Clearmind Medicine (CMND) issues $2.7M in new convertible promissory notes at 90% of principal

Rhea-AI Filing Summary

Clearmind Medicine Inc. is drawing additional funding under previously announced securities purchase agreements. The company agreed with existing CLA Investors to issue and sell convertible promissory notes with an aggregate principal amount of $2,700,000. These notes will be purchased for cash equal to 90% of principal, or $2,430,000, and are part of a larger facility of up to $10,000,000 in convertible promissory notes. The transaction is expected to close on or about April 21, 2026, and 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 $2.7M in new convertible note funding at a 10% discount.

Clearmind Medicine is utilizing its previously arranged convertible note facility by issuing $2,700,000 in principal for cash proceeds of $2,430,000. This drawdown fits within the up to $10,000,000 aggregate capacity agreed with CLA Investors on September 17, 2025.

The notes are convertible, meaning debt can be exchanged for equity under terms defined in the prior securities purchase agreements. Actual effects on existing shareholders will depend on future conversions and any related pricing mechanics described in those agreements.

The company expects the transaction to close on or about April 21, 2026. Subsequent filings may provide further detail on the specific conversion features and any resulting changes in Clearmind’s balance sheet or share count.

Key Figures

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

5 metrics

Convertible note facility size $10,000,000 aggregate principal Maximum principal under securities purchase agreements entered September 17, 2025

New notes principal $2,700,000 principal Promissory Notes to be issued to CLA Investors on April 20, 2026

Cash purchase price $2,430,000 cash Aggregate cash proceeds equal to 90% of principal amount

Purchase price discount 90% of principal CLA Investors pay 90% of $2,700,000 principal in cash

Expected closing date On or about April 21, 2026 Anticipated closing for the $2,700,000 notes issuance

Key Terms

convertible promissory notes, securities purchase agreements, foreign private issuer, 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.

foreign private issuer regulatory

"Form 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

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.

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

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FAQ

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

Clearmind Medicine agreed to issue convertible promissory notes with an aggregate principal amount of $2,700,000 to CLA Investors. The notes are part of previously announced securities purchase agreements allowing issuances of up to $10,000,000 in aggregate principal amount of such convertible promissory notes.

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

Clearmind Medicine will receive an aggregate cash purchase price of $2,430,000 for the $2,700,000 principal amount of convertible promissory notes. This reflects a 90% purchase price relative to principal, as set out in the agreement with the CLA Investors dated April 20, 2026.

How does this new issuance relate to Clearmind Medicine’s $10 million facility?

The $2,700,000 principal amount of new convertible promissory notes is a draw under previously announced securities purchase agreements. Those agreements permit Clearmind Medicine to issue up to $10,000,000 in aggregate principal amount of convertible promissory notes to CLA Investors from time to time.

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

The transaction involving the $2,700,000 principal amount of convertible promissory notes is expected to close on or about April 21, 2026. This anticipated closing date follows the April 20, 2026 agreement between Clearmind Medicine and the CLA Investors.

Are Clearmind Medicine’s new convertible notes linked to existing registration statements?

Yes. The report describing the $2,700,000 convertible promissory notes is incorporated by reference into Clearmind Medicine’s Form F-3 registration statements and its Form S-8 registration statement. This incorporation applies from the date the report is submitted, unless later filings supersede it.

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 20, 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 $2,700,000 for an aggregate purchase price payable in cash equal to 90% of the principal amount, or $2,430,000. The transaction is expected to close on or about April 21, 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 20, 2026	By:	/s/ Adi Zuloff-Shani
	Name:	Adi Zuloff-Shani
	Title:	Chief Executive Officer

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