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 OF1934
For the month of April 2025
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.
☒ Form 20-F ☐ Form 40-F
Explanatory Note
Special Shareholder Meeting Results
On April 16, 2025, Psyence Biomedical Ltd. (the “Company”) held its previously announced Special Meeting of Shareholders (the “Meeting”) to approve a proposal (the “Proposal”) to authorize the board of directors of the Company to conduct a share consolidation, or reverse stock split, at a ratio of up to 50-for-1 of the Company’s common shares, no par value (the “Common Shares”).
Shareholders were represented in person or by proxy at the meeting holding 1,532,397 Common Shares, representing approximately 33.85% of the Company’s 4,527,128 issued and outstanding Common Shares as of March 17, 2025, the record date for the Meeting. The Proposal is 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 March 31, 2025. The Proposal was approved by the shareholders, with shareholders holding 1,467,686 Common Shares, representing 95.78% of the Common Shares cast at the Meeting, voting for the Proposal, and shareholders holding 64,711 Common Shares, representing 4.22% of the Common Shares cast at the meeting, voting against the Proposal.
Nasdaq Delisting Notice
As previously disclosed, on December 20, 2024, a Nasdaq Hearings Panel granted the Company a one-year monitoring period pursuant to Nasdaq Listing Rule 5815(d)(4)(A) (the “Panel Monitor”). Under the terms of the Panel Monitor, any failure to meet continued listing requirements during the monitoring period results in a Staff Delisting Determination without the ability to submit a plan of compliance or receive an additional cure period under Rule 5810(c). Accordingly, the April 16, 2025 letter constitutes a Staff Delisting Determination. On April 16, 2025, the Company received a notification letter dated April 16, 2025 (the “Nasdaq Notification Letter”), from the Listings Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Rule”). The Staff’s determination is based on the closing bid price of the Company’s common shares being below $1.00 for 30 consecutive business days from March 5, 2025 through April 15, 2025. The Company intends to appeal this determination and request a hearing before a Nasdaq Hearings Panel. Under Nasdaq rules, this request will stay the suspension of trading and the delisting of the Company’s securities pending the outcome of the hearing and any extension the Hearings Panel provides.
The description of the Nasdaq Notification Letter above does not purport to be complete and is qualified in its entirety by reference to the full text of the Nasdaq Notification Letter, which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
The information contained in this Report on Form 6-K, includingExhibit 99.1, but excluding Exhibit 99.2 and 99.3 (Press Releases), is hereby incorporated by reference into the Company’s RegistrationStatement on Form F-3 (File No. 333-285542), and any prospectuses or prospectus supplements filed pursuant thereto.
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Cautionary Note Regarding Forward-Looking Statements
This Report on Form 6-K contains “forward-looking statements”within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statementsabout future financial and operating results, the Company’s plans, objectives, expectations, and intentions with respect to futureoperations and corporate actions, including the share consolidation and compliance with Nasdaq continued listing standards, and otherstatements identified by words such as “will likely result,” “are expected to,” “will continue,” “isanticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,”“outlook,” or words of similar meaning.
Forward-looking statements in this communication include statementsregarding the approval and implementation of the reverse stock split, the Company’s ability to regain and maintain compliance withNasdaq Listing Rule 5550(a)(2), the expected outcome of the Company’s appeal to the Nasdaq Hearings Panel, and the continued listingof the Company’s securities on Nasdaq. These forward-looking statements are based on a number of assumptions, including the assumptionthat the share consolidation will be effected in a timely manner and will result in a sustained increase in the Company’s shareprice, and that the Nasdaq Hearings Panel will grant the Company sufficient time to regain compliance.
