Cybin Inc. raises $50M via Rule 506(b) private debt & warrants

Q: How much capital did Cybin Inc. (CYBN) raise in the 2025 Form D offering?

Cybin sold $50,000,000 of securities, with no remaining amount to be sold.

Q: What types of securities were issued in Cybin鈥檚 private placement?

The offering includes debt instruments, warrants/options, and shares issuable upon warrant exercise .

Q: Which Regulation D exemption did Cybin rely on?

The company claimed Rule 506(b) , which limits general solicitation and generally restricts sales to accredited investors.

Q: What sales commissions were paid on the offering?

Cybin disclosed $2,670,000 in commissions to Joseph Gunnar & Co., LLC; no finder鈥檚 fees were reported.

Q: How many investors participated in the offering?

The filing lists one investor who purchased the entire $50 million allocation.

Q: Is the financing connected to a merger or acquisition?

No. The filing states the offering is not related to any business combination transaction.

[D] Cybin Inc. SEC Filing

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Cybin Inc. (CYBN) filed a Form D announcing the completion of a Rule 506(b) private placement. The Ontario-based psychedelic therapeutics company sold $50 million in a mix of debt securities, warrants/options, and underlying shares. The first sale occurred on 30 June 2025 and the offering will not extend beyond one year. All of the targeted amount has been placed, leaving $0 remaining.

Key terms

Total offering size: $50,000,000
Securities type: Debt plus equity-linked instruments
Number of investors: 1 (accredited status not disclosed)
Sales commissions: $2,670,000 (Joseph Gunnar & Co., LLC)
Finder鈥檚 fees: $0
Proceeds earmarked for insiders: $0

The issuer declined to disclose revenue or asset size. The financing adds fresh capital without immediate payments to executives or directors and is not tied to a merger or acquisition. The exemption selected (Rule 506(b)) restricts general solicitation and requires sales only to accredited investors or up to 35 non-accredited sophisticated purchasers.

Positive

$50 million in gross proceeds secured, bolstering Cybin鈥檚 cash position for ongoing development.
No insider payments disclosed, reducing potential conflicts of interest.
Reasonable commission rate of roughly 5.3%, indicating cost-effective capital raising.

Negative

Financing includes debt and warrant components, introducing leverage and future equity dilution.
Single-investor structure concentrates ownership and negotiation power.
Company declined to disclose revenue, limiting visibility into leverage capacity.

Insights

TL;DR: Cybin secures $50 M via private debt + warrants, strengthening liquidity but adding leverage and potential dilution.

The completed $50 million raise delivers meaningful cash for R&D and clinical programs without immediate insider payouts. Using debt alongside warrants implies future dilution and interest expense, but avoids an all-equity raise that could have pressured the share price today. A single investor simplifies negotiations yet concentrates counter-party risk. At 5.3% (2.67/50) selling cost, placement expenses are reasonable for a Rule 506(b) deal. Overall, the financing improves near-term funding capacity and signals investor confidence, though leverage metrics will need monitoring once terms are disclosed.

TL;DR: Form D shows compliance with Reg D; minimal governance red flags observed.

The filing adheres to Rule 506(b) requirements and discloses all executive and director relationships. No proceeds are directed to insiders, mitigating conflict-of-interest concerns. Commission disclosure is clear, and the absence of finder鈥檚 fees reduces related-party risk. Lack of revenue data limits transparency but is permissible under Reg D. Concentration in a single investor increases influence over company decisions, a point boards should address through covenant management.

07/10/2025 - 03:36 PM

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001833141

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

CYBIN INC.

Jurisdiction of Incorporation/Organization

ONTARIO, CANADA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
CYBIN INC.
Street Address 1		Street Address 2
100 King St. West, Suite 5600
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
Toronto	ONTARIO, CANADA	M5X 1C9	866-292-4601

3. Related Persons

Last Name	First Name	Middle Name
Drysdale	Douglas
Street Address 1	Street Address 2
100 King St. West, Suite 5600
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M5X 1C9

Relationship:	X	Executive Officer		Director		Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Tziras	George
Street Address 1	Street Address 2
100 King St. West, Suite 5600
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M5X 1C9

Relationship:	X	Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
So	Eric
Street Address 1	Street Address 2
100 King St. West, Suite 5600
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M5X 1C9

Relationship:	X	Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Fahel	Gabriel
Street Address 1	Street Address 2
100 King St. West, Suite 5600
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M5X 1C9

Relationship:	X	Executive Officer		Director		Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Glavine	Paul
Street Address 1	Street Address 2
100 King St. West, Suite 5600
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M5X 1C9

Relationship:	X	Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Cavers	Greg
Street Address 1	Street Address 2
100 King St. West, Suite 5600
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M5X 1C9

