Clearmind Medicine gives notice of $2M note sale

The $2,000,000 principal amount is priced at 90% for $1,800,000 cash, with closing expected on or before October 19, 2026.

Rhea-AI Filing Summary

Clearmind Medicine Inc. (CMND) delivered notice on October 16, 2026, to the CLA Investors for the issuance and sale of Promissory Notes with an aggregate principal amount of $2,000,000. The notes have an aggregate cash purchase price of $1,800,000, equal to 90% of principal, and the transaction is expected to close on or before October 19, 2026.

The amended securities purchase agreements provide for the issuance and sale of notes from time to time in an aggregate principal amount of up to $10,000,000.

Filing Explained

Clearmind has notified CLA Investors of a planned issuance of $2,000,000 principal in convertible notes for $1,800,000 cash, with closing expected by October 19, 2026; the sale is not yet complete, and conversion could result in common shares, making potential dilution part of the financing.

Key Figures

Promissory Notes aggregate principal amount: $2,000,000 Aggregate cash purchase price: $1,800,000 Purchase price as a percentage of principal: 90% +2 more

5 metrics

Promissory Notes aggregate principal amount $2,000,000 Notes covered by the October 16, 2026 notice

Aggregate cash purchase price $1,800,000 Purchase price for the notes covered by the notice

Purchase price as a percentage of principal 90% Terms of the notes covered by the notice

Maximum aggregate principal amount under amended agreements Up to $10,000,000 Notes to be issued and sold from time to time

Expected closing deadline On or before October 19, 2026 Transaction covered by the notice

Key Terms

convertible promissory notes, aggregate principal amount, securities purchase agreements

3 terms

convertible promissory notes financial

"convertible promissory notes in the aggregate principal amount"

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.

aggregate principal amount financial

"aggregate principal amount of $2,000,000"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

securities purchase agreements financial

"amendment to the securities purchase agreements"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much cash is CMND's announced note sale expected to bring in?

The notes have an aggregate purchase price payable in cash of $1,800,000, equal to 90% of their $2,000,000 aggregate principal amount. The transaction is expected to close on or before October 19, 2026.

What is the maximum aggregate principal amount under CMND's amended securities purchase agreements?

The amended agreements provide for CMND to issue and sell notes to the CLA Investors from time to time in an aggregate principal amount of up to $10,000,000.

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

Form 6-K: How Foreign Companies Report to the SEC →

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Available on EDGAR 10/16/2026 - 04:01 PM EDT Accepted by SEC EDGAR 10/16/2026 - 04:01 PM EDT Learn about SEC filing dates

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: October 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 October 16, 2026, it delivered a notice to the CLA Investors pursuant to which the Company shall issue and sell Promissory Notes to the CLA Investors in the aggregate principal amount of $2,000,000 for an aggregate purchase price payable in cash equal to 90% of the principal amount, or $1,800,000. The transaction is expected to close on or before October 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: October 16, 2026	By:	/s/ Adi Zuloff-Shani
	Name:	Adi Zuloff-Shani
	Title:	Chief Executive Officer

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