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PCYBIN THERAPEUTIC INC

PCYBIN THERAPEUTIC INC

PCYBIN Therapeutic is a biotech holdings and Acquisitions Company focused on improving individual physical and psychosocial functioning through medicinal fungi products, including psychoactive compounds. A first‐of‐its‐kind venture that is blending operational execution with strategic investing across all aspects of the psychedelics value chain — from basic research on botanical psychedelics to operation of a full growing facility.

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  • Overview
  • Offering Document
  • Team
  • Background
  • Media

Business Overview

PCYBIN Therapeutic is a biotech holdings and Acquisitions Company focused on improving individual
physical and psychosocial functioning through medicinal fungi products, including psychoactive
compounds.

OFFERING DOCUMENT

Item 1: RISKS OF INVESTING

No securities regulatory authority or regulator has assessed reviewed or approved the merits of these securities or reviewed this offering document. Any representation to the contrary is an offense. This is a risky investment.

Full Legal name: PCYBIN THERAPEUTIC INC.
Head office address: Suite 280, 2475 Dobbin Road, West Kelowna British Columbia, V4T 2E9
Telephone: 250‐863‐1490
Website URL: www.pcybin.com
Fax:

Company Contact Person

Full legal name: Shane Gordon
Position held with the issuer: Director
Business address: Suite 280, 2475 Dobbin Road, West Kelowna British Columbia, V4T 2E9
Business telephone: 250‐863‐1490
Fax:
Business e-mail: pcybintherapeutic@gmail.com

Business Overview

Issuer's Business

A more detailed description of the issuer's business is provided below.

The principal business of the Issuer will be the identification and evaluation of assets or businesses with a view to completing an acquisition.  The Issuer has not commenced commercial operations and has no assets other than a minimum amount of cash. Until completion of an acquisition, the Issuer will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing an acquisition.

A more detailed description of the Issuer’s business is provided below.

Management

Full legal name: Shane Gordon
Municipality of residence: B.C
Email address: PCYBINTHERAPEUTIC@GMAIL.COM
Position at issuer: Director, CEO
Principal occupation for the last five years: Investor and entrepreneur
Expertise, education, and experience that is relevant to the issuer's business: Mr. Gordon brings vision, vast experience in brand marketing, product innovation, consumer packaged goods , and supply chain. Mr. Gordon’s wealth of knowledge, developing an array of products and taking them to market across global channels of distribution, will help PCYBIN execute on its new venture. He brings a combined knowledge of over 20 years in both sectors
Number and type of securities of the issuer owned: 3,000,000 Common Shares
Date securities were acquired and price paid for the securities: 3,000,000 @ $.005 on 09/18/2019
Percentage of the issuer's securities held as of the date of this offering document: 50%

(a) has ever, pled guilty to or been found guilty of:
  • A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada: NO
  • A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction: NO
  • A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein: NO
  • An offence under the criminal legislation of any other foreign jurisdiction: NO

(b) is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last ten years related to his or her involvement in any type of business, securities, insurance or banking activity: YES

(c) is or has been the subject of a bankruptcy or insolvency proceeding: NO

(d) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b) or (c) above: NO



Full legal name: Noah Thomas Caleb Barlow
Municipality of residence: O.N
Email address: PCYBINTHERAPEUTIC@GMAIL.COM
Position at issuer: Chief Marketing Officer
Principal occupation for the last five years: Marketing and Communications
Expertise, education, and experience that is relevant to the issuer's business: Noah Barlow is an active Canadian entrepreneur and pioneer in the cannabis space, leading the brand and package design for both Starseed Medical and Saturday Cannabis to launch in the Canadian Marketplace. Further to the brand design and development, Noah led the CRM, social and community-building efforts for UP Cannabis (HIP.V), helping to gain, leverage and engage over 50,000 followers. In addition to his experience in Cannabis, Noah has over 8 years in Beverage Alcohol marketing and was responsible for the entire launch and roll‐out of Miller Lite in Canada, taking the brand to the number #3 beer in the most competitive category segment. Lastly, as former VP of Marketing at GreenSpace Brands (JTR.V), Noah led the marketing for one of Canada's most innovative CPG companies, helping to grow revenue by over 20% in his first year. Noah now leads his own consultancy helping brands to build retail experiences, pop‐ups, websites, complete OOH, social media, influencer, retail and shopper marketing campaigns.
Number and type of securities of the issuer owned: 1,000,000 Common Shares
Date securities were acquired and price paid for the securities: 1,000,000 @ $.005 on 09/18/2019
Percentage of the issuer's securities held as of the date of this offering document: 16%

(a) has ever, pled guilty to or been found guilty of:
  • A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada: NO
  • A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction: NO
  • A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein: NO
  • An offence under the criminal legislation of any other foreign jurisdiction: NO

