Psyence Biomedical Ltd 6-K, filed Nov 20, 2025
Psyence Biomedical Ltd. (PBM)
About this 6-K
Psyence Biomedical Ltd filed this 6-K on November 20, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of November 2025
Commission File Number:
(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
Psyence Biomedical Ltd. (the “Company”) is filing this Form 6-K to file its unaudited interim consolidated financial statements for the three and six months ended September 30, 2025 and 2024 (the “Interim Financial Statements”), along with its corresponding Management’s Discussion and Analysis.
1
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Unaudited Condensed Consolidated Financial Statements for the Three and Six Months Ended September 30, 2025 and 2024. | |
| 99.2 | Management Discussion and Analysis for the Unaudited Condensed Consolidated Financial Statements for the Three and Six Months Ended September 30, 2025 and 2024. | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
2
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 20, 2025
| Psyence Biomedical Ltd. | ||
| By: | /s/ Jody Aufrichtig | |
| Name: | Jody Aufrichtig | |
| Title: | Chief Executive Officer and Director | |
3
Exhibit 99.1
Psyence Biomedical Ltd.
Unaudited Condensed Consolidated Interim Financial Statements
For the three and six months ended September 30, 2025 and 2024
Expressed in United States Dollars
(USD $)
PSYENCE BIOMEDICAL LTD.
Condensed Consolidated Interim Financial Statements (unaudited)
Condensed Consolidated Interim Statements of Financial Position
As at September 30, 2025 and March 31, 2025
USD $ | Note | As
at | As
at | |||||||||
| ASSETS | ||||||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents | 5 | |||||||||||
| Restricted cash | 5 | |||||||||||
| Other receivables | ||||||||||||
| Prepaids | ||||||||||||
| Total current assets | ||||||||||||
| Non-current assets | ||||||||||||
| Equipment | 6 | |||||||||||
| Investment in Psyence Labs Ltd | 13 | |||||||||||
| TOTAL ASSETS | ||||||||||||
| LIABILITIES | ||||||||||||
| Current liabilities | ||||||||||||
| Accounts payable and accrued liabilities | 7 | |||||||||||
| Derivative warrant liabilities | 9 | |||||||||||
| TOTAL LIABILITIES | ||||||||||||
| SHAREHOLDERS EQUITY | ||||||||||||
| Share Capital | 12 | |||||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||||||
| Warrant Reserve | ||||||||||||
| Options Reserve | 12 | |||||||||||
| Reserves | ||||||||||||
| TOTAL SHAREHOLDERS EQUITY | ||||||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS EQUITY | ||||||||||||
Approved on behalf of Board of Directors
| ||||||||||||
|
“Jody Aufrichtig” Chief Executive Officer and Director |
“Warwick Corden-Lloyd” Chief Financial Officer and Director |
The accompanying notes are an integral part of the Condensed Consolidated Interim Financial Statements
 | ||
| 2 |
PSYENCE BIOMEDICAL LTD.
Condensed Consolidated Interim Financial Statements (unaudited)
Condensed Consolidated Interim Statements of Net Income/(Loss) and Comprehensive Income/(Loss)
For three and six months ended September 30, 2025 and 2024
| USD $ | Note | Three
months ending September 30, 2025 | Three
months ending September 30, 2024 | Six
months ending September 30, 2025 | Six
months ending September 30, 2024 | |||||||||||||||
| Expenses | ||||||||||||||||||||
| Sales and marketing | ||||||||||||||||||||
| Research and development | ||||||||||||||||||||
| General and administrative | ||||||||||||||||||||
| Professional and consulting fees | ||||||||||||||||||||
| Loss before other items | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Other items | ||||||||||||||||||||
| Depreciation | 6 | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Interest income | ||||||||||||||||||||
| Other income | ||||||||||||||||||||
| Foreign exchange gain/(loss) | ( | ) | ||||||||||||||||||
| Fair value gain on convertible note | 8 | |||||||||||||||||||
| Fair value (loss)/gain on warrant liability | 9 | ( | ) | ( | ) | |||||||||||||||
| Fair value loss on promissory notes | 10 | ( | ) | ( | ) | |||||||||||||||
| Fair value loss on warrant exchange | 9 | ( | ) | ( | ) | |||||||||||||||
| Fair value gain on investment in Psyence Labs Ltd | 13 | |||||||||||||||||||
| NET INCOME/(LOSS) | ( | ) | ( | ) | ||||||||||||||||
| Other comprehensive income/(loss) | ||||||||||||||||||||
| Foreign exchange (loss)/gain on translation | ( | ) | ( | ) | ( | ) | ||||||||||||||
| TOTAL COMPREHENSIVE INCOME/(LOSS) | ( | ) | ( | ) | ||||||||||||||||
| Profit/(Loss) per share | – basic | ( | ) | ( | ) | |||||||||||||||
| – diluted | ( | ) | ( | ) | ||||||||||||||||
| Weighted average number of | – basic | |||||||||||||||||||
| outstanding shares | – diluted | |||||||||||||||||||
The accompanying notes are an integral part of the Condensed Consolidated Interim Financial Statements
| | ||
| 3 |
PSYENCE BIOMEDICAL LTD.
