Clearmind Medicine (NASDAQ: CMND) issues $600K convertible notes at 10% discount

Rhea-AI Filing Summary

Clearmind Medicine Inc. reports a new funding step under its existing convertible loan arrangement. The company agreed with its CLA investors to issue and sell convertible promissory notes with an aggregate principal amount of $600,000, as part of a broader facility of up to $10,000,000 established under amended securities purchase agreements from September 17, 2025.

The CLA investors will pay an aggregate cash purchase price equal to 90% of the notes’ principal, or $540,000, providing discounted financing to the company. The transaction is expected to close on or about May 19, 2026. This report is also incorporated by reference into Clearmind’s existing Form F-3 and Form S-8 registration statements.

Insights

Capital structure and financing analyst

Clearmind secures a small discounted convertible debt tranche within a larger facility.

Clearmind Medicine is drawing $600,000 in principal from an existing convertible note facility that allows issuances up to $10,000,000. The cash proceeds of $540,000 reflect a 10% original issue discount, a common feature in higher-risk or early-stage financing.

This structure provides near-term liquidity while creating future equity-conversion overhang, depending on note terms and conversion pricing, which are not detailed here. The transaction is expected to close around May 19, 2026, and is tied into the company’s existing shelf and equity compensation registration statements.

Key Figures

Facility size: $10,000,000 aggregate principal New notes principal: $600,000 principal Cash proceeds: $540,000 cash +3 more

6 metrics

Facility size $10,000,000 aggregate principal Maximum convertible promissory notes under amended SPAs

New notes principal $600,000 principal Promissory Notes agreed with CLA investors on May 18, 2026

Cash proceeds $540,000 cash 90% of principal amount payable by CLA investors

Expected closing date May 19, 2026 Anticipated closing of the $600,000 notes transaction

SPA amendment date September 17, 2025 Original securities purchase agreements date, later amended

Incorporated forms Form F-3 and Form S-8 6-K incorporated by reference into multiple registration statements

Key Terms

convertible promissory notes, securities purchase agreements, foreign private issuer, Form F-3, +1 more

5 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.

securities purchase agreements financial

"entered into an amendment to the securities purchase agreements dated September 17, 2025"

A securities purchase agreement is a legal contract that spells out the terms when a company sells stocks, bonds, or other investment instruments to buyers. It lays out price, how many securities change hands, any promises or protections for each side, and when the sale is completed—like a detailed sales contract for investments. Investors care because it determines ownership stakes, potential dilution, rights attached to the securities, and conditions that affect the company’s future value.

foreign private issuer regulatory

"Form 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

Form F-3 regulatory

"incorporated by reference into the Registrant’s Registration Statements on Form F-3"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

Form S-8 regulatory

"and Form S-8 (File No. 333-283695), filed with the Securities and Exchange Commission"

A Form S-8 is a U.S. Securities and Exchange Commission registration that lets a public company set aside shares for employee benefit plans and stock-based compensation. Think of it as opening a dedicated account that authorizes the company to issue or reserve stock for workers and directors; it matters to investors because it enables share dilution when those awards are granted or exercised and signals how management is compensated and incentivized.

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

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Accepted by SEC EDGAR 05/18/2026 - 04:05 PM Learn about SEC filing dates

FAQ

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

Clearmind Medicine agreed to issue convertible promissory notes with $600,000 principal to its CLA investors. These notes are part of an amended facility allowing up to $10,000,000 in total issuances under prior securities purchase agreements.

How much cash will Clearmind Medicine (CMND) receive from the new notes?

The company will receive an aggregate cash purchase price of $540,000, which equals 90% of the $600,000 principal amount. This 10% discount, known as an original issue discount, effectively increases the financing cost compared with the face value of the notes.

When is the new Clearmind Medicine (CMND) convertible note transaction expected to close?

The company states that the transaction is expected to close on or about May 19, 2026. This timing follows its May 18, 2026 agreement with CLA investors to issue and sell the $600,000 principal amount of convertible promissory notes.

How does this Clearmind Medicine (CMND) financing relate to earlier agreements?

The notes are issued under amended securities purchase agreements originally dated September 17, 2025. Those agreements, as amended, allow Clearmind to issue convertible promissory notes in an aggregate principal amount of up to $10,000,000 to the CLA investors over time.

Are Clearmind Medicine’s (CMND) registration statements affected by this Form 6-K?

Yes. The Form 6-K is incorporated by reference into Clearmind’s existing Form F-3 and Form S-8 registration statements. This means the information in this report becomes part of those registrations unless later filings or reports supersede it.

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.

The Company is announcing that on May 18, 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 $600,000 for an aggregate purchase price payable in cash equal to 90% of the principal amount, or $540,000. The transaction is expected to close on or about May 19, 2026.

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.

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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: May 18, 2026	By:	/s/ Adi Zuloff-Shani
	Name:	Adi Zuloff-Shani
	Title:	Chief Executive Officer

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