PBM 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 April 2026
Commission File Number: 001-41937
PSYENCE BIOMEDICAL LTD.
(Translation of registrant’s name into English)
121 Richmond Street West
Penthouse Suite 1300
Toronto, 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
On April 19, 2026, Psyence Biomedical Ltd. (the “Company”) entered into Amendment No. 3 to the Common Stock Purchase Agreement (the “Amendment”) with White Lion Capital, LLC (“White Lion”), amending the Common Stock Purchase Agreement dated July 25, 2024, as previously amended by Amendment No. 1 on December 20, 2024 and Amendment No. 2 on November 4, 2025 (as amended, the “Purchase Agreement”).
The Amendment adds a new purchase mechanism to the Purchase Agreement pursuant to which the Company may, during the Commitment Period, deliver an “Intraday Purchase Notice” to White Lion, requiring White Lion to purchase a number of common shares of the Company (the “Common Shares”) not to exceed five percent (5%) of the Average Daily Trading Volume (the “Intraday Purchase Notice Limit”). Under the Intraday Purchase mechanism, White Lion must provide written consent to accept an Intraday Purchase Notice within 15 minutes of delivery; failure to do so will render the applicable notice void. The purchase price for shares sold pursuant to an Intraday Purchase Notice is the lowest traded price of the Common Shares during the one (1) hour period following White Lion’s written acceptance (the “Intraday Valuation Period”), subject to a floor price specified in the applicable notice. Settlement of any Intraday Purchase Notice will occur within two (2) Business Days of the applicable acceptance date, with White Lion delivering the applicable purchase amount by wire transfer of immediately available funds.
The Amendment also amends and restates Section 5.1 of the Purchase Agreement to reflect the addition of the Intraday Purchase Notice mechanism, and amends the definition of “Purchase Notice” to include the new Intraday Purchase Notice Form (Exhibit G).
In connection with the Amendment, White Lion has agreed to pay the Company a legal document preparation fee of $22,000 within two (2) Business Days of the Amendment effective date. Except as modified by the Amendment, the Purchase Agreement continues in full force and effect in accordance with its terms.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Report on Form 6-K and is incorporated herein by reference.
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Amendment No. 3 to Common Stock Purchase Agreement, dated April 19, 2026, by and between Psyence Biomedical Ltd. and White Lion Capital, LLC (filed herewith). |
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SIGNATURES
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.
| PSYENCE BIOMEDICAL LTD. | |
| Dated: April 20, 2026 | |
| /s/ Jody Aufrichtig | |
| Jody Aufrichtig | |
| Chief Executive Officer and Director |
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Exhibit 10.1
AMENDMENT NO. 3
TO
COMMON STOCK PURCHASE AGREEMENT
BETWEEN
Psyence biomedical Ltd.
AND
WHITE LION CAPITAL LLC
THIS AMENDMENT NO. 3 TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”), effective April 19, 2026 (the “Amendment Effective Date”), is by and between Psyence Biomedical Ltd., a corporation organized under the laws of Ontario, Canada (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”), and amends the Common Stock Purchase Agreement by and between the Company and Investor dated July 25, 2024, previously amended by Amendment No. 1 on December 20th, 2024 and Amendment No. 2 on November 4th, 2025 (the “Agreement”), to permit the Company to effect sales to the Investor pursuant to Intraday Purchase Notices (as defined below). All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement.
NOW, THEREFORE, in consideration of the premises, the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
| 1. | Amendment to Article II. |
Article II of the Agreement is hereby amended by adding Sections 2.2(i) and 2.2(j), which shall read in their entirety as follows:
Section 2.2 (i) Intraday Purchase Notice.
| (i) | Upon the terms and subject to the conditions of this Agreement, during the Commitment Period, the Company may deliver an Intraday Purchase Notice to the Investor, subject to satisfaction of the conditions set forth in Article VII and otherwise provided herein. The Company shall deliver the Purchase Notice Shares, not to exceed the Intraday Purchase Notice Limit, unless waived by Investor, underlying an Intraday Purchase Notice as DWAC Shares to the Investor’s Designated Brokerage Account alongside the delivery of the Intraday Purchase Notice. An Intraday Purchase Notice shall be deemed delivered on the Business Day that the Investor provides written consent of the acceptance of the Intraday Purchase Notice (the “Intraday Purchase Notice Date”). If the Investor does not provide written consent within 15 minutes of the delivery of the Intraday Purchase Notice, the applicable Intraday Purchase Notice shall be deemed void unless waived by both the Company and the Investor. Each party shall use its commercially reasonable efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable. Each party also agrees that it shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective Section 2.2 of this Agreement and the transactions contemplated herein. |
Section 2.2 (j) Intraday Purchase Closing.
