Clearmind to buy 51% of EV charger firm for $2.5M
Rhea-AI Filing Summary
Clearmind Medicine Inc. (CMND) reports that it has signed a definitive share purchase agreement to acquire 149 ordinary shares of an Israeli EV wireless charging developer, representing 51% of that company’s fully diluted share capital, for an aggregate purchase price of $2.5 million. Closing is expected during the week of September 7, 2026, subject to customary closing conditions, including execution and funding of a related loan. In connection with and as a condition to closing, Clearmind will provide a $1.5 million loan bearing 4.0% simple annual interest, maturing three years after effectiveness, with automatic extension until the borrower generates sufficient positive cash flow to repay. Clearmind notes that gaining this controlling interest may constitute a significant acquisition under Regulation S-X and states it is evaluating significance and, if required, will file historical financial statements and pro forma financial information for the acquired business.
Positive
- Controlling 51% stake for $2.5 million gives Clearmind Medicine majority ownership in an EV wireless charging technology company, potentially adding a new technology platform and revenue stream outside its core biotech operations.
- $1.5 million loan at 4.0% interest aligns Clearmind as both owner and lender, with terms that allow repayment deferral until the acquired company generates sufficient positive cash flow, supporting the target’s growth runway.
Negative
- Potential significant acquisition under Regulation S-X indicates the deal may be large relative to Clearmind’s size, increasing integration and financial reporting complexity, while the $1.5 million loan concentrates additional credit risk in a single early-stage technology business.
- Closing remains contingent on customary conditions, including execution and funding of the loan, so the acquisition may not be completed as currently expected during the week of September 7, 2026.
Filing Explained
Closing has not occurred; the agreement would give Clearmind control of a wireless-charging business and specified rights to accelerate its related loan.
The proposed acquisition and related loan remain pending closing; if completed, Clearmind would control Charging Robotics, a wireless-charging business for automated parking and autonomous mobile platforms.
This Form 6-K is an interim report by a foreign private issuer furnishing material information published in its home market.
Beyond the stated repayment schedule, the loan agreement allows Clearmind to accelerate repayment after specified defaults, including a missed payment remaining unpaid for 15 business days and certain creditor, insolvency, liquidation, dissolution, reorganization, or enforcement events.
The press-release exhibit describes systems integrating with robotic parking and autonomous-vehicle workflows, without manual connection or traditional charging stations.
The report states that its non-press-release contents are incorporated by reference into the listed Form F-3 and Form S-8 registration statements, to the extent not superseded by later filings.
Key Figures
Key Terms
Form 6-K regulatory
Regulation S-X regulatory
IFRS financial
neuroplastogen-derived therapeutics medical
robotaxis technical
forward-looking statements regulatory
FAQ
What acquisition did Clearmind Medicine Inc. (CMND) announce in this Form 6-K?
What are the key terms of the $1.5 million loan Clearmind Medicine will extend?
When is the Clearmind Medicine (CMND) acquisition expected to close?
Why does Clearmind say the acquisition may be significant under Regulation S-X?
What technology does the EV wireless charging company acquired by Clearmind develop?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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: September 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
On August 31, 2026, Clearmind Medicine Inc. (the “Company”) entered into a share purchase agreement (the “Share Purchase Agreement”) with Charging Robotics Ltd. (“Charging Robotics”), an Israeli company, pursuant to which the Company agreed to purchase 149 ordinary shares of Charging Robotics, representing 51% of Charging Robotics’ issued and outstanding share capital on a fully diluted basis immediately following the closing of the transaction, for an aggregate purchase price of $2.5 million, or $16,778 per share. The closing of the transactions contemplated by the Share Purchase Agreement is expected to occur during the week of September 7, 2026, subject to customary closing conditions, including the execution and funding of the loan described below.