Condensed Consolidated Interim Financial Statements (unaudited)
Condensed Consolidated Interim Statements of Changes in Shareholder Equity
For the six months ended September 30, 2025 and 2024
| USD $ | Note | Number of shares | Share capital | Warrant reserve | Options Reserve | Reserves | Deficit | Total shareholders’ equity (deficit) | ||||||||||||||||||||||
| Opening balance as at April 1, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Issuance of shares to third party advisors | 12 | |||||||||||||||||||||||||||||
| Issuance of shares for convertible note | 12 | |||||||||||||||||||||||||||||
| Issuance of shares for ELOC, net of issuance costs | 11 | |||||||||||||||||||||||||||||
| Issuance of shares for warrant exchange | 9/12 | |||||||||||||||||||||||||||||
| Issuance of shares for promissory notes | 10 | |||||||||||||||||||||||||||||
| Issuance of warrants | 8 | - | ||||||||||||||||||||||||||||
| Net profit for the period | - | |||||||||||||||||||||||||||||
| Other comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance, September 30, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Opening balance as at April 1, 2025 | ( | ) | ||||||||||||||||||||||||||||
| Issuance of shares to third party advisors | 12 | |||||||||||||||||||||||||||||
| Issuance of shares for ELOC, net of issuance costs | 11/12 | |||||||||||||||||||||||||||||
| Share based compensation | 16 | - | ||||||||||||||||||||||||||||
| Exercise of RSU’s | 12 | ( | ) | |||||||||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||||||||
| Other comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance, September 30, 2025 | ( | ) | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of the Condensed Consolidated Interim Financial Statements
| | ||
| 4 |
PSYENCE BIOMEDICAL LTD.
Condensed Consolidated Interim Financial Statements (unaudited)
Condensed Consolidated Interim Statements of Cash Flows
For the six months ended September 30, 2024 and September 30, 2023
| Note | Six months ending September 30, 2025 | Six months ending September 30, 2024 | ||||||||||
| Net (loss)/ income | ( | ) | ||||||||||
| Non-cash adjustment: | ||||||||||||
| Fair value gain on convertible note | 8 | ( | ) | |||||||||
| Fair value loss/(gain) on derivative warrant | 9 | ( | ) | |||||||||
| Fair value loss on promissory notes | 10 | |||||||||||
| Fair value loss on warrant exchange | 12 | |||||||||||
| Fair value gain on investment in Psyence Labs Ltd | 13 | ( | ) | |||||||||
| Third party advisors share issuance | 12 | |||||||||||
| Share based compensation | 16 | |||||||||||
| Depreciation | 6 | |||||||||||
| Foreign exchange | ( | ) | ( | ) | ||||||||
| Changes in working capital: | ||||||||||||
| Other receivables | ( | ) | ( | ) | ||||||||
| Prepaids | ( | ) | ||||||||||
| Accounts payable and accrued liabilities | 7 | |||||||||||
| Cash used in operating activities | ( | ) | ( | ) | ||||||||
| Additions to equipment | 6 | ( | ) | ( | ) | |||||||
| Investment in Psyence Labs Ltd | 13 | ( | ) | |||||||||
| Increase in restricted cash | 5 | ( | ) | |||||||||
| Cash used for investing activities | ( | ) | ( | ) | ||||||||
| Proceeds received from convertible note | 8 | |||||||||||
| Net proceeds received from ELOC | 11 | |||||||||||
| Cash provided from financing activities | ||||||||||||
| Change in cash and cash equivalents | ||||||||||||
| Cash and cash equivalents, beginning of period | ||||||||||||
| Cash and cash equivalents, end of period | ||||||||||||
The accompanying notes are an integral part of the Condensed Consolidated Interim Financial Statements
| | ||
| 5 |
PSYENCE BIOMEDICAL LTD.
Condensed Consolidated Interim Financial Statements (unaudited)
Notes to the Condensed Consolidated Interim Financial Statements
1. Nature of operations and going concern
Psyence Biomedical Ltd. (the “Company” or “PBM”), is a life science biotechnology company traded on the Nasdaq exchange (NASDAQ: PBM) that is focused on the development of botanical (nature derived, or non-synthetic) psilocybin-based psychedelic medicines. The Company is working towards developing psychedelic therapeutics to treat mental health disorders. The Company is currently conducting research through clinical trials to evaluate the safety and effectiveness of natural psilocybin in treating adjustment disorder in patients with a cancer diagnosis in a palliative care context (the “Clinical Trials”).
