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 TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of September 2024
Commission File Number: 001-41937
Psyence BiomedicalLtd.
(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 x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Entry Into Share Purchase and Sale Agreement
On September 17, 2024, Psyence Biomedical Ltd. (the “Company”) entered into an agreement (the “Purchase Agreement”) with Psyence Group. Inc. (“PGI”). Pursuant to the Purchase Agreement, the Company has agreed to acquire from PGI shares in a single class with a par value of US$0.01 of Psyence Labs Ltd. (“Psylabs”), a private company focused on the production of psychedelic active pharmaceutical ingredients and extracts. Such shares represent approximately 11% of Psylabs’ issued and outstanding equity (the “Transaction”). The completion of the Transaction is subject to the fulfilment, or waiver, of certain conditions, including board approvals, regulatory approvals, a satisfactory due diligence process, and the achievement of a pre-defined product development milestone by PsyLabs by no later than October 31, 2024.
The Purchase Agreement contains customary representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.
The foregoing description of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, a copy of which is filed as Exhibit 99.1 to this Report on Form 6-K and which is incorporated herein by reference.
On September 19, 2024, the Company issued a press release announcing the terms of the Purchase Agreement. A copy of the press release is furnished hereto as Exhibit 99.2.
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Share Purchase and Sale Agreement, dated as of September 17, 2024, by and among Psyence Biomedical Ltd., Psyence Group. Inc. and Psyence UK Group Ltd. |
| 99.2 | 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: September 20, 2024
| Psyence Biomedical Ltd. | |
|---|---|
| By: | /s/ Dr. Neil Maresky |
| Name: | Dr. Neil Maresky |
| Title: | Chief Executive Officer and Director |
Exhibit 99.1
EXECUTIONVERSION
17 September 2024
SHARE PURCHASEAND SALE AGREEMENT
between
PSYENCE GROUP INC.
and
PSYENCE BIOMEDICAL LTD.
and
PSYENCE LABS LTD.
**Page 2**
SHAREPURCHASE AND SALE AGREEMENT
THIS AGREEMENTis made and entered into as of September 17, 2024, by and among Psyence Group Inc. (the "Seller"), a corporation organized under the laws of Ontario, Canada, and Psyence Biomedical Ltd. (the "Purchaser"), a corporation organized under the laws of Ontario, Canada, and Psyence Labs Ltd., a company duly incorporated in the British Virgin Islands (the "Company"). Each of the Seller, the Purchaser and the Company are also referred to herein as a "Party" and, collectively, as the "Parties". The term "Agreement" as used herein refers to this Purchase and Sale Agreement, as the same may be amended from time to time.
RECITALS
WHEREAS, the Seller is the legal and beneficial owner of 1,000 in a single class with a par value of US$0.01 (the "Sale Shares") in the capital of the Company, representing 11.13% of the issued share capital of the Company;
ANDWHEREAS the Seller wishes to sell and the Purchaser wishes to purchase the Sale Shares;
ANDWHEREAS the Company wishes to facilitate such purchase and sale;
NOW,THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement, and subject to the terms and conditions set forth in this Agreement, the Parties, intending to be legally bound, hereby agree as follows:
| 1 | INTERPRETATION |
|---|---|
| 1.1 | In this<br> Agreement, unless the context indicates a contrary intention, the following words and expressions<br> bear the meanings assigned to them and cognate expressions bear corresponding meanings – |
| --- | --- |
| 1.1.1 | "Due Diligence Investigation" means the due diligence to be conducted by the Purchase<br> on the Company and the Sale Equity as contemplated in clause 4; |
| --- | --- |
| 1.1.2 | "Due Diligence Period" means the period ending at on 31 October 2024, or<br> such other period as may be agreed between the Seller and the Purchaser in writing; |
