Tryp Therapeutics Inc. Announces Private Placement of Unsecured Convertible Notes for Gross Proceeds of AUD$3.0 Million

KELOWNA, BC / ACCESSWIRE / November 2, 2023 / Tryp Therapeutics, Inc. ("Tryp" or the "Company") (CSE:TRYP), a clinical-stage biotechnology company focused on developing intravenous-infused psilocin (the active metabolite of psilocybin) for diseases with high unmet medical needs, is pleased to announce a private placement (the "Private Placement") of unsecured convertible notes (the "Notes") for an aggregate principal amount of up to AUD$3.0 million, with the ability to accept oversubscriptions of up to AUD$0.3m.

The Notes will be denominated in Australian Dollars, will have a term of 12 months (the "Maturity Date"), and will be interest free. The Notes shall automatically convert into common shares in the capital of the Company (the "Common Shares") on the earlier of: (i) the Maturity Date, or (ii) the time the Company is completing a liquidity event, as defined in the Notes. The price at which the Notes will be converted into Common Shares will vary depending on various scenarios as set out in the Notes and at a conversion price fixed in accordance with CSE policies. The proceeds of the Private Placement will be used for general working capital purposes. Closing of the Private Placement is anticipated to occur on or about November 9, 2023, and is subject to receipt of all necessary corporate and regulatory approvals, including the approval of the Canadian Securities Exchange (the "CSE"). The Notes and the underlying Tryp Shares issuable on conversion of the Notes, will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.

In connection with the Private Placement, the Company has entered into an engagement agreement (the "Engagement Agreement") with ACNS Capital Markets Pty Ltd trading as Alto Capital ("Alto Capital") pursuant to which Alto Capital is entitled to a cash fee of 6% of proceeds raised under the Private Placement and will be issued such number of warrants as equals to 4.0% of the Common Shares issuable on conversion of the Notes.

It is currently expected that one or more directors or officers of the Company will participate in the Private Placement, acquiring Notes on the same basis as other subscribers. In addition, a director is entitled to receive certain fees from Alto Capital in connection with the Private Placement and the transactions contemplated in the Engagement Agreement. Consequently, the Private Placement constitutes a "related party transaction" as such term is defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company will rely on Section 5.5(b) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement.

The Company also announces that it has granted an aggregate of 10,463,548 incentive stock options to certain of the Company's officers and directors. The options are subject to vesting provisions, have an exercise price set in accordance with the policies of the CSE and expire in 2028.

This press release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.

About Tryp

Tryp Therapeutics is a clinical-stage biotechnology company focused on developing proprietary, novel formulations for the administration of psilocin in combination with psychotherapy to treat diseases with unmet medical needs. Tryp's lead program, TRP-8803, is a proprietary formulation of IV-infused psilocin (the active metabolite of psilocybin) that alleviates numerous shortcomings of oral psilocybin including: significantly reducing the time to onset of the psychedelic state, controlling the depth and duration of the psychedelic experience, and reducing the overall duration of the intervention to a commercially feasible timeframe. The Company has initiated a Phase 2a clinical trial for the treatment of Binge Eating Disorder at the University of Florida, where an interim analysis showed an average reduction in binge eating episodes of greater than 80%. The Company is also planning for Phase 2a clinical trials with the University of Michigan for the treatment of fibromyalgia and with Massachusetts General Hospital for the treatment of abdominal pain related to irritable bowel syndrome. An IND submission for each of these trials has been cleared to proceed by the FDA. Each of the studies are utilizing TRP-8802 (synthetic, oral psilocybin) to demonstrate clinical benefit in these indications. Where a positive clinical response has been demonstrated, subsequent studies are expected to utilize TRP-8803 (IV-infused psilocin), which has the potential to further improve efficacy, safety and patient experience. For more information, please visit www.tryptherapeutics.com.

Investor & Media Contact

Peter Molloy
Chief Business Officer
Tryp Therapeutics Inc.
pmolloy@tryptherapeutics.com

Forward-looking Information:

Certain information in this news release, including statements relating to the anticipated closing date of the Private Placement and the use of proceeds of the Private Placement, constitutes forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "is positioned", "estimates", "intends", "assumes", "anticipates" or "does not anticipate" or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "will" or "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events.

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by Tryp as of the date of this news release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the "Risk Factors" section of Tryp's final prospectus available at www.sedarplus.ca. These factors are not intended to represent a complete list of the factors that could affect Tryp; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this news release are made as of the date of this news release, and Tryp expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE: Tryp Therapeutics Inc.