Shareholders overwhelmingly vote in favour of Cybin’s acquisition of Small Pharma, supporting the combined company’s vision to build an international clinical-stage leader in psychedelic-based therapeutics
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 today published its financial results for the fiscal second quarter ended August 31, 2023. A complete copy of the results and the corresponding management’s discussion and analysis can be found under the Company’s profile on SEDAR+ at www.sedarplus.ca. Unless otherwise indicated, all currency references are in Canadian dollars.
Financial Highlights (including post-period events):
- Cash on hand as of August 31, 2023 was approximately $7.7 million.
- Cash used in operating activities was $5.6 million for the three months ended August 31, 2023.
- Operating expenses for the three months ended August 31, 2023 were $6.1 million.
Recent Business Highlights:
Shareholders Overwhelmingly Vote In Favour Of Cybin’s Acquisition of Small Pharma
On August 28, 2023 Small Pharma and Cybin Inc. (“Cybin”) entered into a definitive arrangement agreement pursuant to which Cybin has agreed to acquire all of Small Pharma’s issued and outstanding securities in an all-share transaction pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”). On October 12, 2023, holders (“Small Pharma Shareholders”) of common shares in the capital of Small Pharma (“Small Pharma Shares”) and holders of common shares in the capital of Cybin (“Cybin Shareholders”) each separately overwhelmingly voted in favour of the Arrangement. Under the terms of the Arrangement, Small Pharma Shareholders will receive 0.2409 of a common share in the capital of Cybin for each Small Pharma Share held.
On October 17, 2023, the Company obtained a final order from the British Columbia Supreme Court in connection with the Arrangement (the “Final Order”).
For additional information on the mechanics of the Arrangement, including the treatment of holders of options exercisable into Small Pharma Shares, please refer to the Company’s management information circular dated September 13, 2023, as well as the Company’s press releases dated August 28, 2023, October 12, 2023 and October 17, 2023. Subject to the satisfaction or waiver of other closing conditions, including the final acceptance of the TSXV, the effective date for the Arrangement is expected to occur on or about October 23, 2023.
The combined company will be led by Cybin’s Chief Executive Officer Doug Drysdale, who brings over 30 years of experience in the healthcare sector. Small Pharma’s Chief Executive Officer, George Tziras will join the board of directors of Cybin. Certain members of Small Pharma senior management and staff will be integrated with the existing Cybin team to create a highly experienced and skilled team that is well-positioned to execute the strategy of the combined pipeline.
Together, the combination of Cybin and Small Pharma is expected to create:
- An international, clinical-stage leader with two proprietary, advanced clinical-stage psychedelic programs in development, targeting mental health conditions with significant unmet need.
- The industry’s most advanced, well-protected N,N-Dimethyltryptamine (“DMT”) program with the largest combined dataset of systematic research on native and modified DMT compounds, strengthening the combined company’s ability to make data-driven decisions regarding the DMT program’s development path.
- A compelling intellectual property (“IP”) portfolio in the psychedelic drug development sector with a strong ability for the combined company to protect its next-generation novel compounds.
- Strong synergies through the combination of key assets, personnel, capabilities and IP, as well as access to world-leading scientific and clinical collaborators.
Research & Development
When appropriate following completion of the Arrangement, and in consultation with management of Cybin, the combined company will provide an update to the Cybin Shareholders, including the former Small Pharma Shareholders, on progress regarding the Company’s clinical programs and assets in development.
“Over the past eight years, we have made exceptional progress, and I am incredibly proud of each team member who has worked so hard to achieve each pivotal milestone to date. We are excited to enter the next stage of the company’s evolution, as we combine our efforts and journey with Cybin.”
-George Tziras, CEO of Small Pharma
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 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.
Cautionary Note Regarding Forward-Looking Statements
This press release contains statements that constitute “forward-looking information” (“forward-looking information”) within the meaning of the 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 news release include statements regarding completion of the Arrangement and the satisfaction or waiver of all closing conditions; the timing for completion of the Arrangement; the impact on, and expectations of, the combined company following completion of the Arrangement, including assessments regarding ongoing programs; the integration of certain members of Small Pharma senior management and staff within the combined company; and the Company’s ability to provide short-duration psychedelic-assisted therapies for the treatment of mental health conditions.
In disclosing the forward-looking information contained in this press release, the Company has made certain assumptions. 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 which 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: the ability of Small Pharma and Cybin to obtain all necessary regulatory approvals or satisfy conditions to the completion of the Arrangement; general business, compliance with extensive government regulations; domestic and foreign laws and regulations adversely affecting the Company’s business and results of operations; the impact of pandemics or other future disruptions; and general business, economic, competitive, political and social uncertainties, and other factors discussed in each of Small Pharma’s and Cybin’s public filings, which are available on their respective profiles on SEDAR+ at www.sedarplus.ca. 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.
Small Pharma makes no medical, treatment or health benefit claims about its proposed products. The MHRA or other similar regulatory authorities have not evaluated claims regarding DMT-assisted therapies and other next generation psychoactive compounds. The efficacy of such therapies has not been confirmed by MHRA-approved research. There is no assurance that such DMT-assisted therapies and other psychoactive compounds can diagnose, treat, cure or prevent any disease or condition. Vigorous scientific research and clinical trials are needed. Any references to quality, consistency, efficacy and safety of potential therapies do not imply that Small Pharma verified such in clinical trials or that Small Pharma will complete such trials. If Small Pharma cannot obtain the approvals or research necessary to commercialize its business, it may have a material adverse effect on Small Pharma’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.