Clearmind Medicine Announces 1-for-40 Reverse Share Split

Rhea-AI Summary

Clearmind Medicine (Nasdaq: CMND) will implement a 1-for-40 reverse share split effective December 15, 2025 to regain compliance with the Nasdaq Minimum Bid Price Rule. The board approved the reverse split on November 12, 2025. The reverse split will reduce the number of issued and outstanding common shares from 59,991,852 to 1,499,796, subject to fractional-share treatment.

No fractional common shares will be issued; instead, fractional shares will be rounded up to the nearest whole share. The company said authorized share capital remains unchanged and that outstanding options and warrants will be proportionately adjusted in quantity and per-share exercise price.

Positive

• Reverse split ratio set at 1-for-40
• Issued shares reduced to 1,499,796 from 59,991,852
• Action intended to regain Nasdaq compliance

Negative

• Authorized share capital remains unchanged
• Fractional shares will be rounded up, slightly increasing share count
• Outstanding options and warrants will be proportionately adjusted

Key Figures

Reverse split ratio 1-for-40 Reverse share split of common shares to regain Nasdaq bid price compliance

Pre-split shares 59,991,852 common shares Issued and outstanding before reverse split

Post-split shares 1,499,796 common shares Issued and outstanding after reverse split, before fractional adjustments

Effective date December 15, 2025 Reverse share split effective date

Recent gross proceeds $1,297,012.76 Registered direct offering per 424B5 dated November 26, 2025

Market Reality Check

$0.1143 Last Close

Volume Volume 5,013,025 is below 20-day average 38,733,265 (relative volume 0.13) ahead of the reverse split news. low

Technical Shares at 0.1217 are trading below the 200-day MA of 0.92 and about 94.42% under the 52-week high 2.18.

Peers on Argus

Biotech peers show mixed moves: TTNP -3.96%, SILO -3.3%, but KTTA +5.41% and PLRZ +1.04%, suggesting this reverse split is a stock-specific development rather than a sector-wide driver.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 05	Nasdaq notice	Negative	+2.5%	Nasdaq minimum bid price noncompliance notice and compliance timeline outlined.
Dec 02	Clinical trial update	Positive	-9.9%	First participant enrolled and dosed in CMND-100 Phase I/IIa AUD trial.
Dec 01	Clinical milestones	Positive	-6.9%	Positive cohort data, DSMB approval, and new elite site added to trial.
Nov 25	Site enrollment	Positive	-19.4%	First patient enrolled at Tel Aviv Sourasky in Phase I/IIa AUD trial.
Nov 24	DSMB safety review	Positive	+8.4%	DSMB interim review finds no serious adverse events and supports continuation.

Pattern Detected

Recent history shows frequent divergence: positive clinical and compliance-related news often saw negative price reactions, with only one clear alignment on favorable DSMB safety results.

Recent Company History

Over the last few weeks, Clearmind reported multiple positive clinical updates for CMND-100, including unanimous DSMB recommendations to continue its Phase I/IIa trial and new site activations at Hadassah and Tel Aviv Sourasky. Despite these, shares often fell after good news, while the Dec 4 Nasdaq minimum bid price noncompliance notice on Dec 5, 2025 coincided with a modest gain. Today’s reverse split decision follows this pattern of corporate actions aimed at maintaining Nasdaq listing amid a weak share price backdrop.

Market Pulse Summary

The stock is dropping -26.6% following this news. A negative reaction despite the reverse split fits a pattern where structural fixes follow sustained weakness, with shares at 0.1217 and about 94.42% below the 2.18 52-week high pre-announcement. The 1-for-40 split cuts outstanding shares from 59,991,852 to 1,499,796 to help regain Nasdaq bid-price compliance, but does not address underlying funding and going-concern issues reflected in recent registered offerings and equity deficiency disclosures.

Key Terms

reverse share split financial

"announced it will conduct a reverse share split of its issued"

A reverse share split is when a company reduces the number of its shares outstanding by combining multiple shares into one, effectively increasing the price of each share. For investors, this can help improve the company's image or meet stock exchange listing requirements, but it does not change the total value of their investment. It’s similar to turning many small pieces of a puzzle into fewer larger pieces—nothing new is added or lost, just rearranged.

fractional shares financial

"No fractional Common Shares will be issued as a result of the reverse split."

