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6-K 1 ea0264792-6k_psyence.htm REPORT OF FOREIGN PRIVATE ISSUER

 

 

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 November 2025

 

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.

 

 

 

 

 


 

Explanatory Note

 

☒ Form 20-F ☐ Form 40-F This Report on Form 6-K is being furnished by Psyence Biomedical Ltd. (the “Company”) to report (i) the appointment of Mr. Warwick Corden-Lloyd, the Company’s Chief Financial Officer, to the Board of Directors effective October 30, 2025, and (ii) the Company’s entry into Amendment No. 2 to its Common Stock Purchase Agreement with White Lion Capital LLC on November 4, 2025.

 

Appointment of Director

 

On October 30, 2025, the Board of Directors appointed Mr. Warwick Corden-Lloyd, the Company’s Chief Financial Officer, to serve as a director of the Company, to hold office until the next annual general meeting of shareholders or until his successor is duly elected or appointed, in accordance with applicable law and the Company’s governing documents. The Board accepted Mr. Corden-Lloyd’s written consent to act as a director. There are no arrangements or understandings between Mr. Corden-Lloyd and any other person pursuant to which he was selected as a director, and there are no family relationships reportable under applicable securities laws. Mr. Corden-Lloyd serves as an employee in his capacity as Chief Financial Officer and is compensated accordingly; he does not presently receive separate compensation for his service on the Board.

 

Entry into a Material Amendment to a Material Definitive Agreement

 

On November 4, 2025, the Company and White Lion Capital LLC (“White Lion”) entered into Amendment No. 2 to their Common Stock Purchase Agreement dated July 25, 2024, as previously amended on December 20, 2024 (as so amended, the “CSPA”). Amendment No. 2, among other things, increases the Company’s potential aggregate drawdown capacity, extends the commitment period, adds a volume-weighted average price (“VWAP”) purchase mechanic after certain funding thresholds are met (including a VWAP-based purchase price and per-notice caps tied to trading volume, subject to waiver), clarifies the timing of closings and funds flow, updates provisions relating to short sales, and makes other conforming changes.
The foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 2, a copy of which is furnished as Exhibit 10.3 to this Report on Form 6-K.

 

Press Releases

 

In addition, the Company released a press release on November 6, 2025 titled “Psyence BioMed Doses Multiple Patients and Expands Clinical Sites in Phase IIb Study for Adjustment Disorder in Palliative Care,” and, on November 3, 2025, released a press release titled “Psyence BioMed Strengthens Strategic Partnership with PsyLabs Through USD $3,500,000 Follow-On Investment.” Copies of these press releases are furnished as Exhibits 99.1 and 99.2, respectively, to this Report on Form 6-K.

 

Forward-Looking Statements

 

This Report on Form 6-K contains forward-looking statements within the meaning of applicable securities laws, including, without limitation, statements regarding potential future sales of common shares under the CSPA (as amended), the timing, conduct and potential outcomes of clinical trials, regulatory matters, and the Company’s strategy and prospects. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties include, among others, market conditions, the satisfaction of conditions to drawdowns under the CSPA, clinical development risks, regulatory approvals, and other factors described in the Company’s filings with the U.S. Securities and Exchange Commission and applicable Canadian securities regulators. The Company undertakes no obligation to update any forward-looking statements, except as required by law.

 

Incorporation by Reference

 

The information contained in this Report on Form 6-K, except for Exhibits 99.1 and 99.2 and the information under the heading “Press Releases,” is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-285542), and any prospectuses or prospectus supplements filed pursuant thereto.

 

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EXHIBIT INDEX

 

Exhibit No.   Description
10.1   Common Stock Purchase Agreement, dated July 25, 2024, by and between the Company and White Lion (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 6-K filed with the SEC on July 31, 2024).
10.2   Amendment No. 1 to Common Stock Purchase Agreement between Psyence Biomedical Ltd. And White Lion Capital LLC, dated December 20, 2024 (incorporated by reference to Exhibit 10.35 to the Registration Statement on Form F-3 (File No. 333-289285) filed with the SEC on August 6, 2025).
10.3*   Amendment No. 2 to Common Stock Purchase Agreement between Psyence Biomedical Ltd. And White Lion Capital LLC, dated November 4, 2025.
99.1*   Press Release, dated November 6, 2025
99.2*   Press Release, dated November 3, 2025

 

* Filed herewith.

