6-K
Psyence Biomedical Ltd. (PBM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2024
Commission File Number: 001-41937
Psyence Biomedical Ltd.
(Translation of registrant’s name into English)
121 Richmond Street WestPenthouse Suite 1300Toronto, Ontario M5H 2K1
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
x Form 20-F ¨ Form 40-F
EXHIBIT INDEX
| Exhibit | Description |
|---|---|
| 99.1 | Press Release |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: November 1, 2024
| Psyence Biomedical Ltd. | |
|---|---|
| By: | /s/ Dr. Neil Maresky |
| Name: | Dr. Neil Maresky |
| Title: | Chief Executive Officer and Director |
Exhibit 99.1
Psyence Biomedical Announces Closing of PreviouslyAnnounced Acquisition of Psyence Group’s Stake in PsyLabs
PsyLabs develops and produces certified pharmaceutical-gradenature-derived psychedelics for applications in mental health and well-being
Psyence Biomedical has issued common sharesto Psyence Group pursuant to a debt-for-equity swap agreement
NEW YORK, October 30, 2024 -- Psyence Biomedical Ltd. (Nasdaq: PBM) (“Psyence Biomed” or the “Company”) today announced the successful closing of its previously announced acquisition of Psyence Group's 11.13% stake in privately held PsyLabs.
PsyLabs is focused on the cultivation and production of psychedelic active pharmaceutical ingredients (APIs) and extracts for use in research, clinical trials and drug development. As previously announced, Psyence Biomed and PsyLabs have an existing strategic partnership whereby PsyLabs has granted Psyence Biomed a worldwide, exclusive, royalty-bearing IP licensing agreement 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.
"We are very pleased to have acquired a direct interest in PsyLabs through this acquisition and intend to capitalize on the benefits of being one of the world’s few vertically integrated developers of psychedelic-based regulatory-approved therapeutics,” said Dr. Neil Maresky, Chief Executive Officer of Psyence Biomed.
Tony Budden, Chief Executive Officer of PsyLabs, said, “We welcome Psyence Biomed as our newest shareholder as we continue to develop our proprietary process and drug candidate, suitable for human clinical trials, in support of Psyence Biomed's pipeline of therapeutics to treat additional high-value mental health conditions, including AUD and other SUDs.”
Debt-for-Equity Swap Agreement
Psyence Group and Psyence Biomed have entered into a debt-for-equity swap agreement (the "Debt Swap Agreement"), pursuant to which Psyence Biomed has agreed to issue 845,394 Psyence Biomed common shares at a deemed price of US$0.50 per common share to Psyence Group, in exchange for the discharging of the balance of the debt repayment obligation due under a promissory note, dated January 25, 2024, issued by Psyence Biomed to Psyence Group in connection with Psyence Biomed's listing of its common shares on the NASDAQ in January 2024 ("Debt Swap"). In the event that the average VWAP of Psyence Biomed common shares for the ten trading days prior to January 15, 2025 is lower than US$0.50, Psyence Biomed will be required to make a "make whole payment" in cash or common shares, as set forth in the Debt Swap Agreement. Psyence Biomed has agreed to register the resale of the common shares within 60 days of the issuing of such common shares.
The Debt Swap Agreement contains customary representations, warranties and covenants of the parties. Psyence Group’s board of directors has, subject to the appropriate recusal of interested directors who are also directors of Psyence Biomed, approved the Debt Swap Agreement and no materially contrary view or abstention was expressed or made by any director in relation to the Debt Swap. Psyence Group will not file a material change report in respect of the Debt Swap at least 21 days before anticipated closing of the Debt Swap, as Psyence Group wishes to close on an expedited basis for sound business reasons.
About PsyLabs:
PsyLabs is a psychedelic Active Pharmaceutical Ingredient (API) development company that is federally licensed to cultivate and export psilocybin mushrooms and other psychedelic compounds, including psilocin, mescaline, ibogaine and dimethyltryptamine (DMT) to the legal medical and research markets. PsyLabs has been able to successfully demonstrate, at laboratory scale, purification of natural psilocybin to levels not seen before in the industry using its proprietary extraction and purification technologies. It is in the process of scaling to full scale commercial production of Psilocybin and into a fully formulated product, with the accompanying regulatory approvals. This work is being done in collaboration with the largest U.K. owned contract manufacturing organization.
