.S. Securities Laws.
"Authorization" means any approval, consent, exemption, ruling, authorization, notice, permit, including an import permit or export permit, or acknowledgement that may be required from any Governmental Authority pursuant to Applicable Law, or which is otherwise required under Applicable Law for the parties to perform their obligations under this Agreement or in relation to a study, including any dealer's license under the FDR-J, ethical review board approval or other authorization for a study, or other authorizations related to the Business.
"Business" means the business of delivery of psilocin, psilocybin, DMT, DMT analogs, psilocybin analogues, and a range of tryptamines and phenylethylamines, other restricted drugs or controlled substances, or other drug substances for therapeutic purposes, including the development, formulation and compounding of Drug Products including the above or other drug substances, including in the context of clinical trials, research, development, commercialization, licensing, service delivery; development of drug and device combination products for the delivery of drugs; development of a psychotherapy model, or other contexts within the pharmaceutical, biotechnology, and medical device fields.
"Business Day" means any day other than Saturday, Sunday or other day (excluding Lincoln's Birthday (February 12) and Election Day) on which commercial banks in The City of New York are authorized or required by law or other governmental action to remain closed; provided that, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to "stay at home", "shelter-in-place", "non-essential employee" or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally open for use by customers on such day.
"Canadian Base Prospectus" has the meaning ascribed to such term in Section 3.1(ii)(B).
"Canadian Base Shelf Prospectus" has the meaning ascribed to such term in Section 3.1(ii)(B).
"Canadian Company Counsel" means Aird & Berlis LLP.
"Canadian Jurisdictions" means each of the provinces and territories of Canada.
"Canadian Prospectus" has the meaning ascribed to such term in Section 3.1(ii)(B).
"Canadian Prospectus Supplement" has the meaning ascribed to such term in Section 3.1(ii)(B).
"Canadian Qualifying Authorities" has the meaning ascribed to such term in Section 3.1(ii)(B).
"Canadian Securities Laws" means all Applicable Securities Laws of each of the Canadian Jurisdictions and the respective rules and regulations under such laws together with applicable published national, multilateral and local policy statements, instruments, notices, blanket orders and rulings of the Securities Commissions in the Canadian Jurisdictions.
"Cboe" means Cboe Canada Inc.
"CDS" means CDS Clearing and Depository Services Inc.
"CDSA" means the Controlled Drugs and Substances Act (Canada).
"Clinical Trials" has the meaning ascribed to such term in Section 3.1(pp) of this Agreement.
"Closing" means the closing of the purchase and sale of the Securities pursuant to Section 2.1.
"Closing Date" means October 31, 2025, or any other such date as is agreed to by the Purchaser and the Company in writing, provided that all of the Transaction Documents have been executed and delivered by the applicable parties thereto and all conditions precedent to (i) the Purchasers' obligations to pay the Subscription Amount and (ii) the Company's obligations to deliver the Securities, in each case, have been satisfied or waived.
"Code" has the meaning ascribed to such term in Section 3.1(kk) of this Agreement.
"Common Shares" means common shares in the capital of the Company.
"Company's Auditors" means Zeifmans LLP.
"Continuous Disclosure Materials" means the Registration Statement, the Prospectuses and the documents incorporated by reference therein.
"Criminal Code" means the Criminal Code (Canada).
"Cybin Entity" means the Company and each Subsidiary.
"DEA" means United States Drug Enforcement Agency.
"Decision Document" has the meaning ascribed to such term in Section 3.1(ii)(B).
"Disclosed Principal" means an agent or trustee for a principal.
"Disclosure Time" means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof, unless otherwise instructed as to an earlier time by the Placement Agents, and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof, unless otherwise instructed as to an earlier time by the Placement Agents.
"DMT" means N,N-Dimethyltryptamine.
"Drug Product" means any drug product regulated for sale or use under supervision of a health care practitioners and that includes an active pharmaceutical ingredient that is psilocin, psilocybin, DMT, psilocybin analogues, and a range of tryptamines and phenylethylamines, and other restricted drugs or controlled substances in the jurisdictions in which the Company operates.
"Employee Plans" has the meaning ascribed to such term in Section 3.1(bbb) of this Agreement.
"Engagement Letter" shall have the meaning set forth in Section 5.20(b).
"Environmental Laws" has the meaning ascribed to such term in Section 3.1(ss) of this Agreement.