| --- | --- |
| 1.1.3 | "Closing Time" means the time on the Effective Date at which the closing of the purchase<br> and sale contemplated hereby is declared effective by the Parties; |
| --- | --- |
| 1.1.4 | "Conditions Precedent" means the suspensive conditions set out in clause 3; |
| --- | --- |
| 1.1.5 | "Consideration Shares" means that number of common shares amounting to the Purchase Consideration<br> having no par value in the share capital of the Purchaser as determined in accordance with<br> clause 6.1, such common shares, upon registration, being free trading on the Nasdaq as confirmed<br> by a registered dealer having the regulatory status to trade the shares on behalf of the<br> Seller; |
| --- | --- |
| 1.1.6 | "Closing"<br> means closing as contemplated in clause 7; |
| --- | --- |
| 1.1.7 | "Company"<br> means Psyence Labs Ltd., a private company incorporated in the British Virgin Islands under<br> company registration number 2136220; |
| --- | --- |
| 1.1.8 | "Effective Date" means the day upon which the Conditions Precedent are fulfilled or waived; |
| --- | --- |
| 1.1.9 | "Parties"<br> means the parties to this Agreement; |
| --- | --- |
| 1.1.10 | "Purchase Consideration" shall be USD1,100,000; |
| --- | --- |
**Page 3**
| 1.1.11 | "Purchaser"<br> means Psyence Biomedical Ltd, registration number 1000582144, a publicly traded company<br> on the NASDAQ duly incorporated in Ontario, Canada; |
|---|---|
| 1.1.12 | "Sale Claims" means all amounts of any nature whatsoever owing by the Company to the Seller<br> on the Effective Date from any cause whatsoever, including by way of loan account or otherwise,<br> in contract or in delict, actual or contingent, and includes any interest accrued thereon; |
| --- | --- |
| 1.1.13 | "Sale Equity" means the Sale Shares and the Sale Claims, provided that if there are no<br> Sale Claims then any reference to "Sale Equity" shall be construed as a reference<br> to the Sale Shares; |
| --- | --- |
| 1.1.14 | "Seller"<br> means Psyence Group Inc., registration number 1000769991, a publicly traded company on the<br> CSE, duly incorporated in Ontario, Canada; and |
| --- | --- |
| 1.1.15 | "Signature Date" means the date of signature of this Agreement by the Party last signing. |
| --- | --- |
| 1.2 | In this<br> Agreement - |
| --- | --- |
| 1.2.1 | clause<br> headings and the heading of the Agreement are for convenience only and are not to be used<br> in its interpretation; |
| --- | --- |
| 1.2.2 | an<br> expression which denotes - |
| --- | --- |
| 1.2.2.1 | any<br> gender includes the other genders; |
| --- | --- |
| 1.2.2.2 | a<br> natural person includes a juristic person and vice versa; |
| --- | --- |
| 1.2.2.3 | the<br> singular includes the plural and vice versa; |
| --- | --- |
| 1.2.2.4 | a<br> Party includes a reference to that Party’s successors in title and assigns allowed<br> at law; and |
| --- | --- |
| 1.2.2.5 | a<br> reference to a consecutive series of two or more clauses is deemed to be inclusive of both<br> the first and last mentioned clauses. |
| --- | --- |
| 1.3 | The rule of<br> construction that this Agreement shall be interpreted against the Party responsible for the<br> drafting of this Agreement, shall not apply. |
| --- | --- |
| 1.4 | Any reference<br> in this Agreement to "this Agreement" or any other agreement or document<br> shall be construed as a reference to this Agreement or, as the case may be, such other agreement<br> or document, as amended, varied, novated or supplemented from time to time. |
| --- | --- |
| 1.5 | In this<br> Agreement the words "clause" or "clauses" and "annexure"<br> or "annexures" refer to clauses of and annexures to this Agreement. |
| --- | --- |
| 2 | introduction |
| --- | --- |
| 2.1 | The Seller<br> is the registered holder and beneficial owner of the Sale Equity. |
| --- | --- |
