Psyence Biomedical (PBM) adds intraday stock sale option with White Lion

Rhea-AI Filing Summary

Psyence Biomedical Ltd. updated its common stock purchase agreement with White Lion Capital to add a new intraday share sale option. During the commitment period, Psyence can issue an Intraday Purchase Notice requiring White Lion to buy common shares up to 5% of the Average Daily Trading Volume per notice.

The purchase price is the lowest traded price during a one-hour valuation window after White Lion’s written acceptance, subject to a floor price set in each notice. White Lion must consent within 15 minutes and settle within two business days. In connection with the amendment, White Lion will pay Psyence a $22,000 legal document preparation fee.

Key Figures

Intraday Purchase Notice Limit: 5% of Average Daily Trading Volume Legal document preparation fee: $22,000 Consent response time: 15 minutes +2 more

5 metrics

Intraday Purchase Notice Limit 5% of Average Daily Trading Volume Maximum shares per Intraday Purchase Notice

Legal document preparation fee $22,000 Paid by White Lion within two Business Days of amendment effective date

Consent response time 15 minutes Time for White Lion to accept an Intraday Purchase Notice

Intraday Valuation Period 1 hour Price set as lowest traded price during this period after acceptance

Settlement period 2 Business Days Time for White Lion to wire purchase amount after acceptance

Key Terms

Intraday Purchase Notice, Average Daily Trading Volume, Commitment Period, floor price, +1 more

5 terms

Intraday Purchase Notice financial

"deliver an “Intraday Purchase Notice” to White Lion, requiring White Lion to purchase"

Average Daily Trading Volume financial

"not to exceed five percent (5%) of the Average Daily Trading Volume"

The average daily trading volume is the typical number of shares or units of a security that change hands each trading day, calculated over a set period. It tells investors how active a market is—like average traffic on a road—so higher volume usually means easier, faster trades and smaller price swings when buying or selling, while low volume can make orders harder to fill and cause bigger price moves.

Commitment Period financial

"which the Company may, during the Commitment Period, deliver an “Intraday Purchase Notice”"

floor price financial

"subject to a floor price specified in the applicable notice"

The floor price is the minimum price at which a security, asset, or offering will be sold or accepted, acting like a seller’s “bottom line” or a reserve in an auction. For investors it matters because it sets a visible downside limit and can influence trading, valuation, and expectations of risk—like knowing there’s a safety net that a sale won’t go below a set level.

Business Days financial

"Settlement of any Intraday Purchase Notice will occur within two (2) Business Days"

Business days are the calendar days when banks, stock exchanges and government offices are open for routine operations—typically Monday through Friday, excluding public holidays in the relevant country. For investors they matter because many deadlines, trade settlements and official filings are measured in business days rather than calendar days, like using a workweek clock instead of including weekends and holidays when planning transactions or expecting responses.

Form 6-K: How Foreign Companies Report to the SEC →

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 April 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 April 19, 2026, Psyence Biomedical Ltd. (the “Company”) entered into Amendment No. 3 to the Common Stock Purchase Agreement (the “Amendment”) with White Lion Capital, LLC (“White Lion”), amending the Common Stock Purchase Agreement dated July 25, 2024, as previously amended by Amendment No. 1 on December 20, 2024 and Amendment No. 2 on November 4, 2025 (as amended, the “Purchase Agreement”).

The Amendment adds a new purchase mechanism to the Purchase Agreement pursuant to which the Company may, during the Commitment Period, deliver an “Intraday Purchase Notice” to White Lion, requiring White Lion to purchase a number of common shares of the Company (the “Common Shares”) not to exceed five percent (5%) of the Average Daily Trading Volume (the “Intraday Purchase Notice Limit”). Under the Intraday Purchase mechanism, White Lion must provide written consent to accept an Intraday Purchase Notice within 15 minutes of delivery; failure to do so will render the applicable notice void. The purchase price for shares sold pursuant to an Intraday Purchase Notice is the lowest traded price of the Common Shares during the one (1) hour period following White Lion’s written acceptance (the “Intraday Valuation Period”), subject to a floor price specified in the applicable notice. Settlement of any Intraday Purchase Notice will occur within two (2) Business Days of the applicable acceptance date, with White Lion delivering the applicable purchase amount by wire transfer of immediately available funds.

The Amendment also amends and restates Section 5.1 of the Purchase Agreement to reflect the addition of the Intraday Purchase Notice mechanism, and amends the definition of “Purchase Notice” to include the new Intraday Purchase Notice Form (Exhibit G).

In connection with the Amendment, White Lion has agreed to pay the Company a legal document preparation fee of $22,000 within two (2) Business Days of the Amendment effective date. Except as modified by the Amendment, the Purchase Agreement continues in full force and effect in accordance with its terms.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Report on Form 6-K and is incorporated herein by reference.

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EXHIBIT INDEX

Exhibit No.		Description
10.1		Amendment No. 3 to Common Stock Purchase Agreement, dated April 19, 2026, by and between Psyence Biomedical Ltd. and White Lion Capital, LLC (filed herewith).

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SIGNATURES

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.

PSYENCE BIOMEDICAL LTD.

Dated: April 20, 2026

/s/ Jody Aufrichtig

Jody Aufrichtig

Chief Executive Officer and Director

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FAQ

What change did Psyence Biomedical (PBM) make to its White Lion agreement?

Psyence Biomedical added an intraday purchase mechanism to its common stock purchase agreement with White Lion Capital. This lets Psyence require White Lion to buy shares during the commitment period, under defined volume and pricing terms tied to market trading.

How does the new Intraday Purchase Notice work for Psyence Biomedical (PBM)?

Under an Intraday Purchase Notice, Psyence can require White Lion to buy common shares, capped at 5% of Average Daily Trading Volume per notice. White Lion must consent within 15 minutes, and settlement occurs within two business days after acceptance.

How is the share purchase price determined under Psyence Biomedical’s new intraday mechanism?

For each accepted Intraday Purchase Notice, the share purchase price equals the lowest traded price of Psyence’s common shares during a one-hour valuation period after acceptance, subject to a floor price specified in that notice to protect against excessively low executions.

What fee will White Lion pay Psyence Biomedical (PBM) in connection with this amendment?

In connection with the amendment adding the intraday mechanism, White Lion agreed to pay Psyence Biomedical a legal document preparation fee of $22,000. This fee is payable within two business days of the amendment’s effective date, providing Psyence with immediate cash compensation.

Does the amendment change Psyence Biomedical’s existing Purchase Agreement with White Lion?

The amendment mainly adds the Intraday Purchase Notice mechanism and updates related definitions. Apart from these changes and the $22,000 fee arrangement, the existing common stock purchase agreement otherwise continues in full force and effect according to its original terms.

What timing rules apply when Psyence Biomedical (PBM) uses an Intraday Purchase Notice?

When Psyence delivers an Intraday Purchase Notice, White Lion has 15 minutes to provide written consent. After acceptance, a one-hour valuation period sets pricing, and settlement must occur within two business days by wire transfer of immediately available funds.

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 AMENDMENT NO. 3 TO COMMON STOCK PURCHASE AGREEMENT, DATED APRIL 19, 2026, BY AND 28.7 KB