Clearmind details $2.7M notes, $2.68M conversion

Clearmind Medicine Inc. reports new activity under its previously announced convertible note financing and a rapid conversion into equity.

Rhea-AI Filing Summary

Clearmind Medicine Inc. reports new activity under its previously announced convertible note financing and a rapid conversion into equity. The company agreed with its CLA Investors to issue and sell convertible promissory notes with an aggregate principal amount of $2,700,000, for a cash purchase price equal to 90% of principal, or $2,430,000. On April 21, 2026, the CLA Investors converted an aggregate of $2,680,029.60 under the notes into 4,466,716 common shares in accordance with the note terms.

Insights

Capital structure analyst

Clearmind adds cash via discounted notes, then sees rapid share conversion.

Clearmind Medicine is drawing on its previously established convertible note facility of up to $10,000,000. The latest agreement covers notes with $2,700,000 principal, sold for $2,430,000 in cash, reflecting a typical discount structure for this type of financing.

The quick conversion of $2,680,029.60 into 4,466,716 common shares shows that most of this tranche has already shifted from debt into equity. This reduces debt but increases the share count, with valuation impact depending on the company’s market value and trading liquidity.

The notes and this 6-K are incorporated into existing Form F-3 and Form S-8 registration statements, aligning the financing with Clearmind’s broader capital markets program. Future filings may give more detail on any remaining capacity under the $10,000,000 facility and additional conversions.

Key Figures

Convertible note facility size: $10,000,000 aggregate principal New notes principal: $2,700,000 principal amount Cash proceeds from notes: $2,430,000 cash +2 more

5 metrics

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

New notes principal $2,700,000 principal amount Promissory Notes agreed with CLA Investors

Cash proceeds from notes $2,430,000 cash 90% of $2,700,000 principal purchase price

Converted note amount $2,680,029.60 Aggregate principal converted on April 21, 2026

Shares issued on conversion 4,466,716 common shares Issued to CLA Investors upon note conversion

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 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.

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.

FAQ

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

What financing agreement did Clearmind Medicine (CMND) report in this 6-K?

Clearmind Medicine reported an agreement with CLA Investors to issue and sell convertible promissory notes with an aggregate principal amount of $2,700,000. The notes are part of a previously announced facility allowing up to $10,000,000 in convertible promissory notes.

How much cash does Clearmind Medicine (CMND) receive from the new notes?

The company expects cash proceeds of $2,430,000 from the new convertible promissory notes. This reflects a purchase price equal to 90% of the $2,700,000 aggregate principal amount agreed with the CLA Investors under the securities purchase agreements.

How many Clearmind Medicine (CMND) shares were issued upon note conversion?

The CLA Investors converted an aggregate of $2,680,029.60 under the promissory notes into 4,466,716 common shares on April 21, 2026. The conversion followed the terms of the notes and shifted that portion of the debt into equity.

What is the total size of Clearmind Medicine’s (CMND) convertible note program?

Clearmind Medicine’s securities purchase agreements allow issuance of convertible promissory notes in an aggregate principal amount of up to $10,000,000. The newly reported $2,700,000 principal issuance is one part of this broader financing capacity with the CLA Investors.

How is this Clearmind Medicine (CMND) 6-K linked to existing registration statements?

This 6-K is incorporated by reference into Clearmind’s registration statements on Form F-3 and Form S-8. That means the information becomes part of those shelf and equity compensation registration documents, unless later filings supersede it.

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

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Accepted by SEC EDGAR 04/21/2026 - 06:57 AM 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, and on April 20, 2026, the Company announced that it had 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 $2,700,000 for an aggregate purchase price payable in cash equal to 90% of the principal amount, or $2,430,000.

On April 21, 2026, the CLA Investors converted an aggregate of $2,680,029.60 under the Promissory Notes in accordance with their terms into an aggregate of 4,466,716 common shares.

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 21, 2026	By:	/s/ Adi Zuloff-Shani
	Name:	Adi Zuloff-Shani
	Title:	Chief Executive Officer

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