BioAdaptives buys psilocybin biotech Xycota in all-stock deal, hands founders 51% control path
What's the deal? BioAdaptivesDealroom has a profile for this one. Try Dealroom → (OTC: BDPT) has agreed to acquire 100% of preclinical CNS biotech Xycota Biosciences for stock, with no cash changing hands, according to a Form 8-K filed November 4, 2026. The definitive agreement was signed October 29, 2026, and must close by June 30, 2027, or it terminates automatically.
What's BioAdaptives buying? Xycota is a preclinical company whose lead assets are a sub-perceptual oral psilocybin candidate, XYCO-01, being prepared for a planned Phase 1/2 study in mild PTSD in Canada, and an exosome-formulated psilocin candidate for frontotemporal dementia. None of its candidates has regulatory approval, and no subject has yet been dosed in a trial. Psilocybin and psilocin are Schedule I controlled substances in the US.
How is it structured? Xycota's owners get convertible preferred stock representing 40% of the company. A separate preferred series hands 51% of voting power to BioAdaptives chief executive officer James E. Keener — for no consideration — until regulatory milestones are met.
Then what? Keener must escrow a stock power to transfer that voting control to Xycota founders Brad Listermann and Marvin S. Hausman on the earlier of a "Control Event" or a nutraceutical spin-off. Control Events include an FDA orphan drug grant for the dementia candidate or trial authorization for XYCO-01.
The money. Existing noteholders Monroe Street Capital Partners and Lambda VenturesDealroom has a profile for this one. Try Dealroom → will fund $150,000 of initial capital to Xycota in four tranches, plus a $400,000 mandatory call triggered by a Control Event and a $400,000 optional investment right. All funding is against 12-month convertible notes carrying a 10% original issue discount and a 10% interest charge.
What could go wrong? The consideration is entirely dilutive. The filing states that issuance and conversion of the preferred stock will substantially dilute existing shareholders — the economic preferred alone represents roughly 261 million common-equivalent shares against a base of about 391.3 million.
The signal: The structure shows how microcap shells are reverse-merging into speculative psychedelics science: no cash, heavy dilution, and control contingent on regulatory wins that remain years and legal hurdles away.
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