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6-K 1 tm2430103d1_6k.htm FORM 6-K

 

 

 

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

 

Exhibit   Description
     
10.1   Debt-for-Equity Swap Agreement, effective as of September 30, 2024, by and between Psyence Biomedical Ltd. and Newcourt SPAC Sponsor, LLC (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 6-K filed with the SEC on October 8, 2024).
10.2   First Addendum to Debt-for-Equity Swap Agreement, effective November 26, 2024, by and between Psyence Biomedical Ltd and Newcourt SPAC Sponsor, LLC and Newcourt Acquisition Corp.
10.3   Debt-for-Equity Swap Agreement, effective as of September 30, 2024, by and between Psyence Biomedical Ltd. and Psyence Group. Inc. (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 6-K filed with the SEC on October 8, 2024).
10.4   First Addendum to Debt-for-Equity Swap Agreement, effective November 26, 2024, by and between Psyence Biomedical Ltd and Psyence Group, Inc.
10.5   Share Purchase and Sale Agreement, dated September 17, 2024, by and between the Company and Psyence Group Inc. (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 6-K filed with the SEC on September 20, 2024).
10.6   First Addendum to Share Purchase and Sale Agreement, dated as of September 27, 2024, by and among Psyence Biomedical Ltd., Psyence Group. Inc. and Psyence Labs Ltd (incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 6-K filed with the SEC on October 8, 2024).
10.7   Second Addendum to Share Purchase and Sale Agreement, effective November 26, 2024, by and between Psyence Biomedical Ltd.,Psyence Group, Inc., and Psyence Labs Ltd.

 

 


 

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  

 

 

 
EX-10.2 2 tm2430103d1_ex10-2.htm EXHIBIT 10.2

 

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 AMENDMENTSTO 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

 

 

 
EX-10.4 3 tm2430103d1_ex10-4.htm EXHIBIT 10.4

 

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
     

 

 

 
EX-10.7 4 tm2430103d1_ex10-7.htm EXHIBIT 10.7

 

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