Psyence BioMed Announces Exercise of Put Option by PsyLabs and Strategic Equity Investment

NEW YORK, Feb. 20, 2026 (GLOBE NEWSWIRE) -- Psyence Biomedical Ltd. (Nasdaq: PBM) (“Psyence BioMed” or the “Company”), a biopharmaceutical company advancing nature-derived psilocybin and ibogaine therapies for unmet mental health needs, today announced that Psyence Labs Ltd., a leading developer and manufacturer of pharmaceutical-grade psychedelic compounds ("PsyLabs") has exercised its rights under a previously disclosed put option agreement (the "Put Option Agreement"), pursuant to which Psyence BioMed will make an equity investment in PsyLabs at a fair market value determined in accordance with the terms of the Put Option Agreement.

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 beneficially own approximately 49.98% of the Company’s issued and outstanding common shares (based on 1,147,148 common shares outstanding prior to the issuance).

Strategic Context

The exercise of the Put Option reflects the continued evolution of the strategic relationship between the parties, and the Company believes that the transaction supports its long-term objective of securing access to high-quality, pharmaceutical-grade manufacturing capabilities while maintaining capital allocation discipline as its development programs progress.

Governance

As previously disclosed, certain executives of the Company provide consulting services to PsyLabs, and certain individuals are also members of the board of directors of subsidiaries of PsyLabs for purposes of safeguarding the Company's investment into the PsyLabs group. Collectively, these individuals beneficially own less than 13% of PsyLabs' outstanding equity securities. Accordingly, in connection with the Put Option Agreement and the exercise thereof, a Special Committee of independent and disinterested directors of Psyence BioMed have reviewed and ratified the transaction. The Special Committee considered, among other things, the commercial rationale for the transaction and an independent third-party valuation of PsyLabs.

About PsyLabs

PsyLabs is a psychedelic Active Pharmaceutical Ingredient (API) development company, federally licensed to cultivate, extract, and export psilocybin mushrooms and other psychedelic compounds including psilocin, mescaline, ibogaine, and dimethyltryptamine (DMT) to legal medical and research markets. The company has successfully exported psilocybin products to Canada, the UK, Portugal, and Slovenia, and supplies purified extracts to its UK-based CMO partner.

PsyLabs operates from an ISO 22000-certified facility audited by the British Standards Institution, ensuring the highest standards of safety and traceability. With a focus on natural compound purification, regulatory support, and global distribution, PsyLabs is expanding its product pipeline to include ibogaine and other next-generation psychedelics.

About Psyence BioMed 

Psyence Biomedical Ltd. (Nasdaq: PBM) is one of the few multi-asset, vertically integrated biopharmaceutical companies specializing in psychedelic-based therapeutics. It is the first life sciences biotechnology company focused on developing nature-derived (non-synthetic) psilocybin and ibogaine-based psychedelic medicine to be listed on Nasdaq. We are dedicated to addressing unmet mental health needs. We are committed to an evidence-based approach in developing safe, effective, and FDA-approved nature-derived psychedelic treatments for a broad range of mental health disorders.