F-10: Cybin Ups Shelf Prospectus to $1.7B, Shifts to Nasdaq

Cybin Inc. increased its multi-jurisdictional shelf prospectus to $1.7 billion and announced a U.S. stock exchange transfer to Nasdaq Global Market, effective January 5, 2026.

Summary

• Cybin Inc. amended its short form base shelf prospectus, increasing the aggregate amount of securities that may be offered from $800,000,000 to $1,700,000,000.
• The securities include Common Shares, Warrants, Units, Debt Securities, and Subscription Receipts, which may be offered from time to time over a 25-month period starting September 17, 2025.
• The company will voluntarily transfer its U.S. stock exchange listing from NYSE American to Nasdaq Global Market, with trading under the new ticker symbol 'HELP' commencing January 5, 2026.
• As of December 19, 2025, the company has approximately US$202,000,000 in cash and anticipates requiring US$202,000,000 to continue operations over the next 12 months.
• Key programs include Deuterated Psilocin Program (CYB003) in Phase 3 studies, Deuterated Dimethyltryptamine Program (CYB004) in a Phase 2 GAD study, and Phenethylamine and Tryptamine Derivatives Program (CYB005) progressing to a drug development candidate.
• The company completed a registered direct offering on October 31, 2025, of 22,277,750 Common Shares and 4,605,500 pre-funded Common Share purchase warrants, raising approximately $351,208,916.
• On November 3, 2025, the company repaid the remaining US$20,150,000 balance of Convertible Debentures held by High Trail, incurring US$2,615,000 in early repayment fees.
• The company has experienced operating losses and cash outflows from operations since incorporation, having raised approximately US$537,755,000 in gross proceeds to date.
• Management has broad discretion over the use of proceeds from any offering.

Sentiment

Score: 6

Explanation: The filing presents a mixed bag. The significant increase in shelf prospectus capacity and the move to Nasdaq are positive for future financing and market visibility. However, the company continues to incur operating losses, has no revenue, and explicitly states a reliance on future capital raises, with potential delays if funding is insufficient. The repayment of debt is good, but early repayment fees were incurred. The overall sentiment is cautiously optimistic, reflecting the inherent risks and capital-intensive nature of clinical-stage drug development, balanced by strategic moves to secure future funding and market presence.

Positives

• Increased shelf prospectus capacity from $800,000,000 to $1,700,000,000, providing significant future financing flexibility.
• Transferring U.S. stock exchange listing to Nasdaq Global Market, which can enhance visibility and liquidity.
• Advancement of clinical programs: CYB003 (Deuterated Psilocin) in Phase 3 studies (APPROACH, EMBRACE, EXTEND), CYB004 (Deuterated Dimethyltryptamine) in Phase 2 GAD study, and CYB005 (Phenethylamine and Tryptamine Derivatives) progressing to drug development candidate.
• Successful completion of a registered direct offering on October 31, 2025, raising approximately $351,208,916.
• Repayment of US$20,150,000 in Convertible Debentures, reducing debt.
• Current cash position of approximately US$202,000,000 is anticipated to be sufficient for operations over the next 12 months.

Negatives

• The company has experienced operating losses and negative cash flow from operations since inception.
• No revenue or successful commercialization of any products to date.
• Reliance on ongoing financing to continue research and development activities.
• Potential need to reduce general and administrative expenses, workforce, marketing, and public/investor relations activities if sufficient capital is not met.
• Potential delays in Deuterated Dimethyltryptamine Program (CYB004) and Phenethylamine Derivatives Program (CYB005) if capital is insufficient.
• Incurred early repayment fees of US$2,615,000 for Convertible Debentures.
• Significant dilution risk for existing shareholders from future equity issuances.
• The company is a 'foreign private issuer' under U.S. securities laws, meaning less frequent and detailed reporting compared to U.S. domestic issuers.