The Company’s registered office is at 121 Richmond Street West, PH Suite 1300, Toronto, Ontario M5H 2K1.
On November 26, 2024, the Company consolidated its common shares and warrants on the basis of 75:1.
On May 5, 2025, the Company consolidated its common shares and warrants on the basis of 7.97:1. All prior share capital information has been presented based on these ratios.
2. Basis of presentation
Statement of compliance
These Condensed Consolidated Interim Financial Statements have been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”). Accordingly, certain disclosures included in annual consolidated financial statements prepared in accordance with IFRS® Accounting Standards as issued by the International Accounting Standard Board (“IFRS”) have been condensed or omitted and these Unaudited Condensed Consolidated Interim Financial Statements should be read in conjunction with the Company’s audited Consolidated Financial Statements for the year ended March 31, 2025 and March 31, 2024. These Unaudited Condensed Consolidated Interim Financial Statements follow the same accounting policies, estimates, and methods of application as our most recent annual consolidated financial statements.
The Condensed Consolidated Interim Financial Statements were authorized for issue on November 20, 2025 by the directors of the Company.
Basis of consolidation
These Condensed Consolidated Interim Financial Statement incorporate the accounts of PBM and its subsidiaries performing Clinical Trials. A subsidiary is an entity controlled by PBM and its results are consolidated into the financial results of the Company from the effective date of control up to the effective date of loss of control.
Control exists when an investor is exposed, or has the rights, to variable returns from the involvement with the investee and has liability to affect those returns through its power over the investee.
The subsidiaries of PBM as at September 30, 2025 and March 31, 2025 for the purpose of these Condensed Consolidated Interim Financial Statements are as follows:
Name of entity | Place of incorporation | % ownership | Accounting method | |||||
| Psyence Australia Pty Ltd. | % | |||||||
| Pysence Biomed II Corp. | % | |||||||
| Newcourt Acquisition Corp. | % | |||||||
Inter-company balances and transactions are eliminated upon consolidation.
Functional and presentation currency
These Condensed Consolidated Interim Financial Statements are presented in United States Dollars (“USD $”), which is also PBM’s functional currency. The USD $ represents the currency of the Company’s funding and is the currency of the primary economic environment in which the Company operates in, except for the Company’s Australian subsidiary which has an Australian Dollar functional currency.
| | ||
| 6 |
PSYENCE BIOMEDICAL LTD.
Condensed Consolidated Interim Financial Statements (unaudited)
3. Material accounting policies
These Condensed Consolidated Interim Financial Statements follow the same accounting policies, estimates, and methods of application as our most recent Annual audited Consolidated Financial Statements.
Accounting Standards Issued But Not Yet Effective
A number of new standards, and amendments to standards and interpretations, are not yet effective for the period ended September 30, 2025, and have not been early adopted in preparing these consolidated financial statements.
IFRS 18 Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18 – Presentation and Disclosure in Financial Statements which will replace IAS 1, Presentation of Financial Statements. The key new concepts introduced in IFRS 18 relate to the structure of the statement of earnings (loss), required disclosures in the financial statements for certain earnings or loss performance measures that are reported outside an entity’s financial statements and enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general. IFRS 18 will apply for reporting periods beginning on or after January 1, 2027, and also applies to comparative information. The Company is still in the process of assessing the impact of this standard on its consolidated financial statements.
Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates and are not expected to have a significant impact on the Company’s consolidated financial statements.
4. Critical accounting estimates and judgements
These Condensed Consolidated Interim Financial Statements follow the same accounting policies, estimates, and methods of application as our most recent Annual audited Consolidated Financial Statements .
5. Cash, restricted cash and cash equivalents
Cash and cash equivalents include the following amounts:
| September 30, 2025 | March 31, 2025 | |||||||
| Unrestricted cash held with chartered banks | ||||||||
| Restricted cash | ||||||||
| Total | ||||||||
| ● | unrestricted cash held with chartered banks and |
| ● | the Company entered into a cash collateral agreement with a major chartered bank in Canada with regards
to a credit card facility against which the Company deposited Canadian Dollars $ |
| | ||
| 7 |
PSYENCE BIOMEDICAL LTD.
