PSYENCE BIOMEDICAL LTD. (NASDAQ: PBM) Form 13D/A Filing Analysis Report

Based on the collected information, I will provide you with a detailed analysis report on the Form 13D/A filing of PSYENCE BIOMEDICAL LTD.

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Item	Details
Reporting Entity	Psyence Group Inc. (PGI)
Place of Incorporation	Ontario, Canada
Exchange	Canadian Securities Exchange (CSE:PSYG)
Core Business	Life sciences and biotechnology company focused on natural psychedelic drugs
Authorized Representative	Adri Botha (CEO)
Filing Date	May 12, 2025

According to the Form 13D/A filing disclosed on OTC Markets,

[1].

Period	Event	Number of Shares Acquired (Adjusted for Reverse Stock Splits)
January 25, 2024	SPAC Business Combination	8,364 shares
October 28, 2024	Sale of Psylabs Equity	3,346 shares
December 17, 2024	Issuer “Make-Whole Payment”	32,248 shares
Total	Total Shares Held Before Sale	43,958 shares

• Disposal Period
  : May 2 to May 9, 2025
• Disposal Method
  : Sold at market price on the open market
• Current Shareholding
  : 0 shares (complete liquidation)
• Ownership Percentage
  : Dropped from over 5% to 0%, no longer subject to Section 13(d) filing requirements

: During this period, the company carried out two reverse stock splits – a 75:1 reverse stock split on November 26, 2024, and a 7.97:1 reverse stock split on May 5, 2025. The share numbers above are adjusted figures after the splits[1].

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This Form 13D/A filing marks

From a legal and governance perspective:

1. PGI is no longer a beneficial owner holding over 5%
   : According to the filing, PGI has clearly stated that it “is no longer a beneficial owner of the issuer and is no longer subject to the reporting requirements of Section 13(d) of the Securities Exchange Act of 1934”[1].

2. Review of the Divestment Process
   : This change is actually a follow-up arrangement to the SPAC business merger in early 2024. At that time, PGI spun off its therapeutic business unit (Psyence Biomed) to list on NASDAQ through a merger with Newcourt Acquisition Corp[2].

3. Management Transition
   : With PGI selling all its shares, the company’s leadership has completed the transition from PGI to PBM – Dr. Neil Maresky has taken over as PBM’s CEO, Warwick Corden-Lloyd serves as CFO, and Dr. Clive Ward-Able has been appointed as Medical Director[3].

Tracing the entire transaction structure:

Pre-SPAC Merger Structure:
┌─────────────────────────────────────┐
│   Psyence Group Inc. (Parent Company)│
│   ├── Psyence Biomed Corp (Therapeutic Business) │
│   └── Other Businesses/Assets                   │
└─────────────────────────────────────┘
                 ↓
      SPAC Business Combination (January 2024)
                 ↓
┌─────────────────────────────────────┐
│   Psyence Biomedical Ltd. (PBM)     │
│   - Independent Listing (NASDAQ: PBM)          │
│   - PGI Retains Partial Shares as Financial Investor     │
└─────────────────────────────────────┘
                 ↓
     PGI Gradual Exit (Completed in May 2025)
                 ↓
┌─────────────────────────────────────┐
│   Psyence Biomedical Ltd. (PBM)     │
│   - Fully Independent Operations                     │
│   - PGI Holds No Shares              │
└─────────────────────────────────────┘

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Period	Performance
1 Day	-1.54%
1 Month	-50.47%
3 Months	-78.02%
6 Months	-84.78%
1 Year	-94.44%
3 Years	-99.98%
5 Years	-99.98%

Data Source: As of January 13, 2026[4]

Indicator	Value	Interpretation
Current Share Price	$0.78	Far below historical highs
Market Capitalization	$558,104	Micro-cap company
P/E Ratio	-1.89x	Sustained losses
P/B Ratio	0.10x	Severe asset discount
ROE	-11.53%	Severe negative return on shareholders’ equity
Current Ratio	8.09x	Extremely strong short-term solvency
Quick Ratio	8.09x	Abundant liquidity
52-Week Range	$0.66 - $17.44	Severe price volatility

Based on technical indicator analysis[5]:

• Overall Sentiment
  :
  Extremely Bearish
• Bullish Signals
  : Only 2 indicators
• Bearish Signals
  : 20 indicators
• 14-day RSI
  : 41.92 (Neutral Zone)
• 50-day Moving Average
  : $1.71 (Current share price is far below the moving average)
• 200-day Moving Average
  : $3.19 (Share price is in a long-term downward trend)
• Volatility
  : 31.54% (Extremely high volatility)
• Fear & Greed Index
  : 39 (Fear Zone)

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On January 12, 2026, the company’s board of directors approved the

, with core content including[6]:

1. Share Repurchase Authorization
   : Authorizes management to conduct share repurchases under “value creation conditions”
2. Management Statement
   : “The board of directors believes that the current market price may not reflect the company’s intrinsic value”
3. Potential Impacts
   :
   • Repurchases may enhance the intrinsic value per share
   • Reduce the number of outstanding shares
   • Increase the ownership percentage of remaining shareholders
   • However, it may also increase corporate leverage or reduce liquidity

According to the company’s official materials[2][7]:

Area	Details
Core Pipeline	Naturally-sourced psilocybin therapies
Indications	Psychological trauma and mental health consequences related to palliative care
R&D Focus	Development of ibogaine therapies
Clinical Progress	Phase IIb study has obtained approval from the Human Research Ethics Committee (HREC)
Supply Chain	Operates a production facility named “Psyence Production” in Lesotho
Strategic Acquisition	Completed the acquisition of PsyLabs

Risk Category	Details
Capital Markets	Long-term share price decline of over 94%, increasing liquidity risk
Compliance Risk	Need to maintain Nasdaq continued listing standards
Clinical Risk	Long drug development cycle, high failure rate
Regulatory Risk	Global regulatory uncertainty surrounding psychedelic drugs
Capital Requirements	The company needs continuous financing to support R&D and operations
Competitive Risk	Increasingly fierce competition in the mental health field

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This filing should be understood from the following perspectives:

1. Normal Business Arrangement
   : PGI’s share sale is a natural exit process after the SPAC merger, not a hostile sell-off
2. Confirmation of Independence
   : PBM is now a fully independently operated public company
3. Clarification of Control
   : Eliminates potential conflicts of interest or complexity related to related-party transactions
4. Management Focus
   : Former PGI executives have fully dedicated themselves to PBM’s operations

:

• Management shareholding aligns with company interests
• High current ratio of 8.09x, controllable financial risk
• The board believes the share price is undervalued
• Share repurchase program may support the share price

:

• Share price dropped over 94% in a year, extremely deteriorating technical pattern
• Sustained losses (negative ROE)
• Micro-cap size ($558k) leads to extremely poor liquidity
• Long biopharmaceutical R&D cycle with high uncertainty
• Complex industry regulatory environment

The Form 13D/A filing of PSYENCE BIOMEDICAL LTD. discloses the major change of

. This marks the full establishment of PBM’s governance structure as an independent entity, but the company is facing severe market challenges – its share price has dropped over 94% in more than a year, currently trading at only $0.78[4].

Although the company has strong liquidity and short-term solvency, and the board has approved a share repurchase program to enhance shareholder value, investors should be highly alert to its risk characteristics such as

. When considering investment decisions, it is recommended to focus on the company’s , and .

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[1] OTC Markets - PSYENCE BIOMEDICAL LTD. (Form: SC 13D/A) (https://www.otcmarkets.com/filing/html?id=18455380&guid=2MM-kp_nQEIcdth)

[2] SEC.gov - Psyence Biomedical Ltd. Form S-4 Registration Statement (https://www.sec.gov/Archives/edgar/data/1985062/000121390025057893/ea0246623-20f_psyence.htm)

[3] Globe and Mail - Psyence Group Corporate Update Following SPAC Spin-out (https://www.theglobeandmail.com/investing/markets/stocks/PBM/pressreleases/24695501/)

[4] Jinling AI - Real-time Quotation Data for PBM (January 13, 2026)

[5] CoinCodex - PBM Stock Price Prediction & Technical Analysis (https://coincodex.com/stock/PBM/price-prediction/)

[6] StockTitan - Psyence BioMed Approves 2026 Financial Strategy (https://www.stocktitan.net/news/PBM/psyence-bio-med-approves-2026-financial-strategy-board-authorizes-mkcjn4f0dq8e.html)

[7] Psyence Biomedical Ltd. - Company Website & Investor Materials (https://psyencebiomed.com/)