 

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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: November 10, 2025

 

Psyence Biomedical Ltd.  
     
By: /s/ Warwick Corden-Lloyd  
Name:  Warwick Corden-Lloyd  
Title: Chief Financial Officer  

 

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EX-10.3 2 ea026479201ex10-3_psyence.htm AMENDMENT NO. 21 TO COMMON STOCK PURCHASE AGREEMENT BETWEEN PSYENCE BIOMEDICAL LTD. AND WHITE LION CAPITAL LLC, DATED NOVEMBER 4, 2025

Exhibit 10.3

 

AMENDMENT NO. 2

TO

COMMON STOCK PURCHASE AGREEMENT

BETWEEN

PSYENCE BIOMEDICAL LTD.

AND

WHITE LION CAPITAL LLC 

 

THIS AMENDMENT NO. 2 TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”), effective November 4, 2025 (the “Amendment Effective Date”), is by and between Psyence Biomedical Ltd., a corporation organized under the laws of Ontario, (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”), and amends the Common Stock Purchase Agreement by and between the Company and Investor dated July 25th, 2024, previously amended by Amendment No. 1 on December 20th, 2024 (as amended, the “Agreement”), to increase the Commitment Amount by the Investor under the Agreement to purchase up to One Hundred Million Dollars ($100,000,000) of the Company’s Common Stock, to extend the Commitment Period by the Investor under the Agreement, to amend the Accelerated Valuation Period and to permit the Company to effect sales to the Investor pursuant to VWAP Purchase Notices (as defined below). All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement. 

 

NOW, THEREFORE, in consideration of the premises, the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

 

1. Amendment to Recitals.

 

Paragraph 2 of the Recitals is hereby amended by amending and restating the entirety of this Paragraph as follows:

 

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall purchase, from time to time, as provided herein, and the Company shall issue and sell up to One Hundred Million Dollars ($100,000,000) of the Company’s Common Stock (as defined below);

 

2. Amendment to Article I.

 

Upon the Investor purchasing $25,000,000 worth of Common Stock from the Company under the Agreement, Article I of the Agreement is hereby amended by amending and restating the definition of each of “Accelerated Valuation Period”, “Commitment Amount”, “Commitment Period”, and “Purchase Notice” in Section 1.1 in its entirety as follows:

 

“Accelerated Valuation Period” shall mean the one (1) hour period following the Investor’s written consent of the acceptance of the applicable Accelerated Purchase Notice by Investor.

 

“Commitment Amount” shall mean One Hundred Million Dollars ($100,000,000).

 

“Commitment Period” shall mean the period commencing on the Execution Date and ending on the earlier of (i) the date on which the Investor shall have purchased an aggregate number of Purchase Notice Shares pursuant to this Agreement equal to the Commitment Amount or (ii) December 31st, 2027.

 

“Purchase Notice” shall mean a written notice from Company, substantially in the form of Exhibit A attached hereto (a “Rapid Purchase Notice Form”), Exhibit B attached hereto (a “Fixed Purchase Notice Form”), Exhibit E attached hereto (an “Accelerated Purchase Notice Form”), or Exhibit F attached hereto (a “VWAP Purchase Notice Form”) to the Investor and the Transfer Agent setting forth the Purchase Notice Shares which the Company requires the Investor to purchase pursuant to the terms of this Agreement.

 

 


 

3. Amendment to Article II.

 

Upon the Investor purchasing $25,000,000 worth of Common Stock from the Company under the Agreement, Article II of the Agreement is hereby amended by adding Sections 2.2(g) and 2.2(h), which shall read in their entirety as follows:

 

Section 2.2 (g) VWAP Purchase Notice.