Condensed Consolidated Interim Financial Statements (unaudited)
6. Equipment
| Computer equipment | ||||
| Cost | ||||
| Opening balance, April 1, 2024 | ||||
| Additions | ||||
| At September 30, 2024 | ||||
| At March 31, 2025 | ||||
| Additions | ||||
| At September 30, 2025 | ||||
| Accumulated Depreciation | ||||
| Opening balance, April 1, 2024 | ( | ) | ||
| Charge for the period | ( | ) | ||
| At September 30, 2024 | ( | ) | ||
| At March 31, 2025 | ( | ) | ||
| Charge for the period | ( | ) | ||
| At September 30, 2025 | ( | ) | ||
| Carrying Value | ||||
| At March 31, 2025 | ||||
| At September 30, 2025 | ||||
7. Accounts payable and accrued liabilities
Accounts payable and accrued liabilities include the following amounts:
| September 30, 2025 | March 31, 2025 | |||||||
| Trade payables | ||||||||
| Accrued liabilities | ||||||||
| Provisions | ||||||||
| Total | ||||||||
8. Convertible note liability
On January 15, 2024, the Company and Psyence Biomed
II entered into the Securities Purchase Agreement with the Investors and the NCAC Sponsor, relating to up to four senior secured convertible
notes obligations under which are guaranteed by certain assets of the Company and Psyence Biomed II, issuable to the Investors at or after
the Closing, as the case may be, for the aggregate principal amount of up to $
The First Tranche Notes, for an aggregate of
$
| | ||
| 8 |
PSYENCE BIOMEDICAL LTD.
Condensed Consolidated Interim Financial Statements (unaudited)
The Second Tranche Notes, for an aggregate of
$
The Company designated the entire instrument as FVTPL.
On August 20, 2024, the Company and the Investor entered into an addendum to the Securities Purchase Agreement (the “Addendum”). Under the provisions of the Addendum, the First and Second Trance Notes would be extinguished by the Company issuing common shares within the conversion limits detailed in the Securities Purchase Agreement.
As a consideration to the Investor entering into
the Addendum, the Company issued to the Investor
Warrant | ||||
| Share price | $ | |||
| Expected dividend yield | ||||
| Exercise price | ||||
| Risk-free interest rate | % | |||
| Expected life | ||||
| Expected volatility | % | |||
| Expiry date | ||||
The fair value of shares and warrants issued pursuant to the Addendum as detailed above, was recorded in the condensed consolidated interim statements of income/(loss) and comprehensive income/(loss) as part of the fair value gain on convertible note.
The First Tranche Note was fully converted into common shares as of September 30, 2024.
Second Tranche Note: $
The total additions to equity on conversion were
$
The Company measured the fair value of the convertible
loan liability before each conversion using Monte Carlo valuation model with the following main assumptions: expected dividend yield
The fair value of the convertible notes was estimated using a combined discounted cash flow approach and Monte Carlo simulation with the following assumptions as of September 30, 2024.
| Inputs | ||||
| Share price | ||||
| Conversion price | ||||
| Prepayment Amount | % | |||
| Discount rate shares | % | |||
| Discount rate cash | % | |||
| Volatility annual | % | |||
| Volatility daily | % | |||
| Risk free annual | % | |||
| | ||
| 9 |
PSYENCE BIOMEDICAL LTD.
Condensed Consolidated Interim Financial Statements (unaudited)
The fair value was calculated to be $ as of
September 30, 2025 ($
9. Derivative warrant liabilities
The Company has two classes of warrant liabilities
outstanding: Public Warrants and Private Warrants. As of September 30, 2025 and March 31, 2025, there were
During the period ended September 30, 2024, the
Company entered into the Warrant Exchange Agreement. Pursuant to the Warrant Exchange Agreement, the Company issued to the Holder
Public Warrants: The fair value of the Public Warrants is determined based on the observable market price, as they continue to be traded on the Nasdaq under the symbol “PBMWW.” Changes in fair value during the periods ended September 30, 2025 and September 30, 2024, have been recognized in the condensed consolidated interim statements of income/(loss) and comprehensive income/(loss).
Private Warrants:
Warrant Inputs at September 30, | Warrant Inputs at March 30, | |||||||
| Share price | $ | $ | ||||||
| Expected dividend yield | ||||||||
| Exercise price | $ | $ | ||||||
| Risk-free interest rate | % | % | ||||||
| Expected life | ||||||||
| Expected volatility | % | % | ||||||
| Expiry date | ||||||||
At September 30, 2025 the fair value of the Public
and Private Warrants was $
The expected volatility was based on implied volatility of the Public Warrants.
As at September 30, 2025, the derivative warrant liability was reconciled as follows:
Derivative warrant liability – Public and Private Warrants | ||||||||
| Number | Amount ($) | |||||||
| Opening balance April 1, 2024 | ||||||||
| Warrant exchange | ( | ) | ( | ) | ||||
| Fair value gain | ( | ) | ||||||
| Balance as at September 30, 2024 | ||||||||
| Opening balance April 1, 2025 | ||||||||
| Fair value loss | ||||||||
| Balance as at September 30, 2025 | ||||||||
| | ||
| 10 |
PSYENCE BIOMEDICAL LTD.
