Cybin Announces Closing of $175 Million Registered Direct Offering

Cybin Inc. (Cboe CA: CYBN) (NYSE American: CYBN) (“Cybin” or the “Company”), a breakthrough Phase 3 clinical stage neuropsychiatry company committed to revolutionizing mental healthcare through proprietary drug discovery platforms and innovative delivery systems, is pleased to announce that it has closed its previously announced registered direct offering of 22,277,750 common shares in the capital of the Company (a “Common Share”) and, in lieu of Common Shares to certain investors, 4,605,500 pre-funded Common Share purchase warrants (the “Pre-Funded Warrant”) at a price of US$6.51 per Common Share or Pre-Funded Warrant for aggregate gross proceeds of US$175,009,911.45 (the “Offering”).

The financing includes new and existing investors, including Venrock Healthcare Capital Partners, OrbiMed, Point72, Deep Track Capital, Acorn Bioventures, Spruce Street Capital, Squadron Capital Management, Adage Capital Partners LP, Boxer Capital Management, ADAR1 Capital Management, Stonepine Capital Management, Pivotal Bioventure Partners and Ally Bridge Group.

Each Common Share and each Pre-Funded Warrant is accompanied by 0.35 of one Common Share purchase warrant (each whole warrant, a “Warrant” and together with the Common Shares and Pre-Funded Warrants, the “Securities”). Each Warrant is exercisable to acquire one Common Share at a price of US$8.14 per Common Share at any time prior to the earlier of: (i) June 30, 2027; (ii) thirty days following the publication by press release of topline data for the APPROACH trial of CYB003 in major depressive disorder; and (iii) thirty days following the date a press release is issued by the Company announcing exercise of its acceleration right, which right can only be exercised if the closing price of the Common Share on NYSE American LLC (the “NYSE American”) is equal to or exceeds US$19.53 per Common Share for any five consecutive trading days.

Each Pre-Funded Warrant entitles the holder thereof to acquire one Common Share at a nominal exercise price. The Pre-Funded Warrants will not expire.

Jefferies, TD Cowen, and Cantor acted as joint lead placement agents and Bloom Burton Securities Inc. acted as a placement agent for the Offering.

The Company intends to use the net proceeds from the Offering to repay the Company’s outstanding unsecured convertible debentures held by High Trail Special Situations LLC (“High Trail”), to progress the Company’s CYB003, CYB004, and CYB005 programs, and for working capital and general corporate purposes.