| 2.2 | The Purchaser<br> wishes to purchase the Sale Equity from the Seller, and the Seller is prepared to sell the<br> Sale Equity to the Purchaser on the terms and subject to the conditions herein contained,<br> on the basis that the Purchaser is completely familiar (or has familiarised itself) with<br> all aspects of the Company's operations and affairs. |
| --- | --- |
| 2.3 | The Parties<br> wish to record in writing their agreement in respect of the above and matters ancillary thereto. |
| --- | --- |
| 3 | CONDITIONs precedent |
| --- | --- |
| 3.1 | Save<br> for clauses 1 to 4, and clauses 9 to 15 all of which will become effective immediately, this<br> Agreement is subject to the fulfilment of the Conditions Precedent that by no later<br> than 31 October 2024 - |
| --- | --- |
**Page 4**
| 3.1.1 | the<br> board of directors of the Purchaser approves and ratifies the entering into of this Agreement<br> and all other agreements and transactions contemplated herein; |
|---|---|
| 3.1.2 | the<br> board of directors of the Seller approves and ratifies the entering into of this Agreement<br> and all other agreements and transactions contemplated herein; |
| --- | --- |
| 3.1.3 | the<br> Purchaser has obtained all such shareholder, corporate and regulatory approvals as may be<br> required to implement the terms of this Agreement and all other agreements and transactions<br> contemplated herein; |
| --- | --- |
| 3.1.4 | the<br> Seller has obtained all such shareholder, corporate and regulatory approvals as may be required<br> to implement the terms of this Agreement and all other agreements and transactions contemplated<br> herein; |
| --- | --- |
| 3.1.5 | the<br> Company has produced (whether itself or via a third party CMO) a 20g psilocybin non-GMP demonstration<br> batch by a developed process to verify yield and quality; and |
| --- | --- |
| 3.1.6 | the<br> Purchaser has confirmed in writing that it, in its sole discretion, is satisfied the outcome<br> of the Due Diligence Investigation. |
| --- | --- |
| 3.2 | Unless<br> all the Conditions Precedent have been fulfilled or waived by not later than the relevant<br> dates for fulfilment thereof set out in clause 3.1 (or such later date or dates as may be<br> agreed in writing between the Parties) the provisions of this Agreement, save for clauses<br> 1 to 4, and clauses 9 to 15, which will remain of full force and effect, will never become<br> of any force or effect and the status quo ante will be restored as near as may be<br> and none of the Parties will have any claim against the other in terms hereof or arising<br> from the failure of the Conditions Precedent. |
| --- | --- |
| 4 | Due diligence investigation |
| --- | --- |
| 4.1 | The Seller<br> and the Company hereby grant to the Purchaser the right during the Due Diligence Period to<br> undertake a due diligence review of the Company and its business, involving such steps as<br> the Purchaser in its reasonable discretion shall deem necessary to investigate the affairs<br> of the Company and its business including, without limiting the generality of the foregoing,<br> the employees, history, state of affairs, financial position, operational and strategic health,<br> assets and liabilities of the Company. |
| --- | --- |
| 4.2 | The Seller<br> and the Company undertake throughout to co-operate fully with the Purchaser and its representatives<br> and to make available, during normal business hours, to the Purchaser, its employees, attorneys,<br> Auditors and other representatives, all such documents, contracts, reports, printouts, audited<br> annual financial statements, auditors' working papers, management accounts, income tax assessments<br> and returns, and all other records and information as the Purchaser and/or any of the aforesaid<br> may require. |
| --- | --- |
| 4.3 | The Purchaser<br> shall conduct the Due Diligence Investigation in good faith and shall be entitled to notify<br> the Seller that it is not satisfied with the results of the Due Diligence Investigation. |
| --- | --- |
| 5 | SALE |
| --- | --- |
