PsyBio Therapeutics and Leo Acquisitions Announce Closing of CAD$14.5 Million Oversubscribed Private Placement


Ryan Allway

December 4th, 2020

Psychedelics


PsyBio Therapeutics, Inc. (“PsyBio”) and Leo Acquisitions Corp. (NEX: LEQ.H) (“Leo”) are pleased to announce the closing of the previously announced brokered private placement (the “Financing”) of subscription receipts (the “Subscription Receipts”) of PsyBio Therapeutics Financing Inc. (“Finco”), a special purpose British Columbia company incorporated solely for the purpose of the Financing and wholly-owned by the Chief Executive Officer of PsyBio, at a price of CAD$0.35 per Subscription Receipt for aggregate gross proceeds of CAD$14,493,394, approximately three times the original CAD$5.0 million target, with significant US and Canadian institutional investor support.

Eight Capital acted as lead agent in connection with the Financing (the “Lead Agent”) together with Canaccord Genuity Corp. (together with the Lead Agent, the “Agents”) to offer the Subscription Receipts for sale on a “best efforts” agency basis.

“We are extraordinarily pleased to have experienced such a successful financing working with Eight Capital and Canaccord Genuity Corp.” said Evan Levine, Chairman and Chief Executive Officer of PsyBio Therapeutics. “PsyBio is in the business of discovering and developing a portfolio of psychoactive medications and this offering, including the participation by prominent health care institutional investors, validates our vision that a paradigm shift for the treatment of mental health issues is long overdue.”

Evan continued “Our proprietary biosynthesis drug discovery platform is expected to enable the rapid generation of highly stable compounds far cheaper, faster and greener than any other published method. The capital received from this offering will enable PsyBio to continue to work towards the discovery of new valuable target molecules, and further the movement of our products towards Investigational New Drug Applications.”

The Company has filed patent applications relating to psilocybin and its intermediates and expects to file new patent applications over the coming year based on other hallucinogenic plants, fungi and non-natural compounds with psychoactive properties.

Summary of the Financing

The Financing was completed in connection with a series of transactions that will result in the reverse takeover of Leo by the shareholders of PsyBio (the “Transaction”). The Transaction will constitute Leo’s “Qualifying Transaction” as such term is defined in Policy 2.4 of the Corporate Finance Manual of the TSX Venture Exchange (the “TSXV”). Further details of the Transaction were previously announced by Leo on October 6, 2020, October 26, 2020 and December 2, 2020. References herein to the “Resulting Issuer” refer to Leo following the completion of the Transaction.

An aggregate of 41,409,698 Subscription Receipts were issued in connection with the Financing. Each Subscription Receipt entitles the holder thereof to receive, upon the satisfaction or waiver (to the extent such waiver is permitted) of certain escrow release conditions (the “Escrow Release Conditions”) prior to the Escrow Release Deadline (as defined below), including all conditions precedent to the Transaction being satisfied, and without payment of additional consideration therefor, one common share in the capital of Finco (each, a “Finco Share”). On completion of the Transaction, each Finco Share underlying the Subscription Receipts will be exchanged for one subordinate voting share of the Resulting Issuer (each, a “Subordinate Voting Share”), all in accordance with the terms of the business combination agreement among the Company, PsyBio and Finco, 1276949 B.C. Ltd. and Eluss, Inc., dated December 2, 2020 (the “Definitive Agreement”) governing the terms of the Transaction.

In connection with the Financing, the Agents are entitled to receive a cash commission of CAD$527,229 (the “Agents’ Commission”)and 1,506,368 compensation warrants (the “Compensation Warrants”),. Each Compensation Warrant is exercisable to acquire one Finco Share at the Issue Price for a period of 24 months from the satisfaction of the Escrow Release Conditions (the “Exercise Period”). Upon completion of the Transaction, each holder of Compensation Warrants will receive Subordinate Voting Shares in lieu of Finco Shares upon exercise of the Compensation Warrants, including the payment therefor. The Agents are also entitled to receive, in connection with certain advisory services provided by the Agents pursuant to the terms of an advisory agreement among the Agents and Finco, cash advisory fees of CAD$374,000 (the “Finance Fee”) and 1,069,000 advisor warrants (each, an “Advisor Warrant”), with each Advisor Warrant having the same characteristics as the Compensation Warrants. On closing of the Financing, the Agents received payment of 50% of the Agents’ Commission, 50% of the Finance Fee and were issued all of the Compensation Warrants and Advisor Warrants. The remaining 50% of the Agents’ Commission and 50% of the Finance Fee will be paid to the Agents upon escrow release.

The gross proceeds of the Financing (less an amount equal to 50% of the Agents’ Commission, 50% of the Finance Fee, and all of the reasonable costs and expenses of the Agents in connection with the Financing) (the “Escrowed Funds”) have been deposited in escrow with the subscription receipt agent until the satisfaction of the Escrow Release Conditions, including that all conditions precedent to the Transaction have been satisfied or waived.

In the event that the Escrow Release Conditions have not been satisfied by February 28, 2021, or such other date as Finco and the Lead Agent may determine (the “Escrow Release Deadline”), or Finco advises the Lead Agent or announces to the public that it does not intend to satisfy the Escrow Release Conditions, or that the Transaction has been terminated in accordance with the terms of the Definitive Agreement, the aggregate issue price of the Subscription Receipts together with any earned interest shall be returned to the applicable holders of the Subscription Receipts (net of any applicable withholding taxes), and such Subscription Receipts shall be automatically cancelled and be of no further force and effect.