There are numerous risks and uncertainties that may cause actualresults or performance to be materially different from those expressed or implied by these forward-looking statements. These risks anduncertainties include, among others: (i) the Company’s ability to timely effect the share consolidation and the market reactionthereto; (ii) the outcome of the Nasdaq Hearings Panel process and any potential extensions granted; (iii) the Company’s abilityto maintain the listing of its common shares and warrants on Nasdaq; (iv) volatility in the Company’s share price due to the reversestock split or other market factors; and (v) changes in the regulatory or competitive landscape. You should carefully consider the foregoingfactors and the other risks and uncertainties described in the “Risk Factors” section of the Company’s final prospectus(File No. 333-284444) filed with the Securities and Exchange Commission (the “SEC”) on January 24, 2025 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 statements. Nothing in this communication should be regarded as arepresentation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated resultsof such statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the datethey 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, treatment, or health benefitclaims about its proposed products. The U.S. Food and Drug Administration, Health Canada, or other similar regulatory authorities havenot evaluated claims regarding psilocybin, psilocybin analogues, or other psychedelic compounds or nutraceutical products. The efficacyof such products has not been confirmed by authorized clinical 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.
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EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Nasdaq Delisting Notice, dated April 16, 2025 |
| 99.2 | Press Release, dated April 17, 2025 |
| 99.3 | Press Release, dated April 15, 2025 |
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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: April 23, 2025
| Psyence Biomedical Ltd. | |
|---|---|
| By: | /s/ Neil Maresky |
| Name: | Dr. Neil Maresky |
| Title: | Chief Executive Officer and Director |
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Exhibit 99.1
Sent via Electronic Delivery to: [email protected]; [email protected];[email protected]; [email protected]
April 16, 2025
Dr. Neil Maresky
Chief Executive Officer
Psyence Biomedical Ltd.
121 Richmond Street West
Penthouse Suite 1300
Toronto, Ontario M5H 2K1
| Re: | Psyence Biomedical Ltd. (the “Company”) |
|---|
Nasdaq Symbols: PBM and PBMWW
Dear Dr. Maresky:
As you know, Listing Rule 5550(a)(2) (the “Rule”) requires listed securities to maintain a minimum bid price of $1 per share. Based upon the closing bid price for the last 30 consecutive business days, the Company no longer meets this requirement.^1^
Pursuant to a hearings panel’s decision, dated December 20, 2024, the Hearings Panel determined to extend the Panel Monitor under Listing Rule 5815(d)(4)(A) for a period of one year.^2^ Under the terms of the Panel Monitor, if the Listing Qualifications Department determines that the Company failed any continued listing standard during the one-year monitoring period, then, notwithstanding Rule 5810(c)(2), the Company will not be permitted to provide the Listing Qualifications Department with a plan of compliance with respect to any deficiency that arises during the one-year monitoring period, and the Listing Qualifications Department will not be permitted to grant additional time for the Company to regain compliance with respect to any deficiency, nor will the company be afforded an applicable cure or compliance period pursuant to Rule 5810(c)(3). Rather, the Listing Qualifications Department will promptly issue a Staff Delisting Determination.
Accordingly, unless the Company requests an appeal of this determination by April 23, 2025, as described in further detail below, we have determined that the Company’s securities will be scheduled for delisting from The Nasdaq Capital Market and will be suspended at the opening of business on April 25, 2025, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market.
The Company may appeal Staff’s determination to a Hearings Panel (the “Panel”), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. Please use the link, “Hearing Requests & Process” on the attached chart for detailed information regarding the hearings process. If you would like additional information regarding the hearings process, please call the Hearings Department at +1 301 978 8203.
| ^1^ | March 5, 2025, through April 15, 2025. |
|---|---|
| ^2^ | Docket No. NQ 6995N-24. |
| --- | --- |
Dr. Neil Maresky
April 16, 2025
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A hearing request will stay the suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision. Hearing requests should not contain arguments in support of the Company’s position. The Company may request either an oral hearing or a hearing based solely on written submissions. The fee for a hearing is $20,000.^3^ Please submit your non-refundable Hearing Request fee in accordance with the instructions provided on the attached “Fee Payment Form”.^4^ The request for a hearing and confirmation of payment should be submitted electronically through our Listing Center^5^ and must be received by the Hearings Department no later than 4:00 p.m. Eastern Time on April 23, 2025.