 

(g) Upon the terms and subject to the conditions of this Agreement, during the Commitment Period, the Company may deliver a VWAP Purchase Notice to the Investor, subject to satisfaction of the conditions set forth in Article VII and otherwise provided herein. The Company shall deliver the Purchase Notice Shares, not to exceed the VWAP Purchase Notice Limit, unless waived by Investor, underlying an VWAP Purchase Notice as DWAC Shares to the Investor’s designated brokerage account alongside the delivery of the VWAP Purchase Notice. A VWAP Purchase Notice shall be deemed delivered on the Business Day that the Investor provides written consent of the acceptance of the VWAP Purchase Notice (the “VWAP Purchase Notice Date”). If the Investor does not provide written consent within 15 minutes of the delivery of the VWAP Purchase Notice, the applicable VWAP Purchase Notice shall be deemed void unless waived by both the Company and the Investor. Each party shall use its commercially reasonable efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable. Each party also agrees that it shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective Section 2.2 of this Agreement and the transactions contemplated herein. Investor shall not consent to accept a VWAP Purchase Notice received less than one and a half (1.5) hours prior to the close of trading on the Principal Market, unless waived by the Investor in writing.

 

Section 2.2 (h) VWAP Purchase Closing.

 

(h) The Closing of a VWAP Purchase Notice shall occur one (1) Business Day following the VWAP Purchase Notice Date (the “VWAP Purchase Closing Date”); whereby the Investor shall deliver to the Company, by 5:00 p.m. New York time on the VWAP Purchase Closing Date, the VWAP Purchase Investment Amount by wire transfer of immediately available funds to an account designated by the Company.

 

Upon the Investor purchasing $25,000,000 worth of Common Stock from the Company under the Agreement, the following terms shall be added to Section 1.1 of the Agreement in applicable alphabetical order and defined as set forth below:

 

a. “VWAP Purchase Closing Date” shall have the meaning specified in Section 2.2(h).

 

b. “VWAP Purchase Investment Amount” shall mean the applicable Purchase Notice Shares referenced in the applicable VWAP Purchase Notice Form multiplied by the applicable VWAP Purchase Price.

 

c. “VWAP Purchase Notice” shall mean the closing of a purchase and sale of shares of Common Stock as described in Section 2.2(e).

 

d. “VWAP Purchase Notice Date” shall have the meaning specified in Section 2.2(g).

 

e. “VWAP Purchase Notice Limit” shall mean five percent (5%) of the Average Daily Trading Volume.

 

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f. “VWAP Purchase Price” shall mean the product of (a) the VWAP of the Common Stock during the VWAP Purchase Valuation Period, multiplied by (b) 95.0%

 

g. “VWAP Purchase Valuation Period” shall mean the one (1) hour period following the Investor’s written consent of the acceptance of the applicable VWAP Purchase Notice by Investor.

 

4. Amendment to Article V.

 

Upon the Investor purchasing $25,000,000 worth of Common Stock from the Company under the Agreement, Article V of the Agreement is hereby amended by amending and restating Section 5.1 in its entirety as follows:

 

Neither the Investor, nor any affiliate of the Investor acting on its behalf or pursuant to any understanding with it, (i) has executed any Short Sales prior to the Effective Date and (ii) will execute any Short Sales during the period from the Effective Date to the end of the Commitment Period. For the purposes hereof, and in accordance with Regulation SHO, the sale of Common Stock purchased under the applicable Purchase Notice after delivery of the Purchase Notice shall not be deemed a Short Sale. The parties acknowledge and agree that during the Rapid Purchase Notice Date, and the Accelerated Valuation Period, and the VWAP Purchase Valuation Period, the Investor may contract for, or otherwise effect, the resale of the subject purchased Purchase Notice Shares to third parties. The Investor shall, until such time as the transactions contemplated by the Transaction Documents are publicly disclosed by the Company in accordance with the terms of the Transaction Documents, maintain the confidentiality of the existence and terms of this transaction and the information included in the Transaction Documents. “Short Sales” shall mean “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act.

 

5. Deletions in Article 6 and Article 7

 

(a) Upon the Investor purchasing $25,000,000 worth of Common Stock from the Company under the Agreement, Article VI of the Agreement is hereby amended by amended and restating Section 6.6 in its entirety to read: “[Deleted].

