{"url_path":"/sec/pbm/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-22","source_url":"https://www.sec.gov/Archives/edgar/data/1985062/0001213900-26-070607-index.html","accession_number":"0001213900-26-070607","cik":"0001985062","ticker":"PBM","issuer_name":"PSYENCE BIOMEDICAL LTD.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1985062/0001213900-26-070607-index.html","primary_entity_key":"0001985062","primary_entity_name":"PSYENCE BIOMEDICAL LTD."},"word_count":1458,"has_tables":true,"body_markdown":"** **\n\nITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS\n\n \n\n**A.****Major Shareholders**\n\n \n\nThe following table sets\nforth information regarding the beneficial ownership of Common Shares on the date of this report, based on information obtained from the\npersons named below, by:\n\n \n\n●each\nperson known by Psyence to be the beneficial owner of more than 5% of the outstanding Common Shares;\n\n \n\nUnless otherwise indicated,\nPsyence believes that all persons named in the tables below have sole voting and investment power with respect to all shares beneficially\nowned by them. Except as otherwise noted herein, the number and percentage of Common Shares beneficially owned is determined in accordance\nwith Rule 13d-3 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any\nother purpose. Under such rule, beneficial ownership includes any Common Shares as to which the holder has sole or shared voting power\nor investment power and also any Common Shares which the holder has the right to acquire within 60 days of the date of this report\nthrough the exercise of any option, warrant, convertible security or other right. As of June 17, 2026, there were 3,814,328 Common Shares\nissued and outstanding.\n\n \n\n  \nNumber of  \n  \n\n  \nCompany  \n% of Company \n\n  \nCommon  \nCommon \n\nName of Beneficial Owner \nShares  \nShares \n\n5% Holders \n    \n   \n\nPsyence Labs Ltd \n 1,146,159  \n 30.05%\n\n \n\nTo the knowledge of the\nCompany, we are not directly or indirectly owned or controlled by any other corporation, by any foreign government or by any other natural\nor legal person either severally or jointly. As far as is known to the Company, there are no arrangements regarding the operation of\nwhich may, at a subsequent date, result in a change in control of the Company.\n\n \n\n67\n\n \n\n \n\nB. Related Party Transactions\n\n \n\nPsyLabs Investment \n\n \n\nDuring the prior year ended March 31, 2025, the\nCompany acquired 1,000 shares in PsyLabs in exchange for shares in the Company. The total consideration was 5,695 Company shares. Based\non the listed share price of PBM’s common shares at the respective dates of issuance, the total fair value of shares issued was\n$722,033, which was recorded as the cost of the investment in PsyLabs.\n\n \n\nPsyLabs is a private company headquartered in\nthe British Virgin Islands focused on the production of psychedelic active pharmaceutical ingredients and extracts.\n\n \n\nAs at March 31, 2025, the Company determined the\nfair value of its investment in PsyLabs to be $745,000, based on a recent arm’s length subscription transaction by a third-party\ninvestor at $745 per PsyLabs share.\n\n \n\nOn April 15, 2025, the Company acquired an additional\n250 shares in PsyLabs for total consideration of $500,000 in cash. On August 15, 2025, the Company acquired a further 1,750 shares for\ntotal consideration of $3,500,000 in cash. Following these acquisitions, the Company held 3,000 PsyLabs shares, representing approximately\n16.46% of PsyLabs’ outstanding shares. This level of ownership did not, at that time, confer significant influence over PsyLabs, and accordingly\nthe investment was classified as a financial asset measured at fair value through profit or loss (“**FVTPL**”) in accordance\nwith IFRS 9 – Financial Instruments.\n\n \n\nThe fair value of the investment, immediately\nprior to the events described under the Put Option Agreement below, was $5,172,000, based on a recent arm’s length subscription by a third-party\ninvestor at $1,724 (March 31, 2025 - $745) per PsyLabs share, representing a Level 2 input under IFRS 13 – Fair Value Measurement.\nAn unrealized fair value gain of $427,000 (March 31, 2025 - $22,967) was recognized in the condensed consolidated statement of profit\nor loss and other comprehensive income for the year ended March 31, 2026.\n\n \n\nPut Option Agreement and Transition to\nAssociate\n\n \n\nOn July 3, 2025, the Company and PsyLabs entered\ninto a put option agreement (the “**Agreement**”) pursuant to which PsyLabs was granted the right to require the Company\nto acquire up to 2,900 additional PsyLabs shares in exchange for newly issued common shares of the Company. The number of PBM shares to\nbe issued was determined using the 30-day volume-weighted average price (“**VWAP**”) of PBM’s common shares as at close of\nbusiness February 11, 2026, being $4.3624 per share, applied against a fixed consideration of $5,000,000, resulting in 1,146,159 PBM shares\nto be issued.