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 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
Convertible Promissory Note
On September 17, 2025, Clearmind
Medicine Inc. (the “Company”) entered into securities purchase agreements (the “SPAs”), with institutional investors
(the “Holders”). Pursuant to the SPAs, the Company shall issue and sell, from time to time, convertible promissory notes (the
“Notes”), in the aggregate principal amount of up to $10,000,000 (the “Subscription Amount”). Upon the execution
of the SPAs (the “First Initial Closing”), the Holders shall purchase from the Company a Note in the aggregate principal amount
of $555,556 for a purchase price of $500,000. On the date on which the Registration Statement (as defined below) is declared effective
by the Securities and Exchange Commission (the “SEC”) (the “Second Initial Closing”), the Company shall issue
and sell additional Notes in the aggregate principal amount of $1,944,444 for a purchase price of $1,750,000. Commencing on the date that
is three months after the Second Initial Closing, the Company may request, at its sole discretion, that the Holders purchase additional
Notes in the aggregate principal amount of $2,500,000 for a purchase price of $2,250,000 during each subsequent three month period such
that the aggregate amount of such additional notes is $7,500,000 for a purchase price of $6,750,000. The Company intends to use the net
proceeds from the sale of the Notes for working capital and general corporate purposes, as well as for potential acquisitions to support
its exploration of strategic opportunities.
Notwithstanding the foregoing,
if at any time after the Second Initial Closing, the daily trading volume of the Company’s common shares, no par value per share
(the “Common Shares”), is at least 150% of the amount of Common Shares then outstanding, then the Company may request, at
its sole discretion, that the Holders purchase additional Notes for a purchase price payable in cash equal to 90% of the principal amount,
provided however that the aggregate principal amount of Notes purchased pursuant to the SPAs shall not exceed $7,500,000 during the period
commencing as of the Second Initial Closing and until the date that is three months after the Second Initial Closing, and thereafter shall
not exceed $2,500,000 during each subsequent three-month period, and provided further that the aggregate principal amount of all Notes
purchased pursuant to the SPAs shall not exceed the Subscription Amount.
Each Note will be issued at
a purchase price equal to 90% of the principal amount of such Note, and is to be repaid, together with the accrued due interest, in ten
equal monthly installments beginning on the eighteenth month anniversary of its issuance date, unless repaid earlier (partially or in
full) at the option of the Company or if extended at the option of the Holder. The principal amount under each Note will bear an annual
interest rate of 4% (which will increase to 14% upon an Event of Default, as defined in the Note). The outstanding amount due under each
Note is convertible into the Common Shares at the option of the Holder, at any time after the issuance date of such Note, at a conversion
price equal to the lower of (i) $1.01 and (ii) 12% of the lowest daily volume weighted average price during the 20 consecutive trading
days immediately preceding the applicable date of conversion (the “Variable Price”), provided that such Variable Price may
not be lower than the floor price of $0.20 per Common Share, which is equal to 20% of the VWAP of the Common Shares during the 20 consecutive
trading days immediately prior to the Initial Closing, subject to certain adjustments as provided in the Note. The Holders’ option
to convert the outstanding amount due is subject to the limitation that the conversion may not result in the Holders’ beneficial
ownership exceeding 4.99% of the outstanding Common Shares.
The Company is not obligated
to utilize any of the remaining Subscription Amount available under the SPAs, and there are no minimum commitments or minimum use penalties.
The SPAs do not impose any restrictions on the Company’s operating activities. The SPAs contain customary representations, warranties
and representations by the Company. The descriptions of the SPAs and Form of Note set forth above are qualified in their entirety by reference
to the full text of those documents, which are attached hereto as Exhibits 10.1 and 4.1, respectively.
The securities described above
(the “Securities”) were and will be issued and sold in a private placement exempt from the registration requirements of the
Securities Act of 1933, as amended (the “Securities Act”), and have not been registered under the Securities Act, or applicable
state securities laws. Accordingly, the Securities may not be sold in the United States except pursuant to an effective registration statement
or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities law. The Company
has agreed to file a registration statement (the “Registration Statement”) with the SEC to register the resale of the Common
Shares issuable upon conversion of the Notes.
This Report of Foreign Private
Issuer on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein,
nor shall there be any sale of these securities 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.
This Form 6-K is incorporated
by reference into the Registrant’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.
Cautionary Note Regarding Forward-Looking Statements
This Report of Foreign Private
Issuer on Form 6-K 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 terms and potential
future issuances of Notes under the SPA and the Company’s intended use of proceeds and its exploration of strategic opportunities.
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 or 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 SEC, including, but not limited to, the risks detailed in the Company’s Annual Report on Form 20-F
filed on January 22, 2025. 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.
EXHIBIT INDEX
| Exhibit No. |
|
|
| 4.1* |
|
Form of Convertible Promissory Note |
| 10.1* |
|
Form of Securities Purchase Agreement, dated September 17, 2025 |
| * | Portions of this exhibit (indicated by asterisks) have been
omitted under rules of the SEC permitting the confidential treatment of select information. The Registrant agrees to furnish a copy of
all omitted information to the SEC upon its request |
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 17, 2025 |
By: |
/s/ Adi Zuloff-Shani |
| |
Name: |
Adi Zuloff-Shani |
| |
Title: |
Chief Executive Officer |
