SCHEDULE 13D/A: Psyence Group Inc. Completes Full Divestment of Stake in Psyence Biomedical Ltd.

Sentiment:

Beneficial Ownership Change 12 May 2025 8:08 PM

Psyence Group Inc. has sold all of its common shares in Psyence Biomedical Ltd. between May 2, 2025, and May 9, 2025, and is no longer a beneficial owner of more than 5% of the Issuer's common shares.

Delay expectedThe date by which the conditions precedent for the Psylabs Purchase Agreement needed to be met was extended from October 31, 2024, to November 30, 2024.

Worse than expectedPsyence Group Inc., a life science biotechnology company, sold its entire stake in Psyence Biomedical Ltd., which could be perceived as a lack of confidence or a strategic shift away from the Issuer by a previously significant holder.

Summary

Psyence Group Inc. (PGI) has completed the sale of all its common shares in Psyence Biomedical Ltd. (the "Issuer").
The sales occurred in the open market at prevailing prices between May 2, 2025, and May 9, 2025.
As a result of these sales, PGI no longer beneficially owns any common shares of the Issuer and is no longer subject to Section 13(d) reporting requirements, making this its final filing.
The Issuer conducted a 7.97-to-1 reverse stock split effective May 5, 2025, and a 75-to-1 reverse stock split effective November 26, 2024, with all reported share figures on a post-split basis.
PGI initially acquired 8,364 Common Shares as consideration in connection with the closing of a Business Combination on January 25, 2024.
Further shares were acquired through the Psylabs Purchase Agreement, including 3,346 Common Shares on October 28, 2024, and an additional 32,248 Common Shares on December 17, 2024, as a make-whole payment due to the average VWAP being lower than $41.25.

Sentiment

Score: 3

Explanation: The complete divestment by a significant, and potentially related, shareholder (Psyence Group Inc.) is generally viewed negatively by the market as it may signal a lack of confidence or a strategic shift by the selling entity. While the filing itself is factual, the underlying action is unfavorable for the issuer.

Negatives

The complete divestment by Psyence Group Inc., a significant and seemingly related shareholder, could be perceived negatively by the market, potentially indicating a lack of confidence or a strategic shift away from the Issuer.

Future Outlook

The document does not provide any forward-looking statements or guidance from the Issuer.

Management Comments

"After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct." Adri Botha, CEO of Psyence Group Inc.

Industry Context

Psyence Group Inc. is a life science biotechnology company focused on natural psychedelics. The divestment by a seemingly related entity (Psyence Group Inc. from Psyence Biomedical Ltd.) could signal a strategic realignment within the broader psychedelics or biotech space, or simply a portfolio optimization by Psyence Group Inc. without specific industry-wide implications detailed in this filing.

Related Party Transactions

The Business Combination Agreement involved Psyence Group Inc. contributing its subsidiary, Psyence II, to Psyence Biomedical Ltd. in exchange for shares.
The Psylabs Purchase Agreement involved Psyence Biomedical Ltd. issuing shares to Psyence Group Inc. for Psyence Group Inc.'s 11.13% stake in Psyence Labs Ltd.

Stakeholder Impact

Shareholders of Psyence Biomedical Ltd. may view the complete divestment by Psyence Group Inc. as a negative signal, potentially leading to downward pressure on the stock price.
The final filing indicates that Psyence Group Inc. will no longer be a significant reporting shareholder, reducing transparency regarding its future involvement with Psyence Biomedical Ltd.

Key Dates

Date	Description
July 31, 2023	Date of Amended and Restated Business Combination Agreement (BCA).
November 9, 2023	Date of First Amendment to the Amended and Restated Business Combination Agreement.
November 13, 2023	Date of filing of Company's Registration Statement on Form F-4 (File No. 333-273553).
January 25, 2024	Closing of the Business Combination.
September 17, 2024	Date of Share Purchase and Sale Agreement (Psylabs Purchase Agreement).
September 20, 2024	Date of filing of Issuer's Current Report on Form 6-K related to Psylabs Purchase Agreement.
September 27, 2024	Date of Psylabs Purchase Agreement Addendum.
October 8, 2024	Date of filing of Issuer's Current Report on Form 6-K related to Psylabs Purchase Agreement Addendum.
October 28, 2024	Closing of transactions contemplated by the Psylabs Purchase Agreement.
November 26, 2024	Effective date of 75-to-1 reverse stock split of Common Shares.
November 30, 2024	Extended date for conditions precedent to be met for Psylabs Acquisition.
December 17, 2024	Date Company issued 32,248 Common Shares to Psyence Group Inc. pursuant to make-whole obligations.
January 15, 2025	Date for average VWAP calculation for make-whole payment under Psylabs Purchase Agreement Addendum.
May 2, 2025	Start date of the period during which Psyence Group Inc. sold all its common shares.
May 5, 2025	Effective date of 7.97-to-1 reverse stock split of Common Shares.
May 9, 2025	End date of the period during which Psyence Group Inc. sold all its common shares; date as of which Psyence Group Inc. no longer beneficially owned shares.
May 12, 2025	Date of signature for the Schedule 13D filing.

Recommendation

sell

Keywords

Psyence Biomedical Ltd., Psyence Group Inc., Schedule 13D, Share Sale, Divestment, Beneficial Ownership, Reverse Stock Split, SEC Filing, Biotechnology, Psychedelics

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