Psyched Wellness announces private placement for up to C$1.7 million

Psyched Wellness Ltd. (CSE: PSYC) (OTCQB: PSYCF) (FSE: 5U9) entered into a non-binding memorandum of terms with Gotham Green Fund III, L.P. and Gotham Green Fund III (Q), L.P. for a non-brokered private placement of up to C$1,719,306.94 in two tranches of up to C$859,653.47 each.

The offering will consist of common shares priced at C$0.0101 per share and warrants at C$0.005 per warrant. Each warrant entitles holders to acquire one additional common share at C$0.0051 per share within 60 months following the applicable closing date.

The Canadian Securities Exchange approved the issuance of securities at prices below C$0.05, as the offering price exceeds the volume-weighted average trading price of the common shares for the 20 trading day period ending March 10, 2026.

The initial tranche is scheduled to close around March 18, 2026, for aggregate gross proceeds of C$859,653.47. The investor group has no obligation to fund the second tranche and may elect to complete it in whole, in part, or not at all.

Under an investor rights agreement, one current independent director will resign from the board effective at the first tranche closing date. The investor group will have the right to nominate two directors and two additional independent directors to the board.

The company also agreed to settle US$450,000 in debt owed to Zerkalo, LLC through the issuance of 60,968,317 common shares at a deemed price of C$0.0101 per share. The debt represents fees for consultation services related to product development, marketing, distribution, and supply chain under a master service agreement dated April 1, 2024.

All securities issued will be subject to a four-month and one-day hold period. The company intends to use net proceeds for working capital purposes. Both transactions require customary closing conditions, including CSE approval.

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