Condensed Consolidated Interim Financial Statements (unaudited)
Warrant transactions and the number of warrants outstanding are summarized as follows:
| Public Warrants | Private Warrants | |||||||||||||||
| Number of Warrants | Weighted Average Exercise Price | Number of Warrants | Weighted Average Exercise Price | |||||||||||||
| Balance, April 1, 2024 | $ | $ | ||||||||||||||
| Warrant exchange | ( | ) | $ | $ | ||||||||||||
| Balance, September 30, 2024 and March 31, 2025 | $ | $ | ||||||||||||||
| Balance, September 30, 2025 | $ | $ | ||||||||||||||
The following warrants were outstanding and exercisable at September 30, 2025:
Issue Date | Expiry Date | Exercise Price | Number of Warrants Outstanding | Number of Warrants Exercisable | ||||||||||
| January 25, 2024 | $ | |||||||||||||
10. Promissory Notes
As at April 1, 2024, the Company had the following unsecured convertible promissory notes which bore no interest:
| - | An unsecured convertible promissory note to Psyence Group Inc. (the “PGI Note”), in
the principal amount of $ |
| - | An unsecured convertible promissory note to the NCAC Sponsor (the “NCAC Note”), in
the principal amount of $ |
Both notes were designated at FVTPL due to the embedded conversion features, as the conversion prices were not fixed.
As at April 1, 2024, the fair value of the PGI
Note was $
NCAC Note: On September 30, 2024, the Company
entered into Debt for Equity Exchange Agreement with NCAC Sponsor pursuant to which the Company issued
In accordance with the Debt for Equity Exchange
Agreements, as amended, the Company had to issue additional shares to NCAC Sponsor if the Company’s volume weighted average share
price for the 10 days prior to November 26, 2024 was lower than $
In December 2024, the Company issued
PGI Note: On September 30, 2024, the Company entered
into Debt for Equity Exchange Agreement with PGI pursuant to which the Company issued
On October 25, 2024, the Company entered into
Debt for Equity Exchange Agreement with PGI pursuant to which the Company issued
| | ||
| 11 |
PSYENCE BIOMEDICAL LTD.
Condensed Consolidated Interim Financial Statements (unaudited)
In accordance with the Debt for Equity Exchange
Agreements entered into on September 30, 2024 and October 25, 2024, as amended, the Company would need to issue additional shares to PGI
if the Company’s volume weighted average share price for the 10 days prior to November 26, 2024 is lower than $
In December 2024, the Company issued
Fair Value Adjustments: During the three and six
months ended September 30, 2024, a total fair value gain of $
The fair value of the notes was calculated using a credit adjusted market borrowing rate.
11. ELOC
On August 28, 2024, the Company entered into a
$
As part of the consideration for entering into
the ELOC, the Company issued
During the six months ended September 30, 2025
the Company issued
12. Share capital
a) Authorized
The Company is authorized to issue an unlimited number of Common Shares, each without par value.
b) Issued and outstanding
On November 26, 2024, the Company consolidated
its common shares on the basis of
On May 5, 2025, the Company consolidated its common
shares and warrants on the basis of
All common shares, warrants and value per share amounts have been updated to reflect the share consolidations.
As at September 30, 2025, there were
| 2025 | 2024 | |||||||||||||||||||
| Common shares | Note | Number | Amount ($) | Number | Amount ($) | |||||||||||||||
| Opening balance April 1 | ||||||||||||||||||||
| Shares issued on conversion of convertible note | ||||||||||||||||||||
| Shares issued for ELOC | 11 | |||||||||||||||||||
| Warrant exchange | ||||||||||||||||||||
| Shares issued to third party advisors | ||||||||||||||||||||
| Shares issued on conversion of promissory notes | ||||||||||||||||||||
| Shares issued on RSU exercise | ||||||||||||||||||||
| Share issuance costs | ( | ) | ( | ) | ||||||||||||||||
| Balance as at September 30 | ||||||||||||||||||||
| | ||
| 12 |
PSYENCE BIOMEDICAL LTD.
Condensed Consolidated Interim Financial Statements (unaudited)
Common shares
Issuance of shares to third party advisors
In May 2025 and in May and August 2024, the Company
issued
c) Profit/loss per share
The calculation of basic and diluted income/(loss) per share is based on the income/(loss) for the period divided by the weighted average number of shares in circulation during the period. In calculating the diluted loss per share, potentially dilutive shares such as warrants have been included.
d) Warrant Reserve
As at September 30, 2025, there were
The following warrants were outstanding and exercisable at September 30, 2025:
| Issue Date | Expiry Date | Exercise Price | Number of Warrants Outstanding | Number of Warrants Exercisable | ||||||||||
| August 20, 2024 | $ | |||||||||||||
| December 24, 2024 | $ | |||||||||||||
| December 24, 2024 | $ | |||||||||||||
| December 24, 2024 | $ | |||||||||||||
e)
| RSUs | 2025 | 2024 | ||||||
| Number | ||||||||
| Opening balance April 1 | ||||||||
| RSU’s granted | ||||||||
| Exercised | ( | ) | ||||||
| Balance as at September 30, | ||||||||
On April 17, 2025, the Company issued
| ● |
| ● |
| ● |
| | ||
| 13 |
PSYENCE BIOMEDICAL LTD.
