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Cybin Announces Additional Adelia Milestone Achievements

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Cybin Inc. (NYSE AMERICAN:CYBN) announced that its subsidiary, Adelia Therapeutics, has met certain milestones for Year 1 Q3 as per a December 4, 2020 agreement. In recognition, 9,392.6 Class B shares will be issued to Adelia shareholders, valued at approximately $317,471.09. These shares can be exchanged for Cybin common shares at a ratio of 10 to 1, subject to specific timing restrictions. Cybin focuses on psychedelic therapies for psychiatric disorders, leveraging innovative drug discovery and delivery methods.

Positive
  • Achievement of milestones by Adelia Therapeutics demonstrates progress in Cybin's strategy.
  • Issuance of Class B shares worth approximately $317,471 could strengthen ties with Adelia shareholders.
Negative
  • Exchange of Class B shares is subject to a strict timeline, which may delay potential ownership conversion.
  • The reliance on milestones for financial recognition poses risks if future targets are not met.

TORONTO--(BUSINESS WIRE)-- Cybin Inc. (NEO:CYBN) (NYSE AMERICAN:CYBN) (“Cybin” or the “Company”), a biotechnology company focused on psychedelic pharmaceutical therapies, is pleased to announce that Adelia Therapeutics Inc. (“Adelia”), a wholly-controlled subsidiary of Cybin, has achieved certain milestones for Year 1 Q3 (iv)-(vi), as contemplated by the terms of a contribution agreement dated December 4, 2020 (the “Transaction Agreement”) among Cybin, Cybin Corp., Cybin US Holdings Inc. (the “Acquiror”), a wholly-controlled subsidiary of Cybin, and all of the previous shareholders of Adelia (the “Adelia Shareholders”).

Pursuant to the terms of the Transaction Agreement, 9,392.6 Class B common shares in the capital of the Acquiror (the “Class B Shares”) shall be issued to the Adelia Shareholders, in satisfaction of the $317,471.09 (approximately US $251,581.81) due to them on meeting a portion of the relevant milestones, at an effective issue price of $33.80 per Class B Share. The Class B Shares issued by the Acquiror to the Adelia Shareholders are exchangeable for common shares in the capital of Cybin (the “Cybin Shares”) on a 10 Cybin Shares for 1 Class B Share basis, at the option of the holder thereof, subject to customary adjustments. No Class B Shares are exchangeable prior to December 14, 2021, and not more than: (i) 33 1/3% of the Class B Shares will be exchangeable prior to December 14, 2022; (ii) 66 2/3% of the Class B Shares will be exchangeable prior to December 14, 2023; and (iii) thereafter, 100% of the Class B Shares will be exchangeable.

Additional information related to the transaction is available in the Transaction Agreement, which is filed under Cybin’s profile on SEDAR (www.sedar.com) and with the U.S. Securities and Exchange Commission on EDGAR at www.sec.gov.

About Cybin

Cybin is a leading biotechnology company focused on researching and progressing psychedelic therapeutics by utilizing proprietary drug discovery platforms, innovative drug delivery systems, novel formulation approaches and potential treatment regimens for psychiatric disorders.

Cautionary Notes and Forward Looking Statements

Certain statements in this press release constitute forward-looking information. All statements other than statements of historical fact contained in this press release, including, without limitation, statements regarding Cybin’s future, strategy, plans, objectives, goals and targets, and any statements preceded by, followed by or that include the words “believe”, “expect”, “aim”, “intend”, “plan”, “continue”, “will”, “may”, “would”, “anticipate”, “estimate”, “forecast”, “predict”, “project”, “seek”, “should” or similar expressions or the negative thereof, are forward-looking statements. Forward looking statements in this news release include statements regarding the Company’s development of innovative drug delivery systems, novel formulation approaches and potential treatment regimens for psychiatric disorders and Adelia’s proprietary development strategy and development of medicinal psychedelics with improved dosing efficacy and therapeutic indices to address unmet medical needs.

These forward-looking statements are based on reasonable assumptions and estimates of management of the Company at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company to materially differ from any future results, performance, or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: implications of the COVID-19 pandemic on the Company's operations; fluctuations in general macroeconomic conditions; fluctuations in securities markets; expectations regarding the size of the psychedelics market; the ability of the Company to successfully achieve its business objectives; plans for growth; political, social and environmental uncertainties; employee relations; the presence of laws and regulations that may impose restrictions in the markets where the Company operates; and the risk factors set out in the Company's management's discussion and analysis for the three months ended June 30, 2021 and the Company's listing statement dated November 9, 2020, which are available under the Company's profile on www.sedar.com and with the U.S. Securities and Exchange Commission on EDGAR at www.sec.gov. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. The Company assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

Cybin makes no medical, treatment or health benefit claims about Cybin’s proposed products. The U.S. Food and Drug Administration, Health Canada or other similar regulatory authorities have not evaluated claims regarding psilocybin, psychedelic tryptamine, tryptamine derivatives or other psychedelic compounds or nutraceutical products. The efficacy of such products has not been confirmed by approved research. There is no assurance that the use of psilocybin, psychedelic tryptamine, tryptamine derivatives or other psychedelic compounds or nutraceuticals can diagnose, treat, cure or prevent any disease or condition. Vigorous scientific research and clinical trials are needed. Cybin has not conducted clinical trials for the use of its proposed products. Any references to quality, consistency, efficacy and safety of potential products do not imply that Cybin verified such in clinical trials or that Cybin will complete such trials. If Cybin cannot obtain the approvals or research necessary to commercialize its business, it may have a material adverse effect on Cybin’s performance and operations.

The Neo Exchange Inc. has neither approved nor disapproved the contents of this news release and is not responsible for the adequacy and accuracy of the contents herein.

Unless otherwise indicated, all dollar amounts in this news release are expressed in Canadian dollars.

Investor:

Tim Regan/Scott Eckstein

KCSA Strategic Communications

Cybin@kcsa.com

Lisa M. Wilson

In-Site Communications, Inc.

lwilson@insitecony.com

Media:

John Kanakis

Cybin Inc.

John@cybin.com

Source: Cybin Inc.

FAQ

What recent milestones has Cybin Inc. achieved with Adelia Therapeutics?

Cybin announced that Adelia Therapeutics has met specific milestones for Year 1 Q3 under a transaction agreement.

What is the value of shares being issued to Adelia shareholders by Cybin?

Cybin will issue 9,392.6 Class B shares valued at approximately $317,471.09 to Adelia shareholders.

What is the exchange ratio for the Class B shares issued by Cybin?

The Class B shares can be exchanged for Cybin common shares at a rate of 10 Cybin shares for 1 Class B share.

What are the restrictions on the exchange of Class B shares?

Class B shares cannot be exchanged prior to December 14, 2021, with specific percentages allowed for exchange in subsequent years.

How does Cybin Inc. plan to advance its psychedelic therapy development?

Cybin focuses on proprietary drug discovery platforms and innovative drug delivery systems for developing psychedelic therapeutics.

Cybin Inc.

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Biotechnology
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United States of America
Toronto