Bright Minds Biosciences Announces Closing of US$175 Million Public Offering

Rhea-AI Summary

Bright Minds Biosciences (NASDAQ: DRUG) closed a public offering of 1,945,000 common shares at US$90.00 per share for gross proceeds of US$175,050,000 on January 9, 2026. The company granted the underwriters a 30-day option to purchase up to an additional 291,750 shares at the offering price, less discounts and commissions. Net proceeds are intended to fund clinical trials for candidates targeting absence seizures, DEE, and Prader-Willi syndrome, initiate phase 1 trials for BMB-105, support earlier-stage R&D, and for general corporate and working capital purposes. Jefferies, TD Cowen, Piper Sandler, and Cantor acted as joint book-running managers. The offering was made under a Form F-3 registration statement declared effective September 2, 2025.

Positive

• Raised US$175.05M of gross proceeds
• Proceeds earmarked to fund clinical trials for absence seizures, DEE, and Prader-Willi
• Planned initiation of phase 1 clinical trials for BMB-105

Negative

• Issued 1,945,000 new common shares, increasing share count
• Underwriters granted option for 291,750 additional shares, which may further dilute
• Use of proceeds for general corporate purposes may reduce near-term cash earmarking

News Market Reaction

-3.62%

1 alert

-3.62% News Effect

On the day this news was published, DRUG declined 3.62%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Shares offered: 1,945,000 common shares Offering price: US$90.00 per share Gross proceeds: US$175,050,000 +5 more

8 metrics

Shares offered 1,945,000 common shares Public offering size

Offering price US$90.00 per share Public offering price

Gross proceeds US$175,050,000 Public offering gross proceeds

Underwriters’ option 30-day option Period to purchase additional shares

Additional shares option 291,750 common shares Maximum shares under underwriters’ option

Expected net proceeds US$164,372,000 Net proceeds excluding full option exercise (424B5)

Shares outstanding post-offer 9,732,161 shares Expected outstanding after base deal (424B5)

Shares outstanding pre-offer 7,787,161 shares Outstanding as of prospectus date (424B5)

Market Reality Check

Price: $86.15 Vol: Volume 975,312 is 3.37x t...

high vol

$86.15 Last Close

Volume Volume 975,312 is 3.37x the 20-day average of 289,446, indicating elevated activity into the closing. high

Technical Price $90.01 is trading above the 200-day MA of $46.22, showing a strong pre-offering uptrend.

Peers on Argus

DRUG fell 6.22% with high volume, while momentum peers TECX and IMRX also moved ...

2 Down

DRUG fell 6.22% with high volume, while momentum peers TECX and IMRX also moved down 6.15% and 4.02%, suggesting broader biotech pressure alongside deal-specific dilution.

Historical Context

5 past events · Latest: Jan 07 (Negative)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 07	Offering pricing	Negative	+3.0%	Upsized offering priced at $90 for $175,050,000 gross proceeds.
Jan 06	Offering launch	Negative	+16.5%	Launch of US$100M public offering with 15% underwriter option.
Jan 06	Phase 2 results	Positive	+16.5%	Positive Phase 2 BMB-101 efficacy and safety topline data in epilepsy.
Jan 05	Data timing update	Neutral	-4.1%	Announcement of timing for upcoming Phase 2 BMB-101 topline results.
Nov 25	Conference appearances	Neutral	+1.0%	Planned presentations at healthcare and epilepsy conferences in Dec 2025.

Pattern Detected

Recent news shows strong positive reactions to clinical and earlier offering announcements, with today’s weakness marking a shift as the dilutive impact of the deal becomes more concrete.

Recent Company History

Over the last few months, Bright Minds moved from conference visibility (Nov 25, 2025) into a pivotal data and financing cycle. Positive Phase 2 BMB‑101 results on Jan 6, 2026 and subsequent launch and upsizing of an offering (Jan 6–7) both saw double‑digit gains despite dilution. Today’s closing of the $175,050,000 offering builds directly on those steps, locking in capital to fund the clinical pipeline after the earlier ATM program termination.

Market Pulse Summary

This announcement confirms the closing of a US$175,050,000 equity raise at $90.00 per share, adding ...

Analysis

This announcement confirms the closing of a US$175,050,000 equity raise at $90.00 per share, adding 1,945,000 new shares with an option for 291,750 more. The capital is earmarked for clinical trials in absence seizures, DEE and Prader‑Willi syndrome, plus a phase 1 program for BMB‑105 and broader R&D. Investors may track how efficiently these funds translate into trial progress, regulatory milestones and future data readouts relative to recent positive Phase 2 results.

Key Terms

public offering, underwriters, shelf registration statement, form f-3, +1 more

5 terms

public offering financial

"today closed its recently announced public offering of 1,945,000 common shares"

A public offering is when a company sells shares to the general public through the stock market, either by issuing new shares to raise cash or by letting existing owners sell their stakes. Think of it like a business opening its doors to many new owners at once: it can bring in money for growth but also increases the number of shares available, which can change the stock price and dilute existing ownership — key factors investors watch closely.

underwriters financial

"the Company has granted the underwriters a 30-day option to purchase"

Underwriters are financial professionals or institutions that help companies raise money by selling new securities, such as stocks or bonds, to investors. They assess the risk and determine the price at which these securities should be sold, acting like a bridge between the company and the investors. Their role helps ensure that the company raises the needed funds while providing investors with options that reflect the level of risk involved.

shelf registration statement regulatory

"The Company has filed a shelf registration statement on Form F-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form f-3 regulatory

"shelf registration statement on Form F-3 (the “Registration Statement”)"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

prospectus supplement regulatory

"by means of a prospectus and a prospectus supplement that form a part"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. Not financial advice.

