6-K
Psyence Biomedical Ltd. (PBM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACTOF 1934
For the month of March 2025
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
EXHIBIT INDEX
| Exhibit | Description |
|---|---|
| 99.1 | Notice of Special Meeting of Shareholders to be held on April 16, 2025 |
| 99.2 | Notice of Meeting and Record Date |
| 99.3 | Form of Proxy |
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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: March 31, 2025
| Psyence Biomedical Ltd. | |
|---|---|
| By: | /s/ Dr. Neil Maresky |
| Name: | Dr. Neil Maresky |
| Title: | Chief Executive Officer and Director |
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Exhibit 99.1
PSYENCE BIOMEDICAL LTD.
NOTICE OF SPECIAL MEETINGOF SHAREHOLDERS AND
MANAGEMENT INFORMATION CIRCULAR
IN RESPECT OF THE SPECIAL MEETINGOF SHAREHOLDERS OF PSYENCE BIOMEDICAL LTD. TO BE HELD ON APRIL 16, 2025
Dated as of March 31, 2025
Neither the Nasdaq Stock MarketLLC nor any securities commission has in any way passed upon the merits of the shareholder proposals described herein and any representationto the contrary is an offence.
Dear Shareholders:
The directors of Psyence Biomedical Ltd. (“Psyence,” “ the “Company,” “we,” “us,” or “our”) cordially invite you to attend a special meeting (the “Meeting”) of the shareholders of Psyence (the “Shareholders”) to be held in person at the offices of WeirFoulds LLP, 66 Wellington Street West, Suite 4100, Toronto, Ontario, Canada M5K 1B7, on Wednesday, April 16, 2025 at 9:00 a.m. (Eastern Time).
At the Meeting, you will be asked to consider and, if deemed appropriate, to pass, the following:
| 1. | a special resolution approving the proposed consolidation of the common shares of the Corporation; |
|---|
The foregoing resolutions are referred to herein as the “Resolutions”.
The Board of Directors of the Corporation unanimously recommends that Shareholders vote in favor of the Resolutions at the Meeting for the reasons set out in this Circular. You are urged to read this information carefully and, if you require assistance, to consult your own legal, tax, financial or other professional advisors.
We hope that we will have the opportunity to welcome you to this year’s Meeting.
| Sincerely, |
|---|
| /s/ Dr. Neil Maresky |
| Neil Maresky |
| Chief Executive Officer & Director |
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MANAGEMENT INFORMATION CIRCULAR
SPECIAL MEETING OF SHAREHOLDERS
Dated March 31, 2025, except where otherwise noted.
Solicitation of Proxies
This management informationcircular (the “Circular”) is furnished in connection with the solicitation of proxies by the management of Psyence BiomedicalLtd. (“Psyence,” the “Corporation,” “we,” “us,” or “our”) for use at the specialmeeting (the “Meeting”) of shareholders (the “Shareholders”) to be held on Wednesday, April 16, 2025 at the officesof WeirFoulds LLP, 66 Wellington Street West, Suite 4100, Toronto, Ontario, Canada M5K 1B7, on Wednesday, April 16, 2025 at 9:00 a.m.(Eastern Time), and at any adjournment(s) thereof. Solicitation of proxies will be primarily by mail and by our proxy solicitor AdvantageProxy, but may also be carried out by directors, officers, employees or agents of the Corporation personally, in writing, by telephoneor by fax. All costs thereof will be borne by the Corporation.
Management of the Corporation has therefore preparedthis Circular and has sent it to those shareholders who are entitled to receive a notice of the Meeting.
Cautionary Note Regarding Forward Looking Statementsand Risk Factors
Certain statements containedin this proxy circular, including statements regarding the proposed stock split, its anticipated benefits, effects on the Corporation’sshare price and trading liquidity, and other expectations may be considered forward-looking statements within the meaning of applicablesecurities laws. Forward-looking statements are based on current expectations and involve risks and uncertainties that could cause actualresults to differ materially. These risks include, but are not limited to, market conditions, regulatory approvals, and shareholder approvalof the stock split. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of thedate hereof. The Corporation undertakes no obligation to update any forward-looking statements, except as required by law.
Shareholders should considerthe risk factors set forth in the Corporations public filings, including, but not limited to, its most recent Annual Report on Form 20-Ffiled with the U.S. Securities and Exchange Commission and available on EDGAR at www.sec.gov, as well as any updates to such risk factorscontained in subsequent filings. The risks described therein, as well as other risks and uncertainties, could materially affect the company’sbusiness, financial condition, or results of operations.
