-Shareholders overwhelmingly vote in favour of Cybin’s acquisition of Small Pharma
Small Pharma Inc. (TSXV: DMT) (OTCQB: DMTTF) (the “Company” or “Small Pharma”), a biotechnology company focused on short-duration psychedelic-assisted therapies for mental health conditions, is pleased to announce that the shareholders of Small Pharma (the “Shareholders”) have approved the plan of arrangement under Division 5 of Part of the Business Corporations Act (British Columbia) (the “Arrangement”), previously announced on August 28, 2023, pursuant to which Cybin Inc. (“Cybin”) has agreed to acquire all of the issued and outstanding common shares of Small Pharma (“Small Pharma Shares“). A total of 212,879,391 votes, or approximately 99.99% of the votes cast at the special meeting of Shareholders held on October 12, 2023 (the “Meeting”), were cast in favour of the resolution approving the Arrangement. All other matters presented at the Meeting were also approved, as referred to in the Company’s notice of meeting and management information circular dated September 13, 2023 (the “Circular”). The Arrangement was also approved by shareholders of Cybin at the annual and special meeting of Cybin shareholders held on October 12, 2023.
In accordance with the terms of the arrangement agreement dated August 28, 2023 between Small Pharma and Cybin, if the Arrangement becomes effective, Shareholders (other than dissenting Shareholders) will receive 0.2409 of a common share of Cybin (each, a “Consideration Share”) for every Small Pharma Share held. No Shareholders exercised dissent rights with respect to the Arrangement.
Holders of outstanding options to purchase Small Pharma Shares (“Small Pharma Options”) that are “in-the-money” based on the volume weighted average trading price of the Small Pharma Shares on the TSXV for the five trading days immediately preceding the effective time of the Arrangement (the “Small Pharma Share Value”) will receive from Small Pharma such number of Small Pharma Shares equal to the number of Small Pharma Options held, multiplied by the amount by which the Small Pharma Share Value exceeds the exercise price of such Small Pharma Options, divided by the Small Pharma Share Value. Such newly issued Small Pharma Shares will be acquired by Cybin on the same terms as the other Small Pharma Shares. Each Small Pharma Option that is “out-of-the-money” based on the Small Pharma Share Value will be deemed to be surrendered to Small Pharma for $0.001 and cancelled.
The TSX Venture Exchange (the “TSXV”) has conditionally approved the Arrangement. Subject to the approval of the British Columbia Supreme Court, the application for which is expected to be heard on October 17, 2023, and the satisfaction or waiver of other customary closing conditions, including the final acceptance of the TSXV, the Company currently expects that the effective date of the Arrangement will occur on October 23, 2023. Following completion of the Arrangement, the Company will be delisted from the TSXV and removed from trading on the OTCQB Venture Market, and will apply to the relevant securities regulatory authorities in Canada to cease to be a reporting issuer for purposes of securities legislation.
Further details with respect to the Arrangement are included in the Circular, which can be found on the Company’s profile on SEDAR+ at www.sedarplus.ca.
About Small Pharma
Small Pharma is a biotechnology company progressing a pipeline of short-duration psychedelic-assisted therapies for the treatment of mental health conditions. Small Pharma has a portfolio of clinical-stage N,N-Dimethyltryptamine (“DMT”) based assets, SPL026 and SPL028. The Company was granted an Innovation Passport designation for SPL026 from the U.K. Medicines and Healthcare products Regulatory Agency (the “MHRA”) and has a pipeline of proprietary preclinical assets.