Deep Track Capital and affiliated entities report owning 2,391,505 Cybin Inc. common shares, representing 4.74% of the class as of December 31, 2025. The position includes 537,250 warrants exercisable into common stock, subject to a 9.99% maximum beneficial ownership limitation.
The ownership calculation uses 50,431,381 shares, based on 49,894,131 common shares outstanding as of December 19, 2025 plus the warrants counted up to the stated cap. The filers certify the holdings are not for the purpose of changing or influencing control of Cybin.
Positive
None.
Negative
None.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake in Cybin Inc. (CYBN) does Deep Track Capital report?
Deep Track Capital and its affiliates report beneficial ownership of 2,391,505 Cybin common shares, representing 4.74% of the company’s outstanding class as of December 31, 2025, based on a total share count of 50,431,381.
How was Deep Track’s 4.74% ownership of Cybin (CYBN) calculated?
The 4.74% figure is based on 50,431,381 shares, which includes 49,894,131 common shares outstanding as of December 19, 2025, plus 537,250 warrants that could be converted into common stock by the reporting persons, subject to a maximum ownership cap.
What type of securities does Deep Track hold in Cybin (CYBN)?
Deep Track’s beneficial ownership in Cybin consists of common shares and warrants. It reports 2,391,505 shares beneficially owned, including 537,250 warrants that are exercisable into common stock, all counted within a 9.99% maximum beneficial ownership limitation.
What is the 9.99% Maximum Percentage mentioned in the Cybin (CYBN) filing?
The 9.99% Maximum Percentage is a cap that prevents the warrant holder from exercising warrants if doing so would push its beneficial ownership above 9.99% of Cybin’s outstanding common stock immediately after the exercise, effectively limiting ownership concentration.
Does Deep Track seek to influence control of Cybin Inc. (CYBN)?
The reporting persons explicitly certify that the securities were not acquired and are not held for the purpose of changing or influencing the control of Cybin Inc., and are not held in connection with any transaction having that control-related purpose or effect.
Who are the reporting persons in this Cybin (CYBN) Schedule 13G/A?
The filing lists three reporting persons: Deep Track Capital, LP, Deep Track Biotechnology Master Fund, Ltd., and David Kroin. Deep Track Capital, LP is identified as the relevant entity for which David Kroin may be considered a control person.
(i) Delaware
(ii) Cayman Islands
(iii) United States
(d)
Title of class of securities:
Common Shares, no par value
(e)
CUSIP No.:
23256X407
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
2,391,505
(b)
Percent of class:
4.74%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
2,391,505
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
2,391,505
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Deep Track Capital, LP is the relevant entity for which David Kroin may be considered a control person.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Deep Track Capital, LP
Signature:
/s/ David Kroin
Name/Title:
David Kroin, Managing Member of the General Partner of the Investment Adviser
Date:
02/13/2026
Deep Track Biotechnology Master Fund, Ltd.
Signature:
/s/ David Kroin
Name/Title:
David Kroin, Director
Date:
02/13/2026
David Kroin
Signature:
/s/ David Kroin
Name/Title:
David Kroin
Date:
02/13/2026
Exhibit Information
Item 4: Information with respect to the Reporting Persons' ownership of the Common Stock as of December 31, 2025, is incorporated by reference to items (5) - (9) and (11) of the cover page of the respective Reporting Person.
The amount beneficially owned by each Reporting Person is determined using 50,431,381 shares, calculated using 49,894,131 Common Stock outstanding as of December 19, 2025, according to the issuer's F-10 filed with the SEC on December 19, 2025 and 537,250 Warrants that would be converted to Common Stock by the Reporting Person up to the Maximum Percentage.
The beneficially owned shares include 537,250 Warrants exercisable to common stock, subject to a 9.99% Maximum Percentage exercise limitation. The Issuer shall not effect the exercise of any portion of the Warrants, to the extent that after giving effect to such exercise, the holder collectively would beneficially own in excess of 9.99% (the "Maximum Percentage") of the number of Common Stock outstanding immediately after giving effect to such exercise.
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G/A, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: February 13, 2026
Deep Track Capital, LP
By: /s/ David Kroin
David Kroin, Managing Member of the General Partner of the Investment Adviser
Deep Track Biotechnology Master Fund, Ltd.
By: /s/ David Kroin
David Kroin, Director
David Kroin
By: /s/ David Kroin
David Kroin