In connection with, and as a condition to, the closing under the Share Purchase Agreement, the Company and Charging Robotics will enter into a loan agreement (the “Loan Agreement”), pursuant to which the Company will provide Charging Robotics with a loan in the aggregate principal amount of $1.5 million. The loan will bear simple interest at a rate of 4.0% per annum, calculated on the basis of the actual number of days elapsed in a 365-day year.
Unless earlier repaid, the outstanding principal amount of the loan, together with accrued and unpaid interest, will become due and payable on the third anniversary of the effective date of the Loan Agreement. If, as of that date, Charging Robotics has not generated positive cash flow from its operating and financing activities, together with available financing sources, sufficient to repay the outstanding loan amount, as reflected in its most recently completed financial statements prepared in accordance with IFRS, the repayment date will automatically be extended until the first date on which Charging Robotics has generated such cash flow and available financing sources. During any extension period, the outstanding principal amount will continue to accrue interest at the rate of 4.0% per annum. Charging Robotics may prepay all or any portion of the loan at any time without penalty, premium or other fee.
The Loan Agreement provides that the Company may accelerate the loan following certain events of default, including a failure by Charging Robotics to make a required payment within 15 business days after it becomes due, certain negotiations with creditors regarding a general readjustment or rescheduling of indebtedness, a general assignment or composition for the benefit of creditors, specified insolvency, liquidation, dissolution or reorganization proceedings, or the levy or enforcement of legal process against all or a material portion of Charging Robotics’ property or assets.
The foregoing descriptions of the Share Purchase Agreement and the Loan Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Share Purchase Agreement and the Loan Agreement, copies of which are furnished as Exhibits 10.1 and 10.2, respectively, to this Report on Form 6-K and are incorporated herein by reference.
Because the Company will acquire a controlling interest in Charging Robotics pursuant to the Share Purchase Agreement, the acquisition may constitute a significant acquisition for purposes of Regulation S-X. The Company is evaluating the significance of the acquisition and, to the extent required by applicable SEC rules, intends to file the historical financial statements of Charging Robotics and related pro forma financial information reflecting the acquisition within the time periods prescribed by Regulation S-X.
On September 4, 2026, the Company issued a press release titled “Clearmind Medicine Signs Definitive Agreement to Acquire 51% Stake in Wireless Charging Company for Automated Parking and Robotaxis,” a copy of which is furnished as Exhibit 99.1 to this Report on Form 6-K.
Warning Concerning Forward Looking Statements
This Report 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. For example, this Report on Form 6-K states that the transactions contemplated by the Share Purchase Agreement and the Loan Agreement (the “Transactions”) are expected to close during the week of September 7, 2026, subject to the satisfaction or waiver of customary closing conditions, including the execution and funding of the loan. In fact, the closing of the Transactions is subject to various conditions and contingencies as are customary in transactions of such nature in the United States. 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 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.
This Report on Form 6-K, excluding the press release attached to this Form 6-K as Exhibit 99.1, is incorporated by reference into the Company’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.
| 1 |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Form of Share Purchase Agreement, dated August 31, 2026, by and between Clearmind Medicine Inc. and Charging Robotics Ltd. | |
| 10.2 | Form of Loan Agreement, dated August 31, 2026, by and between Clearmind Medicine Inc. and Charging Robotics Ltd. and Clearmind Medicine Inc. | |
| 99.1 | Press release titled: “Clearmind Medicine Signs Definitive Agreement to Acquire 51% Stake in Wireless Charging Company for Automated Parking and Robotaxis” |
| 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: September 4, 2026 | By: | /s/Adi Z.uloff-Shani |
| Name: | Adi Zuloff-Shani | |
| Title: | Chief Executive Officer | |
| 3 |
Exhibit 99.1
Clearmind Medicine Signs Definitive Agreement to Acquire 51% Stake in Wireless Charging Company for Automated Parking and Robotaxis
Charging Robotics is one of the few worldwide developing innovative wireless charging systems designed specifically for automated parking facilities and autonomous mobile platforms- environments where conventional cables and plug-in infrastructure cannot operate.
