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Psyence Biomedical Announces Results from Annual and Special General Meeting, Share Consolidation and Receipt of Additional Staff Determination from Nasdaq

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Psyence Biomedical (Nasdaq: PBM) held its annual and special meeting with 43.5% shareholder participation, approving five key resolutions. Shareholders approved the appointment of auditors (90.84%), share consolidation (84.1%), 2023 Equity Incentive Plan (76.57%), and nomination of directors (>79.32%). The company will implement a 75-to-1 share consolidation effective November 22, 2024, to meet Nasdaq's minimum bid price requirements. Trading under PBM symbol will continue on November 25, 2024. Additionally, PBM received a Nasdaq Staff determination letter on November 7, noting non-compliance with the Low Priced Stocks Rule, as shares traded at $0.10 or less for ten consecutive days.

Psyence Biomedical (Nasdaq: PBM) ha tenuto la sua assemblea annuale e straordinaria con una partecipazione del 43,5% degli azionisti, approvando cinque risoluzioni chiave. Gli azionisti hanno approvato la nomina dei revisori (90,84%), la consolidazione delle azioni (84,1%), il Piano di Incentivi Azionari 2023 (76,57%) e la nomina dei direttori (>79,32%). L'azienda eseguirà una consolidazione delle azioni di 75 a 1 effettiva il 22 novembre 2024, per soddisfare i requisiti di prezzo minimo di offerta di Nasdaq. Le contrattazioni secondo il simbolo PBM continueranno il 25 novembre 2024. Inoltre, PBM ha ricevuto una lettera di determinazione dallo staff di Nasdaq il 7 novembre, che evidenziava la non conformità con la norma sulle azioni a basso prezzo, poiché le azioni sono state scambiate a $0,10 o meno per dieci giorni consecutivi.

Psyence Biomedical (Nasdaq: PBM) celebró su reunión anual y especial con una participación del 43,5% de los accionistas, aprobando cinco resoluciones clave. Los accionistas aprobaron la designación de auditores (90,84%), la consolidación de acciones (84,1%), el Plan de Incentivos de Capital 2023 (76,57%) y la nominación de directores (>79,32%). La compañía llevará a cabo una consolidación de acciones de 75 a 1 efectiva el 22 de noviembre de 2024, para cumplir con los requisitos de precio mínimo de oferta de Nasdaq. La negociación bajo el símbolo PBM continuará el 25 de noviembre de 2024. Además, PBM recibió una carta de determinación del personal de Nasdaq el 7 de noviembre, señalando el incumplimiento con la Regla de Acciones de Bajo Precio, ya que las acciones se negociaron a $0,10 o menos durante diez días consecutivos.

사이언스 바이오메디컬 (Nasdaq: PBM)은 주주 참여율 43.5%로 연례 및 특별 회의를 개최하여 다섯 가지 주요 결의를 승인했습니다. 주주들은 감사의 임명(90.84%), 주식 통합(84.1%), 2023 주식 인센티브 계획(76.57%), 이사 후보 추천(>79.32%)을 승인했습니다. 회사는 Nasdaq의 최소 매도 가격 요건을 충족하기 위해 2024년 11월 22일에 75 대 1 주식 통합을 시행할 예정입니다. PBM 기호로 거래는 2024년 11월 25일부터 계속됩니다. 또한, PBM은 11월 7일에 Nasdaq 직원 결정 통지를 받았으며, 이는 저가 주식 규정을 준수하지 않았음을 나타내며, 주식이 10일 연속으로 $0.10 이하에 거래되었습니다.

