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Psyence Biomedical Ltd美股招股说明书(2025-11-20版)

2025-11-20 美股招股说明书 董亚琴
报告封面

This is a supplement (“Prospectus Supplement”) to the prospectus, dated November 20, 2025 (“Prospectus”), of PsyenceBiomedical Ltd. (the “Company”), which forms a part of the Company’s Registration Statement onFormF-1(RegistrationNo.333-289285),asamended or supplemented from time to time. This Prospectus Supplement is being filed to update and supplement theinformation included in the Prospectus with the information contained in our Report onForm6-K,furnishedto the U.S. Securities and This Prospectus Supplement should be read in conjunction with, and delivered with, the Prospectus and is qualified by referenceto the Prospectus except to the extent that the information in this Prospectus Supplement supersedes the information contained in the Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 13 of the Prospectus for adiscussion of information that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus supplement is November 20, 2025. Explanatory Note Psyence Biomedical Ltd. (the “Company”) is filing this Form 6-K to file its unaudited interim consolidated financial statements for thethree and six months ended September 30, 2025 and 2024 (the “Interim Financial Statements”), along with its corresponding EXHIBIT INDEX Exhibit No. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized. Dated: November 20, 2025 By:/s/ Jody AufrichtigName:Jody Aufrichtig Title:Chief Executive Officer and Director Psyence Biomedical Ltd.Unaudited Condensed Consolidated Interim Financial StatementsFor the three and six months ended September 30, 2025 and 2024Expressed in United States Dollars(USD $) Notes to the Condensed Consolidated Interim Financial Statements 1. Nature of operations and going concern Psyence Biomedical Ltd. (the“Company”or“PBM”), is a life science biotechnology company traded on the Nasdaq exchange(NASDAQ: PBM) that is focused on the development of botanical (nature derived, or non-synthetic) psilocybin-based psychedelicmedicines. The Company is working towards developing psychedelic therapeutics to treat mental health disorders. The Company is The Company’s registered office is at 121 Richmond Street West, PH Suite 1300, Toronto, Ontario M5H 2K1. On November 26, 2024, the Company consolidated its common shares and warrants on the basis of 75:1. On May 5, 2025, the Company consolidated its common shares and warrants on the basis of 7.97:1. All prior share capital informationhas been presented based on these ratios. 2. Basis of presentation Statement of compliance These Condensed Consolidated Interim Financial Statements have been prepared in accordance with IAS 34 Interim FinancialReporting as issued by the International Accounting Standards Board (“IASB”). Accordingly, certain disclosures included in annualconsolidated financial statements prepared in accordance with IFRS® Accounting Standards as issued by the International AccountingStandard Board (“IFRS”) have been condensed or omitted and these Unaudited Condensed Consolidated Interim Financial Statements The Condensed Consolidated Interim Financial Statements were authorized for issue on November 20, 2025 by the directors of theCompany. Basis of consolidation These Condensed Consolidated Interim Financial Statement incorporate the accounts of PBM and its subsidiaries performing ClinicalTrials. A subsidiary is an entity controlled by PBM and its results are consolidated into the financial results of the Company from the Control exists when an investor is exposed, or has the rights, to variable returns from the involvement with the investee and hasliability to affect those returns through its power over the investee. The subsidiaries of PBM as at September 30, 2025 and March 31, 2025 for the purpose of these Condensed Consolidated InterimFinancial Statements are as follows: Inter-company balances and transactions are eliminated upon consolidation. Functional and presentation currency These Condensed Consolidated Interim Financial Statements are presented in United States Dollars (“USD $”),which is also PBM’sfunctional currency. The USD $ represents the currency of the Company’s funding and is the currency of the primary economic 3. Material accounting policies These Condensed Consolidated Interim Financial Statements follow the same accounting policies, estimates, and methods ofapplication as our most recent Annual audited Consolidated Financial Statements. Accounting Standards Issued But Not Yet Effective A number of new standards, and amendme