The Company will be asked to provide a plan to regain compliance to the Panel. Accordingly, the Company may wish to consider presenting a plan that includes a discussion of the events that it believes will enable it to regain compliance in this time frame and a commitment to effect a reverse stock split, if necessary.^6^
Listing Rule 5835 prohibits communications relevant to the merits of a proceeding under the Listing Rule 5800 Series between the Company and the Hearings Department unless Staff is provided notice and an opportunity to participate. In that regard, Staff waived its right to participate in any oral communications between the Company and the Hearings Department. Should Staff determine to revoke such waiver, the Company will be immediately notified, and the requirements of Listing Rule 5835 will be strictly enforced.
Our Rules require that the Company promptly disclose receipt of this letter by either filing a press release. The announcement needs to be made no later than four business days from the date of this letter and must include the continued listing criteria that the Company does not meet, and a description of each specific basis and concern identified by Nasdaq in reaching the determination.^7^ The Company must also submit the announcement to Nasdaq’s MarketWatch Department.^8^ If the public announcement is made between the hours of 7:00 AM and 8:00 PM Eastern Time, the Company must submit the announcement to Nasdaq’s MarketWatch Department at least ten minutes prior its public release. If the public announcement is made outside of these hours, the Company must submit the announcement prior to 6:50 A.M. Eastern Time. Please note that if you do not make the required announcement trading in your securities will be halted.^9^
| ^3^ | Nasdaq is not responsible for costs associated with the wire<br>transfer of hearing fees. Please be sure to include a sufficient amount to cover any applicable bank fees. |
|---|---|
| ^4^ | The Form also includes a “link” for payment by<br>wire. |
| ^5^ | To utilize our electronic form process, please create a user<br>account, if you have not already done so. Once you create a user account, you can begin completing the Hearing Request Form. At any time,<br>you may save your work and complete it at a later time. Upon submission, you will receive a confirmation email. Please note that prior<br>to starting you will need the following company information: current trading symbol, Central Index Key (CIK) code or CUSIP. |
| ^6^ | Panels do not typically consider a plan that relies on the<br>market reaction to news as a definitive plan. |
| ^7^ | Listing Rule 5810(b). See FAQ #428 available on the<br> Nasdaq Listing Center. |
| ^8^ | The notice must be submitted to Nasdaq’s MarketWatch<br> Department through the Electronic Disclosure submission system available at nasdaq.net/ED/IssuerEntry. |
| ^9^ | Listing IM-5810-1. |
Dr. Neil Maresky
April 16, 2025
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If you have any questions, please contact me at +1 301 978 1450.
| Sincerely, |
|---|
| /s/ H. Jay Miller |
| H. Jay Miller |
| Director |
| Nasdq Listign Qualifications |
Exhibit 99.2
Psyence BioMed Receives Nasdaq NotificationRegarding Minimum Bid Price Deficiency
NEW YORK – April 17, 2025 – Psyence Biomedical Ltd. (Nasdaq: PBM) (“Psyence BioMed” or the “Company”) announced today that it received a notification letter dated April 16, 2025, from the Listings Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Rule”). The Staff’s determination is based on the closing bid price of the Company’s common shares being below $1.00 for 30 consecutive business days from March 5, 2025 through April 15, 2025.
As previously disclosed, on December 20, 2024, a Nasdaq Hearings Panel granted the Company a one-year monitoring period pursuant to Nasdaq Listing Rule 5815(d)(4)(A) (the “Panel Monitor”). Under the terms of the Panel Monitor, any failure to meet continued listing requirements during the monitoring period results in a Staff Delisting Determination without the ability to submit a plan of compliance or receive an additional cure period under Rule 5810(c). Accordingly, the April 16, 2025 letter constitutes a Staff Delisting Determination.
