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 September 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 September 25, 2026, Texas Ibogaine Research Corporation (“TIRC”), a wholly-owned Texas subsidiary of Psyence Biomedical Ltd. (the “Company”), entered into a binding term sheet (the “Term Sheet”) with Psyence Labs Ltd. (“PsyLabs”). Under the Term Sheet, PsyLabs will grant TIRC an exclusive license in the United States to PsyLabs’ know-how, trade secrets, cultivation, extraction and processing methods, analytical methods, specifications, standard operating procedures, batch records and technical and regulatory information relating to its pharmaceutical-grade ibogaine hydrochloride, to the extent necessary or useful to develop, manufacture and commercialize ibogaine drug candidates in the United States. PsyLabs will be TIRC’s exclusive supplier of ibogaine, and TIRC will be appointed PsyLabs’ exclusive wholesaler and distributor of that product in the United States. PsyLabs retains all rights outside the United States. In consideration, TIRC will pay PsyLabs’ development and regulatory milestone payments totaling up to approximately US$1.3 million for the first drug candidate, an annual exclusivity fee commencing on the first anniversary of the first FDA approval and creditable against royalties, and a low single-digit percentage royalty on net sales of each drug candidate, together with a margin-sharing arrangement on any resale of product by TIRC.
TIRC’s exclusivity is conditional on TIRC purchasing all of its requirements of ibogaine for the United States exclusively from PsyLabs, subject to customary supply-failure step-in rights in favor of TIRC. TIRC’s exclusivity is also expected to be subject to minimum United States development and/or sales performance thresholds to be set out in the Definitive Agreement (as defined below).
The Term Sheet is binding on the parties and is intended to be superseded and replaced by a definitive agreement to be negotiated and concluded between the parties (the “Definitive Agreement”). If the Definitive Agreement is not signed by both parties on or before November 30, 2026, which date may be extended by written agreement of the parties, the Term Sheet will automatically lapse and cease to have any further force or effect, without prejudice to rights or obligations that have accrued or that expressly survive. Until the Definitive Agreement becomes effective, the Term Sheet governs the matters set out in it as a binding agreement between the parties.
PsyLabs is a significant shareholder of the Company, the Company holds an ownership interest in PsyLabs, and certain members of the Company’s management are affiliates of PsyLabs and have financial interests in PsyLabs. As a result, the Term Sheet constitutes a related-party transaction.
A copy of the Term Sheet, with certain portions redacted, is filed as Exhibit 10.1 to this Form 6-K and is incorporated herein by reference. The foregoing description of the Term Sheet does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Sheet, which is filed as Exhibit 10.1 hereto.
On September 28, 2026, the Company issued a press release titled “Psyence BioMed Announces Exclusive U.S. Ibogaine License for Texas Ibogaine Research Corporation” announcing the entry into the Term Sheet. A copy of this press release is furnished as Exhibit 99.1 to this Form 6-K and is incorporated herein by reference.
This Report on Form 6-K, including Exhibit 10.1 (but excluding Exhibit 99.1 hereto), is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-298570), as amended or supplemented, and shall be deemed to be a part thereof from the date on which this Report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished by the Company.
