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 February 2026
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
EXPLANATORY NOTE
Results of Annual and Special Meeting of Shareholders
On February 12, 2026, Psyence Biomedical Ltd. (the “Company”) held its adjourned
annual and special meeting of shareholders (the “Meeting”). As previously disclosed, the Meeting was adjourned from January
22, 2026 due to the absence of a quorum. As of December 23, 2025, the record date for the meeting there were 6,388,604 common shares outstanding.
At the Meeting, holders of 1,868,713 common shares, representing approximately 29.3% of the issued and outstanding common shares entitled
to vote at the Meeting, were present in person or represented by proxy. Accordingly, a quorum was present in accordance with the Company’s
organizational documents and applicable law.
At the Meeting, shareholders of the Company approved
each of the proposals presented, including (i) the election of each of the Company’s director nominees, (ii) the appointment of
MNP LLP as the Company’s auditors and authorization of the directors to fix their remuneration, and (iii) a special resolution approving
the proposed consolidation(s) of the Company’s common shares, each as more fully described in the Company’s management information
circular furnished in connection with the Meeting.
Detailed voting results for each proposal are set forth below:
Proposal No. 1 – Election of Directors.
| Nominee | |
For | | |
% For
(Votes
Cast) | | |
Withheld | | |
% Withheld
(Votes Cast) | |
| Jody Aufrichtig | |
| 1,670,527 | | |
| 89.39 | % | |
| 198,186 | | |
| 10.61 | % |
| Seth Feuerstein | |
| 1,671,344 | | |
| 89.44 | % | |
| 197,369 | | |
| 10.56 | % |
| Mark Balkin | |
| 1,670,253 | | |
| 89.38 | % | |
| 198,460 | | |
| 10.62 | % |
| Graham Mark Patrick | |
| 1,669,607 | | |
| 89.35 | % | |
| 199,106 | | |
| 10.65 | % |
| Warwick Corden-Lloyd | |
| 1,663,365 | | |
| 89.01 | % | |
| 205,348 | | |
| 10.99 | % |
Each of the nominees was elected as a director of the Company.
Proposal No. 2 – Appointment of Auditors.
| For | | |
% For (Votes Cast) | | |
Withheld | | |
% Withheld (Votes Cast) | |
| | 1,782,629 | | |
| 95.39% | | |
| 86,084 | | |
| 4.61% | |
The appointment of MNP LLP as auditors and authorization for the directors
to fix their remuneration was approved.
Proposal No. 3 – Share Consolidation.
| For | | |
% For (Votes Cast) | | |
Withheld | | |
% Withheld (Votes Cast) | |
| | 1,406,877 | | |
| 75.29% | | |
| 461,836 | | |
| 24.71% | |
The special resolution approving the proposed consolidations of the
Company’s common shares was approved. A copy of the press release announcing the results of the Meeting is furnished as Exhibit
99.1 to this Form 6-K.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1* |
|
Press Release, dated February 13, 2026. |
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: February 19, 2026
| Psyence Biomedical Ltd. |
|
| |
|
|
| By: |
/s/ Jody Aufrichtig |
|
| Name: |
Jody Aufrichtig |
|
| Title: |
Chief Executive Officer and Director |
|
4
eXHIBIT 99.1
Psyence BioMed Announces Results of Annual and
Special Meeting of Shareholders
NEW YORK – February 13, 2026 –
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 the voting results from its
Annual and Special Meeting of Shareholders (the “Meeting”), held at 9:00 a.m. Eastern Time on February 12, 2026. Shareholders
voted in favour of all matters of business presented at the Meeting, including the election of directors, the appointment of auditors
and the approval of share consolidation authority for the board of directors (the “Board”).
All director nominees listed in the Company’s
management information circular dated January 2, 2026 were duly elected as directors of the Company to hold office until the next annual
meeting of shareholders or until their successors are elected or appointed. Shareholders approved the appointment of MNP LLP as the Company’s
auditors for the ensuing year and authorized the Board to fix the auditors’ remuneration. Shareholders further approved a special
resolution authorizing the Board, in its sole discretion, to implement one or more consolidations of the Company’s issued and outstanding
common shares, at a ratio of up to 250:1, with such consolidation(s) to be implemented, if at all, at a time and ratio to be determined
by the Board.
The Company will provide additional disclosure
if and when the Board determines to implement any share consolidation, including the final consolidation ratio and effective date, subject
to applicable regulatory and exchange approvals.
Further details regarding the matters voted on
at the Meeting are set out in the Company’s management information circular, which is available under the Company’s profile
on EDGAR.
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. We are 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
Investor Contact:
Michael Kydd
Investor Relations Advisor
michael@psyencebiomed.com
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 discretion of the Board to implement a share consolidation of the Company’s issued and outstanding common
shares. These statements are based on current assumptions and expectations, including assumptions regarding the Company’s ability
to maintain compliance with Nasdaq’s continued listing standards. These assumptions may prove incorrect. There can be no assurance
as to when a share consolidation will be implemented, if at all. There are numerous risks and uncertainties that may cause actual results
or performance to differ materially from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, among others: (i)
the Company’s ability to maintain compliance with Nasdaq’s continued listing standards; (ii) potential volatility in the Company’s
share price following the results of the Meeting; (iii) changes in the regulatory, competitive, and economic landscape; and (iv) risks
associated with the Company’s development plans and clinical trials. 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.