The Company intends to appeal this determination and request a hearing before a Nasdaq Hearings Panel. Under Nasdaq rules, this request will stay the suspension of trading and the delisting of the Company’s securities pending the outcome of the hearing and any extension the Hearings Panel provides.
To support efforts to regain compliance with the Minimum Bid Price Rule the Company’s shareholders, at a Special Meeting of Stockholders held on April 16, 2025, authorized a share consolidation (reverse stock split) at a ratio of up to 1-for-50 or a lesser amount at the discretion of the Company’s Board of Directors. The Company’s Board of Directors subsequently approved the final share consolidation ratio of 1-for-7.97. The reverse stock split is intended to increase the per-share trading price of the Company’s common shares to satisfy Nasdaq’s listing requirements.
The Nasdaq notification has no immediate impact as the shares will continue to trade uninterrupted on Nasdaq under the ticker symbol “PBM.” However, there can be no assurance that the Company will be successful in its appeal or regain compliance with the Nasdaq Listing Rules.
As required, the Company submitted this press release to Nasdaq’s MarketWatch Department in advance of its public dissemination, in compliance with Nasdaq’s disclosure requirements for material news announcements.
About Psyence BioMed:
Psyence BioMed is one of the few multi-asset, vertically integrated biopharmaceutical companies specializing in psychedelic-based therapeutics. It is the first life sciences biotechnology company focused on developing nature-derived (non-synthetic) psilocybin-based psychedelic medicine to be listed on Nasdaq. Psyence is dedicated to addressing unmet mental health needs, particularly in palliative care. The name ‘Psyence’ merges ‘psychedelics’ and ‘science,’ reflecting the company’s commitment to an evidence-based approach in developing safe, effective, and FDA-approved nature-derived psychedelic treatments for a broad range of mental health disorders.
Learn more at www.psyencebiomed.com and on LinkedIn.
Contact Information for Psyence Biomedical Ltd.
Email: [email protected]
Media Inquiries: [email protected]
General Information: [email protected]
Phone: +1 416-477-1708
Investor Contact:
Michael Kydd
Investor Relations Advisor [email protected]
Forward-Looking Statements
This communication contains “forward-looking statements”within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may relate to future financial and operatingresults, plans, objectives, expectations, and intentions regarding future operations, products, services, and other matters. Words suchas “expects,” “will,” “intends,” “believes,” “plans,” “anticipates,”“projects,” “targets,” and similar expressions are intended to identify forward-looking statements.
Forward-looking statements in this communication include statementsregarding the timing and implementation of the share consolidation, the continued listing of the Company’s securities on Nasdaq,and the anticipated impact of the consolidation. These statements are based on current assumptions and expectations, including that theshare consolidation will be completed without delay, our appeal to the Nasdaq Hearing Panel will be successful, the immediate impactson our common shares, if any, and that the Company will continue to meet Nasdaq’s ongoing listing standards.
There are numerous risks and uncertainties that may cause actualresults or performance to differ materially from those expressed or implied in these forward-looking statements, including, but not limitedto: (i) delays or challenges in completing the share consolidation; (ii) the Company’s ability to maintain compliance with Nasdaq’scontinued listing standards; (iii) potential volatility in the Company’s share price following the consolidation; (iv) changes inthe regulatory, competitive, and economic landscape; and (v) risks associated with the Company’s development plans and clinicaltrials.
These and other important risks and uncertainties are describedin the “Risk Factors” section of the Company’s final prospectus (File No. 333-284444), filed with the U.S. Securitiesand Exchange Commission on January 24, 2025, and in other documents filed by the Company from time to time with the SEC. Actual resultsand future events could differ materially from those anticipated in such statements. Readers are cautioned not to place undue relianceon forward-looking statements, which speak only as of the date they are made. Except as required by law, Psyence Biomed does not undertakeany obligation to update or revise forward-looking statements.
