Clearmind Medicine (CMND) converts $875K notes at $0.60 and amends floor
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.
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Insights
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
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.
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.