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 September 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 September 25, 2026, Texas Ibogaine Research
Corporation (“TIRC”), a wholly-owned Texas subsidiary of Psyence Biomedical Ltd. (the “Company”), entered
into a binding term sheet (the “Term Sheet”) with Psyence Labs Ltd. (“PsyLabs”). Under the Term Sheet,
PsyLabs will grant TIRC an exclusive license in the United States to PsyLabs’ know-how, trade secrets, cultivation, extraction and processing
methods, analytical methods, specifications, standard operating procedures, batch records and technical and regulatory information relating
to its pharmaceutical-grade ibogaine hydrochloride, to the extent necessary or useful to develop, manufacture and commercialize ibogaine
drug candidates in the United States. PsyLabs will be TIRC’s exclusive supplier of ibogaine, and TIRC will be appointed PsyLabs’ exclusive
wholesaler and distributor of that product in the United States. PsyLabs retains all rights outside the United States. In consideration,
TIRC will pay PsyLabs’ development and regulatory milestone payments totaling up to approximately US$1.3 million for the first drug
candidate, an annual exclusivity fee commencing on the first anniversary of the first FDA approval and creditable against royalties, and
a low single-digit percentage royalty on net sales of each drug candidate, together with a margin-sharing arrangement on any resale of
product by TIRC.
TIRC’s exclusivity is conditional on TIRC purchasing
all of its requirements of ibogaine for the United States exclusively from PsyLabs, subject to customary supply-failure step-in rights
in favor of TIRC. TIRC’s exclusivity is also expected to be subject to minimum United States development and/or sales performance thresholds
to be set out in the Definitive Agreement (as defined below).
The Term Sheet is binding on the parties and is
intended to be superseded and replaced by a definitive agreement to be negotiated and concluded between the parties (the “Definitive
Agreement”). If the Definitive Agreement is not signed by both parties on or before November 30, 2026, which date may be extended
by written agreement of the parties, the Term Sheet will automatically lapse and cease to have any further force or effect, without prejudice
to rights or obligations that have accrued or that expressly survive. Until the Definitive Agreement becomes effective, the Term Sheet
governs the matters set out in it as a binding agreement between the parties.
PsyLabs is a significant shareholder of the Company,
the Company holds an ownership interest in PsyLabs, and certain members of the Company’s management are affiliates of PsyLabs and have
financial interests in PsyLabs. As a result, the Term Sheet constitutes a related-party transaction.
A copy of the Term Sheet, with certain portions
redacted, is filed as Exhibit 10.1 to this Form 6-K and is incorporated herein by reference. The foregoing description of the Term Sheet
does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Sheet, which is filed as Exhibit
10.1 hereto.
On September 28, 2026, the Company issued a press
release titled “Psyence BioMed Announces Exclusive U.S. Ibogaine License for Texas Ibogaine Research Corporation” announcing
the entry into the Term Sheet. A copy of this press release is furnished as Exhibit 99.1 to this Form 6-K and is incorporated herein by
reference.
This Report on Form 6-K, including Exhibit 10.1
(but excluding Exhibit 99.1 hereto), is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No.
333-298570), as amended or supplemented, and shall be deemed to be a part thereof from the date on which this Report is furnished, to
the extent not superseded by documents or reports subsequently filed or furnished by the Company.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 10.1 |
|
Binding Term Sheet, dated September 25, 2026, by and between Psyence Labs Ltd. and Texas Ibogaine Research Corporation.† |
| 99.1* |
|
Press Release, dated September 28, 2026, titled “Psyence BioMed Announces Exclusive U.S. Ibogaine Licence for Texas Ibogaine Research Corporation.” |
| † | Certain portions of this exhibit (indicated by “[***]”)
have been omitted because they are both (i) not material and (ii) the type of information that the registrant treats as private or confidential. |
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: September 28, 2026
| Psyence Biomedical Ltd. |
|
| |
|
|
| By: |
/s/ Warwick Corden-Lloyd |
|
| Name: |
Warwick Corden-Lloyd |
|
| Title: |
Chief Financial Officer |
|
Exhibit 99.1
FOR IMMEDIATE RELEASE
Psyence BioMed Announces Exclusive U.S. Ibogaine
