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: June 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.
The Company is announcing that on June 12, 2026, it entered into an
agreement with the CLA Investors pursuant to which the Company shall issue and sell Promissory Notes to the CLA Investors in the aggregate
principal amount of $1,000,000 for an aggregate purchase price payable in cash equal to 90% of the principal amount, or $900,000. In connection
with this agreement, the parties also agreed to amend the floor price applicable to the conversion price formula set forth in the Promissory
Notes to $1.875 per common share. The transaction is expected to close on or about June 14, 2026.
The foregoing description of the agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the agreement, which is attached as an exhibit to this Form 6-K and
incorporated herein by reference.
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 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not superseded by documents or reports subsequently filed or furnished.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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Agreement dated June 12, 2026 regarding Additional Purchase of Convertible Promissory Notes. |
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. |
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(Registrant) |
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|
| Date: June 12, 2026 |
By: |
/s/ Adi Zuloff-Shani |
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Name: |
Adi Zuloff-Shani |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
AGREEMENT
This Agreement (this “Agreement”) is entered into as of
June 12, 2026 (the “Effective Date”), by and between Clearmind Medicine Inc., a British Columbia corporation (the “Company”),
and the accredited investors party hereto (each, a “Buyer”).
WHEREAS, on April 30, 2026, the Company
entered into that certain Amendment to Securities Purchase Agreement with the Buyers (as amended, the “SPA”), pursuant to
which the Company shall issue and sell, from time to time, convertible promissory notes (each, an “Additional Note”), in the
aggregate principal amount of up to $10,000,000 to the Buyers;
WHEREAS, Section 1(c) of the SPA provides
that the Company may request, at its sole discretion, that the Buyers will purchase Additional Notes in the aggregate principal amount
of $2,500,000 per fiscal quarter (the “Quarterly Limit”);
WHEREAS, the Company and the Buyers wish
to exceed the Quarterly Limit on a one time basis, such that Buyers shall purchase Additional Notes in the aggregate principal amount
of $1,000,000 on the date hereof; and
WHEREAS, the Company and the Buyers wish
to amend the Conversion Price formula set forth in the Additional Notes and agree on an amended floor price.
NOW, THEREFORE, in consideration of the
mutual covenants and agreements herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Buyers agree as follows
1. Definitions. Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to them in the SPA.
2. Additional Purchase.
Notwithstanding anything to the contrary in the SPA, on the date hereof the Company shall issue and sell to the Buyers, and the Buyers
shall purchase from the Company, Additional Notes in an aggregate principal amount of $1,000,000 (the “Additional Purchase”),
for an aggregate purchase price payable in cash equal to 90% of the principal amount, or $900,000.
3. Allocation; Pro Rata
Portions. Each Buyer’s pro rata portion of (i) the aggregate principal amount of the Additional Notes and (ii) the aggregate
purchase price for the Additional Purchase is set forth on Annex A attached hereto.
4. Funding Instructions.
Each Buyer shall remit its respective purchase price amount set forth on Annex A, in immediately available funds, by wire transfer to
an account to be provided by the Company to each Buyer.
5. Floor Price. The
definition of “Floor Price” in the Additional Note attached as Exhibit A to the SPA shall be amended to mean $1.875 per Common
Share.
6. No Waiver of SPA Rights.
Except as expressly set forth herein: (a) all terms and conditions of the SPA remain in full force and effect; (b) the Additional Purchase
remains subject to Section 1(c) of the SPA; and (c) nothing herein shall be deemed to waive, limit, or modify any rights or remedies of
any party under the SPA or any Additional Note.
7. Governing Law. This
Agreement, and the rights and obligations of the parties hereunder, shall be governed by, and construed in accordance with, Section 8(a)
of the SPA, which provision is hereby incorporated by reference mutatis mutandis as if fully set forth herein.
8. Counterparts. This
Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and
the same agreement.
9. Further Assurances.
Each party agrees to execute such further documents and take such further actions as may be reasonably necessary to effectuate the purposes
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: |
|
|
| Name: |
Adi Zuloff-Shani |
|
| Title: |
Chief Executive Officer |
|
| |
|
| By: |
|
|
| Name: |
Hila Kiron-Revach |
|
| Title: |
Chairman of the Board |
|
| L.I.A Pure Capital Ltd. |
|
| |
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| By: |
|
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| Name: |
Kfir Silberman |
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| Title: |
Chief Executive Officer |
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| Capitalink Ltd. |
|
| |
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| By: |
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| Name: |
Lavi Krasney |
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| Title: |
Chief Executive Officer |
|
ANNEX A
Allocation of Additional Notes and Purchase Price
| Buyer Name | |
Principal
Amount of
Additional
Note | | |
Purchase
Price
(90%) | |
| L.I.A. Pure Capital Ltd. | |
$ | 500,000 | | |
$ | 450,000 | |
| Capitalink Ltd. | |
$ | 500,000 | | |
$ | 450,000 | |
| | |
| | | |
| | |
| Total | |
$ | 1,000,000 | | |
$ | 900,000 | |