(b) is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last ten years related to his or her involvement in any type of business, securities, insurance or banking activity: NO

(c) is or has been the subject of a bankruptcy or insolvency proceeding: NO

(d) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b) or (c) above: NO



Full legal name: Daniel Stephen Vice
Municipality of residence: B.C
Email address: PCYBINTHERAPEUTIC@GMAIL.COM
Position at issuer: Director and Chief Innovation Officer
Principal occupation for the last five years: Nurse and research associate
Expertise, education, and experience that is relevant to the issuer's business: Daniel is a psychiatric‐mental health nurse practitioner student training at the University of Missouri. Working in psychiatry led him to witness many patients in clinical practice who do not respond to conventional psychiatric treatments and struggle with their associated adverse effects. From these challenges, he learned that present treatment of certain psychiatric disorders can be improved and strongly believes that select mushrooms can be deep reservoirs of powerful medicines and have the potential to treat a multitude of mental health disorders. Daniel is a registered nurse with a master’s degree in nursing from Johns Hopkins University and is equipped with advanced knowledge in pharmacotherapeutics, neuroscience, and psychiatry. He will utilize his inclusive education and training to translate evidence-based treatments into products with nutritional and cognitive benefits that may offer resiliency against the pathogenesis of some mental disorders.
Number and type of securities of the issuer owned: 2,000,000 Common Shares
Date securities were acquired and price paid for the securities: 2,000,000 @ $.005 on 09/18/2019
Percentage of the issuer's securities held as of the date of this offering document: 33%

(a) has ever, pled guilty to or been found guilty of:
  • A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada: NO
  • A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction: NO
  • A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein: NO
  • An offence under the criminal legislation of any other foreign jurisdiction: NO

(b) is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last ten years related to his or her involvement in any type of business, securities, insurance or banking activity: NO

(c) is or has been the subject of a bankruptcy or insolvency proceeding: NO

(d) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b) or (c) above: NO



Start-Up Crowdfunding Distribution

Name of the funding portal the issuer is using to conduct its start-up crowdfunding distribution: www.syndaventures.ca

List the name of all the participating jurisdictions (Canadian province or territory) where the issuer intends to raise funds and make this offering document available: British Columbia

The date before which the issuer must have raised the minimum offering amount for the closing of the distribution (no later than 90 days after the date this offering document is made available on the funding portal): 90 days after the date on this offering document

The date(s) and description of any amendment(s) made to this offering document if any: N/A

Type Of Securities Being Issued

Type of securities being offered: Special Warrants

The eligible securities offered provide the following rights:

Voting rights: The Special Warrants do not carry the right to vote, however each share entitles the holder to notice of, and to attend and vote at, each meeting of shareholders.

Dividends or interests (describe any right to receive dividends or interest): Dividends will be paid on common shares from available net income if and when declared by the directors of the Issuer.

Rights on dissolution: All shares entitle the holders to participate rateably in the allocation and distribution of assets upon the dissolution or liquidation of the Issuer.

Conversion rights (describe what each security is convertible into): The Special Warrants automatically convert into common shares of the Issuer on a one to one basis (i) upon a prospectus being filed that qualifies the special warrants or (ii) on that date that is 4 months from the closing date.

Other: N/A

Summary of any other material restrictions or conditions that attach to the eligible securities being offered, such as tag-along, drag along or pre-emptive rights: N/A

Offering Details

Total Amount ($) Total number of eligible securities issuable
Minimum offering amount 5000 50,000
Maximum offering amount 250,000 2,500,000
Price per eligible security .10

Minimum investment amount per purchaser: $125

"The minimum offering amount stated in this offering document may be satisfied with funds that are unconditionally available to PCYBIN THERAPEUTIC INC. that are raised by concurrent distributions using other prospectus exemptions without having to amend this offering document that are raised by concurrent distributions using other prospectus exemptions without having to amend this offering document."

Issuer's Business

Details about the issuer's industry and operations: PCYBIN Therapeutic is a biotech holdings and Acquisitions Company focused on improving individual physical and psychosocial functioning through medicinal fungi products, including psychoactive compounds. A first‐of‐its‐kind venture that is blending operational execution with strategic investing across all aspects of the psychedelics value chain — from basic research on botanical psychedelics to operation of a full growing facility. In this regard, the main goals: 1.further develop the Company’s product *Cognitive support blend*, a fungi‐based supplement product 2.pursue intellectual property protection on *Cognitive support blend* and other products 3.manufacture GMP products, including psilocybin‐containing mushrooms 3.launch branded products into distribution outlets and storefronts nationwide

Legal structure of the issuer and the jurisdiction where the issuer is incorporated or organized: The Issuer is a company incorporated pursuant to the Business Corporations Act of British Columbia.