EXHIBIT INDEX
| † | Certain portions of this exhibit (indicated by “[***]”) have been omitted because they are both (i) not material and (ii) the type of information that the registrant treats as private or confidential. |
| * | Furnished, not filed. |
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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: September 28, 2026
| Psyence Biomedical Ltd. | ||
| By: | /s/ Warwick Corden-Lloyd | |
| Name: | Warwick Corden-Lloyd | |
| Title: | Chief Financial Officer | |
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Exhibit 10.1
Binding Term Sheet
Exclusive IP Licence, Supply and USA Wholesale Distribution Agreement between Texas Ibogaine Research Corporation (“TIRC”) (Licensee / Purchaser / Distributor) and Psyence Labs Ltd (“PsyLabs”) (Licensor / Supplier) with respect to PsyLabs’ cGMP ibogaine HCl (“Product”)
1. Transaction
PsyLabs will:
| 1. | grant TIRC an exclusive licence in the USA only to defined PsyLabs Background IP, know-how, trade secrets, specifications, methods and related non-patentable IP relating to the Product; |
| 2. | exclusively supply Product to TIRC; and |
| 3. | appoint TIRC as exclusive wholesaler/distributor in the USA for resale of Product to lawful third parties. |
TIRC may:
| ● | use the licensed IP and Product to develop, manufacture and commercialise one or more Drug Candidates in the USA only; and |
| ● | purchase Product from PsyLabs and resell Product in the USA as principal, in its own name and for its own account. |
2. Field / Territory / Exclusivity
2.1 General
| ● | Field: all indications and all uses. |
| ● | Licence Territory: United States only. |
| ● | USA Distribution Territory: United States only. |
| ● | The United States includes Puerto Rico and other US territories/possessions. |
| ● | Exclusivity: TIRC has exclusive rights to the licensed IP, exclusive supply rights, and exclusive USA wholesale/distribution rights for Product. |
| ● | PsyLabs shall not directly or indirectly sell or appoint another distributor for Product in the USA except through TIRC. |
| ● | PsyLabs expressly retains all rights outside the USA, including rights to license IP, supply Product and appoint distributors outside the USA. |
2.2 TIRC Exclusivity Undertakings
In consideration of the exclusive rights granted to it, TIRC shall, for so long as it holds exclusive rights under this agreement:
| ● | purchase all of its requirements of ibogaine HCl (and any other ibogaine active ingredient, whether natural or synthetic) for the Field in the USA exclusively from PsyLabs, except as permitted under clause 11 (Supply Failure / Step-In); and |
| ● | not, directly or indirectly (including through affiliates), research, develop or commercialise any product containing ibogaine or an ibogaine analogue sourced from a third party, nor enter into discussions for any such supply arrangement. |
Any breach of this clause 2.2 shall entitle PsyLabs, on written notice, to convert TIRC’s licence, supply and distribution rights to non-exclusive rights, without prejudice to its other remedies.
3. Licensed IP
Licensed IP includes all PsyLabs-controlled:
| ● | know-how; |
| ● | trade secrets; |
| ● | cultivation, extraction and partial processing methods; |
| ● | analytical methods; |
| ● | specifications; |
| ● | SOPs; |
| ● | batch records; and |
| ● | technical/regulatory information, |
to the extent necessary or reasonably useful for manufacture, use, development, resale, distribution or commercialisation of Product or Drug Candidate(s).
Excluded:
| ● | trademarks, brands and corporate names unless expressly licensed; |
| ● | rights not expressly granted. |
TIRC shall not use the licensed IP:
| ● | for any activities outside the USA; |
| ● | to support manufacture for non-USA markets; |
| ● | to support regulatory filings outside the USA; or |
| ● | to enable third parties to exploit the licensed IP outside the USA. |
4. Supply / Transfer Pricing
PsyLabs shall manufacture and supply Product to TIRC in accordance with agreed specifications, forecasts, quality standards and delivery schedules.
