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: May 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
April 30, 2026, Clearmind Medicine Inc. (the “Company”) entered into an amendment to the securities purchase agreements dated
September 17, 2025 (as amended, 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. On February 17, 2026, the Company announced that it shall issue to the CLA Investors a Promissory Note, in
the original principal amount of $600,000 for an aggregate purchase price payable in cash equal to 90% of the principal amount, or $540,000,
and on May 18, 2026, the Company announced that it shall issue to the CLA Investors a Promissory Note, in the original principal amount
of $600,000 for an aggregate purchase price payable in cash equal to 90% of the principal amount, or $540,000, in each case pursuant to
the SPAs.
On May 19, 2026, the
Company and the CLA Investors entered into a conversion agreement (the “Conversion Agreement”) pursuant to which each of
the two CLA Investors converted an aggregate of $600,000 under the Promissory Notes at an agreed conversion price of $0.30 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 $0.30 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 99.1.
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, 333-290404, 333-293521
and 333-295455) 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extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
| Exhibit No. |
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| 99.1 |
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Form of Conversion Agreement |
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.
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Clearmind Medicine, Inc. |
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(Registrant) |
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| Date: May 19, 2026 |
By: |
/s/ Adi
Zuloff-Shani |
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Name: |
Adi Zuloff-Shani |
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Title: |
Chief Executive Officer |
3
Exhibit 99.1
CONVERSION AGREEMENT
This Conversion Agreement (this “Agreement”) is entered
into as of May 19, 2026 (the “Effective Date”), by and between Clearmind Medicine Inc., a British Columbia corporation (the
“Company”), and the accredited investors party hereto (the “Holders”).
WITNESSETH
WHEREAS, the Company issued to the Holder:
(i) a Convertible Note, dated February 17, 2026 (the “First Note”), in the original principal amount of $300,000, pursuant
to that certain Securities Purchase Agreement, dated September 17, 2025 (as amended, the “SPA”), and (ii) a Convertible Note,
dated May 19, 2026 (together with the First Note, the “Notes”), in the original principal amount of $300,000, pursuant to
an amendment to the SPA dated April 30, 2026 (together with the SPA, the “SPAs”);
WHEREAS, the Notes are convertible into
Common Shares of the Company on the terms and conditions set forth in Section 3 thereof;
WHEREAS, the Company and the Holder desire
to effect a conversion of the outstanding amounts under the Notes at a mutually agreed conversion price, notwithstanding the Conversion
Price formula set forth in the Notes; and
WHEREAS, the Company and the Holder desire
to set forth their agreement with respect to such conversion and the applicable conversion price.
AGREEMENT
1. Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Notes.
2. Agreed Conversion.
2.1 Conversion Amount. Subject to the terms
and conditions of this Agreement, the Holder hereby agrees to convert, and the Company agrees to honor the conversion of, an aggregate
of $600,000 of the outstanding Conversion Amount under the Notes (the “Agreed Conversion Amount”).
2.2 Agreed Conversion Price. Notwithstanding
anything to the contrary in the Notes (including, without limitation, the definition of “Conversion Price” and the Floor Price),
solely with respect to the conversion of the Agreed Conversion Amount pursuant to this Agreement, the parties hereby agree that the conversion
price shall be $0.30 per Common Share (the “Agreed Conversion Price”).
2.3 Issuance of Common Shares. The number
of Common Shares issuable upon conversion of the Agreed Conversion Amount shall be equal to the Agreed Conversion Amount divided by the
Agreed Conversion Price, rounded in accordance with Section 3(a) of the Notes (the “Conversion Shares”).
2.4 Deemed Conversion Notice. For purposes
of Section 3(b) of the Notes, the execution and delivery of this Agreement shall be deemed to constitute a valid and irrevocable Conversion
Notice with respect to the Agreed Conversion Amount.
3. Mechanics; Timing
3.1 Share Delivery. The Company shall issue
and deliver (or cause its transfer agent to issue and deliver) the Conversion Shares to the Holder (or its designee) in accordance with
Section 3(b) of the Notes within the time period specified therein.
3.2 Partial Conversion; Reissuance of Note.
If the outstanding Principal under the Notes exceeds the Agreed Conversion Amount, then promptly following the conversion contemplated
hereby, the Company shall issue to the Holder a new Note in accordance with Section 4 of the Notes reflecting the remaining outstanding
Principal and accrued and unpaid Interest.
4. Limited Waiver and Amendment
4.1 Override of Conversion Price Formula.
Solely with respect to the conversion of the Agreed Conversion Amount pursuant to this Agreement, the parties hereby waive and amend the
application of Section 3 of the Notes to provide that the Agreed Conversion Price shall apply in lieu of the Conversion Price otherwise
determined thereunder.
4.2 Floor Price. The definition of “Floor
Price” in the form of Convertible Note attached as Exhibit A to the SPA shall be amended to mean $0.30 per Common Share.
4.3 No Other Amendments. Except as expressly
set forth herein, all terms and provisions of the Notes and the SPAs shall remain in full force and effect, unmodified and unimpaired,
and are hereby ratified and confirmed.
5. No Event of Default. The Company represents and warrants that, as of the Effective Date, no Event of Default has occurred and is continuing under the Notes.
6. Securities Law Matters
6.1 Registration Statement. The Conversion
Shares have been registered for resale pursuant to a registration statement filed by the Company with the Securities and Exchange Commission
(the “Registration Statement”). The Company represents that the Registration Statement is effective as of the Effective Date.
6.2 Legends. Upon issuance, the Conversion
Shares shall not bear any restrictive legends, and the Company shall cause its transfer agent to issue such Conversion Shares in book-entry
or other uncertificated form without restrictive legends, in each case in accordance with the Registration Statement and applicable law.
7. Representations of
the Holder. The Holder represents and warrants that: (a) it is the lawful holder of the Note; (b) it has full power and
authority to enter into this Agreement; (c) it is acquiring the Conversion Shares for its own account and not with a view to
distribution in violation of the Securities Act; and (d) it has consulted with its own advisors regarding the conversion
contemplated hereby.
8. Governing Law.
This Agreement shall be governed by, and construed in accordance with, the governing law provisions set forth in Section 8(a) of the
SPA, which provision is hereby incorporated by reference mutatis mutandis.
9. Miscellaneous.
9.1 Entire Agreement. This Agreement constitutes
the entire agreement of the parties with respect to the subject matter hereof.
9.2 Counterparts. This Agreement may be
executed in counterparts, each of which shall be deemed an original.
9.3 Further Assurances. Each party agrees
to execute and deliver such further documents and instruments as may be reasonably necessary to carry out the intent of this Agreement.
[REMAINDER PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first written above.
| CLEARMIND MEDICINE INC. |
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| By: |
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| Name: |
Adi Zuloff-Shani |
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| Title: |
Chief Executive Officer |
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| By: |
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| Name: |
Hila Kiron-Revach |
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| Title: |
Chairman of the Board |
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