{"id":440118,"date":"2021-02-19T15:20:21","date_gmt":"2021-02-19T20:20:21","guid":{"rendered":"http:\/\/www.marketnewsdesk.com\/?p=440118"},"modified":"2021-02-19T15:20:21","modified_gmt":"2021-02-19T20:20:21","slug":"psybio-completes-reverse-take-over-transaction","status":"publish","type":"post","link":"https:\/\/www.marketnewsdesk.com\/index.php\/psybio-completes-reverse-take-over-transaction\/","title":{"rendered":"PsyBio Completes Reverse Take-Over Transaction"},"content":{"rendered":"

\nCommon Shares Expected to Commence Trading on the TSX Venture Exchange Imminently
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\n Not for distribution to United States newswire services or for release publication,\u00a0<\/em>
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\n distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.<\/em>
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TORONTO, Feb. 19, 2021 (GLOBE NEWSWIRE) — PsyBio Therapeutics Corp. (formerly Leo Acquisitions Corp.) (the \u201cCompany<\/strong>\u201d), announces that it has completed its previously announced reverse takeover of PsyBio Therapeutics, Inc. (\u201cPsyBio<\/strong>\u201d), a biotechnology company developing a new class of drugs intended for the treatment of mental health challenges and other disorders (the \u201cReverse Takeover<\/strong>\u201d). The Reverse Takeover constitutes the Company’s Qualifying Transaction (as defined by Policy 2.4 of the TSX Venture Exchange (the \u201cTSXV<\/strong>\u201d) and was completed pursuant to the terms of a business combination agreement dated December 2, 2020, as amended on February 18, 2021 (the \u201cBusiness Combination Agreement<\/strong>\u201d), among the Company, 1276949 B.C. Ltd., a wholly owned subsidiary of the Company (\u201cBC Sub<\/strong>\u201d), Eluss, Inc. a wholly owned subsidiary of the Company (\u201cUS Sub<\/strong>\u201d), PsyBio and PsyBio Therapeutics Financing Inc. (\u201cFinco<\/strong>\u201d).<\/p>\n

\u201cWe are delighted to have completed the Reverse Takeover and to have received conditional approval to list PsyBio\u2019s shares on the TSXV. This is an important milestone for PsyBio as we enter the public market with the goal of enhancing our visibility within the investment community and broadening our investor base to build long-term shareholder value. Given our platform\u2019s ability to efficiently develop next generation psychoactive compounds, we envision building a company with the potential to help transform the treatment of mental health challenges and other disorders,\u201d said Evan Levine, PsyBio\u2019s Chief Executive Officer. \u201cWe believe in the application of psychedelic therapies and look forward to advancing them and our other product candidates.\u201d<\/p>\n

Prior to the Reverse Takeover taking effect:<\/p>\n

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  1. the Company: (a) continued out of the jurisdiction of the Business Corporations Act <\/em>(Ontario) and into the jurisdiction of the Business Corporations Act <\/em>(British Columbia) (the \u201cContinuance<\/strong>\u201d), (b) re-designated its common shares (\u201cCommon Shares<\/strong>\u201d) as subordinate voting shares (the \u201cSubordinate Voting Shares<\/strong>\u201d), (c) created a new class of multiple voting shares (the \u201cMultiple Voting Shares<\/strong>\u201d), (d) changed its name to PsyBio Therapeutics Corp., and (e) consolidated the Subordinate Voting Shares on the basis of 1.6667 old Subordinate Voting Shares into one new Subordinate Voting Share (the \u201cConsolidation<\/strong>\u201d) ((a)-(e) being collectively referred to as the \u201cCompany Amendments<\/strong>\u201d); and<\/li>\n
  2. PsyBio effected a share-split whereby each common share of PsyBio was exchanged for 1.1529 common shares of PsyBio (the \u201cPsyBio Shares<\/strong>\u201d).<\/li>\n<\/ol>\n

    On December 4, 2020, Finco completed a brokered private placement (\u201cPrivate Placement<\/strong>\u201d) of 41,409,698 subscription receipts (\u201cSubscription Receipts<\/strong>\u201d) at a price of\u00a0$0.35\u00a0per Subscription Receipt (the \u201cIssue Price<\/strong>\u201d) for aggregate gross proceeds of\u00a0$14,493,394. Eight Capital acted as lead agent in connection with the financing, together with Canaccord Genuity Corp. Immediately prior to closing the Reverse Takeover, each Subscription Receipt was converted into one common share of Finco (each a \u201cFinco Share<\/strong>\u201d).<\/p>\n

    The Reverse Takeover was completed by way of a \u201cthree-cornered\u201d amalgamation pursuant to the provisions of the Business Corporations Act <\/em>(British Columbia) (the \u201cAmalgamation<\/strong>\u201d) and a \u201cthree-cornered\u201d merger, under the laws of the State of Delaware (the \u201cMerger<\/strong>\u201d). Pursuant to the Amalgamation, all Finco Shares were exchanged for Subordinate Voting Shares on a one-for-one basis and Finco and BC Sub amalgamated, with the resulting entity (\u201cAmalco<\/strong>\u201d) to continue as a wholly-owned subsidiary of the Company. It is anticipated that Amalco will be wound-up and dissolved, pursuant to which all of the assets of Amalco will then distributed to the Company. Pursuant to the Merger, all PsyBio Shares were exchanged for 1\/1,000 of one Multiple Voting Share (on the basis of one PsyBio Share for every one underlying Subordinate Voting Share) and PsyBio and US Sub amalgamated, with the resulting entity to continue as a wholly-owned subsidiary of the Company.<\/p>\n

    The Company Amendments were approved at the annual and special meeting of the shareholders of the Company held on January 13, 2021 (the \u201cASM<\/strong>\u201d). In conjunction with the closing of the Reverse Takeover, RSM Canada LLP will resign from its role as auditor of the Company and the auditor of PsyBio, MNP LLP, will be appointed as auditor of the Company. In the opinion of the Company, no \u201creportable event\u201d (as such term is defined in National Instrument 51-102 Continuous Disclosure Obligations<\/em>) has occurred.<\/p>\n

    The reclassification of the Common Shares into Subordinate Voting Shares and the creation of the Multiple Voting Shares in connection with the Reverse Takeover is for the purpose of allowing the Company to maintain its status as a \u201cforeign private issuer\u201d as determined in accordance with Rule 3b-4(c) under the U.S. Exchange Act. The Multiple Voting Shares are intended to minimize the proportion of the outstanding voting securities of the Company that are held by \u201cU.S. persons\u201d for purposes of determining whether the Company is a \u201cforeign private issuer”. The holders of Multiple Voting Shares are entitled to one vote in respect of each Subordinate Voting Share into which such Multiple Voting Share could be converted, and as such the Multiple Voting Shares do not necessarily hold voting rights that are superior to the holders of Subordinate Voting Shares, on an as converted to Subordinate Voting Shares basis. The rights of holders of Multiple Voting Shares to convert such shares into Subordinate Voting Shares will be subject to the Company preserving \u201cforeign private issuer\u201d status. The Multiple Voting Shares will not be listed for trading in any market and, as such, holders of Multiple Voting Shares will not be able to trade their shares without conversion.<\/p>\n

    The Company\u2019s Subordinate Voting Shares are expected to commence trading on the TSXV, upon satisfaction of certain TSXV conditions to listing, under the symbol \u201cPSYB.\u201d A further press release will be issued once trading has commenced.<\/p>\n

    Following the Reverse Takeover, the leadership team of the Company is as follows:<\/p>\n