UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2026
Commission File Number: 001-41937
Psyence Biomedical Ltd.
(Translation of registrant’s name into English)
121 Richmond Street West
Penthouse Suite 1300
Toronto, Ontario M5H 2K1
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
☒ Form
20-F ☐ Form 40-F
EXPLANATORY NOTE
As previously disclosed in the Company’s Report on Form 6-K furnished
to the Securities and Exchange Commission (the “SEC”) on February 13, 2026 (the “Prior 6-K”), Psyence Biomedical
Ltd. (the “Company” or “PBM”) and Psyence Labs Ltd. (“PsyLabs”) entered into a Share Put Option and
Amendment Agreement, dated July 3, 2025 (the “Put Option Agreement”). The Put Option Agreement was ratified and approved by
the Company’s board of directors (the “Board”) on February 10, 2026.
The Put Option Agreement grants PsyLabs an irrevocable put option,
exercisable during the 12-month period from July 3, 2025, to require the Company to subscribe for up to an aggregate of US$5,000,000 of
ordinary shares of PsyLabs (the “PsyLabs Shares”), with the subscription amount to be settled by way of a share-for-share
exchange (the “Share Exchange”), subject to the terms and conditions set forth therein.
On February 13, 2026, the Company received a written put option exercise
notice (the “Exercise Notice”) from PsyLabs pursuant to the Put Option Agreement, exercising the put option with respect to
a subscription amount of US$5,000,000 (the “Subscription Amount”).
Subject to the satisfaction or waiver of the applicable conditions
precedent and bring-down conditions set forth in the Put Option Agreement, including approval of the transactions contemplated by the
Exercise Notice by the Board, the Company expects to consummate the Share Exchange on or about February 25, 2026.
In connection with the Share Exchange, PsyLabs will issue to the Company
2,900 PsyLabs Shares, representing an aggregate value of US$5,000,000, based on a fair market valuation of PsyLabs of US$1,724, and the
Company will issue to PsyLabs 1,146,159 common shares of the Company (the “PBM Shares”), calculated by dividing the Subscription
Amount by the 30-day VWAP of the Company’s common shares of US$4,36 per share for the period ending immediately prior to the Closing
Date, being the proposed closing date of the subscription as agreed between the parties.
No cash consideration will be exchanged in connection with the Share
Exchange. Following the issuance of the PBM Shares, PsyLabs will beneficially own approximately 49.98% of the Company’s issued and
outstanding common shares (based on 1,147,148 common shares outstanding prior to the issuance).
Related-Party Considerations and Corporate Governance.
Certain members of the Company’s management are affiliates of
PsyLabs and have financial interests in PsyLabs. As a result, the Put Option Agreement and the transactions contemplated thereby constitute
related-party transactions for purposes of applicable Canadian corporate law and Nasdaq rules.
As previously disclosed, certain executives, including the Executive
Chairman, the Chief Financial Officer and the General Counsel of the Company provide consulting services to PsyLabs in exchange for consulting
fees. Collectively, such individuals own (directly and indirectly) less than 13% of the outstanding shares of PsyLabs in the aggregate.
Certain of these 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.
In light of the foregoing, the Board established a special committee
comprised solely of independent and disinterested directors (the “Special Committee”) to review, evaluate and, as applicable,
approve the Put Option Agreement and the transactions contemplated by the Exercise Notice. The Special Committee, among other things:
| ● | reviewed the commercial rationale for the transaction; |
| ● | considered the potential conflicts of interest; |
| ● | evaluated an independent third-party valuation of PsyLabs;
and |
| ● | received advice from independent legal counsel. |
Following such review, the Special Committee determined that the transactions
contemplated by the Exercise Notice are fair to, and in the best interests of, the Company and its shareholders (other than any conflicted
parties), and recommended that the Board approve the Share Exchange. The disinterested members of the Board approved the Share Exchange,
with any conflicted directors recusing themselves from deliberations and voting.
The issuance of the PBM Shares is expected to be made in reliance on
an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2)
thereof and/or Regulation S promulgated thereunder. The PBM Shares will be issued as restricted securities and may not be offered or sold
absent registration or an applicable exemption from registration. The foregoing description of the Put Option Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the Put Option Agreement.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| |
|
|
| 10.1 |
|
Share Put Option and Amendment Agreement, dated February 13, 2026, by and between Psyence Biomedical Ltd. and PsyLabs Ltd. (incorporated
by reference to Exhibit 10.1 filed with the SEC on February 13, 2026). |
| 99.1* |
|
Press Release, dated February 20, 2026. |
SIGNATURE
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.
Dated: February 20, 2026
| Psyence Biomedical Ltd. |
|
| |
|
|
| By: |
/s/ Jody Aufrichtig |
|
| Name: |
Jody Aufrichtig |
|
| Title: |
Chief Executive Officer and Director |
|
3
Exhibit 99.1
Psyence BioMed Announces Exercise of Put Option
by PsyLabs and Strategic Equity Investment
NEW YORK – February 20, 2026 –
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$5,000,000 (“Subscription Amount”),
based on a fair market valuation of PsyLabs of US$1,724 per share, and the Company will issue to PsyLabs 1,146,159 common shares of the
Company (the “PBM Shares”), calculated by dividing the Subscription Amount by the 30-day VWAP of the Company’s
common shares of US$4,36 per share for the period ending immediately prior to the agreed closing date.
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 49.98% of the
Company’s issued and outstanding common shares (based on 1,147,148 common shares outstanding prior to the issuance).
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 13% of PsyLabs’ outstanding equity securities. Accordingly, in connection with the Put Option Agreement and the exercise
thereof, a Special Committee of independent and disinterested directors of Psyence BioMed have reviewed and ratified the transaction.
The Special Committee considered, among other things, the commercial rationale for the transaction and an independent third-party valuation
of PsyLabs.
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 49.98% of the Company’s outstanding common shares, which may significantly
influence the outcome of matters submitted to shareholders and could impact the Company’s governance and control dynamics.
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.
