Clearmind updates $10M convertible note financing

Clearmind Medicine Inc. reports updates to its convertible note financing with existing investors.

Rhea-AI Filing Summary

Clearmind Medicine Inc. reports updates to its convertible note financing with existing investors. The company agreed to issue and sell new convertible promissory notes with an aggregate principal of $1,750,000, for cash proceeds equal to 90% of principal, or $1,575,000.

The investors then converted $875,000 of these promissory notes into common shares at a fixed conversion price of $0.60 per share. Clearmind and the investors also amended the floor price in the promissory note form attached to the original securities purchase agreements to $0.60 per common share, setting a defined minimum conversion reference level.

Insights

Capital markets analyst

Clearmind secures discounted note funding and fixes a $0.60 conversion floor.

Clearmind Medicine is drawing further on its previously arranged convertible note facility, issuing $1,750,000 in new principal for cash proceeds equal to 90% of that amount. This structure provides near-term liquidity while relying on debt that can be settled in equity.

The investors converted $875,000 of promissory notes into common shares at $0.60 per share, which increases the share count but reduces debt. The agreed amendment setting a $0.60 floor price in the note form establishes a clear minimum reference for future conversions under these agreements.

Key Figures

Convertible note facility size: $10,000,000 aggregate principal New notes issued: $1,750,000 principal Cash proceeds from new notes: $1,575,000 +3 more

6 metrics

Convertible note facility size $10,000,000 aggregate principal Maximum principal under securities purchase agreements

New notes issued $1,750,000 principal Promissory notes issued to CLA Investors

Cash proceeds from new notes $1,575,000 90% of $1,750,000 principal payable in cash

Converted note principal $875,000 Principal converted into common shares

Conversion price $0.60 per common share Price for converting $875,000 of notes

Amended floor price $0.60 per common share Floor price in promissory note form attached to SPAs

Key Terms

securities purchase agreements, convertible promissory notes, Conversion Agreement, floor price, +2 more

6 terms

securities purchase agreements financial

"entered into securities purchase agreements (the “SPAs”) with investors"

A securities purchase agreement is a legal contract that spells out the terms when a company sells stocks, bonds, or other investment instruments to buyers. It lays out price, how many securities change hands, any promises or protections for each side, and when the sale is completed—like a detailed sales contract for investments. Investors care because it determines ownership stakes, potential dilution, rights attached to the securities, and conditions that affect the company’s future value.

convertible promissory notes financial

"issue and sell, from time to time, convertible promissory notes"

A convertible promissory note is a loan a company takes that can later be turned into shares instead of being paid back in cash; think of lending money now in exchange for a voucher that can become ownership later. Investors care because it mixes credit risk and potential ownership upside—it can protect lenders if a company struggles while also diluting existing shareholders when converted, affecting future share value and investor returns.

Conversion Agreement financial

"entered into a conversion agreement (the “Conversion Agreement”)"

A conversion agreement is a contract that lets one kind of financial instrument—such as a loan, bond, or preferred share—be exchanged for common stock under set terms. Think of it like a coupon that can be traded in for ownership shares at a pre-agreed rate; investors care because it changes how many shares exist and who controls the company, which can dilute existing owners, alter valuation, and affect potential returns.

floor price financial

"agreed that floor price in the form of Promissory Note attached"

The floor price is the minimum price at which a security, asset, or offering will be sold or accepted, acting like a seller’s “bottom line” or a reserve in an auction. For investors it matters because it sets a visible downside limit and can influence trading, valuation, and expectations of risk—like knowing there’s a safety net that a sale won’t go below a set level.

Form F-3 regulatory

"incorporated by reference into the Registrant’s Registration Statements on Form F-3"

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.

Form S-8 regulatory

"and Form S-8 (File No. 333-283695), filed with the Securities"

A Form S-8 is a U.S. Securities and Exchange Commission registration that lets a public company set aside shares for employee benefit plans and stock-based compensation. Think of it as opening a dedicated account that authorizes the company to issue or reserve stock for workers and directors; it matters to investors because it enables share dilution when those awards are granted or exercised and signals how management is compensated and incentivized.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing transaction did Clearmind Medicine (CMND) complete in this 6-K?

Clearmind Medicine issued and sold new convertible promissory notes with an aggregate principal of $1,750,000. The investors will pay cash equal to 90% of principal, providing the company with $1,575,000 in immediate funding under previously signed securities purchase agreements.

How much of Clearmind Medicine’s promissory notes were converted into shares?

The investors converted $875,000 of Clearmind Medicine’s promissory notes into common shares. This conversion reduces outstanding note principal but increases the company’s share count, shifting part of the financing from debt to equity at the agreed conversion price.

At what price were Clearmind Medicine’s notes converted into common shares?

The promissory notes were converted into Clearmind Medicine common shares at a fixed price of $0.60 per share. This agreed conversion price determines how many shares investors receive for the $875,000 note principal converted under the conversion agreement.

What change was made to the floor price in Clearmind Medicine’s note agreements?

Clearmind Medicine and the investors agreed that the floor price in the form of promissory note attached to the securities purchase agreements will be $0.60 per common share. This amendment sets a defined minimum reference level for pricing future conversions under those notes.

What is the total capacity of Clearmind Medicine’s convertible note facility?

Clearmind Medicine’s securities purchase agreements allow issuance of convertible promissory notes in an aggregate principal amount of up to $10,000,000. The newly issued $1,750,000 of notes and the $875,000 conversion occur within this previously announced financing framework.

How is this Clearmind Medicine 6-K used with existing registration statements?

This report is incorporated by reference into Clearmind Medicine’s existing registration statements on Form F-3 and Form S-8. That means the information here becomes part of those registration statements unless later filings supersede it, helping keep offering documents up to date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/15/2026 - 07:00 AM EDT Learn about SEC filing dates

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: April 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, and on April 14, 2026, the Company announced that it had 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 $1,750,000 for an aggregate purchase price payable in cash equal to 90% of the principal amount, or $1,575,000.

On April 15, 2026, the Company and the CLA Investors entered into a conversion agreement (the “Conversion Agreement”) pursuant to which each of the CLA Investors converted $875,000 under the Promissory Notes at an agreed conversion price of $0.60 per common share. In addition, the Company and the CLA Investors agreed that floor price in the form of Promissory Note attached to the SPAs shall be amended to $0.60 per common share. The foregoing description of the Conversion Agreement is qualified in its entirety by reference to the full text of such document, which is attached hereto as Exhibit 10.1.

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, 333-293521) 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.

1 

EXHIBIT INDEX

Exhibit No.
10.1		Form of Conversion Agreement

2 

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: April 15, 2026	By:	/s/ Adi Zuloff-Shani
	Name:	Adi Zuloff-Shani
	Title:	Chief Executive Officer

3 

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 FORM OF CONVERSION AGREEMENT 18.3 KB