Psyence BioMed Announces Exercise of Put Option by PsyLabs and Strategic Equity Investment
Rhea-AI Summary
Psyence BioMed (Nasdaq: PBM) announced that Psyence Labs exercised a previously disclosed put option, triggering a share-for-share equity investment in PsyLabs valued at US$5,000,000.
The Company will receive 2,900 PsyLabs shares and issue 1,146,159 PBM shares; closing is expected on or about February 25, 2026. No cash will change hands and the transaction would leave PsyLabs with ~49.98% of PBM outstanding shares.
Positive
- PsyLabs subscription amount of US$5,000,000
- Share-for-share exchange avoids any cash outlay by PBM
- Transaction strengthens long-term supply alignment for clinical programs
- Board approval of Psyence BioMed obtained
Negative
- Issuance of 1,146,159 PBM shares creates significant dilution
- PsyLabs would beneficially own ~49.98% of PBM post-issuance
- Closing remains subject to PsyLabs representations and no material adverse event confirmation
News Market Reaction – PBM
In the Feb 23 session, PBM declined 10.80%, reflecting a significant negative market reaction. Argus tracked a peak move of +36.3% during that session. Our momentum scanner triggered 17 alerts that day, indicating notable trading interest and price volatility.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Feb 17 | Shareholder meeting results | Neutral | -9.7% | All shareholder matters approved, including up to 250:1 share consolidations. |
| Feb 13 | Put option approval | Positive | +10.0% | Board approved Put Option with PsyLabs to secure long-term supply. |
| Feb 11 | Litigation settlement | Negative | -6.9% | Settlement of KAOS claim including US$1,500,000 payment and share sale terms. |
| Jan 28 | Reverse split effective | Neutral | +22.0% | Announced effective date for 1-for-6.25 reverse stock split on Feb 2, 2026. |
| Jan 22 | Meeting adjournment | Negative | -12.7% | Annual and special meeting adjourned due to lack of requisite quorum. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Recent governance and capital-structure news often produced double-digit moves, with several negative reactions to corporate actions and legal updates.
Over the last few months, PBM focused on capital structure and governance: a 1-for-6.25 reverse split effective Feb 2, 2026, meeting adjournment then approval of all proposals including up to a 250:1 consolidation, and settlement of KAOS litigation. On Feb 13, PBM first approved the Put Option Agreement with PsyLabs, which drew a positive 9.96% move. Today’s exercise of that option extends this strategic equity linkage and deepens the supply relationship with PsyLabs.
Key Terms
put option financial
fair market value financial
30-day vwap financial
special committee regulatory
independent third-party valuation financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
NEW YORK, Feb. 20, 2026 (GLOBE NEWSWIRE) -- Psyence Biomedical Ltd. (Nasdaq: PBM) (“Psyence BioMed” or the “Company”), a biopharmaceutical company advancing nature-derived psilocybin and ibogaine therapies for unmet mental health needs, today announced that Psyence Labs Ltd., a leading developer and manufacturer of pharmaceutical-grade psychedelic compounds ("PsyLabs") has exercised its rights under a previously disclosed put option agreement (the "Put Option Agreement"), pursuant to which Psyence BioMed will make an equity investment in PsyLabs at a fair market value determined in accordance with the terms of the Put Option Agreement.
The Put Option Agreement was previously disclosed by Psyence BioMed and forms part of the broader strategic and commercial relationship between the two vertically integrated companies, including licensing and supply arrangements relating to pharmaceutical-grade psychedelic compounds.
Transaction Overview
Pursuant to the exercise of the Put Option Agreement, Psyence BioMed will acquire equity securities of PsyLabs at a price reflecting fair market value determined in accordance with the valuation methodology set out in the Put Option Agreement, in exchange for common shares in Psyence BioMed ("Share-for-Share Exchange"). The investment is expected to strengthen strategic alignment between the parties, and the transaction, as a whole, is expected to support Psyence BioMed's long-term supply strategy as its clinical and commercialization programs advance.
The closing of the investment and the Share-for-Share Exchange is subject to customary closing conditions set out in the Put Option Agreement, including the approval of the Board of Psyence BioMed, which has been obtained, the delivery by PsyLabs of documentation evidencing its fair market value, confirmation from PsyLabs that its representations and warranties remain true and that no material adverse event has taken place affecting PsyLabs or its business. The Company expects to consummate the Share-for-Share Exchange on or about February 25, 2026.
In connection with the Share-for-Share Exchange, PsyLabs will issue to the Company 2,900 PsyLabs Shares, representing an aggregate value of US
No cash consideration will be exchanged in connection with the Share-for-Share Exchange. Following the issuance of the PBM Shares, PsyLabs will beneficially own approximately
Strategic Context
The exercise of the Put Option reflects the continued evolution of the strategic relationship between the parties, and the Company believes that the transaction supports its long-term objective of securing access to high-quality, pharmaceutical-grade manufacturing capabilities while maintaining capital allocation discipline as its development programs progress.
