Psyence Biomedical Ltd. (NASDAQ:PBM) has agreed to invest up to $5 million in Psyence Labs Ltd. and enter into a reciprocal share exchange with the company valued at approximately $9 million on each side.
Psyence BioMed has irrevocably committed to invest $2.4 million in PsyLabs through the acquisition of 936 ordinary shares at $2,564 per share. The investment is based on a pre-money equity valuation of $54 million for PsyLabs.
A further investment of up to $2.6 million represents a backstop commitment divided into two tranches of up to $1.3 million each. Those tranches are subject to milestones and other conditions, with any unfunded milestone tranches set to lapse if they are not called by December 31, 2026.
Companies Agree Reciprocal Share Exchange
Under the proposed share exchange, Psyence BioMed will issue 1,497,500 common shares to PsyLabs at a deemed price of $6.00 per share, giving the shares an aggregate value of approximately $8.99 million.
PsyLabs will issue 3,473 ordinary shares to Psyence BioMed at an equivalent value. The transaction uses an implied PsyLabs equity valuation of $60 million derived from an independent third-party valuation.
The share exchange remains subject to corporate and regulatory approvals and may be terminated if it has not closed by November 30, 2026.
Following completion of the share exchange and the committed investment tranche, PsyLabs is expected to own approximately 49.89% of Psyence BioMed’s outstanding common shares, compared with approximately 30.22% currently.
Psyence BioMed’s holding in PsyLabs is expected to increase to approximately 41.13% from approximately 29.17%. The companies have classified the transactions as related-party transactions.
Texas Subsidiary Formed for Planned Ibogaine Programme
Separately, Psyence BioMed has formed Texas Ibogaine Research Corporation (TIRC), a wholly owned U.S. subsidiary registered in Texas.
TIRC is intended to coordinate planned regulatory, clinical and development activities involving pharmaceutical-grade ibogaine.
Psyence BioMed said it is evaluating the feasibility and design of a potential clinical trial in Texas investigating ibogaine for opioid use disorder. No clinical trial has started and no regulatory application has been filed.
“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.
Psyence Biomedical stock price
