Clearmind Medicine (CMND) trims second tranche of convertible note deal

Rhea-AI Filing Summary

Clearmind Medicine Inc. is reducing the second tranche of its previously announced convertible promissory note financing from an aggregate principal amount of $1,900,000 to $600,000, with a cash purchase price equal to 90% of principal, or $540,000. The first tranche for $600,000 in principal, generating $540,000 in cash proceeds, closed on February 4, 2026. These tranches form part of a broader facility of up to $10,000,000 in convertible promissory notes with CLA Investors. The company states that the reduction reflects its current capital requirements and liquidity position, while all other terms of the second-tranche notes remain unchanged.

Insights

Capital structure and financing analyst

Clearmind scales back planned convertible note funding to match liquidity needs.

Clearmind Medicine entered into agreements allowing issuance of up to $10,000,000 in convertible promissory notes. A February 2026 notice contemplated an additional $2,500,000 in principal, sold at 90% of face value, split between two tranches.

The first tranche closed at $600,000 principal for $540,000 cash. The second tranche has now been cut from $1,900,000 to $600,000 in principal, also for $540,000 cash, citing the company’s current capital requirements and liquidity position. This means less immediate funding and potentially less future share dilution from conversion than originally planned.

All other terms of the second tranche remain unchanged, so the structural mechanics of conversion and resale are intact. Future disclosures in periodic reports may provide more detail on how this smaller financing aligns with the company’s ongoing cash needs and development plans.

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: February 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 September 17, 2025, Clearmind Medicine Inc. (the “Company”) entered into securities purchase agreements (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, and on February 4, 2026, the Company announced that it had 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 $2,500,000 for an aggregate purchase price payable in cash equal to 90% of the principal amount, or $2,250,000.

The issuance and sale of the additional Promissory Notes was to occur in two tranches. The closing of the first tranche, 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, occurred on February 4, 2026. The closing of the second tranche, in the aggregate principal amount of $1,900,000 for an aggregate purchase price payable in cash equal to 90% of the principal amount, or $1,710,000, was to occur promptly following the filing by the Company with the U.S. Securities and Exchange Commission of a registration statement covering the resale of the common shares issuable upon conversion of the Promissory Notes issued in the first and second tranche.

The Company is announcing that, in light of its current capital requirements and liquidity position, it is reducing the aggregate principal amount of the second tranche to $600,000 for an aggregate purchase price payable in cash equal to 90% of the principal amount, or $540,000. All other terms of the second tranche of such additional Promissory Notes remain unchanged.

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, and 333-290404) 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: February 17, 2026	By:	/s/ Adi Zuloff-Shani
	Name:	Adi Zuloff-Shani
	Title:	Chief Executive Officer

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FAQ

What change did Clearmind Medicine Inc. (CMND) make to its second tranche of promissory notes?

Clearmind Medicine reduced the second tranche of its convertible promissory notes from $1,900,000 to $600,000 in principal. The notes are sold at 90% of face value, so this tranche now provides $540,000 in cash instead of the previously contemplated higher amount.

How much cash is Clearmind Medicine Inc. (CMND) receiving from each promissory note tranche?

Each tranche provides cash equal to 90% of the principal amount of the notes. The first tranche delivered $540,000 on $600,000 principal, and the revised second tranche will also deliver $540,000 on $600,000 principal under the same pricing terms.

Why did Clearmind Medicine Inc. (CMND) reduce the size of its second promissory note tranche?

The company stated it is reducing the second tranche in light of its current capital requirements and liquidity position. This indicates management believes a smaller cash raise of $540,000 now better matches its present funding needs than the originally planned $1,900,000 principal tranche.

What is the total potential size of Clearmind Medicine Inc.’s (CMND) convertible note facility?

Clearmind Medicine’s securities purchase agreements allow issuance of convertible promissory notes up to an aggregate principal amount of $10,000,000. The revised February 2026 tranches, totaling $1,200,000 in principal, represent only a portion of this maximum capacity authorized under the agreements with CLA Investors.

What conditions were tied to the second tranche of Clearmind Medicine Inc. (CMND) promissory notes?

The second tranche was scheduled to close promptly following Clearmind’s filing of a registration statement covering resale of common shares issuable upon conversion of the notes. That structure remains, with the only change being the reduction of principal to $600,000 while all other terms stay the same.

How do Clearmind Medicine Inc.’s (CMND) promissory notes relate to its registered share offerings?

The company plans to file a registration statement covering resale of common shares issued upon conversion of the promissory notes. This Form 6-K is incorporated by reference into existing Form F-3 and Form S-8 registration statements, integrating these financing terms into Clearmind’s broader registered securities framework.