Cybin closes $175-million (U.S.) offering

Executive Summary

• Cybin Inc. has closed a registered direct offering, raising aggregate gross proceeds of approximately $175 million.
• The company issued 22,277,750 common shares and 4,605,500 prefinanced common share purchase warrants at a price of $6.51 per unit.
• Net proceeds are designated for repaying outstanding unsecured convertible debentures, advancing clinical programs CYB003, CYB004, and CYB005, and for general working capital.

Key Details

• Gross Proceeds: $175,009,911.45 (U.S.).
• Securities Issued:
  • 22,277,750 common shares.
  • 4,605,500 prefinanced common share purchase warrants (issued in lieu of common shares to certain investors).
• Price: $6.51 (U.S.) per common share or prefinanced warrant.
• Warrant Terms (Accompanying Common Shares):
  • Each common share and prefinanced warrant is accompanied by 0.35 of one common share purchase warrant.
  • Exercise Price: $8.14 (U.S.) per common share.
  • Expiration: The earlier of (i) June 30, 2027; (ii) 30 days following the publication of top-line data for the CYB003 approach trial in major depressive disorder; or (iii) 30 days following the issuance of a news release announcing the exercise of the acceleration right.
  • Acceleration Right: Exercisable if the closing price of the common share on NYSE American LLC equals or exceeds $19.53 (U.S.) for any five consecutive trading days.
• Prefinanced Warrant Terms:
  • Entitles holder to acquire one common share at a nominal exercise price.
  • These warrants do not expire.
• Investors: Includes new and existing investors such as Venrock Healthcare Capital Partners, OrbiMed, Point72, Deep Track Capital, Acorn Bioventures, Spruce Street Capital, Squadron Capital Management, Adage Capital Partners LP, Boxer Capital Management, ADAR1 Capital Management, Stonepine Capital Management, Pivotal Bioventure Partners, and Ally Bridge Group.
• Placement Agents: Jefferies, TD Cowen, and Cantor acted as joint lead placement agents; Bloom Burton Securities Inc. acted as a placement agent.
• Use of Proceeds: Repayment of outstanding unsecured convertible debentures held by High Trail Special Situations LLC; progression of CYB003, CYB004, and CYB005 programs; and working capital/general corporate purposes.
• Regulatory Filing: Offered pursuant to a prospectus supplement to the short form base shelf prospectus dated Sept. 17, 2025, filed with the SEC on Form F-10.