OXFORD,
Ohio and DENVER,
June 27,
2022 /CNW/ - PsyBio Therapeutics Corp. (TSXV: PSYB)
(OTCQB: PSYBF) ("PsyBio" or the "Company"), announces
that it will be hosting its annual general and special meeting of
shareholders (the "Meeting") virtually at 11:00 am Eastern Time on Thursday, August 11,
2022, as further detailed in proxy materials being distributed to
shareholders, which will be available under the Company's profile
on SEDAR at www.sedar.com.
At the Meeting, the Company intends to seek the approval of its
shareholders to, among other things, potentially consolidate all of
its issued and outstanding subordinate voting shares ("SVS")
and multiple voting shares ("MVS" and, together with the
SVS, collectively, the "Shares") on the basis of a
consolidation ratio to be approved by the Company's board of
directors (the "Board") in accordance with the Company's
articles (the "Consolidation Ratio"), provided that the
Consolidation Ratio will be no greater than one post-consolidation
Share for every 70 pre-consolidation Shares (the
"Consolidation"). The Company is not contemplating any name
change in connection with the Consolidation at this time. The
Consolidation remains subject to the approval of the Company's
shareholders and acceptance by the TSX Venture Exchange (the
"TSXV").
If the Consolidation Resolution is approved by shareholders at
the Meeting, subject to acceptance of the Consolidation by the
TSXV, the Board will have discretion to determine when to implement
the Consolidation, if at all, and shall determine the Consolidation
Ratio at that time. The actual timing for implementation of the
Consolidation, if any, will be determined by the Board based upon
its evaluation as to when such action would be most advantageous to
the Company. If the Board decides to move forward with the
Consolidation, provided the Consolidation is approved by
shareholders at the Meeting, the Company will disseminate a news
release disclosing further details relating to the Consolidation,
including the final Consolidation Ratio and the proposed date on
which the Consolidation will be effected.
Effect of Consolidation
If the Consolidation is approved and implemented, the principal
effect will be to proportionately decrease the numbers of issued
and outstanding Shares, based on the Consolidation Ratio selected
by the Board and within the range approved by shareholders.
There are currently 61,960,306 SVS and 49,378.706 MVS
issued and outstanding. Assuming the maximum Consolidation Ratio of
70 pre-consolidation Shares for every one (1) post-consolidation
Share, based on the number of Shares currently outstanding, for
illustrative purposes only, the number of Shares issued and
outstanding immediately following the completion of the
Consolidation would equal approximately 885,147 SVS and 705.411
MVS.
Any fractional post-Consolidation SVS will be will be rounded
down to the nearest whole number, and any fractional
post-Consolidation MVS will be will be rounded down to the nearest
three decimal points. Any such rounded fractional
post-Consolidation Shares will be deemed to have been tendered by
its registered owner to the Company for cancellation for no
additional consideration.
Reasons for Consolidation
The Board is seeking authority to implement the Consolidation in
order to reduce the number of Shares issued and outstanding,
because the Board believes that: (i) it is desirable for its SVS to
trade at a higher price per share, and the Consolidation could
potentially result in such an increase; and (ii) an increased
trading price could potentially broaden the pool of investors that
may consider investing or may be able to invest in the Company,
potentially increasing the trading volume and liquidity of the SVS.
The Board anticipates that the Consolidation may result in certain
additional ancillary benefits as well, which may not be known at
this time. There can be no assurance that the Consolidation will
result in any increase in the trading price of the SVS or improved
trading volume and liquidity, and if such results occur there can
be no assurance that this will be sustained.
The Board believes that the proposed range of Consolidation
Ratios will provide it with the flexibility to implement the
Consolidation in a manner designed to maximize the anticipated
benefits to the Company since it is not possible to predict market
conditions at the time the Consolidation may be implemented. In
setting the Consolidation Ratio within the aforementioned range of
ratios to implement, if any, following the receipt of shareholder
approval, the Board may consider, among other things, factors such
as: (i) the historical trading prices and trading volume of the
SVS; (ii) the then prevailing trading price and trading volume of
the SVS; (iii) the anticipated impact of the Consolidation on the
trading market(s) for the SVS; (iv) the number of SVS that may be
issued pursuant to outstanding securities exercisable or
exchangeable for, or convertible into, SVS, and pursuant to the
exercise of the issued SVS purchase warrants; (v) the overall
reduction of the Company's administrative costs; and (vi)
prevailing general market and economic conditions.
About PsyBio Therapeutics Corp.
PsyBio is an intellectual property driven biotechnology company
developing new, bespoke, fully approved, psycho-targeted
therapeutics to potentially improve mental and neurological health.
The team has extensive experience in drug discovery based on
synthetic biology and metabolic engineering as well as clinical and
regulatory expertise progressing drugs through human studies and
regulatory protocols. Research and development is currently ongoing
for naturally occurring psychoactive tryptamines originally
discovered in different varieties of hallucinogenic mushrooms,
other tryptamines and phenethylamines and combinations thereof. The
Company utilizes a bio-medicinal chemistry approach to therapeutic
development, in which psychoactive compounds can be utilized as a
template upon which to develop precursors and analogs, both
naturally and non-naturally occurring, specifically because they
are already known to have an effect within the brain.