Condensed Consolidated Interim Financial Statements (unaudited)
13. Psyence Labs Ltd. Investment
During the year ended March 31, 2025, the Company
acquired
On April 15, 2025 the Company acquired an additional
On August 15, 2025 the Company acquired an additional
As at September 30, 2024, the Company held
Fair Value Assessment
As at September 30, 2025, the Company determined
the fair value of its investment in PsyLabs to be $
As a result, the Company recognized an unrealized
fair value gain of $
14. Capital management
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern to pursue the development of natural health business, to maintain a flexible capital structure which optimizes the cost of capital at an acceptable risk level.
The Company manages its capital structure and adjusts it considering changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Company may obtain additional funding from equity financing, issue new debt, acquire or dispose of assets or adjust the amount of cash and cash equivalents on hand.
To facilitate the management of its capital requirements, the Company prepares annual budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. The annual and updated budgets are approved by the Board of Directors.
Management considers its approach to capital management to be appropriate given the relative size of the Company. There were no changes in the Company’s approach to capital management during the period.
15. Transactions with related parties
All related party transactions are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. All amounts either due from or due to related parties other than specifically disclosed are non-interest bearing, unsecured and have no fixed terms of repayments. The Company incurred the following transactions with related parties during the periods ended September 30, 2025 and September 30, 2024:
| | ||
| 14 |
PSYENCE BIOMEDICAL LTD.
Condensed Consolidated Interim Financial Statements (unaudited)
Compensation to key management personnel
Key management personnel are those people who
have authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly.
| Key Management Personnel | September 30, 2024 | September 30, 2023 | ||||||
| Short term benefits | ||||||||
| Share based compensation | ||||||||
| Total | ||||||||
Short term benefits consist of consulting fees, director’s fees, payroll and other benefits paid to key management personnel. This is included in the professional and consulting fees and general and administrative line items in the condensed consolidated interim statements of net loss and comprehensive loss.
16. Share based compensation
During the period ended September 30, 2025, $
17. Financial instruments and financial risk management
a) Financial instrument classification and fair value measurement
Financial instruments that are recorded at fair value on the consolidated statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements.
The fair value of hierarchy has the following levels:
| ● | Level 1 – quoted prices in active markets for identical financial instruments. |
| ● | Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in the markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. |
| ● | Level 3 – valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
The table below presents the carrying value of the Company’s financial instruments:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Investment in Psyence Labs Ltd | ||||||||||||||||
| Derivative warrant liabilities – public warrants | ||||||||||||||||
| Balance, September 30, 2025 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Investment in Psyence Labs Ltd | ||||||||||||||||
| Derivative warrant liabilities – public warrants | ||||||||||||||||
| Balance, March 31, 2025 | ||||||||||||||||
There were no transfers in and out of level 3 during the period.
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PSYENCE BIOMEDICAL LTD.
Condensed Consolidated Interim Financial Statements (unaudited)
b) Risk management
In the normal course of business, the Company is exposed to a variety of financial risks: credit risk, liquidity risk, foreign exchange risk and interest rate risk. These financial risks are subject to normal credit standards, financial controls, risk management as well as monitoring. The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework.
Credit risk
Credit risk arises from cash and cash equivalents held with banks. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses on financial assets. The Company minimizes the credit risk of cash and cash equivalents by depositing with only reputable financial institutions.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.
The Company manages liquidity risk through an ongoing review of future commitments and cash balances available. Historically, the Company’s main source of funding has been through investments from its parent. The Company’s access to financing is uncertain. There can be no assurance of continued access to significant equity or debt funding.
The following table set forth the maturity of the contractual obligations as at September 30, 2025 and after
| Carrying Amount | Contractual Cash Flows | Less than 1 year | Between 1 and 3 years | |||||||||||||
| Accounts payable & accrued liabilities | ||||||||||||||||
| Total contractual obligations | ||||||||||||||||
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company has no significant interest-bearing assets or liabilities and therefore its income and operating cash flows are substantially independent of changes in market interest rates.
Foreign exchange risk
Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency.
As at September 30, 2025, a
18. Subsequent Events
Subsequent to period end, the Company has received
gross proceeds of $
On October 1, 2025, the Company issued
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Exhibit 99.2
Psyence Biomedical Ltd.
Management Discussion and Analysis (MD&A)
For the six months ended September 30, 2025 and 2024
Expressed in United States Dollars
(USD $)
| Psyence Biomedical Ltd. |
| Management Discussion and Analysis |
Operating and Financial review for the six-month periods ended September 30, 2025 and 2024
The following discussion of the results of our operations and our financial condition should be read in conjunction with the unaudited condensed consolidated financial statements included as Exhibit 99.1 to this report. This discussion contains forward-looking statements that involve risks, uncertainties, and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth in “Item 3. Key Information–D. Risk Factors” set forth in our Form 20-F filed with the SEC on June 25, 2025.
