Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
On September 23, 2026, Psyence Biomedical Ltd. (the “Company”)
issued a press release announcing a cash investment in Psyence Labs Ltd. (“PsyLabs”) by the Company’s affiliate, Psyence
Biomed II Corp. (“PBCII”), and a value-matched share-for-share exchange among the Company, PsyLabs and PBCII, together with
the establishment of Texas Ibogaine Research Corporation, a U.S. subsidiary of the Company, and the Company’s plans for a potential
ibogaine clinical trial in Texas. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 6-K and is incorporated
by reference herein.
The press release is qualified in its entirety by reference to the full text of the agreements filed as exhibits to this Report on Form
6-K. The description of the transactions in the press release and in this Report does not purport to be complete and is subject to, and
qualified in its entirety by, the Pre-emption Notice and Backstop Subscription Commitment dated September 9, 2026 filed as Exhibit 10.1
hereto, the Form of Irrevocable Acceptance dated September 16, 2026 filed as Exhibit 10.2 hereto, and the Share-for-Share Swap and Nomination
Agreement dated September 21, 2026 filed as Exhibit 10.3 hereto.
This Report on Form 6-K, including Exhibit 99.1 and Exhibits 10.1,
10.2 and 10.3 attached hereto, is hereby expressly incorporated by reference into the Company’s registration statement on Form F-3
(Registration No. 333-298570) and shall be deemed a part thereof from the date hereof, except to the extent superseded by information
contained in documents or reports subsequently filed with or furnished to the Securities and Exchange Commission that is, or is deemed
to be, incorporated by reference therein.
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 BIOMEDICAL LTD.
NASDAQ: PBM
FOR IMMEDIATE RELEASE
Psyence BioMed Announces Strategic Ibogaine Investment
Transactions include an investment of up to US$5 million in PsyLabs
and an approximately US$9 million value-matched share exchange
Highlights
| ● | The
Company is actively advancing plans for a potential ibogaine clinical trial in Texas for Opioid Use Disorder (OUD). |
| ● | Texas
Ibogaine Research Corporation (TIRC), a dedicated U.S. subsidiary of Psyence BioMed, has been established for its planned ibogaine development
activities in the US. |
| ● | Psyence
BioMed has agreed to invest up to US$5 million in PsyLabs, of which US$2.4 million has been committed, to support scientific development
and pharmaceutical-grade manufacturing capabilities relevant to the planned U.S. program. |
| ● | Psyence
BioMed and PsyLabs have agreed to a value-matched share exchange with a transaction value of approximately US$9 million on each side. |
NEW YORK, September 23, 2026 (GLOBE NEWSWIRE) — Psyence
Biomedical Ltd. (Nasdaq: PBM) (“Psyence BioMed” or the “Company”), a biopharmaceutical company developing nature-derived
neuroplastogen therapeutics, today announced that it has agreed to make a cash investment of up to US$5 million in Psyence Labs Ltd. (“PsyLabs”),
together with a value-matched share exchange between the two companies. The transactions are intended to support the scientific, manufacturing
and development capabilities required for Psyence BioMed’s planned U.S. ibogaine program.
TIRC, registered and headquartered in Texas, has been established to
provide a dedicated corporate structure through which the Company can coordinate its planned U.S. regulatory, clinical and development
activities involving pharmaceutical-grade ibogaine.
The Company is currently evaluating the feasibility and design of a
potential ibogaine clinical trial in Texas. Any clinical program would be subject to protocol development, regulatory review and authorization,
institutional approvals, funding, site selection and other customary requirements.
Texas has emerged as an important state for publicly supported ibogaine
research. Psyence BioMed believes that establishing a dedicated presence in the state positions the Company to participate in this developing
research environment while building the regulatory and clinical infrastructure required for a potential U.S. development program.
