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Psyence Biomedical Ltd. describes several corporate developments. The company’s subsidiary agreed to lend US$251,110 to Curiosum Ltd. at Royal Bank prime plus 1%, maturing three months after the February 9, 2026 loan agreement, to fund Curiosum’s purchase of 50,220 Psyence Biomedical shares from the KAOS Group under a prior settlement.
The company also completed a share-for-share exchange tied to Psyence Labs Ltd.’s exercised put option. Psyence Labs issued 2,900 of its shares valued at US$5,000,000, and Psyence Biomedical issued 1,146,159 common shares based on a 30‑day VWAP, with no cash changing hands. Following this issuance, Psyence Labs beneficially owns about 49.98% of Psyence Biomedical’s common shares, compared with 1,147,148 shares outstanding before the transaction.
On the governance side, director Seth Feuerstein resigned, stating no disagreement with the company. The board appointed Sashank Pillay as an independent director and committee member, citing his experience in cultivation, production and regulated substance operations.
Psyence Biomedical Ltd. plans a share-for-share transaction with affiliate Psyence Labs Ltd. (PsyLabs) after PsyLabs exercised a put option for a US$5,000,000 equity investment. PsyLabs will issue 2,900 PsyLabs shares to Psyence Biomedical, valued at US$5,000,000 based on a US$1,724 per-share valuation.
In return, Psyence Biomedical will issue 1,146,159 common shares to PsyLabs, calculated using a 30‑day VWAP of US$4,36 per share, with no cash changing hands. After closing, PsyLabs is expected to beneficially own about 49.98% of Psyence Biomedical’s outstanding common shares, implying substantial dilution to existing holders. Because executives have interests in PsyLabs, an independent special committee reviewed the deal and determined it to be fair and in the best interests of non‑conflicted shareholders.
Psyence Biomedical Ltd. Schedule 13G reports that Weiner Jeffrey David beneficially owns 51,850 common shares, representing 5.07% of the class as of 02/13/2026.
The filing shows Mr. Weiner has sole voting and dispositive power over all 51,850 shares. The filing gives the issuer address as 121 Richmond Street West, Penthouse, Suite 1300, Toronto, Ontario, Canada.
Psyence Biomedical Ltd. reported that its board of directors ratified a put option agreement with PsyLabs, a developer and manufacturer of pharmaceutical-grade psychedelic compounds. The agreement gives PsyLabs the right, but not the obligation, to require Psyence BioMed to make an additional equity investment in PsyLabs through a share-for-share exchange at arm’s-length fair market value, subject to stated conditions.
The put option is part of a broader strategic and commercial relationship that includes licensing arrangements giving Psyence BioMed access to PsyLabs’ investigational and commercial-scale manufacturing capabilities for psychedelic active ingredients. The structure is intended to secure predictable, reliable supply and long-term alignment while preserving Psyence BioMed’s near-term financial flexibility.
Certain Psyence BioMed executives provide consulting services to PsyLabs and collectively own less than 13% of PsyLabs’ outstanding shares. To address these relationships, the board formed a special committee of independent and disinterested directors, which reviewed the transaction, its commercial rationale, and an independent third-party valuation of PsyLabs before ratifying the agreement.
Psyence Biomedical Ltd. has settled a shareholder dispute with KAOS Capital Ltd. and Adam Arviv. The company will pay KAOS an aggregate US $1,500,000 and release KAOS from a prior CDN $75,000 cost award ordered by the Ontario Superior Court.
As part of the settlement, KAOS will sell all its 50,220 common shares of Psyence to a third party designated by the company at US $5 per share. The deal includes a full retraction of KAOS’s unproven allegations, mutual releases of claims, and no admission of liability or wrongdoing by Psyence, its board, or officers. The settlement will be funded from cash on hand.
Psyence Biomedical Ltd. is consolidating its common shares through a 1-for-6.25 reverse stock split. The company now expects its shares to begin trading on a post-consolidated basis at the opening of the market on February 2, 2026.
At the effective time, every 6.25 issued and outstanding common shares will be combined into one share, and the number of shares underlying outstanding warrants and other equity instruments and their exercise prices will be adjusted proportionately under their terms. As of January 21, 2026, Psyence BioMed had 6,388,604 common shares issued and outstanding; following the consolidation it will have 1,022,177 common shares issued and outstanding.
The reverse split is intended, among other things, to support the company’s ability to maintain compliance with Nasdaq continued listing standards. The consolidation applies uniformly to all shareholders, with only minor differences from rounding of fractional shares. Continental Stock Transfer & Trust Company will act as exchange and transfer agent, and most shareholders will not need to take action.
Psyence Biomedical Ltd. filed a report explaining that its annual and special shareholder meeting, originally set for January 22, 2026, was adjourned because not enough shares were represented to reach quorum. The meeting has been rescheduled to February 12, 2026 at 9:00 a.m. New York time / 4:00 p.m. Cape Town time in Cape Town, South Africa, and the record date for voting remains December 23, 2025. The company is working with its proxy agents to obtain sufficient shareholder participation and notes that there is no assurance quorum will be reached, highlighting potential delays or challenges around completing the planned meeting business.