Clearmind Medicine (CMND) adjusts note conversions and sets $1.25 floor

Rhea-AI Filing Summary

Clearmind Medicine Inc. reports updates to its previously announced convertible loan arrangement with institutional investors. The company has issued and sold additional convertible promissory notes with an aggregate principal amount of $2,500,000, for cash proceeds equal to 90% of principal, or $2,250,000. The total facility under the securities purchase agreements allows issuance of up to $10,000,000 in such notes over time.

On February 9, 2026, Clearmind and the investors entered into a conversion agreement under which each investor converted $300,000 of principal into common shares at an agreed conversion price of $1.25 per share. They also amended the floor price in the form of promissory note attached to the purchase agreements to $1.25 per common share, aligning the minimum conversion level with the negotiated conversion price.

Insights

Capital structure and credit analyst

Clearmind extends use of its convertible note facility and locks a $1.25 per share floor price.

Clearmind Medicine is drawing further on its previously arranged convertible promissory note structure, issuing notes with $2,500,000 principal for cash proceeds of $2,250,000. This reflects a 10% original issue discount, a common feature in structured financing that raises cash below face value.

The conversion agreement shows investors converting $300,000 of note principal into equity at $1.25 per common share, while the promissory note floor price is amended to the same level. This links future conversions to a defined minimum price, which can influence dilution dynamics depending on how much of the up to $10,000,000 facility is ultimately issued and converted.

The filing also incorporates this agreement into existing registration statements, tying the updated note and conversion terms into Clearmind’s broader capital markets documentation. Subsequent filings may clarify additional drawings or conversions under the facility as they occur.

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, and on February 4, 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 $2,500,000 for an aggregate purchase price payable in cash equal to 90% of the principal amount, or $2,250,000.

On February 9, 2026, the Company and the CLA Investors entered into a conversion agreement (the “Conversion Agreement”) pursuant to which each of the CLA Investors converted $300,000 under the Promissory Notes at an agreed conversion price of $1.25 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 $1.25 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, and 333-290404) 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: February 11, 2026	By:	/s/ Adi Zuloff-Shani
	Name:	Adi Zuloff-Shani
	Title:	Chief Executive Officer

3

FAQ

What financing agreement did Clearmind Medicine (CMND) reference in this Form 6-K?

Clearmind Medicine referenced previously announced securities purchase agreements allowing issuance of up to $10,000,000 in convertible promissory notes. These agreements define how notes are sold to investors, later converted into common shares, and integrated into existing registration statements.

How much in new convertible promissory notes did Clearmind Medicine (CMND) issue?

Clearmind Medicine agreed to issue convertible promissory notes with an aggregate principal amount of $2,500,000. The aggregate cash purchase price paid by the investors equals 90% of that principal, or $2,250,000, reflecting a structured discount at issuance.

What conversion transaction did Clearmind Medicine (CMND) report under the promissory notes?

Clearmind Medicine and the investors entered a conversion agreement where each investor converted $300,000 of note principal. The agreed conversion price was $1.25 per common share, determining how much equity is issued for the converted debt amount.

What is the new floor price in Clearmind Medicine’s (CMND) promissory notes?

The company and the investors agreed to amend the promissory note form so the floor price is $1.25 per common share. This sets a minimum price reference for future share issuances under the notes, matching the agreed conversion price in the conversion agreement.

How does this Clearmind Medicine (CMND) update relate to existing SEC registration statements?

The report states it is incorporated by reference into Clearmind’s existing registration statements on Form F-3 and Form S-8. This means the updated conversion agreement and related terms become part of those registration documents from the submission date, unless later superseded.

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 FORM OF CONVERSION AGREEMENT 18.2 KB