Psyence Biomedical Ltd. Enters Share Purchase Agreement
Ticker: PBMWW · Form: 6-K · Filed: Sep 20, 2024 · CIK: 1985062
Sentiment: neutral
Topics: agreement, corporate-action
TL;DR
Psyence Biomedical signed a share purchase deal on Sept 17. Details TBD.
AI Summary
On September 17, 2024, Psyence Biomedical Ltd. entered into a Share Purchase and Sale Agreement. The filing does not specify the other party involved or the financial terms of this agreement.
Why It Matters
This agreement could signal a significant change in Psyence Biomedical's ownership structure or business operations, impacting its future strategic direction.
Risk Assessment
Risk Level: medium — The lack of specific details regarding the counterparty and financial terms of the share purchase agreement introduces uncertainty.
Key Players & Entities
- Psyence Biomedical Ltd. (company) — Registrant and party to the agreement
- September 17, 2024 (date) — Date the Share Purchase and Sale Agreement was entered into
FAQ
What is the nature of the Share Purchase and Sale Agreement?
The filing states that Psyence Biomedical Ltd. entered into a Share Purchase and Sale Agreement on September 17, 2024, but does not provide further details on its nature.
Who is the other party to the Share Purchase and Sale Agreement?
The filing does not disclose the identity of the other party involved in the Share Purchase and Sale Agreement.
What are the financial terms of the Share Purchase and Sale Agreement?
The filing does not specify any dollar amounts or financial terms related to the Share Purchase and Sale Agreement.
What is the purpose of this Form 6-K filing?
This Form 6-K is a Report of Foreign Private Issuer filed by Psyence Biomedical Ltd. for the month of September 2024, to report the entry into a Share Purchase and Sale Agreement.
When was the Share Purchase and Sale Agreement entered into?
The Share Purchase and Sale Agreement was entered into on September 17, 2024.
Filing Stats: 497 words · 2 min read · ~2 pages · Grade level 10.6 · Accepted 2024-09-20 17:00:20
Key Financial Figures
- $0.01 — in a single class with a par value of US$0.01 of Psyence Labs Ltd. (“ Psylabs &
Filing Documents
- tm2424346d1_6k.htm (6-K) — 13KB
- tm2424346d1_ex99-1.htm (EX-99.1) — 82KB
- tm2424346d1_ex99-2.htm (EX-99.2) — 17KB
- tm2424346d1_ex99-2img01.jpg (GRAPHIC) — 11KB
- 0001104659-24-101737.txt ( ) — 129KB
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 September 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): Entry Into Share Purchase and Sale Agreement On September 17, 2024, Psyence Biomedical Ltd. (the “ Company ”) entered into an agreement (the “ Purchase Agreement ”) with Psyence Group. Inc. (“ PGI ”). Pursuant to the Purchase Agreement, the Company has agreed to acquire from PGI shares in a single class with a par value of US$0.01 of Psyence Labs Ltd. (“ Psylabs ”), a private company focused on the production of psychedelic active pharmaceutical ingredients and extracts. Such shares represent approximately 11% of Psylabs’ issued and outstanding equity (the “ Transaction ”). The completion of the Transaction is subject to the fulfilment, or waiver, of certain conditions, including board approvals, regulatory approvals, a satisfactory due diligence process, and the achievement of a pre-defined product development milestone by PsyLabs by no later than October 31, 2024. The Purchase Agreement contains customary representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties. The foregoing description of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, a copy of which is filed as Exhibit 99.1 to this Report on Form 6-K and which is incorporated herein by reference. On September 19, 2024, the Company issued a press release announcing the terms of the Purchase Agreement. A copy of the press release is furnished hereto as Exhibit 99.2. EXHIBIT INDEX Exhibit No. Description 99.1 Share Purchase and Sale Agreement, dated as of September 17, 2024, by and among Psyence Biomedical Ltd., Psyence Group. Inc. and Psyence UK Group Ltd. 99.2 Press Release 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: September 20, 2024 Psyence Biomedical Ltd. By: /s/ Dr. Neil Maresky Name: Dr. Neil Maresky Title: Chief Executive Officer and Director