| 5.1 | Upon<br> and subject to the terms and conditions of this Agreement, the Seller hereby agrees to sell<br> to the Purchaser, which hereby agrees to purchase, on the Effective Date the Sale Equity,<br> as one indivisible transaction. |
| --- | --- |
| 5.2 | All risk<br> in and all benefit attaching to the Sale Equity will, against payment of the full Purchase<br> Consideration, pass to the Purchaser at the Closing Time on the Effective Date. |
| --- | --- |
| 5.3 | Possession<br> and effective control of the Sale Equity will be given to the Purchaser at the Closing Time<br> on the Effective Date. The Seller will accordingly retain the right to exercise all voting<br> rights attaching to the Sale Shares until the Closing Time. |
| --- | --- |
**Page 5**
| 6 | purchase CONSIDERATION |
|---|---|
| 6.1 | The Purchase<br> Consideration shall be settled by way of the Purchaser issuing 2,000,000 (two million) Consideration<br> Shares to the Seller, equal to the value of the Purchase Consideration on the Effective Date,<br> calculated at a fixed share issue price of USD0.55 per Consideration Share. |
| --- | --- |
| 6.2 | The Purchase<br> Consideration will be allocated as follows - |
| --- | --- |
| 6.2.1 | in<br> respect of the Sale Claims, the face value thereof; and |
| --- | --- |
| 6.2.2 | in<br> respect of the Sale Shares, the balance of the consideration. |
| --- | --- |
| 7 | CLOSING |
| --- | --- |
| 7.1 | On the<br> Effective Date the Seller will deliver to the Purchaser – |
| --- | --- |
| 7.1.1 | A<br> copy of the original share certificates in respect of the Sale Shares; |
| --- | --- |
| 7.1.2 | A<br> copy of the signed share transfer forms in respect of the Sale Shares; |
| --- | --- |
| 7.1.3 | A<br> copy of the resolutions of directors of the Seller approving the transfer of the Sale Equity<br> pursuant to this Agreement; and |
| --- | --- |
| 7.1.4 | A<br> copy of the resolutions of directors of the Company noting the cession of the Sale Claims<br> (if any) to the Purchaser. |
| --- | --- |
| 7.2 | Against<br> settlement of the Purchase Consideration, the Seller hereby cedes to the Purchaser all of<br> its right, title and interest in and to the Sale Claims with effect from the Effective Date. |
| --- | --- |
| 8 | WARRANTIES BY SELLER & PURCHASER INDEMNITIES |
| --- | --- |
| 8.1 | The Seller<br> hereby gives to and in favour of the Purchaser only the warranties set out below, and no<br> others. Save for these warranties, this sale is on a voetstoots basis, with no further<br> warranties or representations, or term as to fitness for any purpose, express or implied,<br> being given by the Seller to the Purchaser: The warranties are – |
| --- | --- |
| 8.1.1 | the<br> Seller is the legal and beneficial owner of the Sale Equity and entitled to dispose of the<br> same; |
| --- | --- |
| 8.1.2 | to<br> the best of the Seller's knowledge and belief after reasonable enquiry, the Company has a<br> single class of shares and is authorised to issue a maximum of 50,000 shares of a single<br> class with a par value of US$0.01 each, which shares rank pari passu; |
| --- | --- |
| 8.1.3 | to<br> the best of the Seller's knowledge and belief after reasonable enquiry, the liabilities of<br> the Company do not exceed those reflected in the Company's management accounts dated July 2024;<br> and |
| --- | --- |
| 8.1.4 | no<br> other party has any claim to or over or in respect of the Sale Equity, nor is it encumbered<br> in any way. |
| --- | --- |
| 8.2 | The Purchaser<br> shall indemnify and hold the Seller and each of its directors harmless against all claims,<br> damage, loss and/or expense which may be made against and/or suffered by the Seller or and<br> any of its directors in connection with and/or arising from the Purchaser's operation of<br> the Company after the Effective Date (including all potential claims disclosed in writing<br> during the Due Diligence Investigation). |
| --- | --- |
