06:08:28 EDT Wed 24 Apr 2024
Enter Symbol
or Name
USA
CA



Psybio Therapeutics Corp
Symbol PSYB
Shares Issued 61,235,432
Close 2022-06-27 C$ 0.12
Market Cap C$ 7,348,252
Recent Sedar Documents

Psybio shareholders to vote on share rollback Aug. 11

2022-06-27 17:27 ET - News Release

Mr. Evan Levine reports

PSYBIO THERAPEUTICS TO SEEK APPROVAL OF PROPOSED SHARE CONSOLIDATION AT ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

Psybio Therapeutics Corp. will be hosting its annual general and special meeting of shareholders virtually at 11 a.m. Eastern Time on Thursday, Aug. 11, 2022, as further detailed in proxy materials being distributed to shareholders, which will be available under the company's profile on SEDAR.

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.

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