Psyence Biomedical Ltd. Files 6-K Update

TL;DR

Psyence Biomedical Ltd. filed a 6-K on 7/23/24, updating on its Jan 15, 2024 business combination.

AI Summary

Psyence Biomedical Ltd. filed a Form 6-K on July 23, 2024, providing an update related to its initial business combination that closed on January 15, 2024. The filing is a report of a foreign private issuer for the month of July 2024.

Why It Matters

This filing serves as an official update from Psyence Biomedical Ltd. to the SEC, informing stakeholders about ongoing corporate activities following a significant business combination.

Risk Assessment

Risk Level: low — This is a routine filing providing an update on a past event and does not introduce new financial or operational risks.

Key Players & Entities

• Psyence Biomedical Ltd. (company) — Registrant
• January 15, 2024 (date) — Date of initial business combination closing
• July 23, 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
• $625,000 — Second Tranche ”), for a total of $625,000 of principal in exchange for a total of
• $500,000 — of principal in exchange for a total of $500,000 in subscription amounts, were issued to

Filing Documents

• tm2419852d1_6k.htm (6-K) — 20KB
• tm2419852d1_ex4-2.htm (EX-4.2) — 103KB
• 0001104659-24-081889.txt ( ) — 125KB

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 July 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 four tranches pursuant to 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. As also previously disclosed, on May 31, 2024 and June 14, the Notes (the “Prior Second Tranche Notes ”) for a portion of the second tranche of the Financing (the “ Second Tranche ”), for a total of $625,000 of principal in exchange for a total of $500,000 in subscription amounts, were issued to the Investors. On July 15, 2024, the Company issued two additional Notes (the “ Subsequent Second Tranche Notes ”) for an additional portion of the Second Tranche, for an aggregate total of $625,000 principal in exchange for $500,000 provided by the Investors. The Investors were not obligated to fund any portion 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 an additional portion of the Second Tranche on such date and may continue to do so at its discretion. The Subsequent 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. The Subsequent Second Tranche Notes are substantially the same as the Prior Second Tranche Notes, except that the Subsequent Second Tranche Notes are subject to two additional reset dates, as further detailed below. Interest on the Subsequent Second Tranche Notes accrues at 8.0% per annum, based on the outstanding principal amount of the Subsequent 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 of the Subsequent Second Tranche Notes is the lowest daily VWAP during the period commencing on January 25, 2024 until the earlier of (i) the date of conversion of the Subsequent Second Tranche Note and (ii) the date on which the registration 2024, October 25, 2024, January 25, 2025, April 25, 2025, and July 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 Subsequent 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 Subsequent Second Tranche Notes (the “ Registration Statement ”), and to use its best efforts to

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