| (j) | The Closing of an Intraday Purchase Notice shall occur within two (2) Business Days following the Intraday Purchase Notice Date (the “Intraday Purchase Closing Date”); whereby the Investor shall deliver to the Company, by 5:00 p.m. New York time on the Intraday Purchase Closing Date, the Intraday Purchase Investment Amount by wire transfer of immediately available funds to an account designated by the Company. |
The following terms shall be defined as set forth below:
| a. | “Intraday Purchase Closing Date” shall have the meaning specified in Section 2.2(j). |
| b. | “Intraday Purchase Investment Amount” shall mean the applicable Purchase Notice Shares referenced in the Intraday Purchase Notice multiplied by the applicable Intraday Purchase Price. If the applicable floor price underlying an Intraday Purchase Notice is reached during the Intraday Valuation Period, the Investor may purchase up to any number of Purchase Notice Shares underlying the applicable Intraday Purchase Notice, at the Investor’s sole discretion, at the applicable Intraday Purchase Price. |
| c. | “Intraday Purchase Notice” shall mean the closing of a purchase and sale of shares of Common Stock as described in Section 2.2. |
| d. | “Intraday Purchase Notice Date” shall have the meaning specified in Section 2.2(i). |
| e. | “Intraday Purchase Notice Limit” shall mean five percent (5%) of the Average Daily Trading Volume. |
| f. | “Intraday Purchase Price” shall mean the lowest traded price of Common Stock during the Intraday Valuation Period, not to be lower than the applicable floor price outlined in the applicable Intraday Purchase Notice. |
| g. | “Intraday Valuation Period” shall mean the one (1) hour period following the Investor’s written consent of the acceptance of the applicable Intraday Purchase Notice. |
The following terms shall be amended and restated as set forth below:
| i. | “Purchase Notice” shall mean a written notice from Company, substantially in the form of Exhibit A attached hereto (a “Rapid Purchase Notice Form”), Exhibit B attached hereto (a “Fixed Purchase Notice Form”), Exhibit E attached hereto (an “Accelerated Purchase Notice Form”), or Exhibit F attached hereto (a “VWAP Purchase Notice Form”) or Exhibit G attached hereto (an “Intraday Purchase Notice Form”), to the Investor and the Transfer Agent setting forth the Purchase Notice Shares which the Company requires the Investor to purchase pursuant to the terms of this Agreement. |
Article V of the Agreement is hereby amended by amending and restating Section 5.1 in its entirety as follows:
Section 5.1 SHORT SALES AND CONFIDENTIALITY. Neither the Investor, nor any affiliate of the Investor acting on its behalf or pursuant to any understanding with it, (i) has executed any Short Sales prior to the Effective Date and (ii) will execute any Short Sales during the period from the Effective Date to the end of the Commitment Period. For the purposes hereof, and in accordance with Regulation SHO, the sale of Common Stock purchased under the applicable Purchase Notice after delivery of the Purchase Notice shall not be deemed a Short Sale. The parties acknowledge and agree that during the Rapid Purchase Notice Date, the Accelerated Valuation Period, and the Intraday Valuation Period, the Investor may contract for, or otherwise effect, the resale of the subject purchased Purchase Notice Shares to third parties. The Investor shall, until such time as the transactions contemplated by the Transaction Documents are publicly disclosed by the Company in accordance with the terms of the Transaction Documents, maintain the confidentiality of the existence and terms of this transaction and the information included in the Transaction Documents. “Short Sales” shall mean “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act.
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Exhibit A attached hereto shall be added as Exhibit G to the Agreement.
| 2. | Representations and Warranties. |
Each of the Investor and the Company represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary entity action and that the officers executing this Amendment on its behalf were similarly authorized and empowered and that this Amendment does not contravene any provisions of its articles of incorporation, bylaws, certificate of formation, limited liability company agreement or other formation documents, or of any contract or agreement to which it is a party or by which any of its properties are bound.
| 3. | Miscellaneous. |
(a) The Investor shall pay to the Company a legal document preparation fee for this Amendment in the amount of $22,000 within two (2) Business Days of the Effective Date.
(b) Except as modified by this Amendment, the Agreement continues in full force and effect in accordance with its terms.
(c) This Amendment shall be governed by and construed in accordance with the laws of the State of New York as set forth in Section 10.1 of the Agreement and the dispute resolution provisions set forth in the Agreement.
(d) This Amendment may be executed in any number of counterparts and by electronic transmission (which shall bind the parties hereto), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
** signature page follows **
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officer as of the Amendment Effective Date.
| Psyence Biomedical Ltd. | ||
| By: | ||
| Name: | Jody Aufrichtig | |
| Title: | Director | |
| WHITE LION CAPITAL, LLC | ||
| By: | ||
| Name: | Sam Yaffa | |
| Title: | Managing Partner | |
EXHIBIT G
FORM OF INTRADAY PURCHASE NOTICE
TO: WHITE LION CAPITAL LLC
We refer to the Common Stock Purchase Agreement, dated as of July 25, 2024, (as amended, the “Agreement”), entered into by and between Psyence Biomedical Ltd., and White Lion Capital LLC. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the same meaning when used herein.
We hereby:
1) Give you notice that we require you to purchase __________ Purchase Notice Shares at the Intraday Purchase Price; and
2) Set a floor price of __________; and
3) Certify that, as of the date hereof, the conditions set forth in Section 7 of the Agreement are satisfied.
| Psyence Biomedical Ltd. | ||
| By: | ||
| Name: | ||
| Title: | ||