Clearmind Medici SEC Filings

Clearmind Medicine Inc. furnished a Form 6-K to report that it issued a press release titled "Clearmind Medicine Announces Successful Completion of Second Cohort Enrollment in Ongoing FDA-Approved Phase I/IIa Trial for CMND-100". The update indicates that enrollment of the second patient group in this early-stage, FDA-approved study of CMND-100 has been successfully completed. The first paragraph of the press release is also incorporated by reference into Clearmind’s existing registration statements on Forms F-3 and S-8.

Clearmind Medicine Inc., a foreign private issuer, submitted a Form 6-K that furnishes a press release titled “Clearmind Medicine Successfully Regains Compliance with Nasdaq’s Minimum Stockholders’ Equity Requirement.” This indicates the company reports it has regained compliance with that specific Nasdaq stockholders’ equity standard.

The press release is filed as Exhibit 99.1 and is incorporated by reference into Clearmind Medicine’s existing registration statements on Form F-3 (File Nos. 333-275991, 333-270859, 333-273293) and Form S-8 (File No. 333-283695). The report is signed on behalf of the company by Chief Executive Officer Adi Zuloff-Shani.

Clearmind Medicine Inc. is registering 12,545,230 common shares for resale by existing warrant holders. These shares are issuable upon exercise of January 2024 PIPE warrants whose terms were adjusted after later financings and convertible note issuances. The company will not receive proceeds from any resale of these shares, but may receive cash if the warrants are exercised for cash instead of on a cashless basis.

As of December 3, 2025, Clearmind had 59,991,852 common shares outstanding, with its stock trading on Nasdaq under “CMND” at $0.111 per share. The company is a clinical-stage psychedelic-focused pharmaceutical developer, conducting Phase I/IIa trials of its non-hallucinogenic MEAI-based candidate for alcohol use disorder and other indications, and reports recurring losses with going-concern uncertainty and a recent Nasdaq stockholders’ equity deficiency that it is attempting to address through convertible notes, registered direct offerings and warrant exercises.

Clearmind Medicine Inc. entered into a definitive securities purchase agreement for a registered direct offering of 7,944,868 common shares and pre-funded warrants to purchase up to 2,865,960 common shares. The securities are priced at $0.12 per common share and $0.1199 per pre-funded warrant, with expected aggregate gross proceeds of approximately $1.294 million to the company.

The pre-funded warrants are immediately exercisable at $0.0001 per share, may be exercised on a cashless basis, and remain outstanding until fully exercised, subject to a 4.99% beneficial ownership cap. Clearmind plans to use the net proceeds, together with existing cash, for general corporate purposes, including operating expenses, research and development, clinical and pre-clinical testing, working capital, potential acquisitions and capital expenditures.

Clearmind Medicine Inc. is offering 7,944,868 common shares at $0.12 per share and pre-funded warrants to purchase up to 2,865,960 common shares at $0.1199 per warrant, for total gross proceeds of approximately $1,297,012.76. Each pre-funded warrant is immediately exercisable for one share at an exercise price of $0.0001 and has no expiration.

The company expects net proceeds of about $1.3 million, to be used for general corporate purposes including operating expenses, research and development, clinical and pre-clinical testing, working capital, potential acquisitions and capital expenditures. Shares outstanding were 33,181,024 as of November 25, 2025, and are expected to be 43,991,852 assuming full exercise of the pre-funded warrants. Clearmind has received a Nasdaq notice for not meeting the $2.5 million minimum stockholders’ equity requirement and plans to use this and recent financings to help regain compliance, while its auditors have highlighted substantial doubt about its ability to continue as a going concern.

Clearmind Medicine Inc. filed a Form 6-K to furnish a press release about starting patient enrollment at Tel Aviv Sourasky Medical Center, adding another activated site in its Phase I/IIa alcohol use disorder trial. The filing also states that the first three paragraphs and the forward-looking statements section of this press release are incorporated by reference into Clearmind’s existing Form F-3 and Form S-8 registration statements.

Clearmind Medicine Inc. (CMND) filed a Form 6-K to furnish a press release announcing that its Data and Safety Monitoring Board unanimously approved continuation of its Phase I/IIa clinical trial for CMND-100 following a positive interim safety review. This indicates that an independent board reviewed early safety data for CMND-100 and supported ongoing dosing in the current trial stage. The first four paragraphs of this press release are also incorporated by reference into Clearmind’s existing Form F-3 and Form S-8 registration statements, linking this clinical update directly into its U.S. securities offering documents.