Arizona Tribune - BioAdaptives to Acquire Xycota Biosciences to Pursue the Potential of At Home Psilocybin Treatment

LAS VEGAS, NV AND SHERIDAN, WY / ACCESS Newswire / November 5, 2026 / BioAdaptives, Inc. (OTCID:BDPT) has signed a definitive agreement to acquire Xycota Biosciences, LLC, a preclinical biotechnology company pursuing an ambitious goal: an oral psilocybin treatment that patients could take at home without hallucinogenic effects. The agreement, dated October 29, 2026, would bring Xycota's CNS drug-development programs into BioAdaptives. The transaction has not closed and remains subject to closing conditions.

An opportunity to change how treatment reaches patients

Xycota's thesis reaches beyond the molecule to how treatment could fit into everyday life. If a low-dose oral medicine can deliver meaningful benefit without requiring prolonged supervised psychedelic sessions, it could reduce the time and logistical burden on patients and create a more scalable treatment model. For BioAdaptives stockholders, the proposed acquisition offers participation in developing that possibility, beginning with mild post-traumatic stress disorder (PTSD). Safety, efficacy and suitability for at-home use would need to be established through clinical development and regulatory review.

The scientific starting point is a 2026 study published in Neuropsychopharmacology and co-authored by Xycota Chief Scientific Officer Marvin S. Hausman, M.D. Repeated low-dose psilocybin improved recognition memory in a rat model of Fragile X syndrome, with findings supporting a role for BDNF/TrkB signaling, a pathway involved in neuroplasticity. For Xycota, that finding provides a rationale to investigate whether low-dose treatment can produce clinical benefit without hallucinogenic effects. The study did not evaluate PTSD or human subjects; translating the animal findings into an effective medicine remains the central development challenge.

The lead candidate, XYCO-02, is low-dose oral psilocybin intended to be sub-perceptual, with the clinical dose still to be determined. Xycota's pipeline also includes XYCO-01, an exosome-formulated psilocin candidate for frontotemporal dementia, and early preclinical research in traumatic brain injury and cognitive aging. An FDA Orphan Drug Designation request for XYCO-01 is on file and has not been granted.

"We are pursuing a question with significant implications for patients: can a low, sub-perceptual dose of psilocybin and/or psilocin engage the BDNF/TrkB pathway involved in neuroplasticity without hallucinogenic effects? If clinical studies support that approach, it could open a path toward a treatment for PTSD that fits more readily into patients' daily lives," said Marvin S. Hausman, M.D., Co-Founder and Chief Scientific Officer of Xycota.

Transaction and operational structure

At closing, Xycota would become a wholly owned subsidiary of BioAdaptives and continue under its existing executive and scientific leadership, including Co-Founders Brad Listermann, Chief Executive Officer, and Dr. Hausman. The acquisition consideration is payable to the Xycota members who are parties to the agreement, rather than to Xycota itself. No cash purchase price is payable.

BioAdaptives is obligated to issue Economic Preferred stock within 20 business days after closing, representing 40% of its total voting power and economic ownership immediately after issuance, as specified in the agreement. Separate Voting Preferred stock carrying 51% of total voting power is initially issuable to BioAdaptives CEO James E. Keener and transfers to the Xycota members upon specified regulatory or clinical milestones, a nutraceutical spin-off, or another transfer event defined in the agreement. These voting rights are distinct from economic ownership. If closing has not occurred by June 30, 2027, the agreement terminates automatically.

The agreement provides for separate Xycota bank accounts under its management's signatory control and contractual restrictions on using Xycota intellectual property or dedicated cash for BioAdaptives' legacy nutraceutical obligations or parent overhead. BioAdaptives' existing nutraceutical operations would continue separately. A possible spin-off is subject to the agreement; the Xycota founders and their affiliates would receive no interest in that spin-off entity.

Financing and stockholder terms

No funding has been received under the agreement, and none is payable before closing. After closing, the investors have agreed to provide $150,000 in four tranches, subject to spending certification. Additional investment rights of up to $800,000 over 36 months comprise a $400,000 milestone-triggered call, subject to a Control Event and Rule 144 issuer conditions, and a separate $400,000 optional investment. The agreement also provides for up to $160,000 for reporting and spin-off costs, with conditions applying to spin-off funding. These amounts are not unrestricted cash available at closing.

Funding is through 12-month convertible notes carrying a 10% original issue discount and a 10% one-time interest charge. The agreement includes founder lockups and restrictions on resales by specified holders. These restrictions do not eliminate dilution: issuance and conversion of preferred stock and convertible notes will dilute existing stockholders. The Form 8-K and its agreement exhibit describe the financing conditions, transfer restrictions and other terms.

"This agreement gives stockholders a defined path into CNS biotechnology, with Xycota operating separately, funding tied to closing and milestones, and full terms in our Form 8-K. We will report each step promptly," said James E. Keener, Chief Executive Officer of BioAdaptives.

About the companies

BioAdaptives, Inc. (OTCID:BDPT) is a nutraceutical supplier. Xycota Biosciences, LLC is a preclinical CNS company led by Brad Listermann and Marvin S. Hausman MD. Lead Scientist Viviana Trezza, Ph.D., is Associate Professor at Roma Tre University. Psilocybin and psilocin are Schedule I controlled substances in the United States. No Xycota product has been tested in a company-sponsored human study or approved by any regulator.

Forward looking statements

This release contains forward-looking statements about closing, financing, control changes, a possible spin-off and Xycota's programs. Actual results may differ materially. Closing and funding depend on conditions that may not be satisfied. Issuance and conversion of preferred stock and notes will dilute stockholders. Xycota's candidates are preclinical, involve controlled substances and require regulatory and ethics approvals that may be delayed or denied. Animal findings may not translate to humans. A Control Event or spin-off may never occur. The stock is thinly traded and may be volatile. Readers should review the Form 8-K filed November 4, 2026 and the company's other SEC filings. Statements speak only as of this date, with no update obligation except as required by law. This release is not an offer to sell securities.

INVESTOR & MEDIA CONTACT

BioAdaptives, Inc:
[email protected]
702-659-8829
X - @BioAdaptivesInc

Xycota:
Brad Listermann
[email protected].

SOURCE: BioAdaptives, Inc.

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M.O.Allen--AT