Cautionary Note Regarding Forward-Looking Statements
This press release contains statements that constitute
"forward-looking information" ("forward-looking
information") within the meaning of applicable Canadian
securities legislation. All statements, other than statements of
historical fact, are forward-looking information and are based on
expectations, estimates and projections as at the date of this news
release. Any statement that discusses predictions, expectations,
beliefs, plans, projections, objectives, assumptions, future events
or performance (often but not always using phrases such as
"expects", or "does not expect", "is expected", "anticipates" or
"does not anticipate", "plans", "budget", "scheduled", "forecasts",
"estimates", "believes" or "intends" or variations of such words
and phrases or stating that certain actions, events or results
"may" or "could", "would", "might" or "will" be taken to occur or
be achieved) are not statements of historical fact and may be
forward-looking information. Forward looking-statements in this
press release include statements regarding: the Meeting; the
Consolidation; the Consolidation Ratio; the Company's expectation
that the Company's name will not be changed; treatment of
fractional Shares in connection with the Consolidation; the effect
of the Consolidation on the issued and outstanding Shares; the
anticipated number of Shares outstanding post-Consolidation; the
reasons for and potential anticipated benefits of the
Consolidation, including increased trading price, volume and
liquidity in respect of the SVS; that an increased trading price
for the SVS could potentially broaden the pool of investors that
may consider investing or may be able to invest in the Company;
anticipated ancillary benefits to the Consolidation; PsyBio's
ability to build its intellectual property portfolio of novel drug
candidates; PsyBio's ability to achieve cost competitive synthesis
with reduced environmental impact over current production methods;
and PsyBio's ability to move target candidates into scaled
commercial manufacturing and regulatory application.
In disclosing the forward-looking information contained in this
press release, the Company has made certain assumptions, including
that: the Meeting will be held as scheduled; the Consolidation will
be approved by shareholders and accepted by the TSXV; the
Consolidation will result in certain anticipated benefits to the
Company and its shareholders; it is desirable for the SVS to trade
at a higher price per share; the Consolidation could potentially
result in such an increase which could potentially broaden the pool
of investors that may consider investing or may be able to invest
in the Company, potentially increasing the trading volume and
liquidity of the SVS; and the Consolidation may have certain
additional ancillary benefits. Although the Company believes that
the expectations reflected in such forward-looking information are
reasonable, it can give no assurance that the expectations of any
forward-looking information will prove to be correct. Known and
unknown risks, uncertainties, and other factors may cause the
actual results and future events to differ materially from those
expressed or implied by such forward-looking information. Such
factors include, but are not limited to: that the Meeting could be
rescheduled, adjourned or otherwise modified; that the
post-Consolidation trading price of the SVS may be impacted by
several factors in addition to the Consolidation, including the
Company's financial and operational results, its available capital
and resources, the state of the market for the Shares at the time,
general economic, geopolitical, market and industry conditions, the
market perception of the Company's business and other factors and
contingencies which are unrelated to the number of Shares
outstanding; that the Consolidation could not be approved by
shareholders and/or by the TSXV, or that even if such approvals are
obtained, the Board could determine in its discretion not to
proceed with the Consolidation as planned, if at all; that the
number of Shares outstanding on the record date for the
Consolidation, if implemented, will be different than set out in
this news release; that the Company may otherwise alter its
authorized share structure or share provisions, including as set
out in the proxy materials for the Meeting; compliance with
extensive government regulations; domestic and foreign laws and
regulations adversely affecting PsyBio's business and results of
operations; decreases in the prevailing process for psilocybin and
nutraceutical products in the markets in which PsyBio operates; and
the impact of COVID-19; and general business, economic,
competitive, political and social uncertainties. Accordingly,
readers should not place undue reliance on the forward-looking
information contained in this press release. Except as required by
law, the Company disclaims any intention and assumes no obligation
to update or revise any forward-looking information to reflect
actual results, whether as a result of new information, future
events, changes in assumptions, changes in factors affecting such
forward-looking information or otherwise.
PsyBio makes no medical, treatment or health benefit claims
about PsyBio's proposed products. The United Statement Food and
Drug Administration ("FDA") or other similar regulatory
authorities have not evaluated claims regarding psilocybin and
other next generation psychoactive compounds. The efficacy of such
products has not been confirmed by FDA-approved research. There is
no assurance that the use of psilocybin and other psychoactive
compounds can diagnose, treat, cure, or prevent any disease or
condition. Vigorous scientific research and clinical trials are
needed. PsyBio has not conducted clinical trials for the use of its
intellectual property. Any references to quality, consistency,
efficacy and safety of potential products do not imply that PsyBio
verified such in clinical trials or that PsyBio will complete such
trials. If PsyBio cannot obtain the approvals or research necessary
to commercialize its business, it may have a material adverse
effect on the PsyBio's performance and operations.
The TSXV has neither approved nor disapproved the contents of
this news release. Neither the TSXV nor its Regulation Services
Provider (as that term is defined in the policies of the TSXV)
accepts responsibility for the adequacy or accuracy of this
release.
SOURCE PsyBio Therapeutics Corp.