 

(b) Upon the Investor purchasing $25,000,000 worth of Common Stock from the Company under the Agreement, Article VII of the Agreement is hereby amended by the deletion of the last sentence of Section 7.2(f) in its entirety.

 

6. Amendments to Article X

 

Article X of the Agreement is hereby amended by amending and restating the address for the Company in Section 10.17 in its entirety as follows:

 

Psyence Biomedical Ltd.

121 Richmond Street West,

Penthouse Suite, 1300

Toronto, ON M5H 2K1, Canada

Attention:

 

with a copy (not constituting notice) to:

 

7. Deletions in Articles I, II and IV

 

Immediately upon the Investor purchasing an aggregate of $25,000,000 worth of Common Stock from the Company pursuant to the Agreement:

 

(a) The deletion of the of the term “Placement Agent” and its definition in Section 1.1 of the Agreement shall become effective.

 

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(b) The deletion of the parenthetical in subsection (i) and the deletion of subsection (ii) in its entirety of Section 2.2(b) of the Agreement shall become effective.

 

(c) The deletion of the parenthetical in subsection (i) and the deletion of subsection (ii) in its entirety of Section 2.2(d) of the Agreement shall become effective.

 

(d) The deletion of “Placement Agent” in the title of Section 4.12 and the deletion of the last sentence of Section 4.12 in its entirety of the Agreement shall become effective.

 

8. Representations and Warranties. Each of the Investor and the Company represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary entity action and that the officers executing this Amendment on its behalf were similarly authorized and empowered and that this Amendment does not contravene any provisions of its articles of incorporation, bylaws, certificate of formation, limited liability company agreement or other formation documents, or of any contract or agreement to which it is a party or by which any of its properties are bound.

 

8. Miscellaneous.

 

(a) Except as modified by this Amendment, the Agreement continues in full force and effect in accordance with its terms.

 

(b) This Amendment shall be governed by and construed in accordance with the laws of the State of New York as set forth in Section 10.1 of the Agreement and the dispute resolution provisions set forth in the Agreement.

 

(c) This Amendment may be executed in any number of counterparts and by electronic transmission (which shall bind the parties hereto), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

 

** signature page follows **

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officer as of the Amendment Effective Date.

 

  PSYENCE BIOMEDICAL LTD
     
  By: /s/ Jody Aufrichtig
  Name:  Jody Aufrichtig
  Title: Chief Executive Officer
     
  WHITE LION CAPITAL LLC
     
  By: /s/ Sam Yaffa
  Name: Sam Yaffa
  Title: Managing Partner

 

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EXHIBIT F

 

FORM OF VWAP PURCHASE NOTICE

 

TO: WHITE LION CAPITAL LLC

 

We refer to the Common Stock Purchase Agreement, dated as of July 25, 2024, (as amended, the “Agreement”), entered into by and between Psyence Biomedical Ltd., and White Lion Capital LLC. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the same meaning when used herein.

 

We hereby:

 

1) Give you notice that we require you to purchase __________ Purchase Notice Shares at the VWAP Purchase Price; and

 

2) Certify that, as of the date hereof, the conditions set forth in Section 7 of the Agreement are satisfied.

 

  PSYENCE BIOMEDICAL LTD
   
  By:              
  Name:  
  Title:  

 

6

 

EX-99.1 3 ea026479201ex99-1_psyence.htm PRESS RELEASE, DATED NOVEMBER 6, 2025

Exhibit 99.1

 

Psyence BioMed Doses Multiple Patients and Expands Clinical Sites in Phase IIb Study for Adjustment Disorder in Palliative Care

 

Mind Medicine Australia clinic joins Psyence BioMed’s expanding network of clinical sites as enrollment accelerates in the landmark Phase IIb study for Adjustment Disorder in palliative care

 

NEW YORK, November 6, 2025 – Psyence Biomedical Ltd. (Nasdaq: PBM) (“Psyence BioMed” or the “Company”), a biopharmaceutical company advancing nature-derived psilocybin and ibogaine therapies for unmet mental health needs, today announced a major clinical milestone with multiple patients successfully dosed in its ongoing Phase IIb clinical trial evaluating nature-derived psilocybin, in combination with psychotherapy, as a potential treatment for Adjustment Disorder in palliative care.