\n\n \n\nThe transaction was consummated and 1,146,159\ncommon shares of the Company were issued to PsyLabs on February 25, 2026 (the “**Acquisition Date**”), at which point all\nconditions under the Agreement were satisfied.\n\n \n\nAcquisition Date and Significant Influence\n\n \n\nThe Acquisition Date is February 25, 2026, being\nthe date on which PBM issued shares to PsyLabs and its ownership interest in PsyLabs increased from 16.46% to 27.93%. At this ownership\nlevel, the Company obtained significant influence over PsyLabs. Accordingly, from the Acquisition Date the investment is accounted for\nusing the equity method in accordance with IAS 28 – Investments in Associates and Joint Ventures, and PsyLabs is classified as an\nassociate of the Company.\n\n \n\nRemeasurement of Previously Held Interest\n\n \n\nUpon obtaining significant influence, the Company\nremeasured its previously held 3,000 PsyLabs shares to fair value as at the Acquisition Date. The fair value was determined at $1,724\nper share, consistent with the most recent arm’s length subscription price, giving a remeasured carrying amount of $5,172,000. As this\nwas equal to the FVTPL carrying amount immediately prior to the Acquisition Date, no additional fair value gain or loss was recognized\non the previously held interest at the date of transition.\n\n \n\n68\n\n \n\n \n\nConsideration Transferred for Additional\nShares\n\n \n\nThe consideration for the 2,900 newly acquired\nPsyLabs shares was the fair value of the 1,146,159 PBM common shares issued on the Acquisition Date. The fair value was measured using\nPBM’s quoted closing share price on February 25, 2026 of $2.56 per share. Total consideration transferred was therefore $2,934,167.\n\n \n\nInitial Carrying Amount of Investment in Associate\n\n \n\nThe initial carrying amount of the investment\nin associate is determined as follows:\n\n \n\nInitial Carrying Amount \n  \n  \n\nDescription \nShares \nAmount \n\nPreviously held interest – remeasured to fair value at Acquisition Date \n3,000 \n$5,172,000 \n\nConsideration transferred for additional shares acquired \n2,900 \n$2,934,167 \n\nTotal – Investment in Associate at Acquisition Date \n5,900 \n$8,106,167 \n\n \n\nEquity Method – Post-Acquisition\n\n \n\nFrom February 25, 2026, the Company recognizes\nits 27.93% proportionate share of PsyLabs’ post-acquisition profit or loss in the consolidated statement of profit or loss, with a corresponding\nadjustment to the carrying amount of the investment. For the period from the Acquisition Date to March 31, 2026, the Company recognized\nits share of PsyLabs’ net loss of $45,239, reducing the carrying amount of the investment accordingly.\n\n \n\n**Carrying Amount** \nAmount \n\nInvestment in associate at Acquisition Date (February 25, 2026) \n$8,106,167 \n\nShare of associate net loss – February 25 to March 31, 2026 \n$(45,239)\n\nCarrying amount at March 31, 2026 \n$8,060,928 \n\n \n\nEquity Incentive Plans\n\n \n\nSee “Management  — Equity\nIncentive Plans.”\n\n** **\n\nEmployment Agreements and Indemnification Agreements\n\n \n\nSee *“Executive Compensation — \nEmployment, Consulting and Management Agreements”* and *“Management – Limitation on Liability and Indemnification\nof Officers and Directors.”*\n\n** **\n\nRelated Party Transaction Policy\n\n \n\nThe Board has adopted a written related party\ntransaction policy, which sets forth the policies and procedures for the review and approval or ratification or related person transactions.\n\n \n\nA “Related Person\nTransaction” is a transaction, arrangement or relationship in which the Company or any of its subsidiaries was, is or will be a\nparticipant, the amount of which involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect\nmaterial interest.\n\n \n\n69\n\n \n\n \n\nA “Related Person” means:\n\n \n\n●any\nperson who is, or at any time during the applicable period was, one of the Company’s officers or one of the Company’s directors;\n\n \n\n●any\nperson who is known by the Company to be the beneficial owner of more than five percent (5%) of its voting stock;\n\n \n\n●any\nimmediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law,\nfather-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, officer or a beneficial owner of more than five percent\n(5%) of its voting stock, and any person (other than a tenant or employee) sharing the household of such director, officer or beneficial\nowner of more than five percent (5%) of its voting stock; and\n\n \n\n●any\nfirm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which\nsuch person has a ten percent (10%) or greater beneficial ownership interest.\n\n \n\nThe Company has policies and procedures designed\nto minimize potential conflicts of interest arising from any dealings it may have with its affiliates and to provide appropriate procedures\nfor the disclosure of any real or potential conflicts of interest that may exist from time to time. Specifically, pursuant to its charter,\nthe audit committee will have the responsibility to review related party transactions.\n\n** **\n\nC. Interests of Experts and Counsel\n\n \n\nNot applicable."}