"Environmental Permits" has the meaning ascribed to such term in Section 3.1(ss) of this Agreement.
"Exchanges" means, together, Cboe and NYSE American.
"FCPA" means the Foreign Corrupt Practices Act of 1977, as amended.
"FDA (Canada)" means the Food and Drugs Act (Canada).
"FDA (US)" means the United States Food and Drug Administration.
"FDR-C" means part C of the Food and Drugs Regulations (Canada) of the FDA (Canada).
"FDR-J" means part J of the Food and Drugs Regulations (Canada) of the CDSA.
"Governmental Authority" means and includes, without limitation, any national or federal government, province, state, territory, municipality or other political subdivision of any of the foregoing, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing.
"Hazardous Substances" has the meaning ascribed to such term in Section 3.1(ss) of this Agreement.
"Intellectual Property" means collectively, all intellectual property rights of whatsoever nature, kind or description, including all: (a) trademarks, service marks, trade-mark and service mark registrations, trade-mark and service mark applications, rights under registered user agreements, trade names and other trade-mark and service mark rights, including associated goodwill; (b) copyrights and applications therefor, including all computer software and rights related thereto and any associated waivers of moral rights; (c) all foreign and domestic patents and patent applications (including all provisional, divisional, substitution, continuation and continuation in-part applications, and all foreign counterparts thereof) and all foreign and domestic patents (including extensions, reissues re-examinations, renewals, inventors certificates and foreign counterparts thereof); (d) trade secrets and proprietary and confidential information; (e) industrial designs and registrations thereof and applications therefor; (f) renewals, modifications, developments and extensions of any of the items listed in clauses (a) through (e) above; and (g) patterns, plans, designs, research data, other proprietary know-how, processes, drawings, technology, inventions, formulae, specifications, performance data, quality control information, unpatented blue prints, flow sheets, equipment and parts lists, instructions, manuals, records and procedures, and all licenses, agreements and other contracts and commitments relating to any of the foregoing.
"Intellectual Property Rights" means all industrial and other intellectual property rights comprising or relating to (a) trademarks, trade dress, trade and business names, branding, brand names, logos, design rights, corporate names and domain names and other similar designations of source, sponsorship, association or origin, together with the goodwill symbolized by any of the foregoing; (b) internet domain names registered by any authorized private registrar or Governmental Authority, web addresses, web pages, website and URLs; (c) works of authorship, expressions, designs and industrial design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, data, data files, and databases and other specifications and documentation; (d) inventions, discoveries, trade secrets, business and technical information, know-how, databases, data collections, patent disclosures and other confidential or proprietary information; and (e) all industrial and other intellectual property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered, such registered rights including patent, registered plant breeders' rights, trademark, industrial design, copyright, and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection under the Applicable Law of any jurisdiction in any part of the world.
"Leased Premises" means the premises which the Company and any Cybin Entity occupy as a tenant, as the case may be, which are material to the Company and any Cybin Entity, as the case may be.
"Licenses" has the meaning ascribed to such term in Section 3.1(g) of this Agreement
"Liens" means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
"Material Adverse Effect" means the effect (i) resulting from any event, fact, or change that is materially adverse to the business, assets (including intangible assets), affairs, operations, earnings, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise), prospects or results of operations of the Company and any of the Subsidiaries, taken as a whole, whether or not arising in the Ordinary Course of business, (ii) that would result from any of the Transaction Documents containing a misrepresentation within the meaning of Applicable Securities Laws or (iii) which materially delays or materially impairs the ability of the Company to comply, or prevents the Company from timely complying, with its obligations under this Agreement, the other Transaction Documents, or with respect to the Closing, or would reasonably be expected to do so.
"Material Subsidiaries" means those Subsidiaries listed in Exhibit D.
"Member" has the meaning ascribed to such term in Section 3.1(hhh) of this Agreement;
"Money Laundering Laws" has the meaning ascribed to such term in Section 3.1(ggg) of this Agreement.
"NHPR" means the Natural Health Product Regulations (Canada) of the FDA (Canada).
"NI 44-101" has the meaning ascribed to such term in Section 3.1(ii)(B).
"NI 51-102" means National Instrument 51-102 Continuous Disclosure Obligations.
"NYSE American" means NYSE American LLC.
"Offering" shall have the meaning ascribed to such term on the face page of this Agreement.