Vancouver, Canada, September 04, 2026 (GLOBE NEWSWIRE) -- Clearmind Medicine Inc. (Nasdaq: CMND) (“Clearmind” or the “Company”), a clinical-stage biotech company focused on the discovery and development of novel, non-hallucinogenic, second generation psychedelic, neuroplastogen-derived therapeutics to solve major under-treated health problems, today announced that it has entered into a definitive agreement (“Agreement”) to acquire a 51% stake in Charging Robotics, an intelligent EV (electric vehicles) wireless charging solutions for automated parking systems and autonomous mobile platforms company (“Charging Robotics”).
Charging Robotics develops dedicated intelligent wireless charging systems designed specifically for automated parking facilities, autonomous mobile platforms, and robotaxi operations, environments where conventional cables and plug-in infrastructure cannot operate. Its proprietary technology delivers continuous charging of up to 10 kW, with smart vehicle communication and dynamic energy management that allocates power in real time. The system integrates directly into robotic parking platforms and autonomous vehicle workflows, requiring no manual connection and no traditional charging stations. The technology is designed to make EV charging a background function of smart parking and autonomous mobility, improving utilization, safety, and the end-user experience in dense urban settings.
Under the terms of the Agreement, Clearmind will acquire the majority stake of Charging Robotics for an aggregate purchase price of $2.5 million (the “Acquisition”). In addition, in connection with and as a condition to the closing of the Acquisition (the “Closing”), the Company shall extend a loan to Charging Robotics in the principal amount of $1.5 million (the “Loan”). The Loan shall bear interest at a rate of 4% per annum.
Unless earlier repaid, the outstanding principal amount of the Loan, together with accrued and unpaid interest, will become due and payable on the three-year anniversary of the Closing. If, as of that date, Charging Robotics has not generated positive cash flow from its operating and financing activities, together with available financing sources, sufficient to repay the outstanding loan amount, as reflected in its most recently completed financial statements prepared in accordance with IFRS, the repayment date will automatically be extended until the first date on which Charging Robotics has generated such cash flow and available financing sources. During any extension period, the outstanding principal amount will continue to accrue interest at the rate of 4.0% per annum.
The Closing of the Acquisition is expected to occur during the week of September 7, 2026, subject to the satisfaction of certain closing conditions.
About Clearmind Medicine Inc.
Clearmind is a clinical-stage neuroplastogens pharmaceutical biotech company focused on the discovery and development of non-hallucinogenic, second generation, neuroplastogen-derived therapeutics to solve widespread and underserved health problems, including alcohol use disorder. Its primary objective is to research and develop psychedelic-based compounds and attempt to commercialize them as regulated medicines, foods, or supplements.
The Company’s intellectual portfolio currently consists of nineteen patent families, including 32 granted patents. The Company intends to seek additional patents for its compounds whenever warranted and will remain opportunistic regarding the acquisition of additional intellectual property to build its portfolio.
Shares of Clearmind are listed for trading on Nasdaq under the symbol “CMND.”
For further information, visit: https://www.clearmindmedicine.com or contact:
Investor Relations
invest@clearmindmedicine.com
www.Clearmindmedicine.com
Forward-Looking Statements:
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act and other securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. For example, the Company is using forward-looking statements when it discusses the timing and completion of the acquisition and the satisfaction of closing conditions related to the acquisition. Forward-looking statements are not historical facts, and are based upon management’s current expectations, beliefs and projections, many of which, by their nature, are inherently uncertain. Such expectations, beliefs and projections are expressed in good faith. However, there can be no assurance that management’s expectations, beliefs and projections will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements. For a more detailed description of the risks and uncertainties affecting the Company, reference is made to the Company’s reports filed from time to time with the Securities and Exchange Commission (“SEC”), including, but not limited to, the risks detailed in the Company’s annual report on Form 20-F for the fiscal year ended October 31, 2025 and subsequent filings with the SEC. Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Clearmind is not responsible for the contents of third-party websites.