Learn more at www.psylabs.life
Contact Information
General Information: [email protected]
About Psyence Biomed:
Psyence Biomedical Ltd. (Nasdaq: PBM) is one of the world’s few vertically integrated biopharmas with a focus on psychedelic-based pharmaceutical therapeutics. The first life science biotechnology company developing nature-derived (non-synthetic) psilocybin-based psychedelic medicine to be listed on Nasdaq, Psyence is initially working to address the unmet needs of patients who suffer from mental health disorders in the context of Palliative Care. The name “Psyence” combines the words “psychedelics” and “science” to affirm Psyence Biomed’s commitment to an evidence-based approach to innovation as it works to develop safe and effective, FDA-approved, nature-derived psychedelic therapeutics to treat a broad range of mental health disorders.
Learn more at www.psyencebiomed.com and on LinkedIn.
Contact Information for Psyence Group
Email: [email protected]
Media Inquiries: [email protected]
General Information: [email protected]
Phone: +1 416-477-1708
Contact Information for Psyence Biomed
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-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 benefits of the Acquisition, the advancement of PsyLabs and Psyence Biomed's respective drug development and clinical trialstrategies and the progress of Psyence Biomed's existing Phase IIb clinical trial. These forward-looking statements are based on a numberof assumptions, including the assumption that Psyence Biomed will be able to capitalise on the benefits of the Acquisition and that PsyLabs'drug development programme will be successfully executed.
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 inability of Psyence Biomed to recognize the anticipated benefits of the Acquisition (ii)changes in applicable laws which may impact drug development, clinical trials and/or the conducting thereof; (iii) the inability of PsyLabsto develop a drug candidate suitable for human clinical trials; (iv) Psyence Biomed’s ability to obtain regulatory approval forthe proposed product candidate, and any related restrictions or limitations of any approved products; (vi) the ability of Psyence Biomedto maintain the listing of its common shares and warrants on Nasdaq; and (vii) volatility in the price of the securities of Psyence Biomeddue to a variety of factors, including changes in the competitive and highly regulated industries in which Psyence Biomed operates, variationsin performance across competitors, changes in laws and regulations affecting Psyence Biomed’s business and changes in Psyence Biomed’scapital structure. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the otherrisks and uncertainties described in the "Risk Factors" section of the final prospectus (File No. 333-282468) filed with theSecurities and Exchange Commission on October 10, 2024 and other documents filed by Psyence Biomed from time to time with the SEC. Thesefilings identify and address other important risks and uncertainties that could cause actual events and results to differ materially fromthose contained in the forward-looking statements. Actual results and future events could differ materially from those anticipated insuch information. Nothing in this communication should be regarded as a representation by any person that the forward-looking statementsset forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You shouldnot place undue reliance on forward-looking statements, which speak only as of the date they are made. Except as required by law, neitherPsyence Group nor Psyence Biomed intends to update these forward-looking statements.
Neither of the parties referenced in this news release make anymedical, treatment or health benefit claims about the proposed products. The U.S. Food and Drug Administration, Health Canada or othersimilar regulatory authorities have not evaluated claims regarding psilocybin, psilocybin analogues, or other psychedelic compounds ornutraceutical products. The efficacy of such products has not been confirmed by approved research. There is no assurance that the useof psilocybin, psilocybin analogues, or other psychedelic compounds or nutraceuticals can diagnose, treat, cure or prevent any diseaseor condition. Vigorous scientific research and clinical trials are needed. Neither of the parties referenced in this news release hasconducted clinical trials for the use of the proposed products. Any references to quality, consistency, efficacy, and safety of potentialproducts do not imply that any of the parties referenced in this news release verified such in clinical trials or that such parties willcomplete such trials. If the parties cannot obtain the approvals or research necessary to commercialize its business, it may have a materialadverse effect on such parties' performance and operations.