NEW YORK, November 12, 2024 — Psyence Biomedical Ltd. (Nasdaq: PBM) (“Psyence Biomed” or the “Company”) today announced the voting results for each of the matters presented at the Company’s annual and special meeting of shareholders held on November 12, 2024 (the “Meeting”).
Shareholders were represented in person or by proxy at the meeting holding 21,877,200 common shares, representing approximately 43.5% of Psyence Biomed’s 50,334,170 issued and outstanding common shares as of October 10, 2024, the record date for the Meeting. At the Meeting, a total of five resolutions (the “Resolutions” and each a “Resolution”) were submitted to and approved by the Company’s shareholders. Each of the Proposals are described in detail in the Company’s Management Information Circular filed as Exhibit 99.1 to the Current Report on Form 6-K filed by the Company with the U.S. Securities and Exchange Commission on October 23, 2024. The final results for the votes for each Proposal are set forth below.
First Resolution: Appointment of Auditors
The appointment of auditors was approved by approximately 90.84% of the votes cast.
| Votes For | Abstentions | Broker Non-Votes | Votes Against |
| 19,873,546 | 90.84% | 2,003,654 | 9.16% | – | – | – | – |
Second Resolution: Share Consolidation
The share consolidation has been approved by approximately 84.1% of the votes cast.
| Votes For | Abstentions | Broker Non-Votes | Votes Against |
| 18,397,596 | 84.09% | 3,479,595 | 15.91% | 9 | 0.0% | – | – |
Third Resolution: 2023 Equity Incentive Plan
The 2023 Equity Plan was approved by approximately 76.57% of the votes cast.
| Votes For | Abstentions | Broker Non-Votes | Votes Against |
| 12,274,720 | 76.57% | 3,755,974 | 23.43% | 5,846,506 | 26.72% | – | – |
Fourth Resolution: Nomination of Directors
All director nominees were approved by a vote of at least 79.32% of the shares cast.
| Votes For | Abstentions | Broker Non-Votes | Votes Against |
| Jody Aufrichtig | 14,049,134 | 87.64% | 1,981,560 | 12.36% | 5,846,506 | 26.72% | – | – |
| Christopher Bull | 14,056,311 | 87.68% | 1,974,383 | 12.32% | 5,846,506 | 26.72% | – | – |
| Dr. Neil Maresky | 14,063,206 | 87.73% | 1,967,488 | 12.27% | 5,846,506 | 26.72% | – | – |
| Dr. Seth Feuerstein | 14,059,525 | 87.70% | 1,971,169 | 12.30 | 5,846,506 | 26.72% | – | – |
| Marc Balkin | 12,714,712 | 79.32% | 3,315,982 | 20.69% | 5,846,506 | 26.72% | – | – |
Fifth Resolution: Share Consolidation
Psyence Biomed also announced today that the shareholders have approved the consolidation ratio for the proposed consolidation of the Company’s issued and outstanding common shares on the basis of up to one new common share for every 75 existing common shares. On November 12, 2024, following the Meeting, the Board of Directors determined that it was in the best interests of the Company to effect a share consolidation based on a ratio of 75-to-1.
The consolidation is being implemented to increase the per share trading price of the Company’s common stock to meet the minimum bid price requirements of Nasdaq Listing Rule 5450(a)(1) (the “Nasdaq Rule 5450”).
The consolidation is expected to become effective at 5PM ET on November 22, 2024. Psyence Biomed expects its common stock to begin trading on a split-adjusted basis on the Nasdaq Global Market as of the commencement of trading on November 25, 2024.
Psyence Biomed’s common stock will continue to trade on the Nasdaq Global Market under the symbol “PBM” following the consolidation, with a new CUSIP number of 74449F209. As a result of the consolidation, every 75 shares of Psyence Biomed’s common stock issued and outstanding will be automatically reclassified into one new common share. No fractional common shares of the Company will be issued if, as a result of the consolidation, a shareholder would otherwise be entitled to a fractional share. Instead, any fractional common shares resulting from the consolidation will be rounded down to the nearest whole share if the fraction is less than one-half of a share and will be rounded up to the nearest whole share if the fraction is at least one-half or a share. The shares underlying the Company’s outstanding equity awards and warrants will be adjusted accordingly. The consolidation affects all shareholders uniformly and will not alter any shareholder’s percentage interest in the Company’s common stock, except for adjustments that may result from the treatment of fractional shares.
Continental Stock Transfer & Trust Company is acting as the exchange agent and transfer agent for the consolidation. Shareholders holding their shares in book-entry form or in brokerage accounts need not take any action in connection with the consolidation. Beneficial holders are encouraged to contact their bank, broker or custodian with any procedural questions.
On November 7, 2024, Psyence Biomed received a Staff determination letter (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company of the Staff’s determination that, as of November 6, 2024, the Company’s Shares had a closing bid price of $0.10 or less for ten consecutive trading days. Accordingly, the Company is subject to the provisions contemplated pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iii) (the “Low Priced Stocks Rule”), which serves as an additional basis (in addition to a previously announced Staff Determination Letter that the Company was not compliance with Nasdaq Rule 5450) to delist the Company’s securities from Nasdaq.
Psyence Biomedical Ltd. (Nasdaq: PBM) is one of the world’s few vertically integrated biopharmas with a focus on psychedelic-based pharmaceutical therapeutics. The first life science biotechnology company developing nature-derived (non-synthetic) psilocybin-based psychedelic medicine to be listed on Nasdaq, Psyence is initially working to address the unmet needs of patients who suffer from mental health disorders in the context of Palliative Care. The name “Psyence” combines the words “psychedelics” and “science” to affirm Psyence Biomed’s commitment to an evidence-based approach to innovation as it works to develop safe and effective, FDA-approved, nature-derived psychedelic therapeutics to treat 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
jfeffer@lifesciadvisors.com