4.1 Two-channel pricing model
To prevent value leakage and reflect different use cases, separate transfer pricing shall apply:
(a) Internal-use Product
Product purchased by TIRC for its own Drug Candidate development, clinical supply, regulatory activities or commercial manufacture:
| ● | Price: sales price list in effect when PsyLabs accepts the related purchase order provided that: |
| ◌ | such price shall be a market-related arms-length price; and |
| ◌ | [***]. |
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(b) USA resale Product
Product purchased by TIRC for resale as Product to third parties in the USA:
| ● | Same as set out in subsection (a) above, plus |
| ● | [***] as follows: |
If TIRC’s [***] of Product exceeds [***]% of TIRC’s [***] for that unit, then the excess [***] above that threshold shall be shared:
| ● | [***]% to TIRC |
| ● | [***]% to PsyLabs |
For this purpose:
| ● | [***]. |
| ● | [***]. |
4.2 Annual review
| ● | Transfer pricing and thresholds to be reviewed annually in good faith against actual market conditions. |
| ● | No change effective unless agreed in writing. |
| ● | TIRC shall not export, re-export or knowingly permit diversion of Product outside the USA. |
| ● | TIRC shall not purchase Product under the internal-use pricing channel for resale. |
| ● | Product purchased for one channel may not be re-designated to another channel without agreed written notice and corresponding price adjustment. |
5. USA Wholesale Distribution
| ● | TIRC appointed exclusive wholesaler/distributor for Product in the USA. |
| ● | TIRC may market, import (if lawful), warehouse, offer for sale, resell and distribute Product in the USA. |
| ● | TIRC acts as principal, not agent. |
| ● | Product may be sold only to approved customer categories and for end uses permitted by applicable law and the agreement. |
| ● | No onward export, re-export, foreign trans-shipment or sale for non-USA use shall be permitted. |
6. Diligence
TIRC shall use commercially reasonable efforts to:
| ● | develop and commercialise one or more Drug Candidates; and |
| ● | actively develop the USA Product market. |
PsyLabs shall use commercially reasonable efforts to:
| ● | maintain continuity of supply; |
| ● | maintain required licences and permits; and |
| ● | provide technical and regulatory support reasonably required for lawful supply and resale. |
TIRC’s USA exclusivity should be subject to minimum USA development and/or sales performance thresholds.
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7. Economics
7.1 Milestones
Payable for the first Drug Candidate:
| ● | [***]: US$[***] |
| ● | [***]: US$[***] |
| ● | [***]: US$[***] |
| ● | [***]: US$[***] |
| ● | [***]: US$[***] |
Reduced milestones of [***]%–[***]% apply for additional Drug Candidates from the same platform, unless a full new programme is required.
7.2 Annual Exclusivity Fee
| ● | US$[***] per year, commencing on first anniversary of first FDA approval, adjusted annually by the percentage change in the US Consumer Price Index (CPI-U) over the preceding 12 months, provided that the fee shall not decrease. |
| ● | Creditable against Drug Candidate royalties payable to PsyLabs for that year. |
7.3 Drug Candidate Royalty
| ● | PsyLabs shall receive [***]% of Net Sales of each Drug Candidate. |
| ● | Royalty payable until the later of: |
| ◌ | 10 years from first commercial sale in the USA; or |
| ◌ | expiry of applicable US regulatory exclusivity. |
| ● | Standard reductions for generic entry and royalty stacking, but not below [***]%. |
8. IP Ownership
| ● | PsyLabs retains all Background IP. |
| ● | TIRC retains all Background IP. |
| ● | All Drug Candidate IP, formulations, methods of use, clinical data, regulatory filings, commercialisation data and downstream manufacturing improvements developed by or for TIRC are owned exclusively by TIRC. |
| ● | PsyLabs improvements to upstream cultivation/extraction/partial processing remain PsyLabs property, but are included in the licence to the extent necessary for TIRC’s continued exercise of rights in the USA. |
9. Regulatory / Quality / Compliance
| ● | TIRC controls regulatory strategy and filings for Drug Candidate(s). |
| ● | PsyLabs shall provide all Product-related technical, CMC and source information reasonably required. |
| ● | Both parties shall comply with all applicable US federal/state controlled-substance, import/export, storage, security, recordkeeping and quality requirements. |
| ● | Product may be resold only through lawful channels. |
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10. Reporting / Audit / Anti-Circumvention
| ● | TIRC shall provide quarterly reports of: |
| ◌ | resale volumes; |
| ◌ | customer categories; |
| ◌ | average and top-tier net resale prices; and |
| ◌ | anti-leakage margin-share calculations. |
| ● | PsyLabs shall have audit rights over: |
| ◌ | Cost calculations; |
| ◌ | landed acquisition cost; |
| ◌ | net resale price calculations; and |
| ◌ | compliance with territorial and lawful-use restrictions. |
| ● | Anti-circumvention provisions shall apply to: |
| ◌ | affiliate sales; |
| ◌ | bundled transactions; |
| ◌ | rebates or side letters; |
| ◌ | non-cash consideration; and |
| ◌ | indirect USA sales structures designed to avoid the pricing mechanism. |
11. Supply Failure / Step-In
If PsyLabs fails to supply Product in the quantities or to the quality standards required under this agreement, loses, has suspended or has had revoked any licence, registration or regulatory approval necessary to manufacture or supply Product, materially breaches its quality obligations, or suffers prolonged force majeure (each, a “Supply Failure Event”), TIRC may, immediately and without having to wait for the Cure Period referred to below:
| ● | qualify alternate suppliers; |
| ● | self-manufacture; and |
| ● | continue Drug Candidate development/commercialisation. |
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During any such alternate-supply period, PsyLabs’ Drug Candidate royalty reduces to [***]%.
