PsyBio Therapeutics Corp. (formerly Leo Acquisitions Corp.) (“PsyBio”) recently completed a reverse takeover (the “Reverse Takeover”) of PsyBio Therapeutics, Inc. (the “Target”), a biotechnology company developing a new class of drugs intended for the potential treatment of mental health challenges and other disorders.
The Reverse Takeover was completed by way of a “three-cornered” amalgamation pursuant to the provisions of the Business Corporations Act (British Columbia) and a “three-cornered” merger under the laws of the State of Delaware. The Reverse Takeover constitutes PsyBio’s Qualifying Transaction (as defined by Policy 2.4 of the TSX Venture Exchange (the “TSXV”).
In connection with the Reverse Takeover, on Dec. 4, 2020, PsyBio Therapeutics Financing Inc. (“Finco”), a special purpose financing entity, completed a brokered private placement of 41,409,698 subscription receipts (“Subscription Receipts”) at a price of $0.35 per Subscription Receipt for aggregate gross proceeds of approximately $14.5 million. The Subscription Receipts were converted into shares of Finco and exchanged for subordinate voting shares of PsyBio (“Subordinate Voting Shares”) on closing of the Reverse Takeover.
The Subordinate Voting Shares commenced trading on the TSXV under the symbol “PSYB” on Feb. 25.
Aird & Berlis LLP represented the Target with a team that included
Sherri Altshuler,
Melanie Cole,
Adria Leung Lim,
Amy Marcen-Gaudaur,
Russell Sanders,
Meredith McCann,
David Mba (corporate and securities).
Cassels Brock & Blackwell LLP represented the syndicate of underwriters as Canadian counsel with a team that included
Nancy Choi,
Chandimal Nicholas,
David Singh,
Reza Sarsangi (corporate and securities).
Bennett Jones LLP represented Leo Acquisitions Corp. as Canadian counsel with a team that included
Aaron Sonshine,
Corey Yermus (corporate and securities).