Strategic
Investment and Share Exchange
To support its planned development activities, Psyence BioMed has agreed
to invest up to US$5 million in PsyLabs. The investment is intended to fund scientific work and the continued development of pharmaceutical-grade
ibogaine manufacturing capabilities relevant to Psyence BioMed’s U.S. program. Psyence BioMed has irrevocably committed to subscribe
for US$2.4 million (936 PsyLabs ordinary shares at US$2,564 per share, based on a pre-money equity valuation of PsyLabs of US$54 million)
under its pro rata pre-emption entitlement in PsyLabs’ current financing round. The balance of up to US$2.6 million is a backstop
commitment to subscribe for shares in that financing round not taken up by other PsyLabs shareholders, in up to two tranches of up to
US$1.3 million each, payable upon certain milestones being achieved and other customary conditions. If the milestone tranches have not
been called and completed by December 31, 2026, Psyence BioMed’s obligation to fund them will lapse.
In addition to the abovementioned investment, the Company and PsyLabs
have also agreed to a reciprocal share-for-share exchange, with each component valued at approximately US$9 million, subject to applicable
corporate and regulatory approvals, required Nasdaq notifications and other customary closing conditions. The share exchange agreement
may be terminated by any party if closing has not occurred by November 30, 2026. Under the agreed terms:
| ● | Psyence
BioMed will issue 1,497,500 common shares to PsyLabs, representing approximately US$8.99 million in transaction value based on a deemed
issue price of US$6.00 per PBM share; and |
| ● | PsyLabs
will issue 3,473 ordinary shares to Psyence BioMed, representing an equivalent transaction value of approximately US$8.99 million based
on an implied equity valuation of PsyLabs of US$60 million derived from an independent third-party valuation. |
Psyence BioMed is making the cash investment, and will hold the PsyLabs
shares to be issued under the share exchange, through its wholly-owned subsidiary, Psyence Biomed II Corp. The share exchange increases
each company’s ownership interest in the other. Immediately prior to the transactions, PsyLabs held approximately 30.22% of Psyence
BioMed’s issued and outstanding common shares, and Psyence BioMed held approximately 29.17% of PsyLabs’ issued and outstanding
shares. Immediately following completion of the share exchange and the committed portion of the cash investment, PsyLabs will hold approximately
49.89% of Psyence BioMed’s issued and outstanding common shares, and Psyence BioMed will hold approximately 41.13% of PsyLabs’
issued and outstanding shares. The cash investment and the share exchange are related-party transactions. Psyence BioMed believes the
transactions will more closely align its clinical and regulatory development activities with PsyLabs’ pharmaceutical-grade manufacturing
and supply capabilities.
“Access to pharmaceutical-grade ibogaine is fundamental to the
U.S. program we are planning,” said Jody Aufrichtig, Chief Executive Officer of Psyence BioMed and TIRC. “Our investment in
PsyLabs, together with the share exchange, is intended to align Psyence BioMed more closely with the manufacturing and supply capabilities
we believe a regulated clinical program will require, while TIRC provides the dedicated U.S. structure through which we intend to advance
that program. Our objective is to advance this program responsibly, supported by rigorous clinical research and pharmaceutical-grade manufacturing.”
“TIRC is intended to bring greater coordination to the regulatory,
clinical and operational components of our planned U.S. program,” said Dr. John Thorne, Project Lead of TIRC. “We are now
evaluating the requirements for a potential clinical trial, including the development plan, regulatory pathway, manufacturing documentation
and necessary clinical capabilities.”
“PsyLabs has invested significant time and expertise in developing
a controlled supply and manufacturing platform for pharmaceutical grade ibogaine,” said Tony Budden, Chief Executive Officer of
PsyLabs. “This investment is intended to allow us to further develop that capability in support of Psyence BioMed’s planned
U.S. program and the quality requirements associated with regulated clinical research.”
TIRC will initially draw upon Psyence BioMed’s existing legal,
administrative and financial resources, with corporate oversight that includes Chief Financial Officer Warwick Corden-Lloyd and the Company’s
in-house legal function.
ABOUT PSYENCE BIOMED
Psyence Biomedical Ltd. (Nasdaq: PBM) is a Nasdaq-listed company with
its subsidiary, Texas Ibogaine Research Corporation, headquartered in Texas. It is one of the few multi-asset, vertically integrated biopharmaceutical
companies specializing in neuroplastogen-based therapeutics and the manufacture of pharmaceutical-grade drug candidates. It is the first
life sciences biotechnology company focused on developing nature-derived, non-synthetic psilocybin and ibogaine-based neuroplastogen medicine
to be listed on Nasdaq. The Company is dedicated to addressing unmet mental health needs and is committed to an evidence-based approach
to developing safe, effective and FDA-approved nature-derived neuroplastogen treatments across a range of mental health disorders.
