6-K - Psyence Biomedical Ltd. Warrant | StockGist

AI Analysis

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Psyence Biomedical Ltd. (PBM) announced board ratification of a Share Put Option and Amendment Agreement dated July 3, 2025, with PsyLabs, granting PsyLabs a 12-month put option to require PBM to invest up to USD 5,000,000 in PsyLabs shares via share-for-share exchange at fair market value. The agreement amends a prior ROFR to include TBI alongside SUD & AUD and secures strategic supply of pharmaceutical-grade psychedelics.

Key Takeaways

1PBM board ratified Put Option Agreement with PsyLabs on February 13, 2026

2PsyLabs can exercise put option during 12 months from July 3, 2025, for up to USD 5,000,000 investment

3Settlement via share-for-share exchange using PsyLabs FMV and PBM 30-day VWAP

4Expands ROFR Agreement indications to SUD & AUD plus TBI

5Subject to PBM board approval, NASDAQ/OSC approvals, and due diligence

6Certain PBM executives own <13% of PsyLabs and provide consulting services

Current Report Details

Event Type

Securities Issuance

Disclosure

Voluntary

Variant

6-K

Items Reported

6-K

Current Report on Form 6-K

Securities Issuance

Transaction Details

Material Agreement

Agreement: Share Put Option and Amendment Agreement
Parties: PSYENCE LABS LTD (PsyLabs), PSYENCE BIOMEDICAL LTD (PBM)

•Irrevocable put option exercisable in tranches up to USD 5,000,000 during 12-month Put Option Period from July 3, 2025
•Subscription at fair market valuation from PsyLabs' most recent arm’s-length financing round, supported by independent valuation
•Share-for-share exchange: PsyLabs issues shares at FMV; PBM issues common shares at 30-Day VWAP (Bloomberg NASDAQ data)
•No cash consideration exchanged
•Amends ROFR Agreement to expand indications to SUD & AUD and TBI
•Conditions precedent include PBM board approval, NASDAQ/OSC approvals, due diligence satisfaction
•PsyLabs covenants to conduct business in ordinary course during Put Option Period

Exhibits (3)

10.1

SHARE PUT OPTION AND AMENDMENT AGREEMENT, DATED FEBRUARY 13, 2026, BY AND BETWEEN PSYENCE BIOMEDICAL LTD. AND PSYLABS LTD.

6-K

REPORT OF FOREIGN PRIVATE ISSUER

99.1

PRESS RELEASE, DATED FEBRUARY 13, 2026