| 8.3 | The Purchaser<br> undertakes that it will not commence, prosecute or cause or permit to be commenced or prosecuted<br> against the Seller or any of its directors and officers any action or other proceeding, including,<br> without limitation, an arbitration or other alternative dispute resolution procedure, based<br> upon any claim, demand, cause of action, obligation, damage, or liability in connection with<br> and/or arising from the operation of the Company or under this Agreement, save for in the<br> event of criminal conduct or fraud. |
| --- | --- |
**Page 6**
| 9 | general WARRANTIES |
|---|---|
| 9.1 | Each<br> of the Parties hereby warrants to and in favour of the other that – |
| --- | --- |
| 9.1.1 | it<br> has the legal capacity and has taken all necessary corporate action required to empower and<br> authorise it to enter into this Agreement; |
| --- | --- |
| 9.1.2 | this<br> Agreement constitutes an agreement valid and binding on it and enforceable against it in<br> accordance with its terms; |
| --- | --- |
| 9.1.3 | the<br> execution of this Agreement and the performance of its obligations hereunder does not and<br> shall not – |
| --- | --- |
| 9.1.3.1 | contravene<br> any law or regulation to which that Party is subject; |
| --- | --- |
| 9.1.3.2 | contravene<br> any provision of that Party's constitutional documents; or |
| --- | --- |
| 9.1.3.3 | conflict<br> with or constitute a breach of any of the provisions of any other agreement, obligation,<br> restriction or undertaking which is binding on it; and |
| --- | --- |
| 9.1.4 | to<br> the best of its knowledge and belief, it is not aware of the existence of any fact or circumstance<br> that may impair its ability to comply with all of its obligations in terms of this Agreement; |
| --- | --- |
| 9.1.5 | it<br> is entering into this Agreement as principal (and not as agent or in any other capacity); |
| --- | --- |
| 9.1.6 | the<br> natural person who signs and executes this Agreement on its behalf is validly and duly authorised<br> to do so; |
| --- | --- |
| 9.1.7 | no<br> other party is acting as a fiduciary for it; and |
| --- | --- |
| 9.1.8 | it<br> is not relying upon any statement or representation by or on behalf of any other Party, except<br> those expressly set forth in this Agreement. |
| --- | --- |
| 9.2 | Each<br> of the representations and warranties given by the Parties in terms of clause 9.1 shall – |
| --- | --- |
| 9.2.1 | be<br> a separate warranty and will in no way be limited or restricted by inference from the terms<br> of any other warranty or by any other words in this Agreement; |
| --- | --- |
| 9.2.2 | continue<br> and remain in force notwithstanding the completion of any or all the transactions contemplated<br> in this Agreement; and |
| --- | --- |
| 9.2.3 | prima facie be deemed to be material and to be a material representation inducing the other<br> Party to enter into this Agreement. |
| --- | --- |
| 10 | SUPPORT |
| --- | --- |
| The Parties undertake at all times to do all such things, perform all such<br> actions and take all such steps and to procure the doing of all such things, the performance of all such<br> actions and the taking of all such steps as may be open to them and necessary for or incidental to the<br> putting into effect or maintenance of the terms, conditions and/or import of this Agreement. | |
| 11 | breach |
| --- | --- |
| 11.1 | In the<br> event of any of the Parties ("Defaulting Party") committing a breach of<br> any of the terms of this Agreement and failing to remedy such breach within a period of five<br> (5) days after receipt of a written notice from another Party ("Aggrieved Party")<br> calling upon the Defaulting Party so to remedy, then the Aggrieved Party shall be entitled,<br> at its sole discretion and without prejudice to any of its other rights in law, either to<br> claim specific performance of the terms of this Agreement or to cancel this Agreement forthwith<br> and without further notice, and in either case to claim and recover damages from the Defaulting<br> Party. |
| --- | --- |
