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 ...