Exhibit 10.3

AMENDMENT NO. 2

TO

COMMON STOCK PURCHASE AGREEMENT

BETWEEN

PSYENCE BIOMEDICAL LTD.

AND

WHITE LION CAPITAL LLC 

THIS AMENDMENT NO. 2 TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”), effective November 4, 2025 (the “Amendment Effective Date”), is by and between Psyence Biomedical Ltd., a corporation organized under the laws of Ontario, (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”), and amends the Common Stock Purchase Agreement by and between the Company and Investor dated July 25th, 2024, previously amended by Amendment No. 1 on December 20^th, 2024 (as amended, the “Agreement”), to increase the Commitment Amount by the Investor under the Agreement to purchase up to One Hundred Million Dollars ($100,000,000) of the Company’s Common Stock, to extend the Commitment Period by the Investor under the Agreement, to amend the Accelerated Valuation Period and to permit the Company to effect sales to the Investor pursuant to VWAP Purchase Notices (as defined below). All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement. 

NOW, THEREFORE, in consideration of the premises, the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

1. Amendment to Recitals.

Paragraph 2 of the Recitals is hereby amended by amending and restating the entirety of this Paragraph as follows:

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall purchase, from time to time, as provided herein, and the Company shall issue and sell up to One Hundred Million Dollars ($100,000,000) of the Company’s Common Stock (as defined below);

2. Amendment to Article I.

Upon the Investor purchasing $25,000,000 worth of Common Stock from the Company under the Agreement, Article I of the Agreement is hereby amended by amending and restating the definition of each of “Accelerated Valuation Period”, “Commitment Amount”, “Commitment Period”, and “Purchase Notice” in Section 1.1 in its entirety as follows:

“Accelerated Valuation Period” shall mean the one (1) hour period following the Investor’s written consent of the acceptance of the applicable Accelerated Purchase Notice by Investor.

“Commitment Amount” shall mean One Hundred Million Dollars ($100,000,000).

“Commitment Period” shall mean the period commencing on the Execution Date and ending on the earlier of (i) the date on which the Investor shall have purchased an aggregate number of Purchase Notice Shares pursuant to this Agreement equal to the Commitment Amount or (ii) December 31^st, 2027.

“Purchase Notice” shall mean a written notice from Company, substantially in the form of Exhibit A attached hereto (a “Rapid Purchase Notice Form”), Exhibit B attached hereto (a “Fixed Purchase Notice Form”), Exhibit E attached hereto (an “Accelerated Purchase Notice Form”), or Exhibit F attached hereto (a “VWAP Purchase Notice Form”) to the Investor and the Transfer Agent setting forth the Purchase Notice Shares which the Company requires the Investor to purchase pursuant to the terms of this Agreement.

3. Amendment to Article II.

Upon the Investor purchasing $25,000,000 worth of Common Stock from the Company under the Agreement, Article II of the Agreement is hereby amended by adding Sections 2.2(g) and 2.2(h), which shall read in their entirety as follows:

Section 2.2 (g) VWAP Purchase Notice.

Section 2.2 (h) VWAP Purchase Closing.

Upon the Investor purchasing $25,000,000 worth of Common Stock from the Company under the Agreement, the following terms shall be added to Section 1.1 of the Agreement in applicable alphabetical order and defined as set forth below:

4. Amendment to Article V.

Upon the Investor purchasing $25,000,000 worth of Common Stock from the Company under the Agreement, Article V of the Agreement is hereby amended by amending and restating Section 5.1 in its entirety as follows:

Neither the Investor, nor any affiliate of the Investor acting on its behalf or pursuant to any understanding with it, (i) has executed any Short Sales prior to the Effective Date and (ii) will execute any Short Sales during the period from the Effective Date to the end of the Commitment Period. For the purposes hereof, and in accordance with Regulation SHO, the sale of Common Stock purchased under the applicable Purchase Notice after delivery of the Purchase Notice shall not be deemed a Short Sale. The parties acknowledge and agree that during the Rapid Purchase Notice Date, and the Accelerated Valuation Period, and the VWAP Purchase Valuation Period, the Investor may contract for, or otherwise effect, the resale of the subject purchased Purchase Notice Shares to third parties. The Investor shall, until such time as the transactions contemplated by the Transaction Documents are publicly disclosed by the Company in accordance with the terms of the Transaction Documents, maintain the confidentiality of the existence and terms of this transaction and the information included in the Transaction Documents. “Short Sales” shall mean “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act.

5. Deletions in Article 6 and Article 7

6. Amendments to Article X

Article X of the Agreement is hereby amended by amending and restating the address for the Company in Section 10.17 in its entirety as follows:

Psyence Biomedical Ltd.

121 Richmond Street West,

Penthouse Suite, 1300

Toronto, ON M5H 2K1, Canada

Attention:

with a copy (not constituting notice) to:

7. Deletions in Articles I, II and IV

Immediately upon the Investor purchasing an aggregate of $25,000,000 worth of Common Stock from the Company pursuant to the Agreement:

8. Representations and Warranties. Each of the Investor and the Company represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary entity action and that the officers executing this Amendment on its behalf were similarly authorized and empowered and that this Amendment does not contravene any provisions of its articles of incorporation, bylaws, certificate of formation, limited liability company agreement or other formation documents, or of any contract or agreement to which it is a party or by which any of its properties are bound.

8. Miscellaneous.

(a) Except as modified by this Amendment, the Agreement continues in full force and effect in accordance with its terms.

(b) This Amendment shall be governed by and construed in accordance with the laws of the State of New York as set forth in Section 10.1 of the Agreement and the dispute resolution provisions set forth in the Agreement.

(c) This Amendment may be executed in any number of counterparts and by electronic transmission (which shall bind the parties hereto), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

** signature page follows **

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officer as of the Amendment Effective Date.

EXHIBIT F

FORM OF VWAP PURCHASE NOTICE

TO: WHITE LION CAPITAL LLC

We refer to the Common Stock Purchase Agreement, dated as of July 25, 2024, (as amended, the “Agreement”), entered into by and between Psyence Biomedical Ltd., and White Lion Capital LLC. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the same meaning when used herein.

We hereby:

1) Give you notice that we require you to purchase __________ Purchase Notice Shares at the VWAP Purchase Price; and

2) Certify that, as of the date hereof, the conditions set forth in Section 7 of the Agreement are satisfied.