6-K

UNITED STATES

SECURITIES AND EXCHANGECOMMISSION

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

PsyenceBiomedical Ltd.

(Translation of registrant’s name into English)

121 Richmond Street WestPenthouse Suite 1300Toronto, Ontario M5H 2K1

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F 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):  ¨

On September 13, 2024, Psyence Biomedical Ltd., a corporation organized under the laws of Ontario, Canada (the “Company”), issued a press release announcing that, on September 12, 2024, the Company received a letter from the listing qualifications department staff of The Nasdaq Stock Market (“Nasdaq”). A copy of the press release is furnished hereto as Exhibit 99.1. The contents of such press release are incorporated by reference herein.

EXHIBIT INDEX

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 13, 2024

Exhibit 99.1

Psyence Biomedical Ltd. Announces Receipt ofStaff Delisting Determination from Nasdaq

NEW YORK, September 13, 2024 – Psyence Biomedical Ltd. (the “Company”) (Nasdaq: PBM) announced that on September 12, 2024, the Company received a staff determination letter (the “Determination Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it had not regained compliance with the Market Value of Listed Securities (“MVLS”) Requirement and the Market Value of Publicly Held Shares (“MVPHS”) requirement by September 9, 2024.

As previously reported in a Current Report on Form 6-K filed on March 15, 2024, the Company received two deficiency letters from the Nasdaq Staff on March 11, 2024, one notifying the Company that for the last 30 consecutive business days, the Company’s MVLS was below the minimum of $50 million required for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(A), and the other notifying the Company that for the last 30 consecutive business days, the Company’s MVPHS was below the minimum of $15 million required for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(C). The Company was provided an initial period of 180 calendar days, or until September 9, 2024, to regain compliance with the MVLS and MVPHS Requirements.

As described in the Determination Letter, unless the Company timely requests a hearing before a Hearings Panel (the “Panel”), the Company’s securities would be subject to suspension/delisting. Accordingly, the Company intends to timely request a hearing before the Panel. The hearing request will automatically stay any suspension or delisting action pending the hearing and the expiration of any additional extension period granted by the Panel following the hearing.

About Psyence Biomed

Psyence Biomedical Ltd. (Nasdaq: PBM) is the world’s first life science biotechnology company focused on the development of botanical (nature-derived and non-synthetic) psilocybin-based psychedelic medicine to be listed on Nasdaq. 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, nature-derived psychedelic therapeutics to treat a broad range of mental health disorders. Psyence is initially focused on mental health disorders in the context of Palliative Care.

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

[email protected]

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 suspension/delisting of the Company's securities and the Company's ability to regain compliance. Theseforward-looking statements are based on a number of assumptions, including the assumptions that the Company will secure a hearing beforea Hearing Panel.

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 ability of Psyence Biomed to maintain the listing of its common shares andwarrants on Nasdaq; and (ii) volatility in the price of the securities of Psyence Biomed due to a variety of factors, including changesin the competitive and highly regulated industries in which Psyence Biomed operates, variations in performance across competitors, changesin laws and regulations affecting Psyence Biomed’s business and changes in Psyence Biomed’s capital structure. The foregoinglist of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties describedin the "Risk Factors" section of the prospectus filed by the Company with the SEC on August 30, 2024 and other documents filedby the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could causeactual events and results to differ materially from those contained in the forward-looking statements. Actual results and future eventscould 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.