Shareholders Entitled to Vote
Registered shareholders (“RegisteredShareholders”) as at the close of business on March 17, 2025 (the “Record Date”), or the person or persons they appoint as their proxies, are entitled to attend and vote on all matters that may properly come before the Meeting in respect of which their vote is required. Each Shareholder of record at the close of business on the Record Date will be entitled to one vote for each common share of the Corporation, no par value (“Common Share”) held with respect to all matters proposed to come before the Meeting, or any adjournment or postponement thereof, and requiring a vote by Shareholders.
Registered Shareholders are entitled to vote at the Meeting, or any adjournment or postponement thereof, either in person or by proxy. Voting by proxy means that you are giving the person or persons named on your proxy form (your proxyholder) the authority to vote your Common Shares for you at the Meeting or any adjournment(s) or postponement(s) thereof.
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Appointment of Proxies and Revocation of Proxies
The individuals named in the enclosed form of proxy will represent management of the Corporation at the Meeting. A Shareholder has the right to appoint a personor company (who need not be a Shareholder), other than the persons designated in the accompanying form of proxy, to represent the Shareholderat the Meeting. Such rights may be exercised by inserting the name of such person or company in the blank space provided in the proxyor by completing another proper form of proxy. A Shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must, in all cases, deposit the completed proxy with Continental Stock Transfer and Trust Co., 1 State Street 30^th^ Floor, New York, NY 10004 (“CST”) by 11:59 P.M. (New York time) on April 15, 2025 or, if the Meeting is adjourned or postponed, at least 48 hours, excluding Saturdays, Sundays and holidays, prior to any adjournment or postponement of the Meeting at which the proxy is to be used, or deliver it to the Chairman of the Meeting on the day of the Meeting or any adjournment thereof prior to the commencement of the Meeting. A proxy should be executed by the registered Shareholder or its attorney-in-fact duly authorized in writing or, if the registered Shareholder is a corporation, by an officer or attorney thereof duly authorized. Failure to properly complete or deposit a proxy may result in its invalidation.
A Registered Shareholder who has submitted a proxy may revoke it at any time prior to the exercise thereof. If a Registered Shareholder who has given a proxy attends the Meeting in person at which such proxy is to be voted, such person may revoke the proxy and vote in person. In addition to any other manner permitted by law, a proxy may be revoked before it is exercised by an instrument in writing executed in the same manner as a proxy and deposited to the attention of the Chief Financial Officer of the Corporation at the registered office of the Corporation at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used or with the Chairman of the Meeting on the day of such Meeting or any adjournment thereof and thereupon the proxy is revoked.
A Registered Shareholder attending the Meeting has the right to vote in person and, if he or she does so, his or her proxy is nullified with respect to the matters such person votes upon and any subsequent matters thereafter to be voted upon at the Meeting or any adjournment thereof.
If you are not a Registered Shareholder, please refer to the section below entitled “Advice to Beneficial Holders of Common Shares”.
Advice to Beneficial Shareholders of Common Shares
The information set forth in this section is of significant importance to many Shareholders as a substantial number of Shareholders do not hold their Common Shares in their own name and thus are considered non-registered Shareholders (referred to as “Beneficial Shareholders”). Beneficial Shareholders should note that only proxies deposited by Shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to Shareholders by a broker then, in almost all cases, those shares will not be registered in the Shareholder’s name on the records of the Corporation. Such Common Shares will more likely be registered under the name of the Shareholder’s broker or an agent of that broker or another similar entity (an “Intermediary”). Common Shares held in the name of an Intermediary can only be voted by the Intermediary (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, Intermediaries are prohibited from voting shares.
If you are a Beneficial Shareholder:
Beneficial Shareholders should ensure that instructions respecting the voting of their Common Shares are communicated in a timely manner and in accordance with the instructions provided by their Intermediary. Applicable regulatory rules require Intermediaries to seek voting instructions from Beneficial Shareholders in advance of the Meeting. Every Intermediary has its own mailing procedures and provides its own return instructions to clients, which instructions should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting.
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Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”) in the United States and in Canada. Broadridge mails a voting instruction form in lieu of a form of proxy provided by the Corporation. The voting instruction form will name the same persons as the Corporation’s form of proxy to represent you at the Meeting. You have the right to appoint a person (who need not be a shareholder of the Corporation), other than the persons designated in the voting instruction form, to represent you at the Meeting. To exercise this right, you should insert the name of the desired representative in the blank space provided in the voting instruction form. The completed voting instruction form must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. If you receive a voting instruction form from Broadridge, you cannot use it to vote Common Shares directly at the Meeting— the voting instruction form must be completed and returned to Broadridge, in accordance with its instructions, well in advanceof the Meeting in order to have the Common Shares voted.
Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purpose of voting Common Shares registered in the name of their Intermediary, a Beneficial Shareholder may attend the Meeting as proxyholder for the Intermediary and vote the Common Shares in that capacity. BeneficialShareholders who wish to attend the Meeting and indirectly vote their Common Shares as a proxyholder should enter their own names in theblank space on the form of proxy provided to them by their Intermediary and return the same to their Intermediary in accordance with theinstructions provided by their Intermediary well in advance of the Meeting.
Non-registered holders who have not objected to their Intermediary disclosing certain ownership information about themselves to the Corporation are referred to as “non-objecting beneficial owners”. Those non-registered holders who have objected to their Intermediary disclosing ownership information about themselves to the Corporation are referred to as “objecting beneficial owners” (“OBOs”).
This Circular and applicable proxy-related materials are being sent directly to non-objecting beneficial owners. The Corporation does not intend to pay for Intermediariesto deliver the Meeting materials. As a result, OBOs will not receive the Meeting materials unless their Intermediary assumes the costsof delivery.
Interest of Certain Persons or Companies in Matters to Be Acted Upon
Other than as described herein, the Corporation is not aware of: (i) any person who has been a director or executive officer of the Corporation at any time since the beginning of the last financial year; (ii) a nominee for election as a director of the Corporation at the Meeting; or (iii) any associate or affiliate of any such director or executive officer or nominee, who has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.
Use of Discretionary Power Conferred By the Proxies
Common Shares represented by proxies in favor of management nominees will be voted in accordance with the instructions of the Shareholder on any ballot that may be called for and, if a Shareholder specifies a choice with respect to any matter to be acted upon at the Meeting, the shares represented by proxy shall be voted accordingly. Where no choice is specified, the proxy will confer discretionary authority and will be voted FOR all matters proposed by management at the Meeting. The enclosed form of proxy also confers discretionary authority upon the persons named therein to vote with respect to any amendments or variations to the matters identified in the notice with respect to this Meeting and with respect to any other matters which may properly come before the Meeting in such manner as the nominee in his judgment may determine. At the date hereof, management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting.
Voting Securities and Principal Holders of Voting Securities
The authorized share capital of the Corporation consists of an unlimited number of Common Shares without par value. As at the date hereof, 4,527,128 Common Shares without par value are issued and outstanding. Each Common Share carries the right to one vote at any ballot taken at any meeting of the shareholders. Only shareholders of record of the Corporation at the close of business on the Record Date or their duly authorized agents are entitled to attend and vote at the Meeting.
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The following table sets forth information regarding the beneficial ownership of Common Shares on the date of this Circular, based on information obtained from the persons named below, by:
| ● | each person known by Psyence to be the beneficial owner of more than 5% of the outstanding Common Shares; |
|---|---|
| ● | each of Psyence’s executive officers and directors; and |
| --- | --- |
| ● | all of Psyence’s executive officers and directors as a group. |
| --- | --- |
Unless otherwise indicated, Psyence believes that all persons named in the tables below have sole voting and investment power with respect to all shares beneficially owned by them. Except as otherwise noted herein, the number and percentage of Common Shares beneficially owned is determined in accordance with Rule 13d-3 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any Common Shares as to which the holder has sole or shared voting power or investment power and also any Common Shares which the holder has the right to acquire within 60 days of the date of this Circular through the exercise of any option, warrant, convertible security or other right.