**Page 7**
| 11.2 | The<br> Parties agree that any costs awarded will be recoverable on an attorney-and-own-client scale<br> unless the Court specifically determines that such scale shall not apply, in which event<br> the costs will be recoverable in accordance with the High Court tariff, determined on an<br> attorney-and-client scale. |
|---|---|
| 12 | benefit of the agreement |
| --- | --- |
| This Agreement will also be for the benefit of and be binding upon the<br> successors in title and permitted assigns of the Parties or any of them. | |
| 13 | applicable law and jurisdiction |
| --- | --- |
| This Agreement will in all respects be governed by and construed under<br> the laws of the British Virgin Islands. | |
| 14 | COSTS |
| --- | --- |
| Except as otherwise specifically provided herein, each Party will bear<br> and pay its own legal costs and expenses of and incidental to the negotiation, drafting, preparation and<br> implementation of this Agreement. | |
| 15 | SIGNATURE |
| --- | --- |
| 15.1 | This<br> Agreement is signed by the Parties on the dates and at the places indicated below. |
| --- | --- |
| 15.2 | This<br> Agreement may be executed in counterparts, each of which shall be deemed an original, and<br> all of which together shall constitute one and the same Agreement as at the date of signature<br> of the Party last signing one of the counterparts. |
| --- | --- |
| 15.3 | The<br> persons signing this Agreement in a representative capacity warrant their authority to do<br> so. |
| --- | --- |
| 15.4 | The<br> Parties record that it is not required for this Agreement to be valid and enforceable that<br> a Party shall initial the pages of this Agreement and/or have its signature of this<br> Agreement verified by a witness. |
| --- | --- |
SIGNED at Cape Town on September 17, 2024
| For and on behalf of |
|---|
| PSYENCE GROUP INC |
| Signature<br><br> <br>Taryn Vos |
| Name of Signatory<br><br> <br>Authorised Signatory |
| Designation<br> of Signatory |
**Page 8**
SIGNED at Toronto on September 17, 2024
| For and on behalf of |
|---|
| PSYENCE BIOMEDICAL LTD |
| Signature<br><br> <br>Neil Maresky |
| Name of Signatory<br><br> <br>Director |
| Designation<br> of Signatory |
SIGNED at Cape Town on September 17, 2024
| For and on behalf of |
|---|
| PSYENCE LABS LTD. |
| Signature<br><br> <br>Tony Budden |
| Name of Signatory<br><br> <br>CEO |
| Designation<br> of Signatory |
Exhibit 99.2
Psyence Biomed Enters into Agreement to AcquireStake in PsyLabs
PsyLabs develops and produces certified pharmaceutical-gradenatural psychedelics for applications in mental health and well-being
NEW YORK, September 19, 2024 -- Psyence Biomedical Ltd. (Nasdaq: PBM) ("Psyence Biomed" or the "Company") today announced that it has entered into a conditional share sale agreement with Psyence Group (CSE: PSYG) (as seller) for the acquisition of an 11.13% stake in privately-held PsyLabs, a company focused on the production of psychedelic active pharmaceutical ingredients (APIs) and extracts for use in research, clinical trials and drug development ("Proposed Acquisition"). Per the terms of the Proposed Acquisition, Psyence Biomed will issue to Psyence Group shares of its common stock valued at $1.1 million dollars, at a price of $0.55 per share, in exchange for Psyence Group’s 11.13% stake in PsyLabs.
Psyence Biomed previously announced a worldwide, exclusive, royalty-bearing IP licensing agreement with PsyLabs to supply pharmaceutical-grade, EU GMP nature-derived (non-synthetic) psilocybin to be evaluated in future clinical trials as a potential treatment for Alcohol Use Disorder (AUD) and other Substance Use Disorders (SUDs) and for commercialization of the licensed product. Psyence Biomed plans to lead with a clinical trial in AUD, Psyence Biomed’s second development indication. The licensed product will require further development work by PsyLabs, which will be conducted during the remainder of 2024 and into 2025. Psylabs is also commercially licensed for the production and export of additional pharmaceutical grade psychoactive compounds, including ibogaine and mescaline.
