Clearmind Medicine (CMND) agrees to $1.5M convertible note financing at 90%

Rhea-AI Filing Summary

Clearmind Medicine Inc. has agreed with its CLA Investors to issue and sell new convertible promissory notes. The notes have an aggregate principal amount of $1,500,000, with cash proceeds equal to 90% of principal, or $1,350,000, under previously amended securities purchase agreements allowing up to $10,000,000 in such notes.

Insights

Capital structure analyst

Clearmind adds discounted convertible debt for near-term funding.

Clearmind Medicine is drawing on its amended securities purchase agreements to issue convertible promissory notes with $1,500,000 principal, receiving $1,350,000 in cash. The notes sit within a broader framework that allows up to $10,000,000 of such issuances.

The 90% cash purchase price indicates a built-in discount to principal, which can increase the effective cost of capital. As convertible instruments, these notes may later turn into equity, depending on their conversion terms, potentially affecting existing shareholders through future dilution.

This agreement is expected to close on June 1, 2026. Subsequent disclosures detailing the specific conversion mechanics, maturity, and interest terms would further clarify the long-term impact of this financing on Clearmind’s balance sheet and ownership structure.

Key Figures

Convertible note program size: $10,000,000 aggregate principal New notes principal: $1,500,000 principal Cash proceeds: $1,350,000 cash

3 metrics

Convertible note program size $10,000,000 aggregate principal Maximum principal under amended securities purchase agreements

New notes principal $1,500,000 principal Aggregate principal amount of Promissory Notes to CLA Investors

Cash proceeds $1,350,000 cash 90% of principal purchase price for new Promissory Notes

Key Terms

convertible promissory notes, securities purchase agreements, aggregate principal amount, Registration Statements on Form F-3, +1 more

5 terms

convertible promissory notes financial

"the Company shall issue and sell, from time to time, convertible 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.

aggregate principal amount financial

"Promissory Notes in the aggregate principal amount of up to $10,000,000"

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.

Registration Statements on Form F-3 regulatory

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

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.

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

Available on EDGAR 06/01/2026 - 04:07 PM Accepted by SEC EDGAR 06/01/2026 - 04:05 PM Learn about SEC filing dates

FAQ

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

Clearmind Medicine agreed to issue convertible promissory notes with $1,500,000 aggregate principal to its CLA Investors. The company will receive $1,350,000 in cash, reflecting a 90% purchase price relative to the notes’ principal amount.

What is the cash purchase price Clearmind Medicine (CMND) will receive from the new notes?

Clearmind Medicine will receive a cash purchase price of $1,350,000 for convertible promissory notes with $1,500,000 principal. This represents 90% of the aggregate principal, indicating the notes are issued at a discount to face value.

How does the new Clearmind Medicine (CMND) note issuance relate to its existing securities purchase agreements?

The new notes are issued under amended securities purchase agreements that permit up to $10,000,000 in aggregate principal. This $1,500,000 tranche utilizes part of that capacity, continuing a previously established financing framework with the CLA Investors.

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

The agreement states the convertible promissory note transaction is expected to close on or about June 1, 2026. This ties the funding timing closely to the agreement date disclosed in the Form 6-K filing content.

What types of SEC registration statements reference this Clearmind Medicine (CMND) Form 6-K?

The Form 6-K is incorporated by reference into Clearmind’s Form F-3 registration statements and a Form S-8. This means the disclosed information becomes part of those existing registration statements for regulatory and offering purposes.

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: June 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 June 1, 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 $1,500,000 for an aggregate purchase price payable in cash equal to 90% of the principal amount, or $1,350,000. The transaction is expected to close on or about June 1, 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.

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: June 1, 2026	By:	/s/ Adi Zuloff-Shani
	Name:	Adi Zuloff-Shani
	Title:	Chief Executive Officer