Cybin Company Presentation

P r i v a t e & C o n f i d e n t i a l 34 When used in this Risk Factors section, references to “Cybin” or the “Company” refer to Cybin Corp. or any affiliate thereof and include, upon completion of the proposed reverse take-over transaction (the “Proposed Transaction”), the resulting issuer of the Proposed Transaction (the “Resulting Issuer”), and where the context requires or permits, also includes affiliates of the foregoing. References herein to “Resulting Issuer Shares” refer to the common shares in the capitalof the Resulting Issuer, after giving effect to the Proposed Combination. The following are certain factors relating to the business of the Resulting Issuer. These risks and uncertainties are not the only ones facing the Resulting Issuer. Additional risks and uncertainties not presently known to the Company or currently deemed immaterial by the Company, may also impair the operations of the Company and the Resulting Issuer. If any such risks actually occur, shareholders of the Resulting Issuer could lose all or part of their investment and the business, financial condition, liquidity, results of operations and prospects of the Resulting Issuer could be materially adversely affected and the ability of the Resulting Issuer to implement its growth plans could be adversely affected. The acquisition of any of the securities of the Company and the Resulting Issuer is speculative, involving a high degree of risk and should be undertaken only by persons whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. An investment in the securities of the Company and the Resulting Issuer should not constitute a major portion of an individual’s investment portfolio and should only be made by persons who can afford a totalloss of their investment. Investors should evaluate carefully the following risk factors associated with the Resulting Issuer’s securities, along with the risk factors described elsewhere in this presentation. Risks Pertaining to the Resulting Issuer’s Business and Industry Limited Operating History The Company has a limited operating history upon which its business and future prospects may be evaluated. The Resulting Issuer will be subject to all of the business risks and uncertainties associated with any new business enterprise, including the risk that it will not achieve its operating goals. In order for the Resulting Issuer to meet future operating and debt service requirements, it will need to be successful in its growth, marketing and sales efforts. Additionally, where the Resulting Issuer experiences increased production and future sales, its current operational infrastructure may require changes to scale its business efficiently and effectively to keep pace with demand, and achieve long-term profitability. If the Resulting Issuer’s products and services are not accepted by new customers, the Resulting Issuer’s operating results may be materially and adversely affected. Regulatory Risks and Uncertainties In Canada, certain psychedelic drugs are classified as Schedule I drugs under the Controlled Drugs and Substances Act and as such, medical and recreational use is illegal under Canadian federal laws. All facilities engaged with such substances by or on behalf of the Resulting Issuer do so under current licenses and permits issued by appropriate federal, provincial and local governmental agencies. While the Company is focused on programs using psychedelic inspired compounds, the Company does not have any direct or indirect involvement with the illegal selling, production or distribution of any substances in the jurisdictions in which it operates and does not intend to have any such involvement. However, a violation of any Canadian federal laws and regulations could result in significant fines, penalties, administrative sanctions, convictions or settlements arising from civil proceedings initiatedby either government entities in the jurisdictions in which the Resulting Issuer operates, or private citizens or criminal charges. The loss of the necessary licenses and permits for Schedule I drugs could have an adverse effect on the Resulting Issuer’s operations. The psychedelic drug industry is a fairly new industry and the Company cannot predict the impact of the ever-evolving compliance regime in respect of this industry. Similarly, the Company cannot predict the time required to secure all appropriate regulatory approvals for future products, or the extent of testing and documentation that may, from time to time, be required by governmental authorities. The impact of compliance regimes, any delays in obtaining, or failure to obtain regulatory approvals may significantly delay or impact the development of markets, its business and products, and sales initiatives and could have a material adverse effect on the business, financial conditionand operating results of the Resulting Issuer. The success of the Resulting Issuer’s business is dependent on the reform of controlled substances laws pertaining to psilocybin. If controlled substances laws are not favourably reformed in Canada, the United States, and other global jurisdictions, the commercial opportunitythatthe Resulting Issuer is pursuing may be highly limited. Jamaican Operations In Jamaica, psilocybin is currently not regulated and a future decision to regulate psilocybin in Jamaica could have a material adverse effect on the business, financial condition and operating results of the Resulting Issuer. Should there occur a future decision in Jamaica to regulate psilocybin, the Resulting Issuer cannot predict the time required to secure all appropriate regulatory approvals for its products, or the extent of testing and documentation thatmay be required by governmental authorities in Jamaica. The impact of future compliance regimes in Jamaica and any potentialdelays in obtaining,or failure to obtain,possible regulatory approvals could have a material adverse effect on the business, financial conditionand operating results of the Resulting Issuer. Plans for Growth The Company intends to grow rapidly and significantly expand its operations within the next twelve (12) to twenty four (24) months. This growth will place a significant strain on the Resulting Issuer’s management systems and resources. The Resulting Issuer will not be able to implement its business strategy in a rapidly evolving market, without an