Psyence Labs Ltd. filed Amendment No. 1 to its Schedule 13D on October 15, 2026, reporting the acquisition of 1,497,500 common shares of Psyence Biomedical Ltd. on October 1, 2026, pursuant to a Share-for-Share Swap and Nomination Agreement.

Key Highlights

  • New shares acquired: Psyence Labs Ltd. received 1,497,500 additional common shares of Psyence Biomedical Ltd. on October 1, 2026.
  • Deemed issue price: The additional shares were issued at a deemed price of US$6.00 per common share, for aggregate non-cash consideration of US$8,985,000.
  • Total beneficial ownership: Following the issuance, Psyence Labs beneficially owns 2,643,659 common shares, representing 49.75% of the 5,314,048 shares outstanding.
  • No cash exchanged: According to the filing, "no cash consideration was paid by any party in connection with the issuance of the Additional Shares."
  • Counterpart consideration: In exchange, Psyence Labs issued 3,473 of its own ordinary shares to Psyence Biomed II Corp. at an implied equity valuation of US$60,000,000, derived from an independent third-party valuation.
  • Standstill obligations: The Swap Agreement subjects Psyence Labs to standstill restrictions prohibiting further acquisitions of Issuer securities without prior board or shareholder approval, among other limitations.

Psyence Labs Reaches 49.75% Ownership in Psyence Biomedical Through Share Swap

Psyence Labs Ltd., a British Virgin Islands corporation, filed Amendment No. 1 to its Schedule 13D with the SEC to disclose the acquisition of 1,497,500 common shares of Psyence Biomedical Ltd. (NASDAQ:PBM), an Ontario corporation. The acquisition was completed on October 1, 2026, under a Share-for-Share Swap and Nomination Agreement entered into on September 21, 2026, among the Issuer, Psyence Labs, and Psyence Biomed II Corp., described as a wholly-owned subsidiary of the Issuer.

According to the filing, the transaction was structured as a contemporaneous share-for-share exchange of equal agreed value. The Issuer issued 1,497,500 common shares to Psyence Labs at a deemed price of US$6.00 per share, for aggregate non-cash consideration of US$8,985,000. In return, Psyence Labs issued 3,473 of its own ordinary shares to Psyence Biomed II Corp. at an implied equity valuation of US$60,000,000, also representing aggregate non-cash consideration of US$8,985,000. The filing notes that valuation was derived from an independent third-party valuation.

The filing states that following the issuance, Psyence Labs holds 2,643,659 common shares in total, consisting of 1,146,159 shares acquired on February 25, 2026 under a previously disclosed put option agreement, plus the 1,497,500 additional shares. This aggregate holding equals 49.75% of the 5,314,048 common shares outstanding immediately after the issuance, and the filing notes that Psyence Labs "may be deemed to be an affiliate and control person of the Issuer." Psyence Labs reports sole voting and dispositive power over all 2,643,659 shares, with no shared voting or dispositive power. The Swap Agreement also imposes standstill restrictions on Psyence Labs for the duration of its ownership of any Issuer shares, limiting further acquisitions of Issuer securities, proxy solicitation activity, and efforts to influence the Issuer's board or governance without prior consent.

What Was Disclosed

Psyence Labs Ltd. filed an amended Schedule 13D reporting a share-for-share swap completed October 1, 2026, through which it acquired 1,497,500 common shares of Psyence Biomedical Ltd. at US$6.00 per share, bringing its total beneficial ownership to 49.75% and triggering standstill obligations under the Swap Agreement.