"We are very pleased to strengthen our relationship with PsyLabs through this acquisition, which gives us access to state-of-the-art cultivation and production capabilities that support our goal of becoming a leading, vertically integrated developer of psychedelic-based therapeutics," said Dr. Neil Maresky, Chief Executive Officer of Psyence Biomed. “As we expand our pipeline into additional high-value mental health conditions beyond our current Adjustment Disorder program, including Alcohol Use Disorder and other Substance Use Disorders, we will look to PsyLabs for consistent supply of high-purity, nature-derived psilocybin that will best position us for long-term success.”
Tony Budden, Chief Executive Officer of PsyLabs, said, "As health regulatory agencies tighten the standards for psychoactive compounds, especially for Phase III trials and commercial production, purity is becoming a key factor for success in psychedelic drug development. At PsyLabs, we’ve developed a proprietary process — with patents already filed — that we believe produces the highest purity, naturally derived psilocybin on the market. Psyence Biomed's investment is a strong validation of our work, and we're excited to collaborate as they push their development into treatments for AUD, SUD’s, and beyond."
Additional information on PsyLabs maybe found at www.psylabs.life and an informative video about the company and its capabilities may be found at this link:
| VIEW VIDEO OF PSYLABS |
|---|
The completion of the Proposed Acquisition is subject to the fulfilment, or waiver, of certain conditions, including board approvals, regulatory approvals, a satisfactory due diligence process, and the achievement of a pre-defined product development milestone by PsyLabs by no later than October 31, 2024.
AboutPsyence 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
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 the fulfilment of the conditions to the closing of the Proposed Acquisition, access to the capital and liquidityrequired for Psyence Biomed to execute on the AUD strategy and PsyLabs' ability to successfully deliver its intended drug product. Theseforward-looking statements are based on a number of assumptions, including the assumptions that the parties will obtain all such regulatory,corporate, shareholder and other approvals as may be required to implement the Proposed Acquisition, the continuation of PsyLabs' productdevelopment strategy as referred to in this news release on schedule, and the safety and effectiveness of psilocybin as a treatment optionfor AUD.
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) the inability to complete the Proposed Acquisition; (ii) the inability to recognizethe anticipated benefits of the Proposed Acquisition (iii) the ability of PsyLabs to execute its obligations in respect of its productdevelopment objectives; (iv) changes in applicable laws which may impact drug development, clinical trials and/or the conducting thereof;(v) Psyence Biomed’s ability to obtain regulatory approval for the proposed product candidate, and any related restrictions or limitationsof any approved products; (vi) the ability of Psyence Biomed to maintain the listing of its common shares and warrants on Nasdaq; and(vii) volatility in the price of the securities of Psyence Biomed due to a variety of factors, including changes in the competitive andhighly regulated industries in which Psyence Biomed operates, variations in performance across competitors, changes in laws and regulationsaffecting Psyence Biomed’s business and changes in Psyence Biomed’s capital structure. The foregoing list of factors is notexhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors"section of the final prospectus (File No. 333 276973) filed with the Securities and Exchange Commission on August 30, 2024 and other documentsfiled by the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that couldcause actual events and results to differ materially from those contained in the forward-looking statements. Actual results and futureevents could differ materially from those anticipated in such information. Nothing in this communication should be regarded as a representationby any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-lookingstatements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they aremade. Except as required by law, the Company does not intend to update these forward-looking statements.
The Company makes no medical, treatment orhealth benefit claims about the Company’s proposed products. The U.S. Food and Drug Administration, Health Canada or other similarregulatory authorities have not evaluated claims regarding psilocybin, psilocybin analogues, or other psychedelic compounds or nutraceuticalproducts. The efficacy of such products has not been confirmed by approved research. There is no assurance that the use of psilocybin,psilocybin analogues, or other psychedelic compounds or nutraceuticals can diagnose, treat, cure or prevent any disease or condition.Vigorous scientific research and clinical trials are needed. The Company has not conducted clinical trials for the use of its proposedproducts. Any references to quality, consistency, efficacy, and safety of potential products do not imply that the Company verified suchin clinical trials or that the Company will complete such trials. If the Company cannot obtain the approvals or research necessary tocommercialize its business, it may have a material adverse effect on the Company’s performance and operations.