Benzinga | Oct 7, 2021 07:10AM EDT

Cybin Announces Additional Adelia Milestone Achievements

Cybin Inc. (NEO:CYBN) (NYSE: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 those milestones identified as Year 2 Q1 (i)-(iii), 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, 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 $706,586.69 (approximately US$560,181.93) due to them on meeting a portion of the relevant milestones, at an effective issue price determined in accordance with the Transaction Agreement and applicable securities law. 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.