Psyence Biomedical Ltd. Files 6-K Update

TL;DR

Psyence Biomedical filed a 6-K, referencing Jan 15 business combo close.

AI Summary

Psyence Biomedical Ltd. filed a Form 6-K on June 6, 2024, providing an update on its business. The filing references a previous disclosure from January 15, 2024, related to the closing of its initial business combination. The company is incorporated in A6 and its fiscal year ends on December 31.

Why It Matters

This filing serves as a routine update for investors, confirming ongoing corporate activities and referencing past significant events like business combinations.

Risk Assessment

Risk Level: low — This is a routine filing (6-K) that provides updates and references past events, not indicating new material risks.

Key Players & Entities

• Psyence Biomedical Ltd. (company) — Filer of the report
• 001-41937 (company) — SEC File Number
• January 15, 2024 (date) — Date of initial business combination closing disclosure
• June 6, 2024 (date) — Filing date of the 6-K

FAQ

Key Financial Figures

• $12,500,000 — the aggregate principal amount of up to $12,500,000 in exchange for up to $10,000,000 in su
• $10,000,000 — up to $12,500,000 in exchange for up to $10,000,000 in subscription amounts. As previousl
• $3,125,000 — Tranche Notes ”), for a total of $3,125,000 of principal in exchange for a total of
• $2,500,000 — of principal in exchange for a total of $2,500,000 in subscription amounts, were issued to
• $312,500 — che ”), for an aggregate total of $312,500 principal in exchange for $250,000 prov
• $250,000 — l of $312,500 principal in exchange for $250,000 provided by the Investors. The Investor

Filing Documents

• tm2416587d1_6k.htm (6-K) — 19KB
• tm2416587d1_ex4-2.htm (EX-4.2) — 100KB
• 0001104659-24-068912.txt ( ) — 119KB

From the Filing

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 June 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. Form 20-F Form 40-F Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Explanatory Note As previously disclosed, on January 15, 2024, in connection with the closing of its initial business combination, Psyence Biomedical Ltd., a corporation organized under the laws of Ontario, Canada (the “ Company ”) entered into a securities purchase agreement (the “ Securities Purchase Agreement ”) by and among the Company, certain affiliates and certain investors (the “ Investors ”) relating to a convertible debt financing provided to the Company in installments pursuant to up to four senior secured convertible notes (collectively, the “ Notes ” and the transactions entered into pursuant to the Securities Purchase Agreement, the “ Financing ”), obligations under which are guaranteed by certain assets of the Company and an affiliate, issuable to the Investors for the aggregate principal amount of up to $12,500,000 in exchange for up to $10,000,000 in subscription amounts. As previously disclosed, the Notes for the first tranche of the Financing (the “ First Tranche Notes ”), for a total of $3,125,000 of principal in exchange for a total of $2,500,000 in subscription amounts, were issued to the Investors substantially concurrently with, and contingent upon, the closing of the Company’s initial business combination. On May 31, 2024, the Company issued two additional Notes (the “ Second Tranche Notes ”) for a portion of the second tranche of the Financing (the “ Second Tranche ”), for an aggregate total of $312,500 principal in exchange for $250,000 provided by the Investors. The Investors were not obligated to fund any of the Second Tranche because the Company was not in compliance with all of the covenants under the Securities Purchase Agreement. Notwithstanding the foregoing, the Investors agreed to fund a portion of the Second Tranche on such date and may continue to do so at its discretion. The Second Tranche Notes are substantially the same as the First Tranche Notes, except that the conversion floor and first and second reset dates have been removed, as these applicable dates have passed. Interest on the Second Tranche Notes accrues at 8.0% per annum, based on the outstanding principal amount of the Second Tranche Notes, and is payable monthly in arrears in cash or in the Company’s common shares (the “ Common Shares ”) (at the applicable conversion price). The initial conversion price is the lowest daily VWAP during the period commencing on January 25, 2024 until the earlier of (i) the date of conversion of the Second Tranche Note and (ii) the date on which the registration statement for the shares underlying the First Tranche Note is declared effective (or May 14, 2024) and is subject to reset on July 25, 2024, October 25, 2024, January 25, 2025, at which time the conversion price will be reset to the lower of (i) the initial conversion price and (ii) the average daily VWAP for the previous ten (10) trading days prior to such reset. The Common Shares underlying the Second Tranche Notes are entitled to registration rights pursuant to a registration rights agreement (the “ Registration Rights Agreement ”), dated as of January 25, 2024, by and among the Company and the Investors. As previously disclosed, pursuant to the Registration Rights Agreement, the Company has agreed to file a registration statement covering the resale of the Common Shares issuable upon conversion of the Second Tranche Notes (the “ Registration Statement ”), and to use its best efforts to have such Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement). The Registration Rights Agreement contains certain penalty provisions, subject to certain conditions and cure periods, for the Company failing to (i) file a registration effective by certain deadlines set forth in the Registration Rights Agreement, (iii) maintain certain circumstances and conditions allowing the resale of certain secu

View Full Filing

View this 6-K filing on SEC EDGAR