Psyence Biomedical (Nasdaq: PBM) a tenu sa réunion annuelle et spéciale avec une participation de 43,5% des actionnaires, approuvant cinq résolutions clés. Les actionnaires ont validé la nomination d'auditeurs (90,84%), la consolidation des actions (84,1%), le Plan d'Incitations en Actions 2023 (76,57%) et la nomination des administrateurs (>79,32%). L'entreprise procédera à une consolidation d'actions de 75 pour 1 à compter du 22 novembre 2024, afin de répondre aux exigences de prix d'offre minimum de Nasdaq. Le trading sous le symbole PBM continuera le 25 novembre 2024. De plus, PBM a reçu une lettre de détermination du personnel de Nasdaq le 7 novembre, notant un non-respect de la règle sur les actions à bas prix, alors que les actions ont été échangées à 0,10 $ ou moins pendant dix jours consécutifs.

Psyence Biomedical (Nasdaq: PBM) hielt seine jährliche und außerordentliche Hauptversammlung mit einer Beteiligung von 43,5% der Aktionäre, bei der fünf wichtige Beschlüsse genehmigt wurden. Die Aktionäre stimmten der Ernennung von Wirtschaftsprüfern (90,84%), der Aktienkonsolidierung (84,1%), dem Aktienoptionsplan 2023 (76,57%) und der Nominierung von Direktoren (>79,32%) zu. Das Unternehmen wird am 22. November 2024 eine 75 zu 1 Aktienkonsolidierung durchführen, um den Mindestangebotspreisanforderungen von Nasdaq gerecht zu werden. Der Handel unter dem Symbol PBM wird am 25. November 2024 fortgesetzt. Darüber hinaus erhielt PBM am 7. November einen Bestimmungsbrief von Nasdaq, in dem Non-Compliance mit der Regel für Niedrigpreisaktien festgestellt wurde, da die Aktien zehn Tage lang für $0,10 oder weniger gehandelt wurden.

Positive
  • High approval rates for all resolutions (>75%)
  • Implementation of 75-to-1 share consolidation to address Nasdaq compliance issues
Negative
  • Received Nasdaq delisting notice due to low stock price ($0.10 or less for 10 consecutive days)
  • Additional basis for potential delisting from Nasdaq
  • Low shareholder participation (43.5%) at annual meeting

Insights

The shareholder approval of a 75:1 share consolidation is a critical development for Psyence Biomedical as it attempts to maintain its Nasdaq listing. The company faces dual compliance issues: failing to meet the minimum bid price requirement and triggering the Low Priced Stocks Rule with shares trading at $0.10 or less. The consolidation will reduce the outstanding shares from approximately 50.3 million to about 671,000 shares, mathematically increasing the stock price by 75x.

However, this is merely a technical adjustment that doesn't address underlying business fundamentals or market capitalization. The company's aggressive 84.1% shareholder approval for consolidation and high voting participation of 43.5% shows strong support, but historical patterns suggest share consolidations often lead to continued price deterioration without accompanying fundamental improvements.

The company faces significant regulatory pressure with multiple Nasdaq compliance issues. The dual Staff Determination letters regarding both the minimum bid price requirement (Rule 5450) and the Low Priced Stocks Rule create a complex compliance challenge. While the share consolidation technically addresses these issues, the company must maintain the post-consolidation price levels to ensure continued listing.

The strong shareholder approval ratings across all resolutions, particularly the 90.84% approval for auditor appointment and solid support for director nominations, demonstrate proper corporate governance. However, the timing of implementation by November 22 suggests urgency in addressing the listing requirements, indicating potential risks to maintaining Nasdaq compliance even post-consolidation.

NEW YORK, Nov. 12, 2024 (GLOBE NEWSWIRE) -- 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 ForAbstentionsBroker Non-VotesVotes Against
19,873,54690.84%2,003,6549.16%----
        

Second Resolution: Share Consolidation

The share consolidation has been approved by approximately 84.1% of the votes cast.

Votes ForAbstentionsBroker Non-VotesVotes Against
18,397,59684.09%3,479,59515.91%90.0%--
        

Third Resolution: 2023 Equity Incentive Plan

The 2023 Equity Plan was approved by approximately 76.57% of the votes cast.

Votes ForAbstentionsBroker Non-Votes Votes Against
12,274,72076.57%3,755,97423.43%5,846,50626.72%--
        

Fourth Resolution: Nomination of Directors

All director nominees were approved by a vote of at least 79.32% of the shares cast.

