PSYENCE BIOMEDICAL LTD.
49.75%
2,643,659
1985062
Sep 30, 2026
Oct 15, 2026, 09:03 AM
Reporting Persons (1)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Psyence Labs Ltd. | CO | 49.75% | 2,643,659 | 2,643,659 | 0 |
Disclosure Items (7)
Common Shares, no par value
PSYENCE BIOMEDICAL LTD.
121 Richmond Street West, Toronto, A6, M5H 2K1
Item 2(c) of the Original Schedule 13D is hereby amended and supplemented as follows:
Schedule I to the Original Schedule 13D is hereby amended and restated in its entirety as set forth on Schedule I to this Amendment No. 1, which is incorporated herein by reference.
Items 2(d) and 2(e) of the Original Schedule 13D are hereby amended and restated as follows:
During the last five years, neither the Reporting Person nor, to the best of the Reporting Person's knowledge, any of the persons listed on Schedule I hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Except as set forth above, Item 2 of the Original Schedule 13D is not amended by this Amendment No. 1.
Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following: On September 21, 2026, the Issuer, the Reporting Person and Psyence Biomed II Corp., an Ontario corporation and a wholly-owned subsidiary of the Issuer ("PBCII"), entered into a Share-for-Share Swap and Nomination Agreement (the "Swap Agreement"). On October 1, 2026, pursuant to the Swap Agreement, the Issuer issued 1,497,500 Common Shares (the "Additional Shares") to the Reporting Person at a deemed issue price of US$6.00 per Common Share, for aggregate non-cash consideration of US$8,985,000. In consideration for the Additional Shares, the Reporting Person issued 3,473 ordinary shares of the Reporting Person to PBCII, at the direction and nomination of the Issuer, at an implied equity valuation of the Reporting Person of US$60,000,000 derived from an independent third-party valuation, for aggregate non-cash consideration equal to US$8,985,000. The Swap Agreement provides that the transaction is intended to constitute a contemporaneous share-for-share exchange of equal agreed value, and no cash consideration was paid by any party in connection with the issuance of the Additional Shares. Following the issuance of the Additional Shares, the Reporting Person beneficially owns an aggregate of 2,643,659 Common Shares, consisting of the 1,146,159 Subject Shares acquired on February 25, 2026 and the 1,497,500 Additional Shares.
Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows: The Reporting Person beneficially owns 2,643,659 Common Shares, consisting of the 1,146,159 Subject Shares and the 1,497,500 Additional Shares, representing approximately 49.75% of the issued and outstanding Common Shares of the Issuer. The foregoing percentage is calculated based on 5,314,048 Common Shares outstanding immediately following the issuance of the Additional Shares on October 1, 2026, as reported by the Issuer directly to the Reporting Person.
The Reporting Person has sole power to vote or direct the vote of, and sole power to dispose or direct the disposition of, the 2,643,659 Common Shares reported herein, subject to the Standstill Restrictions and the transfer restrictions described in Items 4 and 6. The Reporting Person does not share voting or dispositive power with respect to any Common Shares.
Except for the entry into the Swap Agreement on September 21, 2026 and the acquisition of the Additional Shares on October 1, 2026, each as described in Item 3 above, the Reporting Person has not effected any transactions in the Common Shares during the 60 days preceding the date of this Amendment No. 1.
To the knowledge of the Reporting Person, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares beneficially owned by the Reporting Person.
Not applicable.
Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following: The information set forth in Items 3 and 4 of this Amendment No. 1 is hereby incorporated by reference into this Item 6. Swap Agreement. On September 21, 2026, the Issuer, the Reporting Person and PBCII entered into the Swap Agreement, pursuant to which the Issuer issued the Additional Shares to the Reporting Person on October 1, 2026, as described in Item 3 above. In addition to the Standstill Restrictions described in Item 4 above, the Swap Agreement provides that the Additional Shares have not been registered under the Securities Act or any U.S. state securities laws and may not be offered, sold, pledged, hedged or otherwise transferred absent an effective registration statement or an available exemption from registration, and that any certificate, book-entry notation or direct registration advice representing the Additional Shares shall bear or be subject to a restrictive legend to that effect and, if required by Ontario securities laws or by the Issuer's counsel, a Canadian resale restriction legend. The Reporting Person has acknowledged in the Swap Agreement that, because it may be deemed an affiliate or control person of the Issuer, any resale of the Common Shares may be subject to additional limitations under applicable securities laws. The Additional Shares were issued by the Issuer to the Reporting Person in reliance on an exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and/or Regulation S promulgated thereunder. The Swap Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The foregoing description of the Swap Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Swap Agreement, a copy of which is incorporated by reference as Exhibit 2 to this Amendment No. 1. Put Option Agreement. As previously disclosed in the Original Schedule 13D, the Share Exchange contemplated by the Put Option Agreement was consummated on February 25, 2026. Except as described in this Schedule 13D, including in the Put Option Agreement and the Swap Agreement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer.
Item 7 of the Original Schedule 13D is hereby amended and restated in its entirety as follows: Exhibit 1 -- Share Put Option and Amendment Agreement, dated July 3, 2025, between Psyence Biomedical Ltd. and Psyence Labs Ltd. (incorporated by reference to Exhibit 10.1 to the Issuer's Report on Form 6-K furnished to the SEC on February 13, 2026). Exhibit 2 -- Share-for-Share Swap and Nomination Agreement, dated September 21, 2026, among Psyence Biomedical Ltd., Psyence Labs Ltd. and Psyence Biomed II Corp. (incorporated by reference to Exhibit 10.3 to the Issuer's Report on Form 6-K furnished to the SEC on September 23, 2026). Schedule I -- Directors and Executive Officers of Psyence Labs Ltd. (filed herewith).