 

This achievement demonstrates significant clinical advancement and reinforces Psyence BioMed’s position as a global leader in late-stage psychedelic drug development. Following successful patient dosing across multiple trial sites, the Company is advancing the only active Australian clinical program using a natural psilocybin formulation to treat Adjustment Disorder in palliative care – one of the most rigorous studies of its kind globally.

 

The Phase IIb study has been strategically designed to meet regulatory expectations for pivotal clinical evidence. Its larger sample size, rigorous randomization, and multi-site structure enhance statistical power, data reliability, and the generalizability of findings.

 

Patients have now been dosed across two active clinical sites – the Empax Center in Perth and the Mind Medicine Australia Clinic in Melbourne – reflecting strong operational readiness, recruitment efficiency, and protocol execution. The Company has also activated Paratus Clinical Research in Melbourne to expand the study to three actively enrolling sites and accelerate data collection toward topline results anticipated by year-end 2026.

 

“The randomization and dosing of these patients across multiple independent trial sites marks an exciting and validating milestone for Psyence BioMed,” said Dr. Clive Ward-Able, Medical Director of Psyence BioMed. “With multiple sites now operational and patients progressing through screening, we are seeing strong interest and momentum. This level of engagement reinforces the importance of our work in developing psilocybin-based therapies for palliative care.”

 

The multi-site, double-blind, placebo-controlled study is designed to enroll 87 patients across Australia. Participants receive one of two therapeutic doses of psilocybin (10 mg or 25 mg) or a low-dose comparator (1 mg), each administered alongside structured psychotherapy. The study will assess efficacy, safety, and durability of response, with the goal of advancing psilocybin as a potential first-in-class treatment for Adjustment Disorder in palliative care settings.

 

“This pivotal moment reflects the extraordinary effort and precision required to achieve multiple patient dosing across independent clinical sites,” said Jody Aufrichtig, Chief Executive Officer of Psyence BioMed. “It demonstrates not only our team’s operational excellence but also the maturity of our clinical infrastructure. With a trial design that meets rigorous regulatory standards, Psyence BioMed is generating high-quality data to support future approvals, commercial readiness, and the advancement of a nature-derived psilocybin therapy for patients facing adjustment disorder in palliative care.”

 

 


 

About Psyence BioMed

 

Psyence Biomedical Ltd. (Nasdaq: PBM) is one of the few multi-asset, vertically integrated biopharmaceutical companies specializing in psychedelic-based therapeutics. It is the first life sciences biotechnology company focused on developing nature-derived (non-synthetic) psilocybin and ibogaine-based psychedelic medicine to be listed on Nasdaq. We are dedicated to addressing unmet mental health needs, particularly in palliative care. The company is committed to an evidence-based approach in developing safe, effective, and FDA-approved nature-derived psychedelic treatments for a broad range of mental health disorders.

 

Learn more at www.psyencebiomed.com and on LinkedIn.

 

Contact Information for Psyence Biomedical Ltd.

Email: ir@psyencebiomed.com

Media Inquiries: media@psyencebiomed.com

General Information: info@psyencebiomed.com

Phone: +1 416-477-1708

 

Investor Contact:

Michael Kydd

Investor Relations Advisor

michael@psyencebiomed.com

 

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Forward Looking Statements

 

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations, and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning.

 

Forward-looking statements in this communication include statements regarding the progress of the Phase IIb clinical trial, trial execution and patient enrollment and generation of trial results. These forward-looking statements are based on a number of assumptions, including the assumption that there will be no delays in the execution of the Phase IIb clinical trial implementation schedule, topline data from this trial will be positive, and that the demand for psychedelic-assisted therapy will continue to increase. There can be no assurance that the Company will continue to maintain compliance with Nasdaq’s continued listing requirements. There are numerous risks and uncertainties that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

 

These risks and uncertainties include, among others: (i) delays in the execution of the Phase IIb trial; (ii) the ability of Psyence BioMed to maintain the listing of its common shares and warrants on Nasdaq; (iii) volatility in the price of the securities of Psyence BioMed due to a variety of factors, including the recent share consolidation, changes in the competitive and highly regulated industries in which Psyence BioMed operates, variations in performance across competitors, changes in laws and regulations affecting Psyence BioMed’s business and changes in Psyence BioMed’s capital structure. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Company’s final prospectus (File No. 333-289285) filed with the Securities and Exchange Commission (the “SEC”) on November 3, 2025 and other documents filed by Psyence BioMed from time to time with the SEC.