| Name of Beneficial Owner^(1)^ | Number of<br> Company<br> Common<br><br> Shares % | % of Company<br><br> Common<br><br> Shares | |||
|---|---|---|---|---|---|
| 5% Holders | |||||
| Psyence Group Inc | 678,722 | 14.99 | % | ||
| Directors and Executive Officers | — | — | |||
| Dr. Neil Maresky | — | — | |||
| Warwick Corden-Lloyd | — | — | |||
| Jody Aufrichtig | — | — | |||
| Marc Balkin | — | — | |||
| Christopher (Chris) Bull | — | — | |||
| Dr. Seth Feuerstein | — | — | |||
| All Directors and Executive Officers as a group (six individuals) | — | — |
Notes:
| (1) | Unless otherwise noted, the business address of each of those listed in the table above is 121 Richmond<br>Street West, Penthouse Suite 1300, Toronto, Ontario M5H 2K1. |
|---|
The Business Combination
On January 25, 2024 (the “ClosingDate”), the Corporation consummated the transactions contemplated by that certain Amended and Restated Business Combination Agreement, dated as of July 31, 2023 (as amended, the “Business Combination Agreement” and the transactions contemplated thereby, the “Business Combination”), by and among the Corporation, Newcourt Acquisition Corp. (“NCAC”), Newcourt SPAC Sponsor LLC (the “Sponsor”), Psyence Group Inc., a corporation organized under the laws of Ontario, Canada (“PGI”), Psyence (Cayman) Merger Sub, a Cayman Islands exempted company and a direct and wholly owned subsidiary of the Company (“Merger Sub”), Psyence Biomed Corp., a corporation organized under the laws of British Columbia, Canada (“Psyence Biomed Corp.”), and Psyence Biomed II Corp. (“Biomed II”). Pursuant to the Business Combination, at the effective time of the merger (the “Effective Time”) (i) PGI contributed Biomed II to the Corporation in a share for share exchange (the “Company Exchange”), (ii) following the Company Exchange, Merger Sub merged with and into NCAC (the “Merger”), with NCAC being the surviving company in the Merger, and each outstanding ordinary share of NCAC was converted into the right to receive one Common Share of the Corporation, and (iii) each outstanding warrant to purchase NCAC Class A Ordinary Shares was converted into a warrant to acquire one Common Share on substantially the same terms as were in effect immediately prior to the Closing Date under their terms.
Currency
All references to dollars or $ are in U.S. dollars unless otherwise noted.
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PARTICULARS OF MATTERS TO BE ACTED UPON
Share Consolidation
The Corporation seeks Shareholder approval at the Meeting for a special resolution to consolidate all of the issued and outstanding Common Shares (the “Consolidation”) on the basis of one post-Consolidation Common Share for approximately every fifty (50) pre-Consolidation Common Shares, or a ratio that is less at the discretion of the Board of Directors of the Corporation (the “Board”), with the Consolidation to be implemented by the Board at any time prior to the next annual meeting of the Shareholders (the “Consolidation Resolution”). On completion of the Consolidation, on an approximately 50:1 basis, the 4,527,128 Common Shares that are currently issued and outstanding would be consolidated into approximately 90,543 post-Consolidation Common Shares.
The Consolidation remains subject to all required regulatory approvals.
Reasons for the Consolidation
Management of the Corporation expects that the Consolidation will provide flexibility in the capital structure of the Corporation in order to facilitate raising capital in the future while keeping the Corporation’s capital structure manageable. Additionally, the Consolidation is being undertaken to comply with the minimum bid price requirement set forth by The Nasdaq Stock Market LLC (“Nasdaq”). Maintaining compliance with Nasdaq’s continued listing standards is critical to ensuring the Corporation retains access to the benefits of being listed on a major U.S. stock exchange, including increased visibility, liquidity, and access to capital markets. If the Consolidation is not approved and the Common Stock continues to trade below the Minimum Bid Price Requirement, we may be subject to delisting by Nasdaq.
Effect of Consolidation
If approved and implemented, the Consolidation will occur simultaneously for all of the Corporation’s issued and outstanding Common Shares.
No fractional Common Shares of the Corporation will be issued as a result of the Consolidation. Instead, any fractional Common Shares will be rounded down to the nearest whole share if the fraction is less than one-half of a share and rounded up to the nearest whole share if the fraction is at least one-half of a share. Fractional shares will be rounded at the level of the registered holder of Common Shares (e.g., CDS or its participants), and not at the level of individual beneficial shareholders.
The implementation of the Consolidation would not affect the total shareholders’ equity of the Corporation or any components of shareholders’ equity as reflected on the Corporation’s financial statements except to change the number of issued and outstanding Common Shares to reflect the Consolidation.
Effect on Convertible Securities
The exercise or conversion price and/or the number of Common Shares issuable under any outstanding convertible securities, including under outstanding options, warrants, rights, and any other similar securities will be proportionately adjusted upon the implementation of the Consolidation, in accordance with the terms of such securities, on the same basis as the consolidation of the Common Shares.
Certain Risks Associated with the Consolidation
There can be no assurance that the total market capitalization of the Corporation (the aggregate value of all Common Shares at the market price then in effect) immediately after the Consolidation will be equal to or greater than the total market capitalization immediately before the Consolidation. There can also be no assurance that the Consolidation will lead to compliance with Nasdaq’s Continued Listing Rules, including the Minimum Bid Price Requirement.
