Cybin Inc. (CYBN): Venrock-affiliated entities and individuals filed a Schedule 13G reporting beneficial ownership of 5,111,412 common shares, representing 9.99% of the class as of the 10/31/2025 event date.
The stake comprises common shares plus pre-funded warrants and common warrants, all subject to a 9.99% Beneficial Ownership Blocker. The percentage is based on 27,616,381 common shares outstanding as of 10/28/2025, 22,277,750 shares issued in a registered direct offering that closed on 10/31/2025, and 1,271,162 shares issuable upon warrant exercise. Cover-page percentages are rounded down to 9.9% due to EDGAR limits.
The reporting group includes Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, L.L.C., Venrock Healthcare Capital Partners EG, L.P., their managers, and individuals Nimish Shah and Bong Y. Koh. They certified the holdings were not acquired to change or influence control.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Cybin Inc.
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
23256X407
(CUSIP Number)
10/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
23256X407
1
Names of Reporting Persons
Venrock Healthcare Capital Partners III, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,111,412.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,111,412.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,111,412.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
23256X407
1
Names of Reporting Persons
VHCP Co-Investment Holdings III, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,111,412.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,111,412.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,111,412.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
23256X407
1
Names of Reporting Persons
Venrock Healthcare Capital Partners EG, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,111,412.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,111,412.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,111,412.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
23256X407
1
Names of Reporting Persons
VHCP Management III, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,111,412.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,111,412.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,111,412.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
23256X407
1
Names of Reporting Persons
VHCP Management EG, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,111,412.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,111,412.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,111,412.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
23256X407
1
Names of Reporting Persons
Nimish Shah
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,111,412.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,111,412.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,111,412.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
23256X407
1
Names of Reporting Persons
Bong Y. Koh
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,111,412.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,111,412.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,111,412.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Cybin Inc.
(b)
Address of issuer's principal executive offices:
100 King Street West, Suite 5600, Toronto, A6, M5X 1C9.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
Venrock Healthcare Capital Partners III, L.P. ("VHCP III")
VHCP Co-Investment Holdings III, LLC ("VHCP Co-Investment III")
Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG")
VHCP Management III, LLC ("VHCP Management III")
VHCP Management EG, LLC ("VHCP Management EG")
Nimish Shah ("Shah")
Bong Koh ("Koh")
The Reporting Persons are members of a group for the purposes of this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
New York Office:
7 Bryant Park, 23rd Floor
New York, NY 10018
Palo Alto Office:
3340 Hillview Avenue
Palo Alto, CA 94304
(c)
Citizenship:
All of the entities were organized in Delaware. Shah and Koh are both United States citizens.
(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:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
The Reporting Persons' ownership of the Issuer's securities consists of (i) 802,228 common shares, pre-funded warrants (the "Pre-Funded Warrants") exercisable for up to 802,228 common shares and common warrants (the "Common Warrants" and together with the Pre-Funded Warrants, the "Warrants") exercisable for up to 561,560 common shares held by VHCP III, (ii) 80,261 common shares, Pre-Funded Warrants exercisable for up to 80,261 common shares and Common Warrants exercisable for up to 56,183 common shares held by VHCP Co-Investment III, and (iii) 2,957,761 common shares, Pre-Funded Warrants exercisable for up to 2,957,761 common shares and Common Warrants exercisable for up to 2,070,432 common shares held by VHCP EG. The Warrants contain a provision (the "Beneficial Ownership Blocker"), which precludes the exercise of the Warrants to the extent that, following exercise, VHCP III, VHCP Co-Investment III and VHCP EG, together with their affiliates and other attribution parties, would own more than 9.99% of the common shares outstanding of the Issuer. VHCP III, VHCP Co-Investment III and VHCP EG are currently prohibited from exercising a portion of the Warrants to the extent that such exercise would result in beneficial ownership of more than 5,111,412 common shares of the Issuer.
VHCP Management III is the general partner of VHCP III and the manager of VHCP Co-Investment III. VHCP Management EG is the general partner of VHCP EG. Messrs. Shah and Koh are the voting members of VHCP Management III and VHCP Management EG.
(b)
Percent of class:
Due to the Beneficial Ownership Blocker listed in the Warrants, each Reporting Person's beneficial ownership percentage is 9.99%. Such percentage is based upon the sum of (i) 27,616,381 common shares of the Issuer outstanding as of October 28, 2025, as reported in Exhibit 99.1 to the Issuer's Report on Form 6-K filed with the Securities and Exchange Commission (the "SEC") on October 29, 2025 and (ii) 22,277,750 common shares issued in the registered direct offering, which closed on October 31, 2025, as reported in the Issuer's prospectus supplement filed with the SEC on October 29, 2025; and (iii) 1,271,162 common shares issuable upon the exercise of the Warrants. Due to field limitations of the EDGAR filing system, the percentages listed in Row 11 of the Reporting Persons' cover pages have been rounded down to 9.9%.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
Item 5.
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.
Not Applicable
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.
Venrock Healthcare Capital Partners III, L.P.
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management III, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:
11/07/2025
VHCP Co-Investment Holdings III, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management III, LLC, its Manager, By Sherman G. Souther, Authorized Signatory
Date:
11/07/2025
Venrock Healthcare Capital Partners EG, L.P.
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management EG, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:
11/07/2025
VHCP Management III, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
11/07/2025
VHCP Management EG, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
11/07/2025
Nimish Shah
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Attorney-in-fact
Date:
11/07/2025
Bong Y. Koh
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Attorney-in-fact
Date:
11/07/2025
Exhibit Information
Exhibit 24.1 Power of Attorney for Bong Koh
Exhibit 24.2 Power of Attorney for Nimish Shah
Exhibit 99.1 Joint Filing Agreement
Venrock-affiliated entities (VHCP III, VHCP Co-Investment III, VHCP EG), VHCP Management entities, and individuals Nimish Shah and Bong Y. Koh.
How many Cybin shares are reported as beneficially owned?
An aggregate of 5,111,412 common shares beneficially owned.
What percent of Cybin’s class does this represent?
A 9.99% beneficial ownership (rounded to 9.9% on cover pages).
What securities make up the reported holdings?
Common shares, pre-funded warrants, and common warrants, all limited by a 9.99% Beneficial Ownership Blocker.
What is the date of the event requiring this filing?
The event date is 10/31/2025.
How was the ownership percentage calculated?
Based on 27,616,381 shares outstanding as of 10/28/2025, 22,277,750 shares from a registered direct offering on 10/31/2025, and 1,271,162 shares issuable upon warrant exercise.
Did the filers indicate an intent to influence control of Cybin?
They certified the securities were not acquired or held to change or influence control.
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