ABOUT PSYLABS
PsyLabs is a neuroplastogen active pharmaceutical ingredient development
company, federally licensed in its operating jurisdiction to cultivate, extract and export psilocybin mushrooms and other neuroplastogen
compounds, including psilocybin, psilocin, mescaline, ibogaine and dimethyltryptamine, to lawful medical and research markets. PsyLabs
operates from an ISO 22000 and GMP-compliant facility, with a focus on natural compound purification, regulatory support and global distribution.
www.psylabs.life
CONTACTS
Psyence Biomedical Ltd.
ir@psyencebiomed.com media@psyencebiomed.com.
info@psyencebiomed.com ·
+1 416-477-1708
Investor contact: Michael Kydd, Investor
Relations Advisor — michael@psyencebiomed.com
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements within the meaning
of applicable securities laws, including the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the
proposed share exchange and the proposed US$5 million cash investment by Psyence BioMed into PsyLabs and their anticipated terms, pricing,
timing, completion and effects; the application of the proceeds of that investment; the resulting shareholdings of Psyence BioMed and
PsyLabs in one another; the formation, capitalization, funding and intended role of TIRC; the Company’s ability to secure pharmaceutical-grade
drug substance and the regulatory documentation required to support a United States program; the evaluation, funding, design, timing and
conduct of any clinical trial in Texas; the Company’s ability to obtain and maintain required registrations, permits, quotas and licenses;
its ability to participate in federal or state ibogaine programs; and its expected role in future research, development and commercialization
activities relating to ibogaine. Such statements may be identified by words including will, expects, intends, plans, anticipates, believes,
estimates and similar expressions.
These statements rest on assumptions regarding government policy, continued
interest in regulated neuroplastogen research, the availability of lawful development pathways, and the Company’s ability to maintain
licenses, permits, supply arrangements and third-party relationships. Risks and uncertainties that could cause actual results to differ
materially include: that the investments and share exchange or the corporate arrangements described are not completed on the terms or
timetable expected, or at all; that required board, shareholder, regulatory or stock exchange approvals are not obtained; dilution to
existing shareholders and the concentration of ownership resulting from the share exchange; that the share exchange and the cash investment
are transactions between related parties, and that the terms agreed may differ from those that would be agreed between unrelated parties;
that the US$6.00 per PBM share price at which PBM shares are issued under the exchange may not be indicative of the value at which those
shares can be realized; that the valuations used to price the exchange and the cash investment are not indicative of realizable value;
changes in law, regulation or enforcement priorities in the United States, Southern Africa or elsewhere; the continuing status of ibogaine
as a controlled substance; clinical, regulatory and approval risk; competition and market adoption risk; financing risk; and the Company’s
ability to maintain compliance with Nasdaq continued listing standards. This list is not exhaustive. These risks should be considered
together with the risk factors described in the “Risk Factors” section of the Company’s Annual Report on Form 20-F for
the fiscal year ended March 31, 2026 and in the Company’s other filings with the U.S. Securities and Exchange Commission. 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. Readers should not place undue reliance
on forward-looking statements, which speak only as of the date made. Except as required by law, the Company undertakes no obligation to
update such statements.
The Company makes no medical, treatment or health benefit claims regarding
its proposed products. The U.S. Food and Drug Administration, Health Canada and other regulatory authorities have not approved ibogaine
or the Company’s other neuroplastogen compounds for therapeutic use, and their safety and efficacy have not been established through
authorized clinical research. Rigorous scientific research and clinical trials are required. Any references to ibogaine stock, inventory
or doses are the Company’s best estimates only. References to GMP-compliant mean production in a facility designed, operated and controlled
in accordance with applicable Good Manufacturing Practice standards, and do not themselves constitute a representation of formal certification
or approval by any regulatory authority unless expressly stated. References to a planned clinical trial describe an activity under evaluation
only; no trial has been commenced, and no regulatory application in respect of it has been filed or accepted. This communication is not
an offer to sell or a solicitation of an offer to buy any securities.