PsyLabs shall have 6 months from the date a Supply Failure Event arises to rectify it (the “Cure Period”). If PsyLabs rectifies the Supply Failure Event within the Cure Period, TIRC shall, promptly following such rectification, resume sourcing Product exclusively from PsyLabs in accordance with clause 2.2(a) (without affecting any Drug Candidate batches, orders or commitments already sourced from an alternate supplier or self-manufactured during the Supply Failure Event).
If PsyLabs does not rectify the Supply Failure Event within the Cure Period, TIRC’s exclusive purchase undertaking under clause 2.2(a) shall cease to apply for so long as the Supply Failure Event continues, without prejudice to TIRC’s other rights and remedies (including under clause 12 (Term / Termination)).
No exercise of TIRC’s rights under this clause 11 shall constitute a breach of clause 2.2 (TIRC Exclusivity Undertakings) or clause 6 (Diligence), and TIRC shall not be liable to PsyLabs, nor suffer any loss of rights or exclusivity under this agreement, as a result of any delay to TIRC’s development or commercialisation timelines caused by a Supply Failure Event.
12. Term / Termination
| ● | Term continues until expiry of the royalty term unless earlier terminated. |
| ● | Either party may terminate for uncured material breach, insolvency, loss of key licences or material regulatory illegality. |
| ● | Customary sell-off, transition and survival provisions apply. |
13. Status of this Term Sheet
| ● | This term sheet is binding on the parties with effect from the date it is signed by both parties. |
| ● | This term sheet records only the salient commercial terms agreed between the parties and shall be superseded and replaced by a definitive agreement (or agreements) to be negotiated and concluded between the parties by way of bona fide negotiations (the “Definitive Agreement”). |
| ● | This term sheet is subject to a resolutive condition that, if the Definitive Agreement is not concluded and signed by both parties on or before November 30, 2026 (the “Longstop Date”), this term sheet shall automatically lapse and cease to have any further force or effect, without prejudice to any rights or obligations that have already accrued, or that expressly survive, as at the date of lapse. |
| ● | The Longstop Date may be extended by written agreement between the parties. |
| ● | Until the Definitive Agreement becomes effective, this term sheet shall govern, as a binding agreement between the parties, the matters set out in it. |
SIGNED at CAPE TOWN on September 25, 2026
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| For and on behalf of Texas Ibogaine Research Corporation | |
| Signature | |
| Name of Signatory Jody Aufrichtig | |
|
Designation of Signatory |
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| For and on behalf of Psyence Labs Ltd | |
| Signature | |
| Name of Signatory Tony Budden | |
|
Designation of Signatory |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Psyence BioMed Announces Exclusive U.S. Ibogaine Licence for Texas Ibogaine Research Corporation
Binding term sheet with PsyLabs provides Psyence BioMed’s Texas subsidiary with exclusive U.S. development, supply and distribution rights to PsyLabs’ pharmaceutical-grade ibogaine, subject to a definitive agreement
HIGHLIGHTS
| ● | Binding term sheet grants exclusive United States license, supply and distribution rights to PsyLabs’ pharmaceutical-grade ibogaine to Texas Ibogaine Research Corporation, Psyence BioMed’s wholly-owned Texas subsidiary |
| ● | License covers PsyLabs’ know-how, manufacturing methods, specifications and technical and regulatory information relating to its pharmaceutical-grade ibogaine hydrochloride |
| ● | Definitive agreement to be concluded by November 30, 2026; TIRC to lead U.S. regulatory strategy and development of ibogaine drug candidates |
NEW YORK, September 28, 2026 (GLOBE NEWSWIRE) — Psyence Biomedical Ltd. (Nasdaq: PBM) (“Psyence BioMed” or the “Company”) today announced that its wholly-owned Texas subsidiary, Texas Ibogaine Research Corporation (“TIRC”), has entered into a binding term sheet with Psyence Labs Ltd. (“PsyLabs”) under which PsyLabs will grant TIRC an exclusive license, supply and wholesale distribution arrangement for PsyLabs’ pharmaceutical-grade ibogaine in the United States. The term sheet is binding on the parties and is to be superseded by a definitive agreement, which the parties have agreed to conclude on or before November 30, 2026; if a definitive agreement is not signed by that date, the term sheet will lapse.