The Company does not make any medical, treatment, or health benefitclaims regarding its proposed products. The U.S. Food and Drug Administration, Health Canada, or similar regulatory bodies have not evaluatedclaims regarding psilocybin, psilocybin analogues, or other psychedelic or nutraceutical products. The efficacy of such products has notbeen confirmed by authorized clinical research. There is no assurance that the use of such compounds can diagnose, treat, cure, or preventany disease or condition. Clinical trials and regulatory approvals are required and, if not obtained, may have a material adverse impacton the Company’s business.
Exhibit 99.3
Psyence BioMed Announces USD$500,000 Follow-OnInvestment in PsyLabs and Global Ibogaine Supply Agreement
NEW YORK, April 15, 2025 – Psyence Biomedical Ltd. (Nasdaq: PBM) (“Psyence BioMed” or the “Company”) today announced a strategic follow-on investment of USD $500,000 into PsyLabs, a privately-held company specializing in the production of psychedelic active pharmaceutical ingredients (APIs) and extracts for research, clinical trials, and drug development. This follow-on investment underscores Psyence BioMed’s commitment to building a vertically integrated, multi-asset psychedelics biotech platform with robust supply chain security and clinical development capabilities.
This new capital investment builds on the exclusive, royalty-bearing IP licensing agreement formalized between the two companies in September 2024, following an initial investment where Psyence BioMed acquired an 11.13% equity stake in PsyLabs. Under the terms of that agreement, PsyLabs supplies Psyence BioMed with pharmaceutical-grade, EU-GMP, nature-derived (non-synthetic) psilocybin for use in future clinical trials and eventual commercialization in substance use disorders (SUD).
In parallel with this financial commitment, Psyence BioMed has secured an exclusive right of first refusal in respect of the worldwide supply of pharmaceutical-grade, nature-derived Ibogaine. Under this agreement, PsyLabs will grant Psyence BioMed a right of first refusal to acquire the exclusive rights to a dedicated supply of Ibogaine for evaluation in the treatment of SUD, including Alcohol Use Disorder (AUD). This exclusive partnership further strengthens Psyence BioMed’s integrated development strategy, ensuring access to high-quality psychedelic compounds to support its growing clinical pipeline and diversification into multiple therapeutic areas.
Ibogaine, a naturally occurring psychoactive substance derived from the Tabernanthe iboga plant, has shown promise in early-stage research for its unique ability to interrupt SUDs, offering a novel approach to addiction treatment. Existing treatment options for SUDs and AUD remain limited in effectiveness, highlighting the urgent need for new solutions.
“We are thrilled to strengthen our partnership with PsyLabs through both our financial investment and this opportunity to acquire exclusive Ibogaine supply rights,” said Dr. Neil Maresky, CEO of Psyence BioMed. “Ibogaine holds significant potential as part of a new wave of therapeutics targeting some of the most challenging conditions in mental health. With this agreement, we are well positioned to accelerate our research efforts and bring much-needed innovation to patients worldwide.”
Tony Budden, Chief Executive Officer at PsyLabs, added: “This expanded collaboration with Psyence BioMed reflects our shared vision for advancing the science and development of nature-derived psychedelic medicines. By combining our manufacturing expertise with Psyence BioMed’s clinical development capabilities, we are creating a powerful platform to explore the full potential of Ibogaine and psilocybin in addressing addiction and mental health disorders.”
Additional details about PsyLabs are available at www.psylabs.life. An overview of the company’s operations and manufacturing capabilities can be viewed in this video:
These strategic initiatives and investments align with Psyence BioMed’s vision to develop a diversified pipeline of psychedelic-based therapeutics supported by strong supply chain partnerships and proprietary intellectual property, as the Company advances toward becoming a leading, vertically integrated psychedelic biotech company.
The follow-on investment shall be subject to the conclusion of a definitive right of first refusal agreement between the parties based on the salient terms already reduced to writing and other customary closing and suspensive conditions, including regulatory approvals (if any).
