6-K
Psyence Biomedical Ltd. (PBM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2024
Commission File Number: 001-41937
Psyence Biomedical Ltd.
(Translation of registrant’s name into English)
121 Richmond Street WestPenthouse Suite 1300Toronto, Ontario M5H 2K1
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
x Form 20-F ¨ Form 40-F
EXHIBIT INDEX
| Exhibit | Description |
|---|---|
| 99.1 | Press Release |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: November 12, 2024
| Psyence Biomedical Ltd. | |
|---|---|
| By: | /s/ Dr. Neil Maresky |
| Name: | Dr. Neil Maresky |
| Title: | Chief Executive Officer and Director |
Exhibit 99.1
Psyence Biomedical Announces Results from Annualand Special General Meeting, Share Consolidation and Receipt of Additional Staff Determination from Nasdaq
NEW YORK, November 12, 2024 -- Psyence Biomedical Ltd. (Nasdaq: PBM) (“Psyence Biomed” or the “Company”) today announced the voting results for each of the matters presented at the Company’s annual and special meeting of shareholders held on November 12, 2024 (the “Meeting”).
Shareholders were represented in person or by proxy at the meeting holding 21,877,200 common shares, representing approximately 43.5% of Psyence Biomed’s 50,334,170 issued and outstanding common shares as of October 10, 2024, the record date for the Meeting. At the Meeting, a total of five resolutions (the “Resolutions” and each a “Resolution”) were submitted to and approved by the Company’s shareholders. Each of the Proposals are described in detail in the Company’s Management Information Circular filed as Exhibit 99.1 to the Current Report on Form 6-K filed by the Company with the U.S. Securities and Exchange Commission on October 23, 2024. The final results for the votes for each Proposal are set forth below.
First Resolution: Appointment of Auditors
The appointment of auditors was approved by approximately 90.84% of the votes cast.
| Votes For | Abstentions | Broker Non-Votes | Votes Against | ||||
|---|---|---|---|---|---|---|---|
| 19,873,546 | 90.84% | 2,003,654 | 9.16% | - | - | - | - |
Second Resolution: Share Consolidation
The share consolidation has been approved by approximately 84.1% of the votes cast.
| Votes For | Abstentions | Broker Non-Votes | Votes Against | ||||
|---|---|---|---|---|---|---|---|
| 18,397,596 | 84.09% | 3,479,595 | 15.91% | 9 | 0.0% | - | - |
Third Resolution: 2023 Equity IncentivePlan
The 2023 Equity Plan was approved by approximately 76.57% of the votes cast.
| Votes For | Abstentions | Broker Non-Votes | Votes Against | ||||
|---|---|---|---|---|---|---|---|
| 12,274,720 | 76.57% | 3,755,974 | 23.43% | 5,846,506 | 26.72% | - | - |
Fourth Resolution: Nomination of Directors
All director nominees were approved by a vote of at least 79.32% of the shares cast.
| Votes For | Abstentions | Broker Non-Votes | Votes Against | |||||
|---|---|---|---|---|---|---|---|---|
| Jody Aufrichtig | 14,049,134 | 87.64% | 1,981,560 | 12.36% | 5,846,506 | 26.72% | - | - |
| Christopher Bull | 14,056,311 | 87.68% | 1,974,383 | 12.32% | 5,846,506 | 26.72% | - | - |
| Dr. Neil Maresky | 14,063,206 | 87.73% | 1,967,488 | 12.27% | 5,846,506 | 26.72% | - | - |
| Dr. Seth Feuerstein | 14,059,525 | 87.70% | 1,971,169 | 12.30 | 5,846,506 | 26.72% | - | - |
| Marc Balkin | 12,714,712 | 79.32% | 3,315,982 | 20.69% | 5,846,506 | 26.72% | - | - |
Fifth Resolution: Share Consolidation
Psyence Biomed also announced today that the shareholders have approved the consolidation ratio for the proposed consolidation of the Company’s issued and outstanding common shares on the basis of up to one new common share for every 75 existing common shares. On November 12, 2024, following the Meeting, the Board of Directors determined that it was in the best interests of the Company to effect a share consolidation based on a ratio of 75-to-1.
The consolidation is being implemented to increase the per share trading price of the Company's common stock to meet the minimum bid price requirements of Nasdaq Listing Rule 5450(a)(1) (the “Nasdaq Rule 5450”).
The consolidation is expected to become effective at 5PM ET on November 22, 2024. Psyence Biomed expects its common stock to begin trading on a split-adjusted basis on the Nasdaq Global Market as of the commencement of trading on November 25, 2024.
Psyence Biomed’s common stock will continue to trade on the Nasdaq Global Market under the symbol "PBM" following the consolidation, with a new CUSIP number of 74449F209. As a result of the consolidation, every 75 shares of Psyence Biomed’s common stock issued and outstanding will be automatically reclassified into one new common share. No fractional common shares of the Company will be issued if, as a result of the consolidation, a shareholder would otherwise be entitled to a fractional share. Instead, any fractional common shares resulting from the consolidation will be rounded down to the nearest whole share if the fraction is less than one-half of a share and will be rounded up to the nearest whole share if the fraction is at least one-half or a share. The shares underlying the Company's outstanding equity awards and warrants will be adjusted accordingly. The consolidation affects all shareholders uniformly and will not alter any shareholder's percentage interest in the Company's common stock, except for adjustments that may result from the treatment of fractional shares.