 

These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Actual results and future events could differ materially from those anticipated in such statements. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Except as required by law, Psyence BioMed does not intend to update these forward-looking statements.

 

The Company does not make any medical, treatment or health benefit claims about its proposed products. The U.S. Food and Drug Administration, Health Canada or other similar regulatory authorities have not evaluated claims regarding psilocybin, psilocybin analogues, or other psychedelic compounds or nutraceutical products. The efficacy of such products has not been confirmed by authorized clinical research. There is no assurance that the use of psilocybin, psilocybin analogues, or other psychedelic compounds or nutraceuticals can diagnose, treat, cure or prevent any disease or condition. Vigorous scientific research and clinical trials are needed. The Company has not conducted clinical trials for the use of the proposed products. Any references to quality, consistency, efficacy, and safety of potential products do not imply that the Company has verified such in clinical trials or that the Company will complete such trials. If the Company cannot obtain the approvals or research necessary to commercialize its business, it may have a material adverse effect on the Company’s performance and operations.

 

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EX-99.2 4 ea026479201ex99-2_psyence.htm PRESS RELEASE, DATED NOVEMBER 3, 2025

Exhibit 99.2

 

Psyence BioMed Strengthens Strategic Partnership with PsyLabs Through

USD $3,500,000 Follow-On Investment

 

NEW YORK, November 3, 2025 – Psyence Biomedical Ltd. (Nasdaq: PBM) (“Psyence BioMed” or the “Company”), a biopharmaceutical company advancing nature-derived psilocybin and Ibogaine therapies for unmet mental health needs, today announced it has made a USD$3,500,000 follow-on investment in PsyLabs, a leading producer of purified psychedelic active pharmaceutical ingredients (APIs).

 

This investment solidifies PsyLabs’ position as a primary supplier of high-quality, GMP-grade psychedelic compounds, including psilocybin and ibogaine, for Psyence BioMed’s clinical research programs. The enhanced collaboration ensures Psyence BioMed continues to have access to an ethical, sustainable, and reliable supply of premium psychedelic compounds to advance its clinical pipeline. This investment made on August 15th, 2025, follows-on from the previously made USD$500,000 investment in PsyLabs in April 2025.

 

“We are committed to advancing nature-derived psychedelics and building a responsible, global supply chain,” said Psyence BioMed Chief Executive Officer, Jody Aufrichtig. “This new investment is a deliberate step toward building a fully integrated company – from cultivation to clinical development. This strategic approach not only secures access to the highest quality compounds for our trials but also creates long-term value for our investors by ensuring sustainability, scalability, and competitive differentiation in a rapidly evolving market,” added Aufrichtig.

 

PsyLabs’ state-of-the-art facility in Southern Africa utilizes the region’s rich botanical heritage to produce psychedelic compounds under strict ethical and sustainable practices. Psyence BioMed is the first publicly listed company with a dedicated investment in Southern African psychedelic production, underscoring the Company’s commitment to accessing regional expertise while advancing global psychedelic research.

 

“This continued investment from Psyence BioMed is a testament to the strength of our partnership and the quality of our products,” said Tony Budden, CEO of PsyLabs. “We are proud to support Psyence BioMed’s pioneering clinical work with our premium, sustainably produced compounds.”

 

With this expanded partnership, Psyence BioMed strengthens its leadership position in the emerging psychedelic therapeutics sector, advancing both near-term clinical development and long-term commercial opportunities.

 

Certain executives, including the Chief Executive Officer, the Chief Financial Officer and the General Counsel, and an independent director, of Psyence BioMed, provide consulting services to PsyLabs in exchange for consulting fees. Such individuals own less than 5% of the outstanding shares of PsyLabs in the aggregate. Certain of these individuals are also members of the board of directors of a wholly owned subsidiary of PsyLabs.

