Psyence Biomedical Ltd. (NASDAQ:PBM) saw its shares rise 4.4% in premarket trading Monday after announcing a share-for-share equity transaction with Psyence Labs Ltd. The move follows Psyence Labs’ exercise of a previously disclosed put option agreement and will transfer 2,900 Psyence Labs shares to Psyence Biomedical.
The 2,900 Psyence Labs shares are being valued at $5 million using a fair market valuation of $1,724 per share. In exchange for those Labs shares, Psyence Biomedical will issue 1,146,159 of its common shares to Psyence Labs. The number of issued Psyence Biomedical shares was calculated using a 30-day volume-weighted average price of $4.36 per share. No cash will change hands as part of the transaction.
After the share issuance, Psyence Labs will hold roughly 49.98% of Psyence Biomedical’s outstanding common shares. That ownership percentage is calculated on the basis of 1,147,148 Psyence Biomedical shares outstanding prior to the issuance.
The companies said the transaction is expected to close on or about February 25, 2026, and remains subject to customary closing conditions. These conditions include delivery of documentation that supports Psyence Labs’ fair market value and confirmation that no material adverse event has affected Psyence Labs or its business.
Psyence Biomedical described the investment as strengthening strategic alignment between the two firms and as supporting its long-term supply strategy as clinical and commercialization programs advance. The announcement notes that the companies continue to maintain licensing and supply arrangements related to pharmaceutical-grade psychedelic compounds.
A special committee of independent directors reviewed and ratified the transaction. That committee considered the commercial rationale for the deal and relied on an independent third-party valuation of Psyence Labs. The company also disclosed that certain Psyence Biomedical executives provide consulting services to Psyence Labs and that those executives collectively own less than 13% of Psyence Labs’ outstanding equity securities.
The share exchange formalizes an equity tie between Psyence Biomedical and Psyence Labs without direct cash consideration and positions the companies to maintain their existing licensing and supply relationship as they progress toward clinical and commercialization milestones.