Relationship:	X	Executive Officer		Director		Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Bartlone	Aaron
Street Address 1	Street Address 2
100 King St. West, Suite 5600
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M5X 1C9

Relationship:	X	Executive Officer		Director		Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Firestone	Theresa
Street Address 1	Street Address 2
100 King St. West, Suite 5600
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M5X 1C9

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Lawson	Mark
Street Address 1	Street Address 2
100 King St. West, Suite 5600
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M5X 1C9

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Froese	Grant
Street Address 1	Street Address 2
100 King St. West, Suite 5600
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M5X C19

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hoskins	Eric
Street Address 1	Street Address 2
100 King St. West, Suite 5600
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M5X 1C9

Relationship:		Executive Officer	X	Director		Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

Health Care

Biotechnology

Health Insurance

Hospitals & Physicians

Pharmaceuticals

Other Health Care

Manufacturing

AG真人官方 Estate

Commercial

Construction

REITS & Finance

Residential

Other AG真人官方 Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range
	No Revenues	No Aggregate Net Asset Value
	$1 - $1,000,000	$1 - $5,000,000
	$1,000,001 - $5,000,000	$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000	$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000	$50,000,001 - $100,000,000
	Over $100,000,000	Over $100,000,000
X	Decline to Disclose	Decline to Disclose
	Not Applicable	Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1)

Section 3(c)(9)

Section 3(c)(2)

Section 3(c)(10)

Section 3(c)(3)

Section 3(c)(11)

Section 3(c)(4)

Section 3(c)(12)

Section 3(c)(5)

Section 3(c)(13)

Section 3(c)(6)

Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-06-30				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?

Yes

9. Type(s) of Securities Offered (select all that apply)

	Equity	Pooled Investment Fund Interests
X	Debt	Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security	Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?

Yes

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor

USD

12. Sales Compensation

Recipient

Recipient CRD Number

None

Joseph Gunnar & Co., LLC

24795

(Associated) Broker or Dealer

None

(Associated) Broker or Dealer CRD Number

None

Street Address 1

Street Address 2

1000 RXR Plaza

City

State/Province/Country

ZIP/Postal Code

Uniondale

NEW YORK

11556

State(s) of Solicitation (select all that apply)
Check "All States" or check individual States

All States

Foreign/non-US

CONNECTICUT

13. Offering and Sales Amounts

Total Offering Amount

$50,000,000

USD

Indefinite

Total Amount Sold

$50,000,000

USD

Total Remaining to be Sold

USD

Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions

$2,670,000

USD

Estimate

Finders' Fees

USD

Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
CYBIN INC.	/s/ Douglas Drysdale	Douglas Drysdale	CEO	2025-07-09

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

Source:

FAQ

How much capital did Cybin Inc. (CYBN) raise in the 2025 Form D offering?

Cybin sold $50,000,000 of securities, with no remaining amount to be sold.

What types of securities were issued in Cybin鈥檚 private placement?

The offering includes debt instruments, warrants/options, and shares issuable upon warrant exercise.

Which Regulation D exemption did Cybin rely on?

The company claimed Rule 506(b), which limits general solicitation and generally restricts sales to accredited investors.

What sales commissions were paid on the offering?

Cybin disclosed $2,670,000 in commissions to Joseph Gunnar & Co., LLC; no finder鈥檚 fees were reported.

How many investors participated in the offering?

The filing lists one investor who purchased the entire $50 million allocation.

Is the financing connected to a merger or acquisition?

No. The filing states the offering is not related to any business combination transaction.

Were any proceeds allocated to Cybin鈥檚 executives or directors?

$0 of the gross proceeds are designated for payments to insiders.

AG真人官方

[D] Cybin Inc. SEC Filing

Insights

FAQ

How much capital did Cybin Inc. (CYBN) raise in the 2025 Form D offering?

What types of securities were issued in Cybin鈥檚 private placement?

Which Regulation D exemption did Cybin rely on?

What sales commissions were paid on the offering?

How many investors participated in the offering?

Is the financing connected to a merger or acquisition?

Were any proceeds allocated to Cybin鈥檚 executives or directors?

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Trending News

[D] Cybin Inc. SEC Filing

Insights

Financial Analyst positive

Corporate Governance Expert neutral

FAQ

How much capital did Cybin Inc. (CYBN) raise in the 2025 Form D offering?

What types of securities were issued in Cybin鈥檚 private placement?

Which Regulation D exemption did Cybin rely on?

What sales commissions were paid on the offering?

How many investors participated in the offering?

Is the financing connected to a merger or acquisition?

Were any proceeds allocated to Cybin鈥檚 executives or directors?

NYSE:CYBN

CYBN Rankings

CYBN Latest News

CYBN Latest SEC Filings

CYBN Stock Data