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 28, 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. As previously
disclosed, the Company’s Board of Directors approved a reverse stock split at a ratio of 1-for-6.25, which was intended to become
effective at the opening of the market on January 20, 2026, however, following further internal consideration, the Company yesterday announced
that it had elected to delay the effectiveness of the reverse stock split to a later date.
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 February 2, 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 21, 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.