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Implementation
The Consolidation Resolution provides that the Board is authorized, in its sole discretion, to determine not to proceed with the proposed Consolidation without further approval of the Shareholders of the Corporation. The Board is authorized to revoke the Consolidation Resolution in its sole discretion without further approval of the Shareholders of the Corporation at any time prior to implementation of the Consolidation.
If the Consolidation Resolution does proceed, registered holders of Common Shares should complete the letter of transmittal accompanying this Circular providing instructions with respect to exchanging their certificates representing pre-Consolidation Common shares for post-Consolidation Common Shares. The Corporation will issue a news release after the Meeting to advise of the results of the Meeting and, if appropriate, the expected timing for the commencement of trading of the post-Consolidation Common Shares on Nasdaq.
Shareholder Approval
In accordance with the BusinessCorporations Act (Ontario), the resolution approving the Consolidation must be approved by a majority of not less than sixty-six and two-thirds percent (662∕3%) of the votes cast by the Shareholders represented at the Meeting in person or by proxy.
At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to approve and authorize the following resolutions in respect of the Consolidation:
“BE IT RESOLVED, AS A SPECIAL RESOLUTION, THAT the Board be authorized, subject to approval of the applicable regulatory authorities, to take such actions as are necessary to consolidate, at any time following the date of this resolution but -
| (a) | prior to the next annual meeting of shareholders of the Corporation, all of the issued and outstanding<br>Common Shares on the basis that approximately fifty (50) pre-consolidation Common Shares be consolidated into one (1) post-consolidation<br>Common Share, or a ratio that is less at the discretion of the Board; |
|---|---|
| (b) | despite the foregoing authorization, the Board may, at its absolute discretion, determine when such<br>consolidation will take place and may further, at its discretion, determine not to effect such consolidation of all of the issued and<br>outstanding Common Shares, in each case without requirement for further approval, ratification or confirmation by the Shareholders; |
| --- | --- |
| (c) | notwithstanding the foregoing, the Board is hereby authorized, without further approval of or notice<br>to the Shareholders, to revoke this special resolution at any time before it is acted upon; and |
| --- | --- |
| (d) | any one or more directors and officers of the Corporation be authorized to perform all such acts, deeds<br>and things and execute all such documents and other writings, as may be required to give effect to this special resolution.” |
| --- | --- |
The foregoing special resolution permits the Board, without further approval by the Shareholders, to proceed with the Consolidation Resolution at any time following the date of this Meeting but prior to the next annual meeting of the Shareholders. Alternatively, the Board may choose not to proceed with the Consolidation Resolution if the Board, in its discretion, deems that it is no longer desirable to do so.
For corporate law purposes, the share consolidation will become effective on the date the articles of amendment are filed with the relevant corporate registry. However, shareholders should be aware that trading of the post-consolidated shares under the new CUSIP will not commence until a later date, as determined by Nasdaq and relevant market participants. As a result, there may be a temporary period where shares continue to trade under the pre-consolidation CUSIP, even though the consolidation has legally taken effect. Shareholders are encouraged to check with their brokers for further details on the timing of the transition.
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Common Shares represented by proxies in favor of management nominees will be voted FOR the approval of the Consolidation Resolution as set out above, unless a Shareholder has specified in his, her or its proxy that his, her or its Common Shares are to be voted against the special resolution approving the Consolidation Resolution.
Effective Date
Subject to applicable regulatory requirements, the Consolidation Resolution will be effective on the date on which articles of amendment of the Corporation are filed with and certified by the Ministry.
If the Consolidation is approved, no further action on the part of the Shareholders will be required in order for the Board to implement the Consolidation.
Other Matters to Be Acted Upon
As of the date of this Circular, management knows of no matters to come before the Meeting other than the matters referred to in the Notice of Meeting. However, if any other matters properly come before the Meeting, the accompanying proxy will be voted on such matters in the best judgment of the person or persons voting the proxy.
APPROVAL OF DIRECTORS
The contents and sending of this Information Circular to the Shareholders of the Corporation have been approved by the Board.
DATED at Toronto, Ontario as of the 31^st^ day of March 2025.
| BY ORDER OF THE BOARD OF DIRECTORS |
|---|
| /s/ Dr. Neil Maresky |
| Neil Maresky |
| Chief Executive Officer & Director |
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Exhibit 99.2
Psyence Biomedical Ltd.
