[D] CYBIN INC. SEC Filing

Rhea-AI Filing Summary

CYBIN INC. filed a Form D for a new, Regulation D exempt offering under Rule 506(b) to register up to $120,070 USD in potential proceeds, which represents the maximum amount potentially received from the exercise of stock options. No proceeds have been sold yet and total remaining to be sold is $120,070 USD. The securities consist primarily of stock options exercisable at CAD$11.00 per share that vest in eight quarterly tranches beginning September 30, 2025. The offering is intended to last more than one year. No sales commissions or finders’ fees were disclosed and no proceeds are allocated to named executives or directors. One investor is reported and one non-accredited investor has participated.

Insights

Financial Analyst

TL;DR Small, option-based Reg D raise with limited near-term dilution and minimal immediate capital impact.

The Form D registers potential proceeds of $120,070 USD tied to option exercises at CAD$11.00 per share, with vesting over eight quarterly tranches starting September 30, 2025. Because no amount has been sold yet and the total is modest relative to a typical public company financing, this filing is unlikely to materially affect CYBN’s short-term capital structure or liquidity. The use of Rule 506(b) indicates a private placement approach without general solicitation. Reporting of a single investor, including one non-accredited investor, suggests a narrowly targeted transaction rather than a broad retail raise.

Corporate Governance Expert

TL;DR Filing documents executive-related option issuance mechanics and maintains disclosure of related persons and no related-party proceeds.

The filing lists multiple executive officers and directors by name and confirms $0 of offering proceeds will be used to pay named executives or directors. The option exercise structure and multi-quarter vesting schedule establish a defined timeline for potential equity issuance. The absence of sales agents and commissions reduces third-party distribution oversight. The presence of one non-accredited investor is noted, which has governance and compliance implications under Reg D recordkeeping but does not indicate material governance concerns by itself.

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

X 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
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
Tziras	George
Street Address 1	Street Address 2
100 King Street West	Suite 560
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	V5X 1C9

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Fahel	Gabriel
Street Address 1	Street Address 2
100 King Street 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 Street 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 Street 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 Street 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 Street 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 Street 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 Street 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
Hoskins	Eric
Street Address 1	Street Address 2
100 King Street 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 No

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
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value 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	2025-08-29				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? X Yes No

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

	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	X	Other (describe)
		Stock options exercisable at CAD$11.00 per share vesting in eight quarterly tranches beginning September 30, 2025.

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 X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$120,070	USD	or Indefinite
Total Amount Sold	$0	USD
Total Remaining to be Sold	$120,070	USD	or Indefinite

Clarification of Response (if Necessary):

Total offering amount represents maximum potential proceeds from exercise of options. CAD$1.3742=USD$1.00

14. Investors

X	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.	1
	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:	1

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	$0	USD	Estimate
Finders' Fees	$0	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.

$0

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/ Greg Cavers	Greg Cavers	CFO	2025-09-22

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.