Licence for Texas Ibogaine Research Corporation
Binding term sheet with PsyLabs provides Psyence
BioMed’s Texas subsidiary with exclusive U.S. development, supply and distribution rights to PsyLabs’ pharmaceutical-grade
ibogaine, subject to a definitive agreement
HIGHLIGHTS
| ● | Binding term sheet grants exclusive United States license,
supply and distribution rights to PsyLabs’ pharmaceutical-grade ibogaine to Texas Ibogaine Research Corporation, Psyence BioMed’s
wholly-owned Texas subsidiary |
| ● | License covers PsyLabs’ know-how, manufacturing methods,
specifications and technical and regulatory information relating to its pharmaceutical-grade ibogaine hydrochloride |
| ● | Definitive agreement to be concluded by November 30, 2026;
TIRC to lead U.S. regulatory strategy and development of ibogaine drug candidates |
NEW YORK, September 28, 2026 (GLOBE
NEWSWIRE) — Psyence Biomedical Ltd. (Nasdaq: PBM) (“Psyence BioMed” or the “Company”) today announced that
its wholly-owned Texas subsidiary, Texas Ibogaine Research Corporation (“TIRC”), has entered into a binding term sheet with
Psyence Labs Ltd. (“PsyLabs”) under which PsyLabs will grant TIRC an exclusive license, supply and wholesale distribution
arrangement for PsyLabs’ pharmaceutical-grade ibogaine in the United States. The term sheet is binding on the parties and is to
be superseded by a definitive agreement, which the parties have agreed to conclude on or before November 30, 2026; if a definitive agreement
is not signed by that date, the term sheet will lapse.
Under the term sheet, PsyLabs will
grant TIRC an exclusive license in the United States to PsyLabs’ know-how, trade secrets, cultivation, extraction and processing
methods, analytical methods, specifications, standard operating procedures, batch records and technical and regulatory information relating
to its pharmaceutical-grade ibogaine hydrochloride, to the extent necessary or useful to develop, manufacture and commercialize ibogaine
drug candidates in the United States. PsyLabs will be TIRC’s exclusive supplier of ibogaine, and TIRC will be appointed PsyLabs’
exclusive wholesaler and distributor of that product in the United States. PsyLabs retains all rights outside the United States. In consideration,
TIRC will pay PsyLabs development and regulatory milestone payments totaling up to approximately US$1.3 million for the first drug candidate,
an annual exclusivity fee commencing on the first anniversary of the first FDA approval and creditable against royalties, and a low single-digit
percentage royalty on net sales of each drug candidate, together with a margin-sharing arrangement on any resale of product by TIRC. TIRC’s
exclusivity is conditional on TIRC sourcing all of its ibogaine requirements for the United States from PsyLabs, subject to customary
supply-failure step-in rights, and is expected to be subject to minimum development or sales performance thresholds to be set out in the
definitive agreement. PsyLabs, which is a significant shareholder of Psyence BioMed and in which Psyence BioMed holds an ownership interest,
is licensed in its operating jurisdiction to cultivate, extract and export ibogaine and operates from an ISO 22000 and GMP-compliant production
and processing facility.
TIRC, which is wholly-owned and financed
by Psyence BioMed, intends to pursue a U.S. ibogaine development program under the license, subject to conclusion of the definitive agreement
and to the manufacturing, nonclinical and regulatory work required before any clinical investigation can be proposed.
“Exclusivity matters. This term sheet
is intended to give TIRC a defined position in U.S. ibogaine development, backed by access to PsyLabs’ material, manufacturing know-how
and technical documentation. For any federal agency, state programme or clinical partner, we believe that the question of who to work
with on ibogaine in the USA has a clear answer.”
| — | Jody Aufrichtig, Chief Executive Officer, Psyence BioMed
and Texas Ibogaine Research Corporation |
“This term sheet is intended to give
TIRC access to PsyLabs’ material, know-how and technical and regulatory documentation, which we believe will allow our development
programme to start at speed rather than from scratch. We believe that very few compounds anywhere come with this much of the groundwork
already done; and most importantly we believe that it gets us closer to being able to offer treatment to patients in need.”
| — | Dr. John Thorne, Project Lead, Texas Ibogaine Research
Corporation |
The Company intends to provide further
updates as TIRC advances through manufacturing, regulatory and clinical milestones under the license, including conclusion of the definitive
agreement.