NEW YORK, Jan. 09, 2026 (GLOBE NEWSWIRE) -- Bright Minds Biosciences Inc. (CSE: DRUG) (NASDAQ: DRUG) (“Bright Minds” or the “Company”) today closed its recently announced public offering of 1,945,000 common shares in the capital of the Company (the “Common Shares”) at a price of US$90.00 per Common Share for gross proceeds of US$175,050,000 (the “Offering”). In connection with the Offering, the Company has granted the underwriters a 30-day option to purchase up to an additional 291,750 Common Shares at the public offering price, less underwriting discounts and commissions. All of the securities sold in this Offering were offered by Bright Minds.

The Company intends to use the net proceeds from the Offering to fund future clinical trials for the Company’s drug candidates, including for absence seizures, DEE, and Prader-Willi Syndrome, as well as initiation of phase 1 clinical drug trials for BMB-105, and additional research and development work on earlier phase programs, as well as for general corporate and working capital purposes.

Jefferies, TD Cowen, Piper Sandler & Co., and Cantor acted as joint book-running managers for the Offering.

The Company has filed a shelf registration statement on Form F-3 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (“SEC”) which was declared effective by the SEC on September 2, 2025. The Offering was made solely by means of a prospectus and a prospectus supplement that form a part of the Registration Statement. Copies of the final prospectus supplement and accompanying prospectus relating to the Offering may be obtained for free by visiting EDGAR on the SEC website at www.sec.gov, or from (i) Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, New York 10022, by telephone at (877) 821-7388 or by email at Prospectus_Department@Jefferies.com, (ii) TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at TDManualrequest@broadridge.com, (iii) Piper Sandler & Co., Attention: Prospectus Department, 350 North 5th Street, Suite 1000, Minneapolis, Minnesota 55401, or by telephone at (800) 747-3924, or by e-mail at prospectus@psc.com, or (iv) Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, 6th Floor, New York, New York 10022, or by email at prospectus@cantor.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.

About Bright Minds

Bright Minds is a biotechnology company developing innovative treatments for patients with neurological and psychiatric disorders. Our pipeline includes novel compounds targeting key receptors in the brain to address conditions with high unmet medical need, including epilepsy, depression, and other CNS disorders. Bright Minds is focused on delivering breakthrough therapies that can transform patients' lives.

Bright Minds has developed a unique platform of highly selective serotonergic agonists exhibiting selectivity at different serotonergic receptors. This has provided a rich portfolio of NCE programs within neurology and psychiatry.

Contact Information

Alex Vasilkevich
Chief Operating Officer
Bright Minds Biosciences Inc.
T: 414-731-6422
E: alex@brightmindsbio.com

Investor Relations

Lisa M. Wilson
T: 212-452-2793
E: lwilson@insitecony.com

The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release.

Forward-Looking Information

This document contains “forward-looking statements” that were based on the Company’s expectations, estimates and projections as of the dates those statements were made. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “outlook”, “anticipate”, “project”, “target”, “believe”, “estimate”, “expect”, “intend”, “should” and similar expressions. Forward-looking statements made in this news release include statements regarding the Company’s anticipated use of proceeds from the Offering.

Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. These included but are not limited to:

• changes in general economic conditions, the financial markets, inflation and interest rates, fluctuations in exchange rates, particularly with respect to the value of the U.S. dollar and Canadian dollar, and the continued availability of capital and financing;
• inherent risks associated with pharmaceutical companies, including with respect to outcomes of testing of potential drug candidates, compliance with regulatory requirements from all jurisdictions in which the Company operates or may operate, and competition;
• the risk of inadequate insurance or inability to obtain insurance to cover operational risks;
• our ability to comply with the extensive governmental regulation to which our business is subject;
• uncertainties related to unexpected judicial or regulatory proceedings;  
• changes in, and the effects of, the laws, regulations and government policies affecting our intellectual property, pre-clinical and clinical drug trials;
• litigation risks and the inherent uncertainty of litigation;
• our reliance upon key management and operating personnel;
• the competitive environment in which we operate;
• the risk of changes in accounting policies and methods we use to report our financial condition, including uncertainties associated with critical accounting assumptions and estimates;
• Management Discussion and Analysis (“MD&A”), quarterly reports and material change reports filed with and furnished to securities regulators, and those risks which are discussed under the heading “Risk Factors”; and
• the risks and uncertainties related to the expected use of proceeds from the Offering.
  
  

For further information on Bright Minds, investors should review the Company’s annual Form 40-F filing with the United States Securities and Exchange Commission available at www.sec.gov and home jurisdiction filings that are available at www.sedarplus.ca, including the “Risk Factors” included in our Annual Information Form.

FAQ

How much did Bright Minds (DRUG) raise in the January 9, 2026 public offering?

Bright Minds raised gross proceeds of US$175,050,000 by selling 1,945,000 common shares at US$90.00 each.

What will Bright Minds (DRUG) use the offering proceeds for?

The company intends to fund clinical trials for absence seizures, DEE, and Prader-Willi, start phase 1 trials for BMB-105, advance earlier R&D, and for general corporate and working capital purposes.

Did the offering include an overallotment option for Bright Minds (DRUG)?

Yes. Underwriters have a 30-day option to purchase up to 291,750 additional common shares at the public offering price, less underwriting discounts and commissions.

Which banks managed Bright Minds' (DRUG) January 2026 offering?

Jefferies, TD Cowen, Piper Sandler & Co., and Cantor acted as joint book-running managers.

Under what registration was the Bright Minds (DRUG) offering conducted?

The offering was made under a Form F-3 registration statement declared effective by the SEC on September 2, 2025.