Business overview
Psyence Biomedical Ltd. (the “Company” or “PBM”), is one of the few multi-asset, vertically integrated biopharmaceutical companies specializing in psychedelic-based therapeutics. It is the first life sciences biotechnology company focused on developing nature-derived (non-synthetic) psilocybin and ibogaine-based psychedelic medicine to be listed on Nasdaq. We are dedicated to addressing unmet mental health needs, particularly in palliative care. The company is committed to an evidence-based approach in developing safe, effective, and FDA-approved nature-derived psychedelic treatments for a broad range of mental health disorders.
We strive to set the global standard for excellence and consistency in drug development using nature-based psilocybin and ibogaine products. PBM’s priority is developing pharmaceutical grade psilocybin and ibogaine to help heal psychological trauma and the diagnosable disorders that can result therefrom, including adjustment disorder (“AjD”), alcohol use disorder (“AUD”), other substance use disorders, anxiety, depression, post-traumatic stress disorder (“PTSD”), and grief and bereavement, especially in the context of palliative care. Our focus includes therapeutic protocols for medical and scientific research including observational studies.
Our lead product candidate is PEX010, a capsule containing 25mg naturally sourced psilocybin and which is being used in our Phase IIb double-blind, randomized, placebo (1mg low dose) controlled clinical trial to assess the efficacy and safety of PEX010 in psilocybin-assisted psychotherapy for the treatment of AjD due to a cancer diagnosis (the “Phase IIb Study”).
We have contracted Southern Star Research, a CRO in Australia that specializes in the study of psychedelics, to conduct the Phase IIb Study Outsourcing the study to a CRO assists the company in operating in a more capital efficient manner without the overhead of handling in-house. The study has received ethics approval, and multiple patients have been dosed.
Operating results
Our key financials and operating highlights for the six months ended September 30, 2025 are:
Sales and marketing costs
For the six months period ended September 30, 2025, we incurred sales and marketing costs of $154,976, consisting primarily of expenses for investor relations activities, travel, content creation, promotional materials and website-related costs. This represents a significant decrease compared to the $320,708 incurred during the six months ended September 30, 2024,
The prior-period costs were substantially higher because they included one-off listing and uplisting activities, including expenditures related to our NASDAQ listing process, enhanced investor outreach, and associated professional services.
In the current period, the Company has reduced investor relations, travel, and promotional activity compared to the prior year.
Research and development
For the six months period ended September 30, 2025, we incurred research and development costs of $672,364 (September 30, 2024: $265,626). The increase in the current period relates primarily to clinical trial progress following the transition from our previous contract research organization (CRO), to Southern Star.
During the current period, multiple clinical trial sites were activated and were actively recruiting and enrolling patients, resulting in increased costs for site initiation, patient-related activities, monitoring, and ongoing trial management.
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| Psyence Biomedical Ltd. |
| Management Discussion and Analysis |
General and administration costs
For the six months period ended September 30, 2025, we incurred general and administrative costs of $367,070 (September 30, 2024: $536,140), which consisted of filing and listing fess, bank fees, directors and officers insurance, salaries and wages and operational costs.
General and administrative costs have normalized in the current period, with a notable reduction due to lower filing following the completion of the prior year’s NASDAQ listing process. The prior period included elevated, one-off costs associated with the listing and initial compliance requirements, which did not recur in the current period.
Overall, the decrease reflects the Company’s efforts to reduce ongoing administrative spend and streamline operations, resulting in lower insurance, regulatory, and operational costs compared to the prior year.
Professional and consulting fees
For the six months period ended September 30, 2025, professional and consulting fees totalled $1,223,637 (September 30, 2024: $808,872).
This consisted of $420,298 (September 30, 2024: $408,457) paid to consultants for business strategy, financial and administrative services, legal fees of $734,977 (September 30, 2024: $304,769) paid to legal practitioners for various corporate matters, and $68,362 (September 30, 2024: $95,619) for audit fees and accounting fees.
The increase in the current period is primarily due to higher legal fees incurred in connection with corporate transactions, as well as increased levels of advisory activity to support the Company’s operational and corporate initiatives. Audit and accounting fees decreased period-over-period following the normalization of regulatory reporting requirements.
Other Items
During the period, the Company increased its investment in Psyence Labs Ltd. (“PsyLabs”), a private company focused on the production of psychedelic active pharmaceutical ingredients and extracts. Following the initial acquisition of 1,000 shares in Q3 2025 through a share exchange, the Company acquired an additional 2000 shares for $4,000,000 in cash.
As at September 30, 2025, the Company held approximately 17% of PsyLabs’ outstanding shares.
