Psychedelics biotech Cybin (NYSE: CYBN) company and UK-based Small Pharma (OTC: DMTTF) announced their definitive arrangement agreement for Cybin's acquisition of all Small Pharma's issued and outstanding securities.
The deal has already been unanimously approved by both companies' board of directors and will next face Cybin's shareholders meeting on or about October 12.
Small Pharma shareholders would receive 0.2409 Cybin common shares per each common share held, taking $0.10 as the exchange ratio based on Cybin shares' closing price on Cboe Canada (ex NEO) on Aug. 25, plus Small Pharma's trading price on the TSX Venture Exchange for the period ended Aug. 25.
As of Monday, August 28, existing Cybin shareholders and Small Pharma security holders would own approximately 74.5% and 25.5% of Cybin, respectively.
The combined company will be led by Cybin's CEO Doug Drysdale. Small Pharma's senior management and staff will merge with the Cybin team while current CEO George Tziras will join the directors' board.
Small Pharma's shares would be delisted from both TSXV and OTCQB and the company will cease to be a reporting issuer in Canadian provinces and territories; the combined company will continue to trade on NYSE and Cboe Canada under the ticker "CYBN."
Drysdale says he believes the synergy of both companies' development programs, IPs and datasets create "a clear market leader" for best-in-class psychedelic therapeutics with long-term value.
"Our combined portfolios, having an increased number of potential value-catalysts, also create added opportunities to support future funding activities with no added debt," Drydale stated.
The news comes shortly after Cybin, a clinical-stage next-gen company launched a renewed ATM equity program for up to $35 million and Small Pharma announced it would implement a cost-cutting strategy (see Q1 2024 financials.).
Small Pharma has allegedly demonstrated the first placebo-controlled efficacy results for DMT in treating Major Depressive Disorder (MDD) as well as progressed two differentiated DMT-based clinical programs and a pipeline of preclinical assets paired with a robust IP portfolio protection.
Cybin's and Small Pharma's combined DMT and deuterated DMT programs create "the largest dataset of systematic research" on these short-duration psychedelic molecules in a "highly complementary" way and provide "multiple opportunities" for operational and cost synergies.
While the combined IP portfolio would make up 158 pending patent applications, two allowed applications and 28 granted patents, the DMT clinical program would comprise:
- Phase 2 safety and efficacy data for IV DMT (SPL026) in MDD patients;
- Phase 1 dataset for IV formulations of DMT and dDMT (CYB004e, CYB004, SPL026 and SPL028);
- Studies exploring "more convenient and patient-friendly dosing methods" (Phase 1 intramuscular SPL026 and SPL028, or subcutaneous CYB004); and
- Phase 1b safety and efficacy of SPL026 in conjunction with SSRIs in patients with MDD, with encouraging data anticipated in late 2023.