XTL Biopharmaceuticals to Issue 40% Equity and Raise $1.5M to Acquire Psyga’s GMP Psilocybin Platform

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XTL Biopharmaceuticals will acquire 100% of Psyga Bio through issuing ADSs representing 40% of its share capital plus a $1.5M private placement, with up to 10% additional equity tied to clinical and commercialization milestones. Psyga’s GMP-ready facility supports botanical and synthetic psilocybin production and seven approved Phase 2a trials.

1. Acquisition Structure

XTL Biopharmaceuticals will acquire 100% of Psyga Bio by issuing ADSs representing 40% of XTL’s issued share capital with no upfront cash payment. The transaction is subject to shareholder approval, continued Nasdaq listing and customary closing conditions.

2. Psyga’s Manufacturing & Pipeline

Psyga operates a licensed, GMP-ready facility for botanical and synthetic psilocybin, ibogaine and other APIs, supported by a proprietary library of over 180 mushroom strains. The company has seven approved Phase 2a human clinical trials across mental health, neurological and addiction indications scheduled to begin enrollment soon.

3. Milestone Payments & Funding

Psyga shareholders are entitled to receive additional ADSs or warrants representing 10% of XTL’s share capital upon achieving three milestones: three trial commencements within 12 months, two trial successes within 36 months and a binding commercialization deal for Ibogaine products. To support closing, XTL secured a $1.5M private placement subject to customary conditions.

4. Regulatory Context & Strategy

Recent executive directives and FDA accelerated review pathways for psychedelic therapies strengthen the regulatory outlook for psilocybin and ibogaine programs. XTL aims to leverage Psyga’s clinical assets and manufacturing infrastructure to establish a leading publicly traded psychedelic biotechnology platform.

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