The Company assessed the fair value of its investment in PsyLabs as at September 30, 2025 at $5,172,000, the fair value assessment resulted in the recognition of an unrealized gain of $427,000 for the six months ended September 30, 2025,
Update to Palliative Care Clinical Trial
The 87 - patient Phase IIb Study being conducted by the CRO, Southern Star Research, in Australia is the one that has been referred to in discussions with the FDA in the pre-IND process. The study has received ethics approval, and multiple patients have been enrolled and dosed.
Liquidity and capital resources
Since incorporation, our operations have been financed from investment by our shareholders, a convertible debt note and an equity line of credit. Our main use for liquidity is funding scientific research, clinical studies, salaries and professional and consulting fees. Our ability to fund operations and to make planned cash flows are subject to prevailing economic conditions, regulatory and financial, business, and other factors, some of which are beyond our control.
As of September 30, 2025, we had a cash balance including restricted cash of $7,197,176 and working capital of $6,686,387.
The Company’s current expenditure obligations include commitments for the Phase IIb palliative care clinical trial. The Company expects to continue funding these projects with available cash and cash equivalents, and therefore, is subject to risks including, but not limited to, an inability to raise additional funds through the issuance of equity, debt instruments or similar means of financing to support the Company’s continued development, including operating requirements and to meet its liabilities and commitments at they become due.
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| Psyence Biomedical Ltd. |
| Management Discussion and Analysis |
The Company has experienced cash outflows from operations since incorporation and by nature of its business, will require ongoing financing to continue its research and development operations. The Company’s ability to access both public and private capital is dependent upon, among other things, general and sectoral market conditions and the capital markets generally, market perceptions about the Company and its business operations, and the trading prices of the Company’s securities from time to time. There can be no assurance that additional funds can be raised upon terms acceptable to the Company, or at all, as funding for early-stage companies remain challenging generally
The Company’s primary capital needs are funds to advance its research and development activities and for working capital purposes. These activities include staffing, pre-clinical studies, clinical trials, professional and consulting fees and general and administrative costs. There are uncertainties regarding the Company’s ability to continue as a going concern. There is no assurance that additional capital or other types of financing will be available if needed or that these financings will be on terms at least as favourable for the Company as those previously obtained, or at all.
Research and development, patents and licenses
Expenditures on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, are recognized in the statements of net loss and comprehensive loss as incurred.
Development expenditures are capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company intends to complete development and has sufficient resources to complete development and to use or sell the asset. Other development expenditures are expensed as incurred. Research and development expenses include all direct and indirect operating expenses supporting the products in development. The costs incurred in establishing and maintaining patents are expensed as incurred.
Critical Accounting Estimates
The preparation of financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions concerning the future. Actual results may differ from these estimates. The Company’s management reviews these estimates, judgments, and assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted prospectively in the period in which the estimates are revised. The following are deemed to be critical accounting policies as these require a high level of subjectivity and judgement and could have a material impact on PBM’s financial statements.
Quantitative and Qualitative Disclosures About Financial Instruments and Financial Risk Management
In the normal course of business, the Company is exposed to a variety of financial risks: credit risk, liquidity risk, foreign exchange risk and interest rate risk. These financial risks are subject to normal credit standards, financial controls, risk management, as well as monitoring. Our Board has overall responsibility for the establishment and oversight of the Company’s risk management framework.
Credit risk
Credit risk arises from cash and cash equivalents held with banks. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses on financial assets. The Company minimizes the credit risk of cash and cash equivalents by depositing with only reputable financial institutions. The Company also assesses the credit quality of counterparties, taking into account their financial position, past experience and other factors.
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| Psyence Biomedical Ltd. |
| Management Discussion and Analysis |
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.
The Company manages liquidity risk through an ongoing review of future commitments and cash balances available. The Company’s access to financing is always uncertain and there can be no assurance of continued access to significant equity or debt funding on terms satisfactory to the Company, or at all.
Foreign exchange risk
Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency.
The Company operates internationally and is exposed to foreign exchange risk from the Canadian Dollar and the Australian Dollar. Foreign exchange risk arises from transactions as well as recognized financial assets and liabilities denominated in foreign currencies.
A 10% adverse change in exchange rate would have resulted in a loss of $11,524 as of September 30, 2025.
Management mitigates the risk of adverse exchange rate movements by holding funds in US dollars.
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company has no significant interest-bearing assets or liabilities and therefore its income and operating cash flows are substantially independent of changes in market interest rates.
Capital Management
The Company’s objectives when managing its capital are to safeguard its ability to continue as a going concern, to meet its capital expenditures for its continued operations, and to maintain a flexible capital structure which optimizes the cost of capital within a framework of acceptable risk. The Company manages its capital structure and adjusts it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Company may issue new shares, issue debt, or acquire or dispose of assets. The Company is not subject to externally imposed capital requirements.
Management reviews its capital management approach on an ongoing basis. The Company considers its shareholders’ equity balance as capital.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2025. We do not participate in transactions that create relationships with entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.
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