Psyence BioMed Invests Up to $5 Million in PsyLabs for Planned U.S. Ibogaine Program

Key Points

• Psyence Biomedical Ltd. agreed to invest up to $5 million in Psyence Labs Ltd., or PsyLabs.
• PBM has committed $2.4 million, with up to another $2.6 million available through milestone-based backstop funding.
• Psyence BioMed and PsyLabs also agreed to a value-matched share exchange worth approximately $9 million on each side.
• The company established Texas Ibogaine Research Corporation, or TIRC, to coordinate its planned U.S. ibogaine development activities.
• Psyence BioMed is evaluating a potential Texas clinical trial of pharmaceutical-grade ibogaine for opioid use disorder.

Psyence Biomedical Ltd. (NASDAQ: PBM) has announced a strategic investment of up to $5 million in Psyence Labs Ltd., or PsyLabs, alongside a planned share-for-share exchange valued at approximately $9 million for each company. Psyence BioMed said the transactions are intended to support scientific development, pharmaceutical-grade ibogaine manufacturing, and its planned U.S. ibogaine clinical program.

Psyence BioMed Commits $2.4 Million to PsyLabs Financing Round

Psyence BioMed has irrevocably committed $2.4 million to acquire 936 PsyLabs ordinary shares at $2,564 per share. The purchase is being made under the company’s pro rata pre-emption rights in PsyLabs’ current financing round and is based on a stated PsyLabs pre-money equity valuation of $54 million.

The company may invest up to an additional $2.6 million as a backstop for shares in the financing round that are not purchased by other PsyLabs shareholders. The additional amount may be funded in up to two $1.3 million tranches if specified milestones and other customary conditions are met.

If the milestone tranches are not called and completed by December 31, 2026, Psyence BioMed’s obligation to fund them will lapse.

Planned $9 Million Share Exchange Deepens PBM and PsyLabs Relationship

Psyence BioMed and PsyLabs have also agreed to a reciprocal, value-matched share exchange. Each side of the transaction is valued at approximately $8.99 million and remains subject to corporate and regulatory approvals, required Nasdaq notifications, and other customary closing conditions.

Under the agreement, Psyence BioMed will issue 1,497,500 common shares to PsyLabs at a deemed issue price of $6.00 per PBM share. PsyLabs will issue 3,473 ordinary shares to Psyence BioMed, based on an implied PsyLabs equity valuation of $60 million derived from an independent third-party valuation.

Before the transactions, PsyLabs held approximately 30.22% of Psyence BioMed’s outstanding common shares, while Psyence BioMed held approximately 29.17% of PsyLabs’ outstanding shares.

After the planned share exchange and the committed portion of the cash investment, PsyLabs is expected to hold approximately 49.89% of Psyence BioMed’s outstanding common shares. Psyence BioMed is expected to own approximately 41.13% of PsyLabs.

The share exchange may be terminated by any party if the transaction does not close by November 30, 2026.

TIRC Will Coordinate Psyence BioMed’s Planned U.S. Ibogaine Activities

The company established Texas Ibogaine Research Corporation, or TIRC, as a Texas-registered and Texas-headquartered subsidiary.

TIRC is intended to provide a dedicated corporate structure for the company’s planned U.S. clinical, regulatory, and development activities involving pharmaceutical-grade ibogaine. The subsidiary will initially use Psyence BioMed’s existing legal, administrative, and financial resources, with corporate oversight that includes Chief Financial Officer Warwick Corden-Lloyd and the company’s in-house legal function.

Potential Texas Ibogaine Trial for Opioid Use Disorder Remains Under Evaluation

Psyence BioMed is evaluating the feasibility and design of a potential ibogaine clinical trial in Texas for opioid use disorder, or OUD.

The company said any clinical program would remain subject to development of a study protocol, regulatory review and authorization, institutional approvals, funding, site selection, and other customary requirements. No trial launch was announced.

Psyence said the investment and share exchange are intended to better align its planned clinical and regulatory work with PsyLabs’ pharmaceutical-grade ibogaine manufacturing and supply capabilities.