Risks

• An investment in the Securities involves a high degree of risk and must be considered speculative due to the nature of the business and present stage of development.
• There is no guarantee that psychedelic drugs or psychedelic-inspired drugs will ever be approved as medicines in any jurisdiction.
• Laws and regulations generally applicable to the industry may change, potentially causing adverse effects or significant compliance costs.
• A violation of any applicable laws and regulations could result in significant fines, penalties, administrative sanctions, or criminal charges.
• The success of the business is dependent on the reform of controlled substances laws pertaining to psilocybin; if not favorably reformed, commercial opportunity may be highly limited.
• No assurance that research and development programs will result in regulatory approval or commercially viable products.
• Reliance on third parties for clinical development activities, manufacturing, and strategic partnerships poses risks.
• Drug development involves long lead times, is very expensive, and involves many variables of uncertainty.
• The company has had negative cash flow from operating activities since inception and expects continued significant losses.
• Additional financing will be required, and there is no assurance that it will be available on favorable terms, leading to potential dilution.
• Management has broad discretion over the use of net proceeds from an offering, which may vary significantly from proposed uses.
• The market price of the company's Common Shares is subject to high price and volume volatility.
• Enforcement of civil liabilities under U.S. federal securities laws may be adversely affected because the company is incorporated in Canada and most officers/directors are non-U.S. residents.
• Risks related to intellectual property, including trademark protection, trade secrets, patent law reform, and patent litigation.
• Financial and accounting risks, including a substantial number of authorized but unissued Common Shares, dilution, and inadequate internal controls.
• The company has no history of paying cash dividends and does not anticipate doing so in the near future.
• Risks relating to research and development objectives and milestones, and the company's expectation that it will be a 'passive foreign investment company'.

Future Outlook

The company anticipates requiring US$202,000,000 to fund operations over the next 12 months, focusing on advancing its Deuterated Psilocin Program (CYB003) to topline efficacy data readout from the first Phase 3 study by Q4 2026 and initiating enrollment in the second Phase 3 study by Q4 2025. The Deuterated Dimethyltryptamine Program (CYB004) expects topline data readout from its Phase 2 GAD study by Q1 2026, and the Phenethylamine and Tryptamine Derivatives Program (CYB005) aims to deliver a drug development candidate by Q3 2026. The company also plans to seek strategic partnerships and continue sponsoring clinical trials. It expects to require additional funds through equity issuance or debt to meet future expenditure requirements.

Management Comments

• Management of the Corporation has considered its ongoing contractual commitments amounting to (i) approximately $60,083,262 which will be used to qualify, in the United States pursuant to prospectus supplements to the Corporation's registration statement on Form F-10, the Common Shares issuable from time to time upon the exercise of certain Common Share purchase warrants issued by the Corporation on August 4, 2023 and November 14, 2023 in connection with unit offerings of the Corporation, and (ii) approximately $238,407,547 which will be used to qualify the periodic resale in the United States, pursuant to prospectus supplements to the Registration Statement (as defined below), by certain selling shareholders of previously issued Common Shares (collectively, the 'Commitment Amount').
• Given the Commitment Amount and the closing of the Registered Direct Offering, as of December 19, 2025, the Corporation will have approximately $1,050,300,275 available under the Prospectus, which management of the Corporation reasonably expects to distribute during the 25-month period commencing on September 17, 2025 that this Prospectus, including any amendments hereto, remains valid.
• The Corporation's management has broad discretion in the application of proceeds of an Offering of Securities. On the basis of results obtained or for other sound business reasons, the Corporation may re-allocate funds as required.
• As at December 19, 2025, the Corporation's current financial resources, absent any capital injections, will be sufficient to meet the Corporation's short-term liquidity requirements and to fund its operations for the coming 12 months.
• The Corporation may be required to reduce its general and administrative expenses if it does not have sufficient capital to meet its below stated objectives, or it may allocate its financial resources differently than listed below.
• The Corporation expects to either issue additional securities or incur debt to do so [raise additional funds].

Industry Context

The company operates in the emerging and highly regulated psychedelic therapeutics industry, focusing on novel chemical compounds and delivery mechanisms for mental health conditions. This sector is characterized by long lead times, high R&D costs, and significant regulatory hurdles, with no approved psychedelic drugs for any indication by major health authorities like the FDA or Health Canada. The company's strategy of structural modifications to known tryptamine and phenethylamine derivatives aligns with broader biotech efforts to optimize therapeutic benefits of existing compounds. The move to Nasdaq could enhance its profile among other publicly traded biotechnology and pharmaceutical companies.

