Psyence Biomedical Ltd 6-K, filed Dec 4, 2024
Psyence Biomedical Ltd. (PBM)
About this 6-K
Psyence Biomedical Ltd filed this 6-K on December 4, 2024.
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 THESECURITIES EXCHANGE ACT OF 1934
For the month of December 2024
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.
x Form 20-F ¨ Form 40-F
EXHIBIT INDEX
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: December 4, 2024
| Psyence Biomedical Ltd. | ||
| By: | /s/ Neil Maresky | |
| Name: | Dr. Neil Maresky | |
| Title: | Chief Executive Officer and Director | |
Exhibit 10.2
FIRST ADDENDUM (this "Addendum")
TO THE DEBT-FOR-EQUITY EXCHANGE AGREEMENT DATED AS OF SEPTEMBER 30, 2024 (the "Swap Agreement")
Between
PSYENCE BIOMEDICAL LTD., a corporation organized under the laws of Ontario, Canada (the "Company"); and
NEWCOURT SPAC SPONSOR, LLC, a Delaware limited liability company ("Lender"),
NEWCOURT ACQUISITION CORP, a Cayman Islands exempted company ("NCAC"),
(collectively, the "Parties")
| 1 | RECITALS |
| 1.1 | Lender was the holder of a promissory note, dated January 25, 2024, issued by Newcourt Acquisition Corp ("NCAC"), in the amount of $1,615,501 (the "Note"). |
| 1.2 | On or about September 30, 2024 the Parties entered into the Swap Agreement whereby NCAC assigned all of its rights and obligations under the Note to the Company, and the Company issued common shares, no par value per share (the "Common Shares"), to Lender in exchange for satisfaction of settling, in full, all obligations in respect of the Note. |
| 1.3 | In addition to the terms defined elsewhere in this Addendum capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Swap Agreement or in the annexures thereto. |
| 1.4 | The Parties wish to make certain amendments to the Swap Agreement and wish to record these amendments in writing. |
| 2 | EFFECTIVE DATE |
This Addendum shall be effective upon on November 26, 2024.
| 3 | AMENDMENTS TO THE SWAP AGREEMENT |
The Swap Agreement is hereby amended by the deletion of the date "January 15, 2025" in the third sentence of clause 1.1. (Exchange Commitments.) and its replacement with the date "November 26, 2024".
| 4 | SAVINGS CLAUSE |
Save to the extent specifically or by necessary implication modified in or inconsistent with the provisions of this Addendum, all the terms and conditions of the Swap Agreement shall mutatis mutandis continue in full force and effect. If there is any discrepancy between this Addendum and any of the Swap Agreement, this Addendum shall prevail.
| 5 | COSTS |
Each Party will bear and pay its own legal costs and expenses of and incidental to the negotiation, drafting, preparation and implementation of this Addendum.
| 6 | SIGNATURE |
Signed on behalf of the parties, each signatory hereto warranting that he/she has due authority to do so.
IN WITNESS WHEREOF the parties have executed this Addendum as of the date first written above.
| PSYENCE BIOMEDICAL LTD. | ||
| By: | ||
| Name: Jody Aufrichtig | ||
| Title: Director | ||
| NEWCOURT SPAC SPONSOR, LLC | ||
| By: | ||
| Name: Marc Balkin | ||
| Title: Director | ||
| NEWCOURT ACQUISITION CORP | ||
| By: | ||
| Name: Neil Maresky | ||
| Title: Director |
Exhibit 10.4
FIRST ADDENDUM (this "Addendum")
TO THE DEBT-FOR-EQUITY EXCHANGE AGREEMENTS DATED AS OF SEPTEMBER 30, 2024 AND OCTOBER 25, 2024 RESPECTIVELY (collectively the "Swap Agreements")
Between
PSYENCE BIOMEDICAL LTD., a corporation organized under the laws of Ontario, Canada (the "Company"); and
PSYENCE GROUP INC., a corporation existing under the laws of Ontario, Canada ("Lender"),
(collectively, the "Parties")
| 1 | RECITALS |
| 1.1 | Lender was the holder of a promissory note, dated January 25, 2024, issued by the Company in favour of the Lender, in the amount of $1,610,657 of which $1,460,657 was outstanding (the "Note"). |
| 1.2 | On or about September 30, 2024 the Parties entered into a Debt-for-Equity Swap Agreement whereby the Company issued common shares, no par value per share (the "Common Shares"), to Lender in exchange for satisfaction of settling, in full, all obligations in respect of a remaining portion of the Note to the value of $1,037,960. On or about October 25, 2024 the Parties entered into a Debt-for-Equity Swap Agreement whereby the Company issued further Common Shares to Lender in exchange for satisfaction of settling, in full, all obligations in respect of the remaining portion of the Note to the value of $422,697. |
| 1.3 | In addition to the terms defined elsewhere in this Addendum capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Swap Agreements or in the annexures thereto. |
| 1.4 | The Parties wish to make certain amendments to the Swap Agreements and wish to record these amendments in writing. |
| 2 | EFFECTIVE DATE |
This Addendum shall be effective upon on November 26, 2024.