 

 


 

About Psyence BioMed

 

Psyence Biomedical Ltd. (Nasdaq: PBM) is one of the few multi-asset, vertically integrated biopharmaceutical companies specializing in psychedelic-based therapeutics. It is the first life sciences biotechnology company focused on developing nature-derived (non-synthetic) psilocybin and ibogaine-based psychedelic medicine to be listed on Nasdaq. We are dedicated to addressing unmet mental health needs, particularly in palliative care. The name ‘Psyence’ merges ‘psychedelics’ and ‘science,’ reflecting the company’s commitment to an evidence-based approach in developing safe, effective, and FDA-approved nature-derived psychedelic treatments for a broad range of mental health disorders.

 

Learn more at www.psyencebiomed.com and on LinkedIn.

 

About PsyLabs

 

PsyLabs is a psychedelic Active Pharmaceutical Ingredient (API) development company, federally licensed to cultivate, extract, and export psilocybin mushrooms and other psychedelic compounds including psilocin, mescaline, ibogaine, and dimethyltryptamine (DMT) to legal medical and research markets. The company has successfully exported psilocybin products to Canada, the UK, Portugal, and Slovenia, and supplies purified extracts to its UK-based CMO partner.

 

PsyLabs operates from an ISO 22000-certified facility audited by the British Standards Institution, ensuring the highest standards of safety and traceability. With a focus on natural compound purification, regulatory support, and global distribution, PsyLabs is expanding its product pipeline to include ibogaine and other next-generation psychedelics.

 

www.psylabs.life

 

Contact Information for Psyence Biomedical Ltd.

Email: ir@psyencebiomed.com

Media Inquiries: media@psyencebiomed.com

General Information: info@psyencebiomed.com

Phone: +1 416-477-1708

 

Investor Contact:

Michael Kydd

Investor Relations Advisor

michael@psyencebiomed.com

 

2


 

Forward Looking Statements

 

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations, and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning.

 

Forward-looking statements in this communication include statements regarding the advancement of the Company's clinical pipeline and the creation of long-term shareholder value. These forward-looking statements are based on a number of assumptions, including the assumption that all parties involved in the ibogaine supply chain will retain such valid permits and licenses as may be required to carry out their activities and that the demand for psychedelic-containing products and related therapy will continue to increase. There can be no assurance that the Company will continue to maintain compliance with Nasdaq’s continued listing requirements. There are numerous risks and uncertainties that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

 

These risks and uncertainties include, among others: (i) delays in the execution of the Company's drug development and clinical trial pipeline; (ii) the ability of Psyence BioMed to maintain the listing of its common shares and warrants on Nasdaq; (iii) volatility in the price of the securities of Psyence BioMed due to a variety of factors, including the recent share consolidation, changes in the competitive and highly regulated industries in which Psyence BioMed operates, variations in performance across competitors, changes in laws and regulations affecting Psyence BioMed’s business and changes in Psyence BioMed’s capital structure. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Company’s final prospectus (File No. 333-298285) filed with the Securities and Exchange Commission (the “SEC”) on November 3, 2025 and other documents filed by Psyence BioMed from time to time with the SEC.

 

These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Actual results and future events could differ materially from those anticipated in such statements. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Except as required by law, Psyence BioMed does not intend to update these forward-looking statements.

 

The Company does not make any medical, treatment or health benefit claims about its proposed products. The U.S. Food and Drug Administration, Health Canada or other similar regulatory authorities have not evaluated claims regarding psilocybin, psilocybin analogues, or other psychedelic compounds or nutraceutical products. The efficacy of such products has not been confirmed by authorized clinical research. There is no assurance that the use of psilocybin, psilocybin analogues, or other psychedelic compounds or nutraceuticals can diagnose, treat, cure or prevent any disease or condition. Vigorous scientific research and clinical trials are needed. The Company has not conducted clinical trials for the use of the proposed products. Any references to quality, consistency, efficacy, and safety of potential products do not imply that the Company has verified such in clinical trials or that the Company will complete such trials. If the Company cannot obtain the approvals or research necessary to commercialize its business, it may have a material adverse effect on the Company’s performance and operations.

 

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