Under the term sheet, PsyLabs will grant TIRC an exclusive license in the United States to PsyLabs’ know-how, trade secrets, cultivation, extraction and processing methods, analytical methods, specifications, standard operating procedures, batch records and technical and regulatory information relating to its pharmaceutical-grade ibogaine hydrochloride, to the extent necessary or useful to develop, manufacture and commercialize ibogaine drug candidates in the United States. PsyLabs will be TIRC’s exclusive supplier of ibogaine, and TIRC will be appointed PsyLabs’ exclusive wholesaler and distributor of that product in the United States. PsyLabs retains all rights outside the United States. In consideration, TIRC will pay PsyLabs development and regulatory milestone payments totaling up to approximately US$1.3 million for the first drug candidate, an annual exclusivity fee commencing on the first anniversary of the first FDA approval and creditable against royalties, and a low single-digit percentage royalty on net sales of each drug candidate, together with a margin-sharing arrangement on any resale of product by TIRC. TIRC’s exclusivity is conditional on TIRC sourcing all of its ibogaine requirements for the United States from PsyLabs, subject to customary supply-failure step-in rights, and is expected to be subject to minimum development or sales performance thresholds to be set out in the definitive agreement. PsyLabs, which is a significant shareholder of Psyence BioMed and in which Psyence BioMed holds an ownership interest, is licensed in its operating jurisdiction to cultivate, extract and export ibogaine and operates from an ISO 22000 and GMP-compliant production and processing facility.
TIRC, which is wholly-owned and financed by Psyence BioMed, intends to pursue a U.S. ibogaine development program under the license, subject to conclusion of the definitive agreement and to the manufacturing, nonclinical and regulatory work required before any clinical investigation can be proposed.
“Exclusivity matters. This term sheet is intended to give TIRC a defined position in U.S. ibogaine development, backed by access to PsyLabs’ material, manufacturing know-how and technical documentation. For any federal agency, state programme or clinical partner, we believe that the question of who to work with on ibogaine in the USA has a clear answer.”
| — | Jody Aufrichtig, Chief Executive Officer, Psyence BioMed and Texas Ibogaine Research Corporation |
“This term sheet is intended to give TIRC access to PsyLabs’ material, know-how and technical and regulatory documentation, which we believe will allow our development programme to start at speed rather than from scratch. We believe that very few compounds anywhere come with this much of the groundwork already done; and most importantly we believe that it gets us closer to being able to offer treatment to patients in need.”
| — | Dr. John Thorne, Project Lead, Texas Ibogaine Research Corporation |
The Company intends to provide further updates as TIRC advances through manufacturing, regulatory and clinical milestones under the license, including conclusion of the definitive agreement.
ABOUT PSYENCE BIOMED
Psyence Biomedical Ltd. (Nasdaq: PBM) is a Nasdaq-listed company with its subsidiary, Texas Ibogaine Research Corporation, headquartered in Texas. It is one of the few multi-asset, vertically integrated biopharmaceutical companies specializing in neuroplastogen-based therapeutics and the manufacture of pharmaceutical-grade drug candidates. It is the first life sciences biotechnology company focused on developing nature-derived, non-synthetic psilocybin and ibogaine-based neuroplastogen medicine to be listed on Nasdaq. The Company is dedicated to addressing unmet mental health needs and is committed to an evidence-based approach to developing safe, effective and FDA-approved nature-derived neuroplastogen treatments across a range of mental health disorders.