Fractional shares are portions of a whole share of a stock or fund, allowing investors to own less than one full unit. They make it possible to invest a specific dollar amount rather than buy whole shares, like buying a slice of a pizza instead of the entire pie. For investors this lowers the cost barrier, helps with diversification, and lets you reinvest dividends or purchase expensive stocks in small, precise amounts.

options financial

"adjustment will be made to the per share exercise price and the number of Common Shares issuable upon the exercise of all outstanding options or warrants"

Options are contracts that give investors the right to buy or sell an asset at a specific price within a certain time frame. They function like a reservation or a ticket that allows for potential profit or protection against price changes, making them useful tools for managing investment risks or speculating on market movements.

warrants financial

"exercise price and the number of Common Shares issuable upon the exercise of all outstanding options or warrants"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

AI-generated analysis. Not financial advice.

Vancouver, Canada, Dec. 10, 2025 (GLOBE NEWSWIRE) -- Clearmind Medicine Inc. (Nasdaq: CMND), (FSE: CWY0) (“Clearmind” or the "Company"), a clinical-stage biotech company focused on discovery and development of novel neuroplastogen-derived therapeutics to solve major under-treated health problems, announced it will conduct a reverse share split of its issued and outstanding common shares, no par value, at a ratio of 1-for-40. The reverse split is being effected as part of the Company’s plan to regain compliance with the Nasdaq Minimum Bid Price Rule and will be effective commencing December 15, 2025.
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The reverse share split was approved by the Company' board of directors on November 12, 2025, in accordance with the Company’s articles of association.
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Following the implementation of the reverse split, the Company’s authorized share capital will remain unchanged, which as of the date hereof is unlimited. The reverse split will adjust the number of issued and outstanding Common Shares of the Company from 59,991,852 Common Shares to 1,499,796 Common Shares (subject to any further adjustments based on the treatment of fractional shares).
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No fractional Common Shares will be issued as a result of the reverse split. All fractional shares shall be rounded up to the nearest whole Common Share. In addition, a proportionate adjustment will be made to the per share exercise price and the number of Common Shares issuable upon the exercise of all outstanding options or warrants entitling the holders thereof to purchase Common Shares.
About Clearmind Medicine Inc.

Clearmind is a clinical-stage psychedelic pharmaceutical biotech company focused on the discovery and development of novel psychedelic-derived therapeutics to solve widespread and underserved health problems, including alcohol use disorder. Its primary objective is to research and develop psychedelic-based compounds and attempt to commercialize them as regulated medicines, foods or supplements.

The Company’s intellectual portfolio currently consists of nineteen patent families including 31 granted patents. The Company intends to seek additional patents for its compounds whenever warranted and will remain opportunistic regarding the acquisition of additional intellectual property to build its portfolio.

Shares of Clearmind are listed for trading on Nasdaq under the symbol "CMND" and the Frankfurt Stock Exchange under the symbol “CWY0.”

For further information visit: https://www.clearmindmedicine.com or contact:

Investor Relations
invest@clearmindmedicine.com

Telephone: (604) 260-1566
US: CMND@crescendo-ir.com

General Inquiries
Info@Clearmindmedicine.com
www.Clearmindmedicine.com

Forward-Looking Statements:

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act and other securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. For example, the Company is using forward-looking statements when it discusses effecting a reverse share split and plan to regain compliance with the Nasdaq Minimum Bid Price Rule. There can be no assurance that the Panel will determine to continue to allow the listing of the Company's securities on the Nasdaq Capital Market, or that the Company will consummate a reverse share split. Forward-looking statements are not historical facts, and are based upon management’s current expectations, beliefs and projections, many of which, by their nature, are inherently uncertain. Such expectations, beliefs and projections are expressed in good faith. However, there can be no assurance that management’s expectations, beliefs and projections will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements. For a more detailed description of the risks and uncertainties affecting the Company, reference is made to the Company’s reports filed from time to time with the Securities and Exchange Commission (“SEC”), including, but not limited to, the risks detailed in the Company’s annual report on Form 20-F for the fiscal year ended October 31, 2024 and subsequent filings with the SEC. Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Clearmind is not responsible for the contents of third-party websites.

FAQ

What reverse split did Clearmind Medicine (CMND) announce on December 10, 2025?

Clearmind announced a 1-for-40 reverse share split effective December 15, 2025.

How many shares will Clearmind (CMND) have after the reverse split?

Issued and outstanding common shares will be adjusted to 1,499,796 from 59,991,852, subject to fractional-share treatment.

Why is Clearmind (CMND) doing a 1-for-40 reverse split?

The company said the reverse split is intended to regain compliance with the Nasdaq Minimum Bid Price Rule.

How will the Clearmind (CMND) reverse split affect options and warrants?

The per-share exercise price and number of common shares issuable upon exercise will be proportionately adjusted.

Will Clearmind (CMND) issue fractional shares after the reverse split?

No fractional common shares will be issued; all fractional shares will be rounded up to the nearest whole share.