Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Pursuant to the requirements of
the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Exhibit
99.1
Psyence
BioMed Announces Effective Date for 1-for-6.25 Reverse Stock Split
NEW
YORK – January 14, 2026 – Psyence Biomedical Ltd. (Nasdaq: PBM) (“Psyence BioMed”
or the “Company”), today announced the effective date of its 1-for-6.25 share consolidation (reverse stock split) of the
Company's issued and outstanding common shares. At a Special Meeting of Stockholders held on April 16, 2025, shareholders approved a
special resolution authorizing the Board of Directors, at any time prior to the next annual meeting of shareholders, to implement a share
consolidation at a ratio of up to 1-for-50, with the exact timing and consolidation ratio to be determined in the Board’s sole
discretion. Following this approval, the Company's Board of Directors initially authorized a 1-for-7.97 consolidation ratio which was
implemented Monday, May 5, 2025. On December 4, 2025, the board approved a second share consolidation at a ratio of 1-for-6.25.
The
Company's common shares are expected to begin trading on a post-consolidated basis at the opening of the market on January 20, 2026.
Following the consolidation, the Company's common shares will continue to trade under the symbol "PBM" on the Nasdaq Capital
Market, with a new CUSIP number 74449F407.
At
the effective time of the consolidation, every 6.25 issued and outstanding shares of the Company will automatically be combined into
one issued and outstanding common share. The number of shares and the exercise price of the Company's outstanding warrants and other
equity instruments will also be adjusted proportionately in accordance with their respective terms. As of January 14, 2026, the Company
had 6,388,604 common shares issued and outstanding. As a result of the consolidation, the Company will have 1,022,177 common shares issued
and outstanding.
No
fractional shares will be issued in connection with the consolidation. Any fractional share resulting from the consolidation will be
rounded down to the nearest whole share if the fraction is less than one-half of a share and rounded up to the nearest whole share if
the fraction is at least one-half of a share. The consolidation affects all shareholders uniformly and will not alter any shareholder's
percentage interest in the Company, except for minor adjustments resulting from the treatment of fractional shares. The share consolidation
occurs at the registered shareholder level. Shareholders who hold their common shares through brokers, banks, or other nominees (i.e.,
in 'street name') are considered beneficial holders and may experience a delay in the reflection of the consolidation in their accounts,
depending on the procedures of their broker, bank, or nominee.
Continental
Stock Transfer & Trust Company is acting as the exchange agent and transfer agent for the consolidation. Shareholders holding their
shares in book-entry form or through brokerage accounts are not required to take any action. Beneficial holders are encouraged to contact
their broker, bank, or custodian with any questions regarding the effect of the share consolidation.
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.
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. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives,
expectations, and intentions with respect to future operations, products and services; and other statements identified by words such
as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,”
“believe,” “intend,” “plan,” “projection,” “outlook” or words of similar
meaning.
Forward-looking
statements in this communication include statements regarding the timing and implementation of the share consolidation, the expected
timing for the Company’s common shares to begin trading on a post-consolidated basis, the Company’s ability to maintain compliance
with Nasdaq’s continued listing standards, the anticipated effects of the share consolidation (including on the market price of
the Company’s common shares), the issuance of a new CUSIP number, and the expected timing of adjustments to outstanding warrants
and other equity instruments and the reflection of the share consolidation in brokerage and other accounts. These statements are based
on current assumptions and expectations, including that the share consolidation will become effective as anticipated, and that the Company
will continue to meet Nasdaq’s ongoing listing standards. These assumptions may prove incorrect. There can be no assurance that
the Company will continue to maintain compliance with Nasdaq’s continued listing requirements. There are numerous risks and uncertainties
that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These
risks and uncertainties include, among others: (i) delays or challenges in completing the share consolidation; (ii) the Company’s
ability to maintain compliance with Nasdaq’s continued listing standards; (iii) potential volatility in the Company’s share
price following the consolidation; (iv) changes in the regulatory, competitive, and economic landscape; (v) risks associated with the
Company’s development plans and clinical trials; and (vi) risks related to the Company’s corporate authorizations for the
share consolidation, including the possibility of claims or proceedings challenging the validity, interpretation or sufficiency of the
shareholder resolutions authorizing the share consolidation. The foregoing list of factors is not exhaustive. You should carefully consider
the foregoing factors and the other risks and uncertainties 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 other documents filed by Psyence BioMed from time to time with the SEC.
These
filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially
from those contained in the forward-looking statements. Actual results and future events could differ materially from those anticipated
in such statements. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should
not place undue reliance on forward-looking statements, which speak only as of the date they are made. Except as required by law, Psyence
BioMed does not intend to update these forward-looking statements.
The
Company does not make any medical, treatment or health benefit claims about its proposed products. The U.S. Food and Drug Administration,
Health Canada or other similar regulatory authorities have not evaluated claims regarding psilocybin, psilocybin analogues, or other
psychedelic compounds or nutraceutical products. The efficacy of such products has not been confirmed by authorized clinical research.
There is no assurance that the use of psilocybin, psilocybin analogues, or other psychedelic compounds or nutraceuticals can diagnose,
treat, cure or prevent any disease or condition. Vigorous scientific research and clinical trials are needed. The Company’s product
candidates are investigational and have not been approved by any regulatory authority for use in the treatment of any disease or condition,
and clinical results (if any) may not be indicative of future results. Any references to quality, consistency, efficacy, and safety of
potential products do not imply that the Company has verified such in clinical trials or that the Company will complete such trials.
If the Company cannot obtain the approvals or research necessary to commercialize its business, it may have a material adverse effect
on the Company’s performance and operations.
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