PSYENCE BIOMEDICAL LTD.
30.05%
1,146,159
1985062
Feb 24, 2026
Jun 3, 2026, 09:28 AM
Reporting Persons (1)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Psyence Labs Ltd. | CO | 30.05% | 1,146,159 | 1,146,159 | 0 |
Disclosure Items (7)
Common Shares, no par value
PSYENCE BIOMEDICAL LTD.
121 Richmond Street West, Toronto, Ontario, A6, M5H 2K1
This Schedule 13D is being filed by Psyence Labs Ltd. ("PsyLabs" or the "Reporting Person").
The principal business address of the Reporting Person is Irvine's Place, 159 Main Street, 1st Floor, P.O. Box 2132, Road Town, Tortola, British Virgin Islands, VG1110.
The principal business of the Reporting Person is to engage in the cultivation, manufacture, and supply of nature-derived psychedelic active pharmaceutical ingredients, including pharmaceutical-grade ibogaine and psilocybin. The name, business address, present principal occupation or employment, and the citizenship of each director and executive officer of the Reporting Person are set forth in Schedule I hereto and are incorporated herein by reference.
During the last five years, neither the Reporting Person nor, to the best of the Reporting Person's knowledge, any of the persons listed on Schedule I hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
The Reporting Person is a BVI business company limited by shares, incorporated under the laws of the British Virgin Islands and the BVI Business Companies Act, 2004.
On February 25, 2026, the Reporting Person acquired 1,146,159 Common Shares of the Issuer (the "Subject Shares") pursuant to the consummation of a share-for-share exchange (the "Share Exchange") effected under that certain Share Put Option and Amendment Agreement, dated July 3, 2025, between the Issuer and the Reporting Person (the "Put Option Agreement"). The Subject Shares were issued by the Issuer to the Reporting Person in consideration for the issuance by the Reporting Person to the Issuer of 2,900 ordinary shares of the Reporting Person, representing an aggregate value of US$5,000,000. The number of Subject Shares was calculated based on the 30-day volume-weighted average price of the Issuer's Common Shares for the period ending immediately prior to the closing of the Share Exchange. No cash consideration was paid by either party in connection with the Share Exchange.
The Reporting Person beneficially owns 1,146,159 Common Shares, representing approximately 30.05% of the issued and outstanding Common Shares of the Issuer. The foregoing percentage is calculated based on 3,814,328 outstanding Common Shares as of June 1, 2026.
The Reporting Person has sole power to vote or direct the vote of, and sole power to dispose or direct the disposition of, the 1,146,159 Common Shares reported herein. The Reporting Person does not share voting or dispositive power with respect to any Common Shares.
Except for the acquisition of the Subject Shares pursuant to the Share Exchange as described in Item 3 above, the Reporting Person has not effected any transactions in the Common Shares during the 60 days preceding the date of this Schedule 13D.
To the knowledge of the Reporting Person, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares beneficially owned by the Reporting Person.
Not applicable.
The information set forth in Items 3 and 4 of this Schedule 13D is hereby incorporated by reference into this Item 6. The Subject Shares were issued by the Issuer to the Reporting Person in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) of the Securities Act and/or Regulation S promulgated thereunder. Except as described in this Schedule 13D, including in the Put Option Agreement referenced in Item 3, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer.
Exhibit 1 Share Put Option and Amendment Agreement, dated July 3, 2025, between Psyence Biomedical Ltd. and Psyence Labs Ltd. (incorporated by reference to Exhibit 10.1 to the Issuer's Report on Form 6-K furnished to the Securities and Exchange Commission on February 13, 2025).