About Psyence BioMed:
Psyence BioMed is one of the few multi-asset, vertically integrated biopharmaceutical companies specializing in psychedelic-based therapeutics. It is the first life sciences biotechnology company focused on developing nature-derived (non-synthetic) psilocybin-based psychedelic medicine to be listed on Nasdaq. Psyence is dedicated to addressing unmet mental health needs, particularly in palliative care. The name ‘Psyence’ merges ‘psychedelics’ and ‘science,’ reflecting the company’s commitment to an evidence-based approach in developing safe, effective, and FDA-approved nature-derived psychedelic treatments for a broad range of mental health disorders.
Learn more at www.psyencebiomed.com and on LinkedIn.
About PsyLabs
PsyLabs is a psychedelic Active Pharmaceutical Ingredient (API) development company, federally licensed to cultivate, extract, and export psilocybin mushrooms and other psychedelic compounds including psilocin, mescaline, ibogaine, and dimethyltryptamine (DMT) to legal medical and research markets. The company has successfully exported psilocybin products to Canada, the UK, Portugal, and Slovenia, and supplies purified extracts to its UK-based CMO partner.
PsyLabs operates from an ISO 22000-certified facility audited by the British Standards Institution, ensuring the highest standards of safety and traceability. With a focus on natural compound purification, regulatory support, and global distribution, PsyLabs is expanding its product pipeline to include ibogaine and other next-generation psychedelics.
www.psylabs.life
Contact Information for Psyence Biomedical Ltd.
Email: [email protected]
Media Inquiries: [email protected]
General Information: [email protected]
Phone: +1 416-477-1708
Investor Contact:
Michael Kydd
Investor Relations Advisor [email protected]
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Forward Looking Statements
This communication contains “forward-looking statements”within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statementsabout future financial and operating results, our plans, objectives, expectations, and intentions with respect to future operations, productsand services; and other statements identified by words such as “will likely result,” “are expected to,” “willcontinue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,”“projection,” “outlook” or words of similar meaning.
Forward-looking statements in this communication include statementsregarding the acquisition of exclusive Ibogaine supply rights, the growing of Psyence BioMed’s clinical pipeline, and the diversificationof its therapeutic areas. These forward-looking statements are based on a number of assumptions, including the assumption that there willbe no delays in the execution of a definition right of first refusal agreement, that Psyence BioMed shall exercise its exclusive Ibogainesupply acquisition rights, and that the demand for psychedelic-assisted therapy will include the use of Ibogaine. There can be no assurancethat the Company will continue to maintain compliance with Nasdaq’s continued listing requirements.
There are numerous risks and uncertainties that may cause actualresults or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, among others: (i) delaysin the execution of the right of first refusal agreement; (ii) the ability of Psyence BioMed to maintain the listing of its common sharesand warrants on Nasdaq; (iii) volatility in the price of the securities of Psyence BioMed due to a variety of factors, including the recentshare consolidation, changes in the competitive and highly regulated industries in which Psyence BioMed operates, variations in performanceacross competitors, changes in laws and regulations affecting Psyence BioMed’s business and changes in Psyence BioMed’s capitalstructure. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks anduncertainties described in the “Risk Factors” section of the Company’s final prospectus (File No. 333-284444) filedwith the Securities and Exchange Commission (the “SEC”) on January 24, 2025 and other documents filed by Psyence BioMed fromtime to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events andresults to differ materially from those contained in the forward-looking statements. Actual results and future events could differ materiallyfrom those anticipated in such statements. Nothing in this communication should be regarded as a representation by any person that theforward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statementswill be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Exceptas required by law, Psyence BioMed does not intend to update these forward-looking statements.
The Company does not make any medical, treatment or health benefitclaims about its proposed products. The U.S. Food and Drug Administration, Health Canada or other similar regulatory authorities havenot evaluated claims regarding psilocybin, psilocybin analogues, or other psychedelic compounds or nutraceutical products. The efficacyof such products has not been confirmed by authorized clinical 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.
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