Issuer's articles of incorporation, limited partnership agreement, shareholder agreement or similar documents are available to purchasers at: The Issuer’s articles of incorporation can be viewed at the Head Office of the Issuer.

Issuer's Operations

Has never conducted operations:
Is in the development stage: X
Is currently conducting operations:
Has shown profit in the last financial year:
Financial statements available: NO

Information for purchasers: If you receive financial statements from an issuer conducting a start-up crowdfunding distribution, you should know that those financial statements have not been provided to or reviewed by a securities regulatory authority or regulator. They are not part of this offering document. You should ask the issuer which accounting standards were used to prepare the financial statements and whether the financial statements have been audited. You should also consider seeking

advice of an accountant or an independent financial adviser about the information in the financial statements.

Describe the number and type of securities of the issuer outstanding as at the date of the offering document. If there are securities outstanding other than the eligible securities being offered, please describe those securities. Total Common Shares outstanding as at the date of the offering is 6,000,000

Use of Funds

Provide information on all funds previously raised and how they were used by the issuer: N/A

Using the following table, provide a detailed breakdown of how the issuer will use the funds from this start- up crowdfunding distribution. If any of the funds will be paid directly or indirectly to a promoter, director, officer or control person of the issuer, disclose in a note to the table the name of the person, the relationship to the issuer and the amount. If more than 10% of the available funds will be used by the issuer to pay debt and the issuer incurred the debt within the two preceding financial years, describe why the debt was incurred.

Description of intended use of funds listed in order or priority Total amount ($)

Assuming minimum offering amount

Assuming maximum offering amount

Unallocated Working Capital 2,000 84,000
Product Development 2,500 100,000
Portal Fees 500 16,000
Total: 5000 250,000

Previous Start-Up Crowdfunding Distributions

The full legal name of the issuer that made the distribution: N/A
The name of the funding portal: N/A
The distribution closed successfully: N/A

Compensation Paid To Funding Portal

Describe the commission, fee and any other amounts expected to be paid by the issuer to the funding portal for this start-up crowdfunding distribution:
  1. Compensation:

In consideration of the Services, Issuer agrees to pay to Synda Ventures the following fees: (a) Portal Fee: A fee (the “Portal Fee”) calculated as 7% of the aggregate amount of actual Gross proceeds raised under the Offering (“Offering Proceeds”) (b) Payment Processing Fees: Fees (the “Processing Fees”) calculated as 2.9% of Offering Proceeds and further $0.10 per each Investor Subscription shall be charged by Synda Ventures and/or its third‐party payment processor and be automatically deducted from the Offering Proceeds. The Processing Fees are subject to change without notice. (c) Compensation Warrants: Synda Ventures will not

Risk Factors

Business Risk – The Issuer has only very recently started operations and has no history of successful investments.

Systemic Risk – The areas where the Issuer intends to focus its investments are developing at great speed and the technologies are new and changing, and competition is intense. It cannot be known which new companies will be successful and what future government regulations may be imposed or what effects they may have on the companies in which the Issuer invests.

Financing and Dilution Risks – The Issuer will need to raise additional funds to develop its business until the time that it realizes profits from its investments. There can be no assurance that the Issuer will be able to obtain adequate financing in the future to conduct its business, or that the terms of such financing will be favourable. It will likely sell additional shares to raise needed funds, which will result in the dilution of each shareholder’s equity interest in the Issuer.

Liquidity Risk – No market exists for securities of the Issuer; and there is no assurance that a trading market in the Issuer’s securities will be established and sustained.

Order of importance, starting with the most important, the main risks of investing in the issuer's business for the purchasers:

Investment in the Special Warrants is highly speculative given the proposed nature of the Issuer’s business and its present stage of development. The following are risk factors associated with the Issuer, but are not intended to be all-inclusive:

  1. (a) The Issuer was only recently incorporated, has not commenced commercial operations and has no assets other than cash. It has no history of earnings, and will not generate earnings or pay dividends in the near future.
  2. (b) Investment in the Special Warrants is highly speculative given the proposed nature of the Issuer’s business and its present stage of development.
  3. (c) The directors and officers of the Issuer will only devote a portion of their time to the business and affairs of the Issuer and some of them are or will be engaged in other projects or businesses such that conflicts of interest may arise from time to time.
  4. (d) There can be no assurance that the Issuer will be successful in filing a prospectus, in which case the Special Warrants will have no economic value. The Special Warrants are subject to an indefinite hold period and the investor may have no ability to sell its Special Warrants.
  5. (e) If the Special Warrants are converted to common shares, there can be no assurance that an active and liquid market for the Issuer’s common shares will develop and an investor may find it difficult to resell its common shares.
  6. (f) The Issuer has only limited funds with which to identify and evaluate potential acquisitions and there can be no assurance that the Issuer will be able to identify a suitable acquisition.
  7. (g) Even if a proposed transaction is identified, there can be no assurance that the Issuer will be able to successfully complete the transaction.
  8. (h) Any transaction may be financed in all or part by the issuance of additional securities by the Issuer and this may result in dilution to the investor, which dilution may be significant and which may also result in a change of control of the Issuer.