| 3 | AMENDMENTS TO THE SWAP AGREEMENTS |
The Swap Agreements are hereby amended by the deletion of the date "January 15, 2025" in the third sentence of clause 1.1. (Exchange Commitments.) and its replacement with the date "November 26, 2024".
| 4 | SAVINGS CLAUSE |
Save to the extent specifically or by necessary implication modified in or inconsistent with the provisions of this Addendum, all the terms and conditions of the Swap Agreements shall mutatis mutandis continue in full force and effect. If there is any discrepancy between this Addendum and any of the Swap Agreements, this Addendum shall prevail.
| 5 | COSTS |
Each Party will bear and pay its own legal costs and expenses of and incidental to the negotiation, drafting, preparation and implementation of this Addendum.
| 6 | SIGNATURE |
Signed on behalf of the parties, each signatory hereto warranting that he/she has due authority to do so.
IN WITNESS WHEREOF the parties have executed this Addendum as of the date first written above.
| PSYENCE BIOMEDICAL LTD. | ||
| By: | ||
| Name: Jody Aufrichtig | ||
| Title: Director | ||
| PSYENCE GROUP INC. | ||
| By: | ||
| Name: Alan Friedman | ||
| Title: Director | ||
Exhibit 10.7
SECOND ADDENDUM TO THE SHARE PURCHASE AND SALE AGREEMENT
Between
PSYENCE GROUP INC. (the "Seller")
and
PSYENCE BIOMEDICAL LTD. (the "Purchaser")
and
PSYENCE LABS LTD. (the "Company")
(collectively, the "Parties")
| 1 | RECITALS |
| 1.1 | On or about September 17, 2024, the Parties entered into a SHARE PURCHASE AND SALE AGREEMENT, which agreement was amended by way of a First Addendum dated September 27, 2024 ("SPA"). In addition to the terms defined elsewhere in this second addendum to the SPA ("Second Addendum") capitalized terms that are not otherwise defined herein have the meanings given to such terms in the SPA or in the annexures thereto. |
| 1.2 | The Parties wish to create additional obligations and make certain amendments to the SPA and include additional clauses thereto. |
| 1.3 | The Parties wish to record these additional obligations and amendments in writing. |
| 2 | EFFECTIVE DATE |
This Second Addendum shall be effective on November 26, 2024.
| 3 | AMENDMENTS TO the SPA |
The SPA is hereby amended by the deletion of the date "January 15, 2025" in the first sentence of clause 6.3 and its replacement with the date "November 26, 2024".
| 4 | SAVINGS CLAUSE |
Save to the extent specifically or by necessary implication modified in or inconsistent with the provisions of this Second Addendum, all the terms and conditions of the SPA shall mutatis mutandis continue in full force and effect. If there is any discrepancy between this Second Addendum and any of the SPA, this Second Addendum shall prevail.
| 5 | COSTS |
Each Party will bear and pay its own legal costs and expenses of and incidental to the negotiation, drafting, preparation and implementation of this Second Addendum.
| 6 | SIGNATURE |
Signed on behalf of the parties, each signatory hereto warranting that he/she has due authority to do so.
IN WITNESS WHEREOF the parties have executed this Addendum as of the date first written above.
SIGNED at Cape Town on November 29, 2024
| For and on behalf of | |
| PSYENCE GROUP INC | |
| Signature | |
| Taryn Vos | |
| Name of Signatory | |
| Authorised Signatory | |
| Designation of Signatory |
SIGNED at Toronto on November 29, 2024
| For and on behalf of | |
| PSYENCE BIOMEDICAL LTD | |
| Signature | |
| Neil Maresky | |
| Name of Signatory | |
| Director | |
| Designation of Signatory |
SIGNED at Cape Town on November 29, 2024
| For and on behalf of | |
| PSYENCE LABS LTD. | |
| Signature | |
| Tony Budden | |
| Name of Signatory | |
| CEO | |
| Designation of Signatory |