"Ordinary Course" means, with respect to an action taken by a person, that such action is consistent in all material respects with past practices of the person and is taken in the ordinary course of the normal day-to-day operations of the person, in each case, as is determined as of the relevant date.
"OSC Rule 72-503" means OSC Rule 72-503 - Distributions Outside Canada.
"PATRIOT Act" has the meaning ascribed to such term in Section 3.2(n) of this Agreement.
"PCMLTFA" has the meaning ascribed to such term in Section 3.2(n) of this Agreement.
"Per Pre-funded Warrant Purchase Price" equals the Per Share Purchase Price less $0.00001.
"Per Share Purchase Price" equals $6.51.
"Person" means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
"Personal Data" has the meaning ascribed to such term in Section 3.1(ss) of this Agreement.
"Placement Agents" means, collectively, Jefferies LLC, TD Securities (USA) LLC, Bloom Burton Securities Inc. and Cantor Fitzgerald & Co.
"Pre-funded Warrants" means the pre-funded warrants, in the form of Exhibit A attached hereto, issued to each Purchaser pursuant to this Agreement.
"Pre-funded Warrant Shares" means the Common Shares issuable upon exercise of the Pre-funded Warrants.
"Prospectuses" has the meaning ascribed to such term in Section 3.1(ii)(C).
"Proceeding" means an action, claim, suit, arbitration, hearing, investigation, notice of violation, inquiry or proceeding (including an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened in writing or (to the Company's knowledge) otherwise.
"Purchaser" shall have the meaning ascribed to such term on the face page of this Agreement, and shall include any Disclosed Principal.
"Purchaser Party" shall have the meaning ascribed to such term in Section 4.8 of this Agreement.
"Qualified Institutional Buyer" means a "qualified institutional buyer" as defined in Rule 144A under the U.S. Securities Act that is also a U.S. Accredited Investor.
"Registration Statement" has the meaning ascribed to such term in Section 3.1(ii)(C).
"Regulation S" means Regulation S under the U.S. Securities Act.
"Reviewing Authority" has the meaning ascribed to such term in Section 3.1(ii)(B).
"Rules and Regulations" has the meaning ascribed to such term in Section 3.1(ii)(C).
"Sanctioned Countries" has the meaning ascribed to such term in Section 3.1(hhh)(i)(B) of this Agreement.
"Sanctions" has the meaning ascribed to such term in Section 3.1(hhh)(i)(A) of this Agreement.
"SEC" means the United States Securities and Exchange Commission.
"Securities" means the Shares, the Pre-funded Warrants, the Warrants, the Pre-funded Warrant Shares and Warrant Shares.
"Securities Commissions" means the applicable securities commission or regulatory authority in each of the Canadian Jurisdictions and "Securities Commissions" means all of them;
"Shares" means the Common Shares issued to each Purchaser pursuant to this Agreement.
"Shelf Procedures" has the meaning ascribed to such term in Section 3.1(ii)(B).
"Short Sales" means all "short sales" as defined in Rule 200 of Regulation SHO under the U.S. Exchange Act (but shall not be deemed to include locating and/or borrowing Common Shares).
"Subscription Amount" means, as to each Purchaser, the aggregate amount to be paid for Shares and Pre-funded Warrants purchased hereunder as specified below such Purchaser's name on the signature page of this Agreement and next to the heading "Subscription Amount," in United States dollars and in immediately available funds.
"Subsidiary" means those entities listed in Exhibit C, and "Subsidiaries" means all of them.
"Tax Act" means the Income Tax Act (Canada) and the regulations thereunder, both as amended from time to time and any proposed amendments thereto announced publicly by or on behalf of the Minister of Finance (Canada) on or prior to the date of this Agreement.
"Taxes" has the meaning ascribed to such term in Section 3.1(hh) of this Agreement.
"Trade Sanctions" has the meaning ascribed to such term in Section 3.2(j) of this Agreement.
"Trading Day" means a day on which the NYSE American is open for trading.
"Trading Market" means any of the following markets or exchanges on which the Common Shares are listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the Toronto Stock Exchange, TSX Venture Exchange or Cboe (or any successors to any of the foregoing).
"Transaction Documents" means this Agreement, the Warrants, the Pre-funded Warrants and the Placement Agency Agreement, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder and thereunder.
"Transfer Agent" means Odyssey Trust Company, at its principal office in Calgary, Alberta, and any successor transfer agent of the Company.