Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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PSYENCE BIOMEDICAL LTD. (Name of Issuer) |
Common Stock, without par value (Title of Class of Securities) |
74449F308 (CUSIP Number) |
Adam Arviv KAOS Capital Ltd., 118 Yorkville Avenue, Suite 604 Toronto, Ontario, A6, M5R 1C2 (416) 930-1221 James Lacey Norton Rose Fulbright US LLP, 1301 Avenue of the Americas New York, NY, 10019-6022 (212) 318-3189 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/25/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 74449F308 |
| 1 |
Name of reporting person
KAOS Capital Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
313,876.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.77 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, IV |
Comment for Type of Reporting Person:
*Based on 1,872,051 shares of Common Stock outstanding on September 30, 2025, as reported in the Issuer's Unaudited Condensed Consolidated Financial Statements for the three and six months ended September 30, 2025 and 2024 as attached to Form 6-K filed with the Securities and Exchange Commission on November 20, 2025.
SCHEDULE 13D
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| CUSIP No. | 74449F308 |
| 1 |
Name of reporting person
Adam Arviv | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
313,876.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.77 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
*Based on 1,872,051 shares of Common Stock outstanding on September 30, 2025, as reported in the Issuer's Unaudited Condensed Consolidated Financial Statements for the three and six months ended September 30, 2025 and 2024 as attached to Form 6-K filed with the Securities and Exchange Commission on November 20, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, without par value | |
| (b) | Name of Issuer:
PSYENCE BIOMEDICAL LTD. | |
| (c) | Address of Issuer's Principal Executive Offices:
121 RICHMOND STREET WEST PENTHOUSE, SUITE 1300, TORONTO, Ontario,
ONTARIO, CANADA
, M5H 2K1. | |
Item 1 Comment:
This statement on Schedule 13D (this "Schedule 13D") relates to the common stock, without par value (the "Common Stock"), of Psyence Biomedical Ltd., an Ontario corporation (the "Issuer"). The Reporting Persons are first time Edgar filers who did not previously have Edgar filing codes. While every effort was made to timely file this Schedule 13D, the filing was ultimately delayed due to the time required to process a new Form ID and obtain Edgar filing codes. | ||
| Item 2. | Identity and Background | |
| (a) | This statement is filed by: i. KAOS Capital, Ltd., an Ontario corporation ("KAOS"); and ii. Adam Arviv, the founder and chief executive officer of KAOS ("Mr. Arviv"). Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." | |
| (b) | The address of the business office of each of the Reporting Persons is 118 Yorkville Avenue, Suite 604, Toronto, Ontario, Canada, M5R 1C2. | |
| (c) | The principal business of KAOS is investment management. The principal business of Mr. Arviv is to manage KAOS. Information regarding the executive officers, directors or other control persons of KAOS is set forth on Schedule 1 attached hereto as Exhibit 99.1, which Schedule is hereby incorporated by reference. | |
| (d) | None of the Reporting Persons or other persons identified on Schedule 1 hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, none of the Reporting Persons or other persons identified on Schedule 1 hereto has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. | |
| (f) | KAOS is an Ontario corporation. Mr. Arviv is a Canadian citizen. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The Reporting Persons used a total of approximately $519,493.36 (excluding brokerage commissions) to acquire the shares of Common Stock reported herein. The source of the funds used to acquire the shares of Common Stock reported herein was the working capital of KAOS. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Persons believe the securities of the Issuer are undervalued and represent an attractive investment opportunity. The Reporting Persons intend to communicate with the Issuer's management and Board about a broad range of operational, management, corporate and strategic matters, and may communicate with other stockholders or third parties about such matters. The Reporting Persons intend to review their investment in the Issuer on a continuing basis, and depending upon various factors, including without limitation, the Issuer's financial position and strategic direction, the outcome of any discussions referenced above, overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor (i) to increase or decrease their position in the Issuer through, among other things, the purchase or sale of securities of the Issuer, including through transactions involving the shares Common Stock and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer in the open market or in private transactions, on such terms and at such times as the Reporting Persons may deem advisable and/or (ii) to enter into transactions that increase or decrease their economic exposure to the shares of Common Stock without affecting their beneficial ownership of the shares of Common Stock or adjust their exposure to the shares of Common Stock in ways that would affect their beneficial ownership of the shares of Common Stock. Except to the extent the foregoing may be deemed a plan or proposal, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in subparagraphs (a) - (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, (i) review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto and (ii) consider or propose one or more of the actions described in subparagraphs (a) - (j) of Item 4 of Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by each of the Reporting Persons. | |
| (b) | See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. | |
| (c) | The Reporting Persons have entered into a number of transactions in the shares of Common Stock within the past sixty (60) days. All purchases have been made by KAOS on the open market through its broker at the then applicable open market trading price per share. A complete list of such transactions is set forth on Schedule 2 attached hereto as Exhibit 99.2. | |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock reported herein. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Mr. Arviv is the founder and chief executive officer of KAOS. In such role, he manages all the business, affairs and investments of KAOS, which would include the ownership of the Common Stock. Other than as disclosed herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including any class of the Issuer's securities used as a reference security, in connection with any of the following: call options, put options, security-based swaps or any other derivative securities, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 - Executive Officers, Directors or Other Control Persons of the Reporting Persons Exhibit 99.2 - Complete list of transactions in the shares of Common Stock within the past sixty (60) days Exhibit 99.3 - Joint Filing Agreement Statement as required by Rule 13d-1(k)(1) under the Act | ||
| SIGNATURE | |
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.
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