Bright Minds Biosciences Announces Launch of US$100 Million Public Offering

Rhea-AI Summary

Bright Minds Biosciences (NASDAQ: DRUG) announced a public offering to raise aggregate gross proceeds of US$100 million by selling common shares and, optionally, pre-funded warrants on January 6, 2026. The company granted underwriters a 30-day option to purchase up to an additional 15% of the Common Shares issued in the Offering.

Proceeds are intended to fund clinical trials for absence seizures, developmental and epileptic encephalopathy (DEE), and Prader-Willi syndrome, to initiate phase 1 trials for BMB-105, support earlier-stage R&D, and for general corporate and working capital purposes. The shelf registration on Form F-3 was declared effective by the SEC on September 2, 2025. Prospectus materials will be filed with the SEC and are available on EDGAR.

Positive

• US$100M gross offering to fund operations
• Proceeds targeted to start phase 1 trial for BMB-105
• Shelf registration effective Sept 2, 2025 enabling U.S. offering

Negative

• Equity offering causes shareholder dilution from the US$100M raise
• Underwriters' 15% overallotment option can increase dilution

Key Figures

Offering size US$100 million Aggregate gross proceeds for public offering of common shares and pre-funded warrants

Underwriters’ option 15% 30-day option to purchase up to an additional 15% of shares issued

Market Reality Check

$86.75 Last Close

Volume Volume 253,686 vs 20-day average 182,864 (relative volume 1.39x) ahead of the offering normal

Technical Price at $80.01, trading above 200-day MA of $45.34 and 18.15% below 52-week high

Peers on Argus

Biotech peers with high affinity scores (LRMR, TECX, ASMB, IMRX, MBX) were all down between -2.51% and -5.92%, similar to DRUG’s -4.13% move, suggesting broader pressure but without a confirmed sector-wide momentum event.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Jan 05	Topline results timing	Positive	-4.1%	Announcement of BMB-101 Phase 2 topline results timing for early January.
Nov 25	Conference appearances	Positive	+1.0%	Presentations at Piper Sandler and AES highlighting epilepsy and CNS programs.
Nov 17	Advisory board expansion	Positive	+0.2%	Added PWS experts to Scientific Advisory Board supporting BMB-101 and BMB-105.
Nov 06	New PWS program	Positive	+7.5%	Initiation of PWS program and NOVA Phase 2a trial plus Phase 1 for BMB-105.
Oct 30	Investor conferences, options	Positive	+0.5%	Upcoming investor conferences and grant of 43,000 stock options to insiders.

Pattern Detected

Recent fundamentally positive pipeline and conference updates have mostly seen aligned modest gains, with one notable divergence where shares fell on an upcoming data announcement.

Recent Company History

Over the last few months, Bright Minds reported several development milestones and visibility events. On Nov 6, 2025, it initiated a Prader-Willi syndrome program and planned Phase 2a and Phase 1 studies, which coincided with a 7.55% gain. Subsequent additions to the Scientific Advisory Board on Nov 17, 2025 and multiple conference presentations also saw small positive reactions. However, the Jan 5, 2026 notice of upcoming BMB-101 Phase 2 topline results was followed by a -4.13% move, showing some divergence ahead of key data.

Market Pulse Summary

The stock surged +16.5% in the session following this news. A strong positive reaction aligns with the company’s history of constructive responses to pipeline and program updates, where most recent news produced aligned upside. However, this offering of up to US$100 million in equity and pre-funded warrants introduces dilution risk that could cap extended gains once initial enthusiasm fades. Investors have previously rewarded strategic progress, but capital-raising and follow-on data will likely shape how durable any sharp move ultimately proved.

Key Terms

pre-funded warrants financial

"and, in lieu of Common Shares to investors that so choose, pre-funded warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

prospectus supplement regulatory

"A copy of the preliminary prospectus supplement and accompanying prospectus relating"

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.

registration statement regulatory

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

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

AI-generated analysis. Not financial advice.

NEW YORK, Jan. 06, 2026 (GLOBE NEWSWIRE) -- Bright Minds Biosciences Inc. (CSE: DRUG) (NASDAQ: DRUG) (“Bright Minds” or the “Company”) announces the launch of a public offering of common shares in the capital of the Company (the “Common Shares”) and, in lieu of Common Shares to investors that so choose, pre-funded warrants (the “Pre-Funded Warrants”) to purchase Common Shares, for aggregate gross proceeds of US$100 million (the “Offering”). In connection with the Offering, the Company intends to grant to the underwriters, a 30-day option to purchase up to an additional 15% of the Common Shares issued in the Offering.

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 are acting 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 is being made solely by means of a prospectus and a prospectus supplement that form a part of the Registration Statement. A copy of the preliminary prospectus supplement and accompanying prospectus relating to this Offering will be filed with the SEC. Before you invest, you should read the prospectus in that Registration Statement and other documents the Company has filed with the SEC for more information about the Company and the Offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Copies of the preliminary prospectus supplement and accompanying prospectus relating to the Offering may be obtained 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
Website: www.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 sales of securities pursuant to the Offering and the Company’s 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
• whether or not the proposed Offering will be completed, and the risks and uncertainties related to the expected use of proceeds.

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

What did Bright Minds Biosciences (DRUG) announce on January 6, 2026?

The company launched a public offering to raise aggregate gross proceeds of US$100 million via common shares and pre-funded warrants.

How large is the underwriters' option in the DRUG offering?

Underwriters have a 30-day option to purchase up to an additional 15% of the Common Shares issued in the Offering.

How will Bright Minds (DRUG) use the proceeds from the US$100M offering?

Proceeds are intended to fund clinical trials for absence seizures, DEE, Prader-Willi syndrome, initiate phase 1 trials for BMB-105, support earlier R&D, and general corporate purposes.

Is the DRUG offering cleared for U.S. sale?

Yes; the company filed a Form F-3 shelf registration that was declared effective by the SEC on September 2, 2025.

Where can investors find the prospectus for Bright Minds (DRUG)?

Prospectus materials will be filed with the SEC and are available for free on EDGAR at www.sec.gov and from the listed joint book-running managers.