 Votes ForAbstentionsBroker Non-VotesVotes Against
Jody
Aufrichtig
14,049,13487.64%1,981,56012.36%5,846,50626.72%--
Christopher
Bull
14,056,31187.68%1,974,38312.32%5,846,50626.72%--
Dr. Neil
Maresky
14,063,20687.73%1,967,48812.27%5,846,50626.72%--
Dr. Seth
Feuerstein
14,059,52587.70%1,971,16912.305,846,50626.72%--
Marc Balkin12,714,71279.32%3,315,98220.69%5,846,50626.72%--
         

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.

Nasdaq Delisting Notice

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.

About Psyence Biomed:

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
Phone: +1 416-477-1708

Investor Contact:
Jeremy Feffer
Managing Director
LifeSci Advisors
jfeffer@lifesciadvisors.com

Forward Looking Statements
This communication contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as "will likely result," "are expected to," "will continue," "is anticipated," "estimated," "believe," "intend," "plan," "projection," "outlook" or words of similar meaning.

Forward-looking statements in this communication include statements regarding effective date of the share consolidation referred to in this news release, the expected commencement date of its common stock trading on a split-adjusted basis and the decision regarding the Company’s continued listing on The Nasdaq Global Market. These forward-looking statements are based on a number of assumptions, including the assumption that there will be no delays in effecting the share consolidation.

There are numerous risks and uncertainties that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, among others: (i) delays in effecting the share consolidation (ii) the ability of Psyence Biomed to maintain the listing of its common shares and warrants on Nasdaq; (iii) the effectiveness of an increased pool of available shares under the 2023 Plan in incentivizing current employees and attracting future talent; and (iv) volatility in the price of the securities of Psyence Biomed due to a variety of factors, including the proposed share consolidation, changes in the competitive and highly regulated industries in which Psyence Biomed operates, variations in performance across competitors, changes in laws and regulations affecting Psyence Biomed’s business and changes in Psyence Biomed’s capital structure. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of the final prospectus (File No. 333-282468) filed with the Securities and Exchange Commission on October 10, 2024 and other documents filed by Psyence Biomed from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Actual results and future events could differ materially from those anticipated in such information. 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. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Except as required by law, Psyence Biomed does not intend to update these forward-looking statements.

The Company does not make any medical, treatment or health benefit claims about its proposed products. The U.S. Food and Drug Administration, Health Canada or other similar regulatory authorities have not evaluated claims regarding psilocybin, psilocybin analogues, or other psychedelic compounds or nutraceutical products. The efficacy of such products has not been confirmed by approved research. There is no assurance that the use of psilocybin, psilocybin analogues, or other psychedelic compounds or nutraceuticals can diagnose, treat, cure or prevent any disease or condition. Vigorous scientific research and clinical trials are needed. The Company has not conducted clinical trials for the use of the proposed products. Any references to quality, consistency, efficacy, and safety of potential products do not imply that the Company has verified such in clinical trials or that the Company will complete such trials. If the Company cannot obtain the approvals or research necessary to commercialize its business, it may have a material adverse effect on the Company’s performance and operations.


FAQ

What is the share consolidation ratio approved for Psyence Biomedical (PBM)?

Psyence Biomedical approved a 75-to-1 share consolidation ratio, effective November 22, 2024.

When will PBM stock begin trading on a split-adjusted basis?

PBM stock will begin trading on a split-adjusted basis on the Nasdaq Global Market on November 25, 2024.

Why did Psyence Biomedical (PBM) receive a Nasdaq delisting notice?

PBM received a delisting notice on November 7, 2024, because its shares traded at $0.10 or less for ten consecutive trading days, violating the Low Priced Stocks Rule.

What was the shareholder participation rate at PBM's November 2024 annual meeting?

The shareholder participation rate was 43.5%, representing 21,877,200 common shares out of 50,334,170 outstanding shares.

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