121 Richmond Steet WestPenthouse Suite 1300 Toronto, Ontario M5H 2K1
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that a special meeting (the “Meeting”) of the shareholders (“Shareholders”) of Psyence Biomedical Ltd. (“Psyence,” “ the “Company,” “we,” “us,” or “our”) to be held in person WeirFoulds LLP, 66 Wellington Street West, Suite 4100, Toronto, Ontario, Canada M5K 1B7, on Wednesday, April 16, 2025 at 9:00 a.m. (Eastern Time). for the following purposes:
| 1. | to consider and, if deemed appropriate, to pass, with or without variation, a special resolution approving<br>the proposed consolidation of the common shares of the Corporation; and |
|---|---|
| 2. | to transact such other business as may properly come before the Meeting. |
| --- | --- |
The specific details of the matters proposed to be put before the Meeting are set forth in the Circular, which accompanies this Notice of Meeting and forms part hereof.
A shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must have deposited his, her or its duly executed form of proxy not later than 11:59 P.M. (New York time) on Tuesday, April 15, 2025 or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned Meeting, at the offices of Continental Stock Transfer & Trust Co., 1 State Street, 30^th^ Floor, New York, NY 10004; (2) by calling, toll free at +1 (800) 509-5586 (3) by facsimile at +1 (212) 509-5152; (3) via email to [email protected].
The participation of its shareholders is very important to Psyence. Please ensure that the votes attached to your common shares will be exercised at the Meeting.
DATED at Toronto, Ontario as of the 31^st^ day of March 2025.
| BY ORDER OF THE BOARD OF DIRECTORS |
|---|
| /s/ Dr. Neil Maresky |
| Neil Maresky |
| Chief Executive Officer & Director |
Exhibit 99.3
YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Vote by Internet - QUICK +++ EASY IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail 2025 PSYENCE BIOMEDICAL LTD. Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card . Votes submitted electronically over the Internet must be received by 11 : 59 p . m . , Eastern Time, on April 15 , 2025 . INTERNET – www.cstproxyvote.com Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares. MAIL – Mark, sign and date your proxy card and return it in the postage - paid envelope provided. PROXY V FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED V Please mark your votes like this THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL PROPOSALS. Share Consolidation — Approve the proposed consolidation of the common shares of the corporation, as described in the Management Information Circular. FOR AGAINST Control Number Signature Signature, if held jointly Date , 2025 I/we authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy preciously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management. PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY. X
Important Notice Regarding the Internet Availability of Proxy Materials for the Special Meeting of Shareholders to be held on April 16, 2025 To view The Management Information Circular and related materials are also available at: https://www.cstproxy.com/psyence/2025 2025 NOTES TO PROXY 1. Each holder has the right to appoint a person who need not be a holder, to attend and represent him or her at the Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provide d on the reverse. 2. If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, e tc.) then all of the registered owners must sign this proxy in the space provided on the reverse. If you are voting on behalf of a corporation or another individual, you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated. 3. This proxy should be signed in the exact manner as the name appears on the proxy. 4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder. 5. The securities represented by this proxy will be voted as directed by the holder; however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management. 6. The securities represented by this proxy will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly. 7. This proxy confers discretionary authority in respect of amendments to matters identified in the Management Information Ci rcular or other matters that may properly come before the Meeting. 8. This proxy should be read in conjunction with the accompanying documentation provided by Management. 9. The Management Information Circular and related materials are also available at: http://www.cstproxy.com/PBM/2025 V FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED V
PROXY THIS FORM OF PROXY IS SOLICITED BY AND ON BEHALF OF MANAGEMENT PSYENCE BIOMEDICAL LTD. The undersigned appoints Neil Maresky or failing this person, Warwick Corden - Lloyd or, instead of either of them, , as proxy holder, with full power of substitution and to attend, act, and to vote for and on behalf of the holder all of the common shares of Psyence Biomedical Ltd., held of record by the undersigned at the close of business on March 17, 2025, in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Meeting of Psyence Biomedical Ltd. to be held at the offices of WeirFoulds LLP, 66 Wellington Street West, Suite 4100, Toronto, Ontario, Canada M5K 1B7, on Wednesday, April 16, 2025 at 9:00 a.m. (Eastern Time) or at any adjournment thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS INDICATED. IF NO CONTRARY INDICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF ALL PROPOSALS, AND IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS NAMED AS PROXY HEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. A return envelope has been enclosed for voting by mail. (Continued and to be marked, dated and signed, on the other side)