Psyence Biomedical Ltd 6-K/A, filed Jan 13, 2026
Psyence Biomedical Ltd. (PBM)
About this 6-K/A
Psyence Biomedical Ltd filed this 6-K/A on January 13, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 TO
FORM 6-K/A
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REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2026
Commission File Number: 001-41937
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Psyence Biomedical Ltd.
(Translation of registrant’s name into English)
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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
This Amendment No. 1 on Form 6-K/A amends the Report on Form 6-K of Psyence Biomedical Ltd. furnished with the Securities and Exchange Commission on January 8, 2026 (the “Original Form 6-K”). This Form 6-K/A is being furnished solely to amend and restate Exhibits 99.2 (Notice of Meeting and Record Date) and 99.3 (p. No other changes have been made to the Original Form 6-K, and all other information contained in the Original Form 6-K remains unchanged. Exhibit 99.1 furnished with the Original Form 6-K are unchanged and are not being re-furnished with this Form 6-K/A.
EXHIBIT INDEX
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Exhibit |
Description |
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99.2 |
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99.3 |
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: January 12, 2026
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Psyence Biomedical Ltd. |
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By: |
/s/ Jody Aufrichtig |
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Name: |
Jody Aufrichtig |
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Title |
Chief Executive Officer and Director |
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Exhibit 99.2
Psyence Biomedical Ltd.
121 Richmond Steet West
Penthouse Suite 1300
Toronto, Ontario M5H 2K1
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that an annual and special meeting (the “Meeting”) of the shareholders (“Shareholders”) of Psyence Biomedical Ltd. (“Psyence,” “ the “Company,” “we,” “us,” or “our”) to be held in person at Venture Workspace Riverlands, Office Building 4, Riverlands, 51 Gogosoa Street, Observatory, Cape Town, 7935, on Thursday, January 22, 2026 at 9:00 a.m. (New York time).
At the Meeting, you will be asked to consider and, if deemed appropriate, to pass, the following:
1. to receive and consider the audited financial statements of the Corporation for the year ended March 31, 2025 and interim condensed financial statements for the six months ended September 30, 2025, together with the report of the auditors thereon;
2. the appointment of MNP LLP as the auditor of the Corporation and to authorize the directors to fix their remuneration;
3. the election of directors of the Corporation; and
4. a special resolution approving the proposed consolidation(s) of the common shares of the Corporation;
The specific details of the matters proposed to be put before the Meeting are set forth in the Circular, which accompanies this Notice of Meeting and forms part hereof.
A shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must have deposited his, her or its duly executed form of proxy not later than 11:59 P.M. (New York time) on Wednesday, January 21, 2026, or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned Meeting, at the offices of Continental Stock Transfer & Trust Co., 1 State Street, 30th Floor, New York, NY 10004; (2) by calling, toll free at +1 (800) 509-5586 (3) by facsimile at +1 (212) 509-5152; (3) via email to proxy@continentalstock.com.
The participation of its shareholders is very important to Psyence. Please ensure that the votes attached to your common shares will be exercised at the Meeting.
DATED at Toronto, Ontario as of 2nd day of January 2026
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BY ORDER OF THE BOARD OF DIRECTORS |
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/s/ Jody Aufrichtig |
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Jody Aufrichtig |
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Chief Executive Officer & Director |
1
Exhibit 99.3
YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. 2026 Vote by Internet, Smartphone or Tablet – QUICK EASY IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail PSYENCE BIOMEDICAL LTD. Your Mobile or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 11:59 p.m., Eastern Time, on January 21, 2026. INTERNET www.cstproxyvote.com Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares. MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided. PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY. PROXY FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL PROPOSALS. Please mark your votes like this 1. Election of Directors. FOR WITHHOLD (1) Jody Aufrichtig (2) Seth Feuerstein (3) Marc Balkin (4) Graham Mark Patrick (5) Warwick Corden-Lloyd 2. Appointment of Auditors — To appoint MNP LLP, Chartered Professional Accountant, as the corporation’s auditor, and to authorize the directors to fix the remuneration to be paid to the auditor. FOR WITHHOLD 3. Share Consolidation — Approve the proposed consolidation of the common shares of the corporation, as described in the Management Information Circular. FOR AGAINST CONTROL NUMBER Signature Signature, if held jointly Date 2026. Note: Signature should agree with name printed hereon. If shares are held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians, and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney.
2026 Important Notice Regarding the Internet Availability of Proxy Materials for the Annual and Special Meeting of Shareholders to be held on January 22, 2026 To view The Management Information Circular and related materials are also available at: https://www.cstproxy.com/psyencebiomed/2026 NOTES TO PROXY 1. Each holder has the right to appoint a person who need not be a holder, to attend and represent him or her at the Annual and Special Meeting of Shareholders. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse. 2. If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy in the space provided on the reverse. If you are voting on behalf of a corporation or another individual, you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated. 3. This proxy should be signed in the exact manner as the name appears on the proxy. 4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder. 5. The securities represented by this proxy will be voted as directed by the holder; however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management. 6. The securities represented by this proxy will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly. 7. This proxy confers discretionary authority in respect of amendments to matters identified in the Management Information Circular or other matters that may properly come before the Meeting. 8. This proxy should be read in conjunction with the accompanying documentation provided by Management. 9. The Management Information Circular and related materials are also available at: http://www.cstproxy.com/psyencebiomed/2026 FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS PSYENCE BIOMEDICAL LTD. The undersigned appoints Jody Aufrichtig or failing this person, Warwick Corden-Lloyd or, instead of either of them, , as proxy holder, with full power of substitution and to attend, act, and to vote for and on behalf of the holder all of the common shares of Psyence Biomedical Ltd., held of record by the undersigned at the close of business on December 23, 2025, in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Meeting of Psyence Biomedical Ltd. to be held at Venture Workspace Riverlands, Office Building 4, Riverlands, 51 Gogosoa Street, Observatory, Cape Town, 7935, on Thursday, January 22, 2026 at 9:00 a.m. (Eastern Time) or at any adjournment thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS INDICATED. IF NO CONTRARY INDICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF ALL PROPOSALS, AND IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS NAMED AS PROXY HEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. A return envelope has been enclosed for voting by mail. (Continued and to be marked, dated and signed on the other side)