Clearmind Medicine to sell 10.9M shares in $2.19M offering

Clearmind Medicine Inc. (CMND) entered into a securities purchase agreement with investors for a registered direct offering of 10,925,000 common shares at $0.20 per share.

Rhea-AI Filing Summary

Clearmind Medicine Inc. (CMND) entered into a securities purchase agreement with investors for a registered direct offering of 10,925,000 common shares at $0.20 per share. The transaction is expected to provide aggregate gross proceeds of about $2.185 million, with closing anticipated on or about November 20, 2025, subject to customary conditions. The company plans to use the net proceeds, together with existing cash, for general corporate purposes, including operating expenses, research and development for its product candidates, working capital, potential future acquisitions and capital expenditures. The shares are being issued under an effective Form F-3 shelf registration statement via a prospectus supplement dated November 19, 2025.

Insights

Equity Capital Markets Analyst

Clearmind raises registered equity capital of $2.185M for broad corporate uses.

Clearmind Medicine is issuing 10,925,000 common shares in a registered direct offering at $0.20 per share, for expected gross proceeds of approximately $2.185 million. A registered direct offering allows the company to sell registered shares directly to investors under its existing Form F-3 shelf registration, using a prospectus supplement dated November 19, 2025.

The company states it intends to use the net proceeds, along with its existing cash, for general corporate purposes such as operating expenses, research and development including clinical and pre-clinical testing, working capital, possible future acquisitions and capital expenditures. The actual effect on its capital structure and operations will depend on final closing, which is expected on or about November 20, 2025, and on how the funds are allocated among these uses.

FAQ

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

What equity offering did Clearmind Medicine (CMND) announce in this Form 6-K?

Clearmind Medicine entered into a securities purchase agreement for a registered direct offering of 10,925,000 common shares at $0.20 per share to institutional or other investors.

How much capital is Clearmind Medicine (CMND) expecting to raise from the offering?

The company expects aggregate gross proceeds of approximately $2.185 million from the sale of 10,925,000 common shares in the registered direct offering.

When is the Clearmind Medicine (CMND) offering expected to close?

The offering is expected to close on or about November 20, 2025, subject to the satisfaction of customary closing conditions described in the securities purchase agreement.

How does Clearmind Medicine (CMND) plan to use the net proceeds from this offering?

Clearmind plans to use the net proceeds, together with existing cash, for general corporate purposes, including operating expenses, research and development, working capital, future acquisitions and capital expenditures.

Under which registration statement is Clearmind Medicine (CMND) issuing these shares?

The common shares are being issued pursuant to a prospectus supplement dated November 19, 2025 under Clearmind’s effective Form F-3 shelf registration statement No. 333-275991 and its related base prospectus.

Does this Form 6-K itself constitute an offer to sell Clearmind Medicine (CMND) securities?

No. The report states that it does not constitute an offer to sell or a solicitation to buy the securities in any state or jurisdiction where such actions would be unlawful.

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

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Accepted by SEC EDGAR 11/19/2025 - 06:09 AM 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: November 2025

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

On November 19, 2025, Clearmind Medicine (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with investors for the purchase and sale of 10,925,000 of the Company’s common shares, no par value (the “Common Shares”), in a registered direct offering (the “Offering”) at a purchase price of $0.20 per Common Share.

The Offering is expected to close on or about November 20, 2025, subject to the satisfaction of customary closing conditions. The aggregate gross proceeds to the Company are expected to be approximately $2.185 million. The Company expects to use the net proceeds from the Offering, together with its existing cash, for general corporate purposes, which may include operating expenses, research and development, including clinical and pre-clinical testing of our product candidates, working capital, future acquisitions and general capital expenditures.

The Securities Purchase Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature.

The securities described above and to be issued in the Offering are being issued pursuant to a prospectus supplement dated as of November 19, 2025, which will be filed with the Securities and Exchange Commission, in connection with a takedown from the Company’s shelf registration statement on Form F-3 (File No. 333-275991) (the “Registration Statement”), which became effective on December 26, 2023, and the base prospectus dated as of December 26, 2023 contained in such Registration Statement. This Report on Form 6-K (this “Report”) shall not constitute an offer to sell or the solicitation to buy, nor shall there be any sale of, any of the securities described herein in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

A copy of the Securities Purchase Agreement is filed as Exhibit 10.1 to this Report and is incorporated by reference herein. The foregoing summary of such document is subject to, and qualified in its entirety by reference to, such exhibit.

A copy of the opinion of Daniel N. Bloch relating to the securities issued in the Offering is attached as Exhibit 5.1.

This Report, is incorporated by reference into the Company’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.

Forward Looking Statements

This Report of on Form 6-K contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward looking statements are based upon the Company’s present intent, beliefs or expectations, but forward looking statements are not guaranteed to occur and may not occur for various reasons, including some reasons which are beyond the Company’s control. For example, this Report states that the Offering is expected to close on or about November 20, 2025. In fact, the closing of the Offering is subject to various conditions and contingencies as are customary in securities purchase agreements in the United States. If these conditions are not satisfied or the specified contingencies do not occur, this Offering may not close. For this reason, among others, you should not place undue reliance upon the Company’s forward looking statements. Except as required by law, the Company undertakes no obligation to revise or update any forward looking statements in order to reflect any event or circumstance that may arise after the date of this Report on Form 6-K.

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EXHIBIT INDEX

Exhibit No.
5.1		Opinion of Daniel N. Bloch, Canadian counsel to the Company
10.1		Form of Securities Purchase Agreement
23.1		Consent of Daniel N. Bloch (included in Exhibit 5.1)

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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: November 19, 2025	By:	/s/ Adi Zuloff-Shani
	Name:	Adi Zuloff-Shani
	Title:	Chief Executive Officer

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