effective planning and management process. In particular, the Resulting Issuer may be required to manage multiple relationships with various strategic industry participants and other third parties, which relationships could be strained in the event of rapid growth. Similarly, a large increase in the number of third party relationships the Resulting Issuer has, may lead to management of the Resulting Issuer being unable to manage growth effectively. The occurrence of such events may result in the Resulting Issuer being unable to successfully identify, manage and exploit existing and potentialmarket opportunities. Early Stage of the Industryand Product Development Given the early stage of its product development, the Company can make no assurance that its research and development programs will result in regulatory approval or commercially viable products. To achieve profitable operations, the Resulting Issuer, alone or with others, must successfully develop, gain regulatory approval for, and market its future products. The Company currently has no products thathave been approved by Health Canada, the US Food and Drug Administration (“FDA”) or any similar regulatory authority.To obtainregulatory approvals for its product candidates being developed and to achieve commercial success, clinical trials must demonstrate thatthe product candidates are safe for human use and thatthey demonstrate efficacy. Many product candidates never reach the stage of clinical testing and even those that do have only a small chance of successfully completing clinical development and gaining regulatory approval. Product candidates can fail for a number of reasons, including, but not limited to, being unsafe for human use or due to the failure to provide therapeutic benefits equal to or better than the standard of treatment at the time of testing. Unsatisfactory results obtained from a particular study relating to a research and development program may cause the Resulting Issuer or its collaborators to abandon commitments to that program. Positive results of early preclinical research may not be indicative of the results that will be obtained in later stages of preclinical or clinical research. Similarly, positive results from early-stage clinical trials may not be indicative of favourable outcomes in later-stage clinical trials, and the Company and the Resulting Issuer can make no assurance thatany future studies, if undertaken, will yield favourable results. The early stage of the Company’s and the Resulting Issuer’s product development makes it particularly uncertain whether any of its product development efforts will prove to be successful and meet applicable regulatory requirements, and whether any of its product candidates will receive the requisite regulatory approvals, be capable of being manufactured at a reasonable cost or be successfully marketed. If the Resulting Issuer is successful in developing its current and future product candidates into approved products, it will still experience many potential obstacles, which would affect its ability to successfully market and commercialize such approved products, such as the need to develop or obtain manufacturing, marketing and distribution capabilities, price pressures from third-partypayors, or proposed changes in health care systems. If the Resulting Issuer is unable to successfully market and commercialize any of its products, its financial condition and results of operations may be materially and adversely affected. The Company and the Resulting Issuer can make no assurance that any future studies, if undertaken, will yield favorable results. Many companies in the pharmaceutical and biotechnology industries have suffered significant setbacks in later-stage clinical trials after achieving positive results in early-stage development, and the Company and the Resulting Issuer cannot be certain that it will not face similar setbacks. These setbacks have been caused by, among other things, preclinical findings made while clinical trials were underway or safety or efficacy observations made in clinical trials, including previously unreported adverse events. Moreover, preclinical and clinical data are often susceptible to varying interpretations and analyses, and many companies that believed their product candidates performed satisfactorily in preclinical studies and clinical trials nonetheless failed to obtain Health Canada or FDA approval. If the Resulting Issuer fails to produce positive results in its future clinical trials and other programs, the development timeline and regulatory approval and commercialization prospects for the Resulting Issuer’s leading product candidates, and, correspondingly, its business and financial prospects, would be materially adversely affected. Preclinical testing and clinical trials for the Resulting Issuer’s products may not achieve the desired results. The results of preclinical testing and clinical trials are uncertain. Product approvals are subject to a number of contingencies and may not be obtained in the time expected or at all. The Resulting Issuer’s products may not attract a following among patients, retailers and/or providers. The Company and the Resulting Issuer expects to face an inherent risk of exposure to product liability claims, regulatory action and litigation if the products it plans to distribute are alleged to have caused loss or injury. There can be no assurance that the Resulting Issuer will be able to obtain or maintain product liability insurance on acceptable terms or with adequate coverage against potential liabilities. The Resulting Issuer’s business relies on its ability to access, develop, and sell psilocybin. Psilocybin is a controlled substance in many jurisdictions, including in Canada under Schedule III of the Controlled Drugs and Substances Act and in the Unites States. The Resulting Issuer may face difficulty accessing psilocybin and the public capital markets in Canada as a result of the response of regulators, stock exchanges, and other market participantsto the Resulting Issuer’s development and sale of a controlled substance. The Resulting Issuer may also have limited access to traditionalbanking services, as well as limited access to debt financing from traditionalinstitutionallenders. The medical efficacy of psilocybin has not been confirmed and requires further study and scientific rigor. RISK FACTORS