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
On February 9, 2026, Psyence Biomedical Ltd. (the “Company”)
entered into a Settlement Agreement (the “Settlement Agreement”) with KAOS Capital Ltd. (“KAOS”) and Adam Arviv
(“Arviv,” and together with KAOS, collectively, the “KAOS Group”) to resolve a direct shareholder claim and related
litigation commenced by the KAOS Group in the Ontario Superior Court of Justice.
Under the terms of the Settlement Agreement, the Company agreed to
pay KAOS an aggregate amount of $1,500,000 USD in full and final settlement of all claims between the parties, and KAOS agreed to, among
other terms, sell all of its 50,220 shares of common stock of the Company to a third party designated by the Company, at a price of $5.00
USD per share (the “Settlement”).
The foregoing description of the Settlement Agreement is qualified
in its entirety by reference to the full text of the Settlement Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein
by reference.
A copy of the press release announcing the Settlement is furnished
as Exhibit 99.1 to this Form 6-K.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 10.1* |
|
Settlement Agreement, dated February 9, 2026, by and among KAOS Capital Ltd., Adam Arviv, and Psyence Biomedical Ltd. |
| 99.1* |
|
Press Release, dated February 11, 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 12, 2026
| Psyence Biomedical Ltd. |
|
| |
|
|
| By: |
/s/ Jody Aufrichtig |
|
| Name: |
Jody Aufrichtig |
|
| Title: |
Chief Executive Officer and Director |
|
Exhibit 99.1
Psyence BioMed Announces Settlement of Shareholder
Litigation
NEW YORK – February 11, 2026 –
Psyence Biomedical Ltd. (Nasdaq: PBM) (“Psyence BioMed” or the “Company”) today announced that it has
entered into a settlement agreement to resolve a direct shareholder claim made by KAOS Capital Ltd (“KAOS”). The claim,
originally made on January 14, 2026, and amplified on January 26, 2026, alleged, among other things, improper and oppressive actions on
the part of the Company against KAOS, resulting in KAOS suffering alleged damages (the “KAOS Allegations”). The Company,
its board of directors (“Board”) and officers have denied the allegations and believe they are unsubstantiated and meritless.
Application Hearing
On January 16, 2026, KAOS issued a notice of application
(the “Application”) in the Ontario Superior Court (the “Court”) with respect to the KAOS Allegations
and sought, among other remedies, to adjourn the shareholders’ meeting of the Company originally scheduled for January 22, 2026. On January
21, 2026, the Court dismissed the Application and ordered KAOS to pay the Company’s costs fixed in the amount of CDN $75,000 (the “Costs
Award”).
Terms of the Settlement
Under the terms of the settlement, the Company
will pay an aggregate amount of US $1,500,000 to KAOS and the Company has agreed to release KAOS from any obligation to pay the Costs
Award. Furthermore, KAOS agrees that it will sell, or cause to be sold, all the common shares held by it in the Company to a third party
designated by the Company at a price of US $5 per share. The settlement also includes a full retraction of the unproven KAOS Allegations,
a full mutual release of all claims between the parties and such other customary undertakings of a settlement of this nature. The settlement
represents a compromise of disputed claims and does not constitute an admission of liability or wrongdoing by the Company, the Board or
any of its officers.
Financial Impact
The Company expects that the settlement will be
funded by cash on hand and will be recorded in accordance with applicable accounting standards. Although the Company, the Board and its
officers deny any wrongdoing, they have opted for a settlement to avoid further litigation, disruption to the Company’s business, and
the significant costs related thereto.
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.
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 implementation of the settlement terms. These statements are based on current assumptions and expectations,
including that the settlement terms will not be challenged, the parties shall fulfil their respective obligations, and the Company will
receive all such regulatory approvals to implement the settlement as may be required. These assumptions may prove incorrect. 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 or challenges in implementing the settlement terms; (ii) the Company’s ability to maintain compliance with Nasdaq’s continued
listing standards; (iii) potential volatility in the Company’s share price following the implementation of the settlement terms; (iv)
changes in the regulatory, competitive, and economic landscape; and (v) 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’s product candidates are investigational and have not been approved
by any regulatory authority for use in the treatment of any disease or condition, and clinical results (if any) may not be indicative
of future results. 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.