As a result of these factors, an investment in the Special Warrants is only suitable for those investors who are willing to rely solely on management of the Issuer and who can afford to lose their entire investment. Those investors who are not prepared to do so should not invest in the Special Warrants.

Reporting Obligations

The Issuer will provide notice to each purchaser of each annual and special meeting of shareholders, together with an annual report of operations.

Resale Restrictions

The securities you are purchasing are subject to a resale restriction. You may never be able to resell the securities.

Purchaser's Rights

If you purchase these securities, your rights may be limited and you will not have the same rights that are attached to a prospectus under applicable securities legislation. For information about your rights you should consult a lawyer.

You can cancel your agreement to purchase these securities. To do so, you must send a notice to the funding portal within 48 hours of your subscription. If there is an amendment to this offering document, you can cancel your agreement to purchase these securities by sending a notice to the funding portal within 48 hours of receiving notice of the amendment.

The offering of securities described in this offering document is made pursuant to a start-up crowdfunding registration and prospectus exemptions order issued by the securities regulatory authority or regulator in each participating jurisdiction exempting the issuer from the prospectus requirement and the funding portal from the registration requirement. 

Team Members

Shane Gordon
B.C
Director, CEO

Gordon brings vision, vast experience in brand marketing, product innovation, consumer packaged goods and supply chain. Mr. Gordon’s wealth of knowledge, developing an array of products and taking them to market across global channels of distribution, will help PCYBIN execute on its new venture. He brings a combined knowledge of over 20 years in both sectors



Noah Thomas Caleb Barlow

O.N
Chief Marketing Officer

Noah is an active Canadian entrepreneur and pioneer in the cannabis space, leading the brand and package design for both Starseed Medical and Saturday Cannabis to launch in the Canadian Marketplace. Further to the brand design and development, Noah led the CRM, social and community building efforts for UP Cannabis (HIP.V), helping togain, leverage and engage over 50,000 followers.

In addition to his experience in Cannabis, Noah has over 8 years in Beverage Alcohol marketing and was responsible for the entire launch and roll‐out of Miller Lite in Canada, taking the brand to the number #3 beer in the most competitive category segment.

Lastly, as former VP of Marketing at GreenSpace Brands (JTR.V) Noah led the marketing for one of Canada’s most innovative CPG companies, helping to grow revenue by over 20% in his first year.

Noah now leads his own consultancy helping brands to build retail experiences, pop‐ups, websites, complete OOH, social media, influencer, retail and shopper marketing campaigns.



Daniel Stephen Vice

B.C
Director and Chief Innovation Officer

Daniel is a psychiatric‐mental health nurse practitioner student training at the University of Missouri. Working in
psychiatry led him to witness many patients in clinical practice who do not respond to conventional psychiatric treatments and struggle with their associated adverse effects.

From these challenges, he learned that present treatment of certain psychiatric disorders can be improved and strongly believes that select mushrooms can be deep reservoirs of powerful medicines and have the potential to treat a multitude of mental health disorders.

Daniel is a registered nurse with a master’s degree in nursing from Johns Hopkins University and is equipped with advanced knowledge in pharmacotherapeutics, neuroscience, and psychiatry. He will utilize his inclusive education and training to translate evidence-based treatments into products with nutritional and cognitive benefits that may offer resiliency against the pathogenesis of some mental disorders.

Company Details

PCYBIN Therapeutic is a biotech holdings and Acquisitions Company focused on improving individual physical and psychosocial functioning through medicinal fungi products, including psychoactive compounds. A first‐of‐its‐kind venture that is blending operational execution with strategic investing across all aspects of the psychedelics value chain — from basic research on botanical psychedelics to operation of a full growing facility.

In this regard, the main goals:

  • further develop the Company’s product *Cognitive support blend*, a fungi‐based supplement product
  • pursue intellectual property protection on *Cognitive support blend* and other products
  • manufacture GMP products, including psilocybin‐containing mushrooms
  •  launch branded products into distribution outlets and storefronts nationwide

 

In the News

Coming soon!

Please be aware, investments of this nature carry risks to your capital as well as potential returns. Please read our disclaimer before deciding to invest. We also recommend going to Investright, a program of the British Columbia Securities Commission (BCSC).

Investment Information

Goal: 7.5%
  • Funding Goal: $5,000
  • Investment Type: Special Warrants
  • Share Price: .10
  • Available Shares: 2500000
  • Min Investment: $125
  • Launch Date: 15-10-2019
  • Close Date: 02-01-2020
  • Days Left: 23
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