Clearmind Medicine issues $1.75M convertible notes

Clearmind Medicine Inc. issued and sold convertible promissory notes with an aggregate principal amount of $1,750,000 to existing CLA investors under previously signed securities purchase agreements.

Rhea-AI Filing Summary

Clearmind Medicine Inc. issued and sold convertible promissory notes with an aggregate principal amount of $1,750,000 to existing CLA investors under previously signed securities purchase agreements. The notes were sold for a cash purchase price equal to 90% of principal, providing $1,575,000 in proceeds on April 14, 2026.

The notes are part of a broader facility allowing issuance of up to $10,000,000 in aggregate principal amount of convertible promissory notes. This report is incorporated by reference into Clearmind’s existing Form F-3 and Form S-8 registration statements.

Insights

Capital structure analyst

Clearmind taps its convertible note facility for $1.75M at a 10% discount.

Clearmind Medicine drew on its previously arranged securities purchase agreements, issuing convertible promissory notes with $1,750,000 principal to CLA investors. Cash proceeds were $1,575,000, reflecting a 10% discount to face value, which is common in structured financings.

The transaction adds convertible debt rather than equity, with potential future share issuance if the notes are converted. It also confirms the broader capacity of up to $10,000,000 in notes remains in place, giving Clearmind an established channel for additional funding if needed.

Key Figures

New notes principal: $1,750,000 Cash proceeds: $1,575,000 Facility size: $10,000,000 +1 more

4 metrics

New notes principal $1,750,000 Aggregate principal amount of convertible promissory notes issued April 14, 2026

Cash proceeds $1,575,000 Aggregate purchase price equal to 90% of principal for April 14, 2026 issuance

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

Form 6-K date April 14, 2026 Date Clearmind delivered notice, received funds and issued notes

Key Terms

securities purchase agreements, convertible promissory notes, Form 6-K, Form F-3, +1 more

5 terms

securities purchase agreements financial

"entered into securities purchase agreements (the “SPAs”) with investors"

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.

convertible promissory notes financial

"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.

Form 6-K regulatory

"This Form 6-K incorporated by reference into the Registrant’s Registration Statements"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

Form F-3 regulatory

"Registration Statements on Form F-3 (File Nos. 333-275991, 333-270859, 333-273293, 333-293521)"

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.

FAQ

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

What did Clearmind Medicine (CMND) announce in its April 2026 Form 6-K?

Clearmind Medicine reported issuing convertible promissory notes with $1,750,000 principal to CLA investors on April 14, 2026. The company received $1,575,000 in cash proceeds, reflecting a 10% discount to the notes’ face value under previously signed agreements.

How much financing did Clearmind Medicine (CMND) raise through the new promissory notes?

Clearmind raised $1,575,000 in cash by issuing convertible promissory notes with $1,750,000 principal. The investors paid 90% of the principal amount in cash, providing immediate funding while the full principal remains outstanding as convertible debt.

What is the total capacity of Clearmind Medicine’s (CMND) convertible note facility?

Under previously signed securities purchase agreements, Clearmind may issue convertible promissory notes in an aggregate principal amount of up to $10,000,000. The April 14, 2026 issuance of $1,750,000 in notes is one draw under this larger funding capacity.

Who are the investors in Clearmind Medicine’s (CMND) April 2026 convertible notes?

The notes were issued to CLA Investors under existing securities purchase agreements. These investors agreed to purchase Clearmind’s convertible promissory notes, paying 90% of principal in cash for each issuance, including the $1,750,000 tranche completed on April 14, 2026.

How does Clearmind Medicine’s (CMND) April 2026 Form 6-K affect its registration statements?

The Form 6-K is incorporated by reference into Clearmind’s existing Form F-3 and Form S-8 registration statements. This means the disclosed $1,750,000 note issuance and related details become part of those registration statements for regulatory and disclosure purposes.

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

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Accepted by SEC EDGAR 04/14/2026 - 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: April 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.

The Company is announcing that on April 14, 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 $1,750,000 for an aggregate purchase price payable in cash equal to 90% of the principal amount, or $1,575,000. The Company received the funds and issued the Promissory Notes on April 14, 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 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: April 14, 2026	By:	/s/ Adi Zuloff-Shani
	Name:	Adi Zuloff-Shani
	Title:	Chief Executive Officer

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