Clearmind Medicine (NASDAQ: CMND) issues $1M in notes with $1.875 floor
Rhea-AI Filing Summary
Clearmind Medicine Inc. agreed to issue and sell additional convertible promissory notes with an aggregate principal amount of $1,000,000 to its CLA Investors under an existing facility of up to $10,000,000.
The buyers will pay cash equal to 90% of principal, or $900,000, for these notes. As part of the deal, the floor price used in the conversion price formula of the notes is being amended to $1.875 per common share. The transaction is expected to close on or about June 14, 2026 and is documented in an agreement dated June 12, 2026 that is filed as an exhibit.
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Insights
Clearmind adds $1M in convertible debt at 10% discount with a set conversion floor.
Clearmind Medicine Inc. is drawing an additional $1,000,000 of convertible promissory notes from an existing up to $10,000,000 program. Investors fund at 90% of principal, so Clearmind receives $900,000 in cash while taking on the full principal obligation.
The agreement also amends the conversion “Floor Price” to $1.875 per common share, which defines the lowest price at which the notes can convert based on the formula in the existing notes. The company and investors agreed to exceed the prior quarterly limit once to accommodate this draw.
Future dilution and balance sheet effects will depend on how much of the total facility is ultimately issued and when holders choose to convert the notes into equity under the amended floor price mechanism.
Key Figures
Total note program size: $10,000,000 principal
New notes principal: $1,000,000 principal
Cash purchase price: $900,000 cash
+5 more
8 metrics
Total note program size
$10,000,000 principal
Aggregate principal available under amended SPA
New notes principal
$1,000,000 principal
Additional notes issued June 12, 2026
Cash purchase price
$900,000 cash
90% of $1,000,000 principal for new notes
Floor Price
$1.875 per common share
Amended conversion price floor in Additional Notes
Quarterly limit
$2,500,000 per quarter
Standard limit for additional notes under SPA
L.I.A. Pure Capital allocation
$500,000 principal; $450,000 price
Share of Additional Notes and purchase price
Capitalink allocation
$500,000 principal; $450,000 price
Share of Additional Notes and purchase price
Expected closing date
On or about June 14, 2026
Anticipated closing for Additional Purchase
Key Terms
convertible promissory notes, Floor Price, Form 6-K, Securities Purchase Agreement, +2 more
6 terms
convertible promissory notes financial
"the Company shall issue and sell, from time to time, convertible promissory notes (the "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.
Floor Price financial
"the parties also agreed to amend the floor price applicable to the conversion price formula"
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 6-K regulatory
"Form 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16"
A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.
Securities Purchase Agreement financial
"Amendment to Securities Purchase Agreement with the Buyers (as amended, the "SPA")"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
accredited investors financial
"by and between Clearmind Medicine Inc. ... and the accredited investors party hereto"
Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.
Registration Statements on Form F-3 regulatory
"incorporated by reference into the Registrant’s Registration Statements on Form F-3"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What financing did Clearmind Medicine (CMND) arrange in this Form 6-K?
Clearmind Medicine arranged an additional tranche of convertible promissory notes with a principal amount of $1,000,000. The notes are part of an existing up to $10,000,000 facility with CLA Investors established under amended securities purchase agreements.
How much cash will Clearmind Medicine (CMND) receive from the new notes?
The buyers will pay 90% of the $1,000,000 principal, so Clearmind Medicine will receive $900,000 in cash. The company still incurs the full principal obligation under the convertible promissory notes issued to the participating investors.
What change was made to the conversion terms for Clearmind Medicine (CMND) notes?
The definition of the “Floor Price” in the convertible notes’ conversion formula was amended to $1.875 per common share. This floor price sets the lowest share price reference used when calculating how many shares the notes convert into under the agreed formula.
Who are the investors in Clearmind Medicine’s (CMND) new $1,000,000 notes?
The additional $1,000,000 of notes are purchased by L.I.A. Pure Capital Ltd. and Capitalink Ltd. Each investor is allocated $500,000 in principal amount and a corresponding purchase price of $450,000, according to Annex A of the agreement.
When is the new Clearmind Medicine (CMND) note transaction expected to close?
The company states that the transaction is expected to close on or about June 14, 2026. The related agreement, dated June 12, 2026, details the additional purchase and is filed as an exhibit to the Form 6-K report.
How does this Clearmind Medicine (CMND) deal relate to its existing note program?
The new $1,000,000 issuance draws from an existing SPA framework allowing up to $10,000,000 of convertible notes. The parties agreed to exceed the usual $2,500,000 quarterly limit on a one-time basis specifically for this additional purchase.