ABOUT PSYENCE BIOMED
Psyence Biomedical Ltd. (Nasdaq: PBM) is a Nasdaq-listed
company with its subsidiary, Texas Ibogaine Research Corporation, headquartered in Texas. It is one of the few multi-asset, vertically
integrated biopharmaceutical companies specializing in neuroplastogen-based therapeutics and the manufacture of pharmaceutical-grade drug
candidates. It is the first life sciences biotechnology company focused on developing nature-derived, non-synthetic psilocybin and ibogaine-based
neuroplastogen medicine to be listed on Nasdaq. The Company is dedicated to addressing unmet mental health needs and is committed to an
evidence-based approach to developing safe, effective and FDA-approved nature-derived neuroplastogen treatments across a range of mental
health disorders.
ABOUT PSYLABS
PsyLabs is a neuroplastogen active pharmaceutical
ingredient development company, federally licensed in its operating jurisdiction to cultivate, extract and export psilocybin mushrooms
and other neuroplastogen compounds, including psilocybin, psilocin, mescaline, ibogaine and dimethyltryptamine, to lawful medical and
research markets. PsyLabs operates from an ISO 22000 and GMP-compliant facility, with a focus on natural compound purification, regulatory
support and global distribution. www.psylabs.life
CONTACTS
Psyence Biomedical Ltd. · ir@psyencebiomed.com
· media@psyencebiomed.com · info@psyencebiomed.com · +1 416-477-1708
Investor contact: Michael Kydd, Investor Relations
Advisor — michael@psyencebiomed.com
FORWARD-LOOKING STATEMENTS
This communication contains “forward-looking
statements” within the meaning of applicable securities laws, including the U.S. Private Securities Litigation Reform Act of 1995.
These include statements regarding the negotiation and conclusion of a definitive agreement with PsyLabs; the scope, duration, exclusivity
and expected benefits of the license, supply and distribution arrangements; the milestone, exclusivity fee and royalty payments that may
become payable; TIRC’s intended role in United States ibogaine development, supply and distribution; the manufacturing, nonclinical,
regulatory and clinical activities TIRC intends to pursue; and the Company’s expected participation in federal and state programs.
Forward-looking statements may be identified by words such as “will,” “expects,” “intends,” “plans,”
“anticipates,” “believes,” “estimates” and similar expressions.
These statements are based on assumptions regarding
government policy, continued interest in regulated neuroplastogen research, the availability of lawful development pathways, and the Company’s
ability to maintain licenses, permits, supply arrangements and third-party relationships. These assumptions may prove incorrect. Risks
and uncertainties that could cause actual results to differ materially include the possibility that the definitive agreement is not concluded
by November 30, 2026, or at all, or is concluded on terms that differ from the term sheet; that the license is terminated, narrowed, converted
to a non-exclusive license or disputed; that TIRC’s exclusivity becomes subject to minimum performance thresholds that TIRC does
not meet; that licensed rights prove insufficient for the intended program; dependence on PsyLabs as exclusive licensor and supplier,
and TIRC’s obligation to source ibogaine exclusively from PsyLabs; that the arrangements are between related parties and the terms
agreed may differ from those that would be agreed between unrelated parties; changes in law, regulation or enforcement priorities in the
United States, Southern Africa or elsewhere; the continuing status of ibogaine as a controlled substance; clinical, regulatory and approval
risks; competition, including from parties developing ibogaine outside the licensed estate; financing risks; and the Company’s ability
to maintain compliance with Nasdaq continued listing standards. This list is not exhaustive. These risks should be considered together
with the risk factors described in the “Risk Factors” section of the Company’s Annual Report on Form 20-F for the fiscal
year ended March 31, 2026 and in the Company’s other filings with the U.S. Securities and Exchange Commission. 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. Readers should not place undue reliance on forward-looking
statements, which speak only as of the date made. Except as required by law, the Company undertakes no obligation to update such statements.
The Company makes no medical, treatment or health
benefit claims regarding its proposed products. The U.S. Food and Drug Administration, Health Canada and other regulatory authorities
have not approved ibogaine or the Company’s other neuroplastogen compounds for therapeutic use, and their safety and efficacy have
not been established through authorized clinical research. Rigorous scientific research and clinical trials are required. Any references
to ibogaine stock, inventory or doses are the Company’s best estimates only. References to GMP-compliant mean production in a facility
designed, operated and controlled in accordance with applicable Good Manufacturing Practice standards, and do not themselves constitute
a representation of formal certification or approval by any regulatory authority unless expressly stated. References to a planned clinical
trial describe an activity under evaluation only; no trial has been commenced, and no regulatory application in respect of it has been
filed or accepted.
This communication is not an offer to sell or
a solicitation of an offer to buy any securities.