All Subscription Receipts issued in connection with the Financing are subject to a statutory hold period in accordance with Canadian securities laws. Following completion of the Transaction, the Subordinate Voting Shares received upon the exchange of Finco Shares underlying the Subscription Receipts will not be subject to a statutory hold period in Canada.

Upon completion of the Transaction, the proceeds of the Financing are anticipated to be used principally to fund the Transaction, and for research and development, manufacturing, corporate and general working capital purposes.

About PsyBio Therapeutics

PsyBio is a US-based biotechnology company developing a new class of drugs intended for the treatment of mental health challenges and other disorders. In collaboration with Miami University based in Oxford, Ohio, PsyBio has retained the global exclusive rights to a proprietary platform technology that biologically synthesizes psilocybin and other targeted next generation psychoactive compounds that are produced naturally in fungi and plants. Management of PsyBio expects that the technology will enable the rapid generation of these highly stable psychoactive compounds cheaper, faster and greener than other published methods. PsyBio was incorporated under the laws of the State of Delaware on January 21, 2020 and is not a “reporting issuer” under applicable securities legislation in any jurisdiction and its securities are not listed for trading on any stock exchange.

About Leo Acquisitions

Leo was incorporated under the Business Corporations Act (Ontario) on October 28, 2009 and is a Capital Pool Company (as defined in TSXV Policy 2.4 – Capital Pool Companies of the Corporate Finance Manual). Leo is listed on the NEX board of the TSXV. Leo has no commercial operations and no assets other than cash.

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

Ryan Allway

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.


Network Partners

Follow Us on Social Media

About CFN Media Group

CFN Enterprises Inc. (OTCQB: CNFN) owns and operates CFN Media Group, the premier agency and financial media network reaching executives, entrepreneurs and consumers worldwide. Through its proprietary content creation, video library, and distribution via www.CannabisFN.com, CFN has built an extensive database of cannabis interest, assisting many of the world’s largest cannabis firms and CBD brands to build awareness and thrive. For more information, please visit www.cfnenterprisesinc.com.

Disclaimer: Matters discussed on this website contain forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. CFN Media Group, which owns CannabisFN, is not registered with any financial or securities regulatory authority and does not provide nor claims to provide investment advice or recommendations to readers of this release. CFN Media Group, which owns CannabisFN, may from time-to-time have a position in the securities mentioned herein and will increase or decrease such positions without notice. The Information contains forward-looking statements, i.e. statements or discussions that constitute predictions, expectations, beliefs, plans, estimates, or projections as indicated by such words as "expects", "will", "anticipates", and "estimates"; therefore, you should proceed with extreme caution in relying upon such statements and conduct a full investigation of the Information and the Profiled Issuer as well as any such forward-looking statements. Any forward looking statements we make in the Information are limited to the time period in which they are made, and we do not undertake to update forward looking statements that may change at any time; The Information is presented only as a brief "snapshot" of the Profiled Issuer and should only be used, at most, and if at all, as a starting point for you to conduct a thorough investigation of the Profiled Issuer and its securities and to consult your financial, legal or other adviser(s) and avail yourself of the filings and information that may be accessed at www.sec.gov, www.pinksheets.com, www.otcmarkets.com or other electronic sources, including: (a) reviewing SEC periodic reports (Forms 10-Q and 10-K), reports of material events (Form 8-K), insider reports (Forms 3, 4, 5 and Schedule 13D); (b) reviewing Information and Disclosure Statements and unaudited financial reports filed with the Pink Sheets or www.otcmarkets.com; (c) obtaining and reviewing publicly available information contained in commonlyknown search engines such as Google; and (d) consulting investment guides at www.sec.gov and www.finra.com. You should always be cognizant that the Profiled Issuers may not be current in their reporting obligations with the SEC and OTCMarkets and/or have negative signs at www.otcmarkets.com (See section below titled "Risks Related to the Profiled Issuers, which provides additional information pertaining thereto). For making specific investment decisions, readers should seek their own advice and that of their own professional advisers. CFN Media Group, which owns CannabisFN, may be compensated for its Services in the form of cash-based and/or equity-based compensation in the companies it writes about, or a combination of the two. For full disclosure, please visit: https://www.cannabisfn.com/legal-disclaimer/. A short time after we acquire the securities of the foregoing company, we may publish the (favorable) information about the issuer referenced above advising others, including you, to purchase; and while doing so, we may sell the securities we acquired. In addition, a third-party shareholder compensating us may sell his or her shares of the issuer while we are publishing favorable information about the issuer. Except for the historical information presented herein, matters discussed in this article contain forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. CFN Media Group, which owns CannabisFN, is not registered with any financial or securities regulatory authority, and does not provide nor claims to provide investment advice or recommendations to readers of this release. CFN Media Group, which owns CannabisFN, may from time to time have a position in the securities mentioned herein and will increase or decrease such positions without notice. For making specific investment decisions, readers should seek their own advice and that of their own professional advisers. CFN Media Group, which owns CannabisFN, may be compensated for its Services in the form of cash-based and/or equity- based compensation in the companies it writes about, or a combination of the two. For full disclosure please visit: https://www.cannabisfn.com/legal-disclaimer/.

Copyright © Accelerize Inc. · All Rights Reserved · Privacy Policy · Legal Disclaimer

loading