ABOUT PSYLABS
PsyLabs is a neuroplastogen active pharmaceutical ingredient development company, federally licensed in its operating jurisdiction to cultivate, extract and export psilocybin mushrooms and other neuroplastogen compounds, including psilocybin, psilocin, mescaline, ibogaine and dimethyltryptamine, to lawful medical and research markets. PsyLabs operates from an ISO 22000 and GMP-compliant facility, with a focus on natural compound purification, regulatory support and global distribution. www.psylabs.life
CONTACTS
Psyence Biomedical Ltd. · [email protected] · [email protected] · [email protected] · +1 416-477-1708
Investor contact: Michael Kydd, Investor Relations Advisor — [email protected]
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FORWARD-LOOKING STATEMENTS
This communication contains “forward-looking statements” within the meaning of applicable securities laws, including the U.S. Private Securities Litigation Reform Act of 1995. These include statements regarding the negotiation and conclusion of a definitive agreement with PsyLabs; the scope, duration, exclusivity and expected benefits of the license, supply and distribution arrangements; the milestone, exclusivity fee and royalty payments that may become payable; TIRC’s intended role in United States ibogaine development, supply and distribution; the manufacturing, nonclinical, regulatory and clinical activities TIRC intends to pursue; and the Company’s expected participation in federal and state programs. Forward-looking statements may be identified by words such as “will,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates” and similar expressions.
These statements are based on assumptions regarding government policy, continued interest in regulated neuroplastogen research, the availability of lawful development pathways, and the Company’s ability to maintain licenses, permits, supply arrangements and third-party relationships. These assumptions may prove incorrect. Risks and uncertainties that could cause actual results to differ materially include the possibility that the definitive agreement is not concluded by November 30, 2026, or at all, or is concluded on terms that differ from the term sheet; that the license is terminated, narrowed, converted to a non-exclusive license or disputed; that TIRC’s exclusivity becomes subject to minimum performance thresholds that TIRC does not meet; that licensed rights prove insufficient for the intended program; dependence on PsyLabs as exclusive licensor and supplier, and TIRC’s obligation to source ibogaine exclusively from PsyLabs; that the arrangements are between related parties and the terms agreed may differ from those that would be agreed between unrelated parties; changes in law, regulation or enforcement priorities in the United States, Southern Africa or elsewhere; the continuing status of ibogaine as a controlled substance; clinical, regulatory and approval risks; competition, including from parties developing ibogaine outside the licensed estate; financing risks; and the Company’s ability to maintain compliance with Nasdaq continued listing standards. This list is not exhaustive. These risks should be considered together with the risk factors described in the “Risk Factors” section of the Company’s Annual Report on Form 20-F for the fiscal year ended March 31, 2026 and in the Company’s other filings with the U.S. Securities and Exchange Commission. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. Readers should not place undue reliance on forward-looking statements, which speak only as of the date made. Except as required by law, the Company undertakes no obligation to update such statements.
The Company makes no medical, treatment or health benefit claims regarding its proposed products. The U.S. Food and Drug Administration, Health Canada and other regulatory authorities have not approved ibogaine or the Company’s other neuroplastogen compounds for therapeutic use, and their safety and efficacy have not been established through authorized clinical research. Rigorous scientific research and clinical trials are required. Any references to ibogaine stock, inventory or doses are the Company’s best estimates only. References to GMP-compliant mean production in a facility designed, operated and controlled in accordance with applicable Good Manufacturing Practice standards, and do not themselves constitute a representation of formal certification or approval by any regulatory authority unless expressly stated. References to a planned clinical trial describe an activity under evaluation only; no trial has been commenced, and no regulatory application in respect of it has been filed or accepted.
This communication is not an offer to sell or a solicitation of an offer to buy any securities.
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