Convertible notes bring $2,250,000 cash to Clearmind Medicine (NASDAQ: CMND)

Rhea-AI Filing Summary

Clearmind Medicine Inc. is drawing additional funding under previously agreed convertible note financing. The company will issue and sell convertible promissory notes with an aggregate principal amount of $2,500,000, for a cash purchase price equal to 90% of principal, or $2,250,000.

The first tranche closed on February 4, 2026 with $600,000 principal for $540,000 in cash. A second tranche of $1,900,000 principal for $1,710,000 in cash will close after Clearmind files a registration statement covering resale of the common shares issuable upon conversion of the notes.

Insights

Capital structure and financing analyst

Clearmind secures discounted $2.5M convertible debt in two tranches.

Clearmind Medicine is accessing up to $2,500,000 in additional financing through convertible promissory notes issued to existing CLA Investors. The notes are sold at a 10% discount to principal, so the company receives $2,250,000 in cash for the full principal amount.

The first tranche, with $600,000 principal and $540,000 cash proceeds, closed on February 4, 2026. A second tranche of $1,900,000 principal for $1,710,000 in cash will close after a registration statement is filed to cover resale of shares issuable upon conversion of both tranches.

This structure provides near-term cash while tying the second closing to completion of a resale registration. Actual dilution will depend on future conversions of the notes into common shares and the terms set in the pre-existing securities purchase agreements.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of: February 2026

Commission file number: 001-41557

CLEARMIND MEDICINE INC.

(Translation of registrant’s name into English)

101 – 1220 West 6th Avenue

Vancouver, British Columbia

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒    Form 40-F ☐

CONTENTS

As previously announced, on September 17, 2025, Clearmind Medicine Inc. (the “Company”) entered into securities purchase agreements (the “SPAs”) with investors (the “CLA Investors”) pursuant to which the Company shall issue and sell, from time to time, convertible promissory notes (the “Promissory Notes”) in the aggregate principal amount of up to $10,000,000.

The Company is announcing that it has delivered a notice to the CLA Investors pursuant to which the Company shall issue and sell Promissory Notes to the CLA Investors in the aggregate principal amount of $2,500,000 for an aggregate purchase price payable in cash equal to 90% of the principal amount, or $2,250,000.

The issuance and sale of the additional Promissory Notes shall occur in two tranches. The closing of the first tranche, in the aggregate principal amount of $600,000 for an aggregate purchase price payable in cash equal to 90% of the principal amount, or $540,000, occurred on February 4, 2026. The closing of the second tranche, in the aggregate principal amount of $1,900,000 for an aggregate purchase price payable in cash equal to 90% of the principal amount, or $1,710,000, shall occur promptly following the filing by the Company with the U.S. Securities and Exchange Commission of a registration statement covering the resale of the common shares issuable upon conversion of the Promissory Notes issued in the first and second tranche.

This Form 6-K incorporated by reference into the Registrant’s Registration Statements on Form F-3 (File Nos. 333-275991, 333-270859, 333-273293) and Form S-8 (File No. 333-283695), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Clearmind Medicine, Inc.
	(Registrant)
Date: February 4, 2026	By:	/s/ Adi Zuloff-Shani
	Name:	Adi Zuloff-Shani
	Title:	Chief Executive Officer

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FAQ

What financing did Clearmind Medicine Inc. (CMND) announce in this 6-K?

Clearmind Medicine announced it will issue convertible promissory notes with an aggregate principal amount of $2,500,000. The notes are being sold to CLA Investors for a cash purchase price equal to 90% of principal, providing the company with $2,250,000 in proceeds.

How is the $2,500,000 Clearmind CMND note financing structured?

The financing consists of convertible promissory notes totaling $2,500,000 in principal. Investors pay 90% of principal in cash, or $2,250,000. The transaction is divided into two tranches, with specific amounts and conditions for each closing described in the report.

What are the amounts and timing of Clearmind CMND’s two note tranches?

The first tranche has $600,000 principal for $540,000 cash and closed on February 4, 2026. The second tranche has $1,900,000 principal for $1,710,000 cash and will close after Clearmind files a resale registration statement for the conversion shares.

What condition must be met before Clearmind’s second tranche of notes closes?

The second tranche will close after Clearmind files a registration statement with the SEC. That registration must cover the resale of common shares issuable upon conversion of the promissory notes from both the first and second tranches.

Why is Clearmind CMND filing a registration statement related to these notes?

Clearmind is required to file a registration statement to cover the resale of common shares issuable upon conversion of the promissory notes. The closing of the second tranche depends on this filing, giving CLA Investors a path to publicly resell the conversion shares.

How does the Clearmind CMND 6-K interact with existing registration statements?

The report is incorporated by reference into Clearmind’s existing registration statements on Form F-3 (File Nos. 333-275991, 333-270859, 333-273293) and Form S-8 (File No. 333-283695), making its disclosure part of those filings unless later superseded.