Continental Stock Transfer & Trust Company is acting as the exchange agent and transfer agent for the consolidation. Shareholders holding their shares in book-entry form or in brokerage accounts need not take any action in connection with the consolidation. Beneficial holders are encouraged to contact their bank, broker or custodian with any procedural questions.
Nasdaq Delisting Notice
On November 7, 2024, Psyence Biomed received a Staff determination letter (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company of the Staff’s determination that, as of November 6, 2024, the Company’s Shares had a closing bid price of $0.10 or less for ten consecutive trading days. Accordingly, the Company is subject to the provisions contemplated pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iii) (the “Low Priced Stocks Rule”), which serves as an additional basis (in addition to a previously announced Staff Determination Letter that the Company was not compliance with Nasdaq Rule 5450) to delist the Company’s securities from Nasdaq.
About Psyence Biomed:
Psyence Biomedical Ltd. (Nasdaq: PBM) is one of the world’s few vertically integrated biopharmas with a focus on psychedelic-based pharmaceutical therapeutics. The first life science biotechnology company developing nature-derived (non-synthetic) psilocybin-based psychedelic medicine to be listed on Nasdaq, Psyence is initially working to address the unmet needs of patients who suffer from mental health disorders in the context of Palliative Care. The name “Psyence” combines the words “psychedelics” and “science” to affirm Psyence Biomed’s commitment to an evidence-based approach to innovation as it works to develop safe and effective, FDA-approved, nature-derived psychedelic therapeutics to treat a broad range of mental health disorders.
Learn more at www.psyencebiomed.com and on LinkedIn.
Contact Information for Psyence BiomedicalLtd.
Email: [email protected]
Media Inquiries: [email protected]
General Information: [email protected]
Phone: +1 416-477-1708
Investor Contact:
Jeremy Feffer
Managing Director
LifeSci Advisors
Forward Looking Statements
This communication contains "forward-lookingstatements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limitedto, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to futureoperations, products and services; and other statements identified by words such as "will likely result," "are expectedto," "will continue," "is anticipated," "estimated," "believe," "intend," "plan," "projection," "outlook" or words of similar meaning.
Forward-looking statements in this communicationinclude statements regarding effective date of the share consolidation referred to in this news release, the expected commencement dateof its common stock trading on a split-adjusted basis and the decision regarding the Company’s continued listing on The Nasdaq GlobalMarket. These forward-looking statements are based on a number of assumptions, including the assumption that there will be no delays ineffecting the share consolidation.
There are numerous risks and uncertaintiesthat may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.These risks and uncertainties include, among others: (i) delays in effecting the share consolidation (ii) the ability of Psyence Biomedto maintain the listing of its common shares and warrants on Nasdaq; (iii) the effectiveness of an increased pool of available sharesunder the 2023 Plan in incentivizing current employees and attracting future talent; and (iv) volatility in the price of the securitiesof Psyence Biomed due to a variety of factors, including the proposed share consolidation, changes in the competitive and highly regulatedindustries in which Psyence Biomed operates, variations in performance across competitors, changes in laws and regulations affecting PsyenceBiomed’s business and changes in Psyence Biomed’s capital structure. The foregoing list of factors is not exhaustive. Youshould carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" sectionof the final prospectus (File No. 333-282468) filed with the Securities and Exchange Commission on October 10, 2024 and other documentsfiled by Psyence Biomed from time to time with the SEC. These filings identify and address other important risks and uncertainties thatcould cause actual events and results to differ materially from those contained in the forward-looking statements. Actual results andfuture events could differ materially from those anticipated in such information. Nothing in this communication should be regarded asa representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated resultsof such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak onlyas of the date they are made. Except as required by law, Psyence Biomed does not intend to update these forward-looking statements.
The Company does not make any medical, treatmentor health benefit claims about its proposed products. The U.S. Food and Drug Administration, Health Canada or other similar regulatoryauthorities have not evaluated claims regarding psilocybin, psilocybin analogues, or other psychedelic compounds or nutraceutical products.The efficacy of such products has not been confirmed by approved research. There is no assurance that the use of psilocybin, psilocybinanalogues, or other psychedelic compounds or nutraceuticals can diagnose, treat, cure or prevent any disease or condition. Vigorous scientificresearch and clinical trials are needed. The Company has not conducted clinical trials for the use of the proposed products. Any referencesto quality, consistency, efficacy, and safety of potential products do not imply that the Company has verified such in clinical trialsor that the Company will complete such trials. If the Company cannot obtain the approvals or research necessary to commercialize its business,it may have a material adverse effect on the Company’s performance and operations.