Comparison to Industry Standards

• The company's financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) and Canadian generally accepted auditing standards, which 'may not be comparable to financial statements of United States companies.'
• The company's drug development process, including preclinical and clinical trials (Phase 1, 2, 3), follows standard pharmaceutical industry regulatory guidelines for new drug application submission and approval.
• The company engages Worldwide Clinical Trials Inc., a full-service contract research organization with expertise in central nervous system drug development, which is a common practice in the pharmaceutical industry for conducting pivotal studies.
• The company's reliance on third-party manufacturers and licensed entities for handling controlled substances is a standard approach to navigate strict regulatory frameworks in the psychedelic drug development space.

Management Changes

Corporate Governance

Related Party Transactions

• The company issued US$50,000,000 aggregate principal amount of unsecured convertible debentures to a single investor ('High Trail') on June 30, 2025, which was amended and restated on August 12, 2025.
• On November 3, 2025, the company repaid the remaining balance of US$20,150,000 under these Convertible Debentures held by High Trail, incurring early repayment fees of US$2,615,000.
• The Securities Purchase Agreement contemplates the company may sell and issue to High Trail up to an additional $450,000,000 aggregate principal amount of Convertible Debentures at a future date, upon mutual agreement.

Stakeholder Impact

• Shareholders: Potential for significant dilution from future equity issuances under the increased shelf prospectus. Volatility in share price is a risk. No dividends are anticipated.
• Employees: Potential for workforce reduction and/or compensation if capital is insufficient.
• Customers (future patients): Continued R&D efforts aim to develop new therapeutics for mental health conditions, potentially benefiting future patients.
• Creditors: Repayment of convertible debentures reduces current debt obligations. Future debt financing is a possibility.
• Suppliers/Partners: Ongoing contractual commitments and reliance on third parties for clinical development and manufacturing. Strategic partnerships are being sought.

Next Steps

• Common Shares to cease trading on NYSE American at market close on January 4, 2026.
• Common Shares to commence trading on Nasdaq Global Market under ticker symbol HELP at market open on January 5, 2026.
• Continue progression of Phase 3 studies (APPROACH, EMBRACE, EXTEND) for Deuterated Psilocin Program (CYB003).
• Initiate enrollment in the second Phase 3 study (EMBRACE) for CYB003 by Q4 2025.
• Provide topline efficacy data readout from the first Phase 3 study (APPROACH) for CYB003 by Q4 2026.
• Provide topline data readout from the Phase 2 GAD study for Deuterated Dimethyltryptamine Program (CYB004) by Q1 2026.
• Deliver a drug development candidate for Phenethylamine and Tryptamine Derivatives Program (CYB005) by Q3 2026.
• Seek to establish strategic partnerships that advance scientific research and IP for new psychedelic-based compounds and novel delivery mechanisms.
• Sponsor select internal and partner-related clinical trials.
• Raise additional funds through equity issuance, loan financing, or other means.

Key Dates

Recommendation

The company is in a high-risk, high-reward clinical-stage biotechnology sector. The increased shelf prospectus capacity and Nasdaq listing are positive strategic moves to secure future funding and enhance market visibility, which are crucial for a company with ongoing operating losses and no revenue. However, the inherent speculative nature of drug development, significant capital requirements, potential for dilution, and regulatory uncertainties warrant a cautious approach. While the company has sufficient cash for the next 12 months, its long-term success is entirely dependent on successful clinical trials and further financing. A 'hold' recommendation reflects the potential for future upside from pipeline advancements balanced by the substantial risks and the need for continued capital.

Keywords

Cybin Inc., F-10, shelf prospectus, Nasdaq listing, psychedelic therapeutics, mental health, drug development, clinical trials, CYB003, CYB004, CYB005, psilocin, DMT, capital raise, equity offering, biotechnology, pharmaceuticals, risk factors, corporate finance, regulatory approval