Governance
As previously disclosed, certain executives of the Company provide consulting services to PsyLabs, and certain individuals are also members of the board of directors of subsidiaries of PsyLabs for purposes of safeguarding the Company's investment into the PsyLabs group. Collectively, these individuals beneficially own less than
About PsyLabs
PsyLabs is a psychedelic Active Pharmaceutical Ingredient (API) development company, federally licensed to cultivate, extract, and export psilocybin mushrooms and other psychedelic compounds including psilocin, mescaline, ibogaine, and dimethyltryptamine (DMT) to legal medical and research markets. The company has successfully exported psilocybin products to Canada, the UK, Portugal, and Slovenia, and supplies purified extracts to its UK-based CMO partner.
PsyLabs operates from an ISO 22000-certified facility audited by the British Standards Institution, ensuring the highest standards of safety and traceability. With a focus on natural compound purification, regulatory support, and global distribution, PsyLabs is expanding its product pipeline to include ibogaine and other next-generation psychedelics.
www.psylabs.life
About Psyence BioMed
Psyence Biomedical Ltd. (Nasdaq: PBM) is one of the few multi-asset, vertically integrated biopharmaceutical companies specializing in psychedelic-based therapeutics. It is the first life sciences biotechnology company focused on developing nature-derived (non-synthetic) psilocybin and ibogaine-based psychedelic medicine to be listed on Nasdaq. We are dedicated to addressing unmet mental health needs. We are committed to an evidence-based approach in developing safe, effective, and FDA-approved nature-derived psychedelic treatments for a broad range of mental health disorders.
Learn more at www.psyencebiomed.com and on LinkedIn.
Contact Information for Psyence Biomedical Ltd.
Email: ir@psyencebiomed.com
Media Inquiries: media@psyencebiomed.com
General Information: info@psyencebiomed.com
Investor Contact:
Michael Kydd
Investor Relations Advisor
michael@psyencebiomed.com
Forward Looking Statements
This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding the anticipated closing of the Share-for-Share Exchange, the expected timing of closing, the issuance of common shares of the Company to PsyLabs, the anticipated ownership percentage of PsyLabs following closing, the strategic rationale for the transaction, anticipated supply and manufacturing benefits, and the Company’s future development and commercialization plans. Forward-looking statements are typically identified by words such as “expects,” “anticipates,” “believes,” “intends,” “plans,” “will,” “may,” “should,” “could,” or similar expressions.
These statements are based on current assumptions and expectations, including assumptions that all closing conditions under the Put Option Agreement will be satisfied or waived, that required corporate approvals will remain effective, that no material adverse change will occur with respect to PsyLabs, that the Company will remain in compliance with applicable Nasdaq listing requirements, and that the strategic relationship between the parties will continue as currently contemplated. These assumptions are inherently uncertain and may prove to be incorrect.
There can be no assurance that the Share-for-Share Exchange will be consummated on the expected timeline or at all. The issuance of 1,146,159 common shares represents a significant percentage of the Company’s outstanding equity and is expected to result in substantial dilution to existing shareholders. Following closing, PsyLabs is expected to beneficially own approximately
Actual results could differ materially from those expressed or implied by these forward-looking statements due to various risks and uncertainties, including, without limitation: (i) risks that one or more closing conditions are not satisfied; (ii) risks relating to stockholder dilution and potential changes in control or influence; (iii) risks associated with related-party transactions and corporate governance matters; (iv) the Company’s ability to maintain compliance with Nasdaq listing standards; (v) volatility in the market price of the Company’s common shares; (vi) regulatory, legal or stock exchange review of the transaction and related notifications; (vii) changes in market, economic or industry conditions; and (viii) risks relating to the Company’s clinical development programs, supply chain arrangements and commercialization strategy.
Additional risks and uncertainties are described in the “Risk Factors” section of the Company’s final prospectus (File No. 333-298285) filed with the Securities and Exchange Commission (the “SEC”) on November 3, 2025, and in the Company’s other filings with the SEC. These filings identify additional factors that could cause actual results to differ materially from those described in forward-looking statements.
Forward-looking statements speak only as of the date of this communication. Except as required by law, the Company undertakes no obligation to update or revise any forward-looking statements.
The Company does not make any medical, treatment or health benefit claims regarding its product candidates. Regulatory authorities have not approved or evaluated claims regarding psilocybin, ibogaine or other psychedelic compounds. The safety and efficacy of such compounds have not been established through approved clinical trials, and there can be no assurance that regulatory approvals necessary for commercialization will be obtained.
