Cybin And Small Pharma Shareholders Green Light Acquisition Resolution: Results & Expected Dates

Clinical-stage psychedelics biotechs Canada-based Cybin Inc. CYBN and UK-based Small Pharma Inc. DMTTF held their respective annual general and special shareholders meeting on October 12. They announced that voting results favored the arrangement plan for the latter’s acquisition by the former. 

The TSX Venture Exchange conditionally approved the arrangement. Subject to the approval of BC’s Supreme Court and other customary closing conditions, the arrangement’s effective date would take place on or around October 23, 2023. 

Following its completion, Small Pharma will stop trading at both TSXV and the OTCQB venture market, and apply to the Canadian securities authorities to cease being a reporting issuer. 

Cybin’s Results

The acquisition of Small Pharma was approved by 43,199,295, 99.41% votes, with 256,200, 0.590% opposing.

In total, there were 66 shareholders represented either in person or by proxy holding 91,903,025 common shares, or 39.16% of Cybin’s total issued and outstanding common shares by the time of the meeting.

The three additional issues discussed included the appointment of Zeifmans LLP as company auditor, six as a total number of company directors, and the proposed list of directors was also approved.

Specifically, the company auditor call received 91,252,133 -or 99.292%- votes in favor, and 650,891 -or 0.708%- against; the special resolution setting six directors received 90,712,567 -or 98.705%- votes in favor, and 1,190,458 -or 1.295%- against. 

The directors’ election for the upcoming year proposed Theresa Firestone, Grant Foese, Paul Glavine, Éric Hoskins, Mark Lawson and Eric So received a majority support that ranged from the lowest 39,668,729 -or 91.289%- to the highest 43,022,128 -or 99.003%- votes.

Small Pharma’s Numbers

A total of 212,879,391 -or around 99.99%- of the votes cast at the special shareholders meeting approved the agreement’s resolution, along with all other matters presented.

If the arrangement becomes effective, shareholders (other than dissenting parties) will receive 0.2409 of a Cybin common share, aka a “consideration share,” for every Small Pharma share held. No shareholders exercised dissent rights regarding the arrangement.

Holders of outstanding options to purchase Small Pharma shares (“options”) that are “in-the-money” based on the shares’ volume weighted average trading price on the TSXV for the five trading days immediately preceding the arrangement’s effective time (“share value”) will receive a number of shares equal to the number of options held, multiplied by the amount by which the share value exceeds the exercise price of the options, divided by the share value.

These newly issued Small Pharma shares will be acquired by Cybin on the same terms as the other shares. Each option that is “out-of-the-money” based on the company’s share value must be handed to Small Pharma for $0.001 and become canceled.

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