Leadership shifts at Clearmind Medicine (NASDAQ: CMND) as chair exits

Rhea-AI Filing Summary

Clearmind Medicine Inc. amended its previously announced securities purchase agreements for convertible promissory notes so that, as of April 30, 2026, $10,000,000 of capacity remains available for future issuances of these notes. This preserves access to additional financing through convertible debt instruments agreed with existing investors.

The company also reported governance changes. On April 26, 2026, board chair Amitay Weiss resigned, stating his departure did not arise from any disagreement with the company or its management. On April 27, 2026, the board appointed Hila Kiron-Revach as chairperson and added Asaf Itzhaik to the compensation and nominating and corporate governance committees. The audit, compensation, and nominating committees were reconstituted, and the board designated Kiron-Revach, Yehonatan Shachar, and Itzhaik as independent under Nasdaq listing rules.

Insights

Capital structure and governance analyst

Clearmind preserves $10M note capacity while reshaping its board leadership.

The amendment to Clearmind’s securities purchase agreements keeps $10,000,000 of capacity available for future convertible promissory notes as of April 30, 2026. This maintains an agreed financing channel with existing investors, potentially supporting ongoing funding needs without negotiating a new framework.

On governance, prior chair Amitay Weiss resigned without citing any disagreement, and Hila Kiron-Revach became chairperson. Committee memberships were refreshed, and three directors were determined to be independent under Nasdaq rules. These steps clarify oversight roles, though the long-term impact will depend on future strategic and financing decisions disclosed in subsequent filings.

Key Figures

Convertible note capacity: $10,000,000 Form type: Form 6-K Effective date of amendment: April 30, 2026 +2 more

5 metrics

Convertible note capacity $10,000,000 Capacity remaining for future issuances as of April 30, 2026

Form type Form 6-K Report of foreign private issuer for April 2026

Effective date of amendment April 30, 2026 Date the SPA amendment became effective

Board chair resignation date April 26, 2026 Date Amitay Weiss resigned as chair and director

New chair appointment date April 27, 2026 Date Hila Kiron-Revach was appointed chairperson

Key Terms

convertible promissory notes, securities purchase agreements, independent, compensation committee, +2 more

6 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.

independent regulatory

"members of the Board to be “independent” in accordance with the listing rules"

compensation committee financial

"appointed Mr. Asaf Itzhaik to the Company’s compensation committee"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

nominating and corporate governance committee regulatory

"nominating and corporate governance committee is comprised of"

A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.

Registration Statements on Form F-3 regulatory

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

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

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

CLA Amendment

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 “Subscription Amount”).

On April 30, 2026 (the “Effective Date”), the Company and the CLA Investors entered into an amendment to the SPAs (the “Amendment”) to increase the Subscription Amount such that, as of the Effective Date, $10,000,000 of capacity remains available for future issuances of additional Promissory Notes. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of such document, which is attached hereto as Exhibit 10.1.

Board of Director Updates

On April 26, 2026, Mr. Amitay Weiss, the chairman of the Company’s board of directors (the “Board”), informed the Company of his intention to step down from the Board, effective immediately. Mr. Weiss’ resignation from the Board was not due to any disagreement with the Company, the Board or the Company’s management on any matter relating to the Company’s operations, policies, practices or otherwise.

In addition, on April 27, 2026, the Board appointed Ms. Hila Kiron-Revach as the chairperson of the Board and appointed Mr. Asaf Itzhaik to the Company’s compensation committee and nominating and corporate governance committee.

Following such appointments, the Company’s audit committee is comprised of Mr. Asaf Itzhaik, Ms. Hila Kiron-Revach and Mr. Yehonatan Shachar and is chaired by Mr. Asaf Itzhaik, the Company’s compensation committee is comprised of Mr. Oz Adler, Mr. Asaf Itzhaik and Mr. Yehonatan Shachar and is chaired by Mr. Oz Adler and the Company’s nominating and corporate governance committee is comprised of Mr. Yehonatan Shachar, Mr. Oz Adler and Mr. Asaf Itzhaik and is chaired by Mr. Yehonatan Shachar.

In addition, the Board has determined the following members of the Board to be “independent” in accordance with the listing rules of the Nasdaq Stock Market: Ms. Hila Kiron-Revach, Mr. Yehonatan Shachar and Mr. Asaf Itzhaik.

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.

1

EXHIBIT INDEX

Exhibit No.
10.1		Form of Amendment to Securities Purchase Agreement, dated April 30, 2026

2

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 30, 2026	By:	/s/ Adi Zuloff-Shani
	Name:	Adi Zuloff-Shani
	Title:	Chief Executive Officer

3

FAQ

What financing capacity does Clearmind Medicine (CMND) have under its amended convertible note agreements?

Clearmind Medicine’s amendment ensures $10,000,000 of capacity remains available for future issuances of convertible promissory notes. This preserves a pre-agreed funding channel with existing investors, potentially supporting operations or growth initiatives through additional convertible debt issuances over time.

Why did Clearmind Medicine’s board chair Amitay Weiss resign in April 2026?

Amitay Weiss informed Clearmind Medicine on April 26, 2026 that he would step down from the board, effective immediately. The company stated his resignation was not due to any disagreement regarding operations, policies, practices, or other matters related to the business.

Who is the new chairperson of Clearmind Medicine’s board of directors?

On April 27, 2026, Clearmind Medicine’s board appointed Hila Kiron-Revach as chairperson. She also serves on the audit committee and has been determined by the board to be independent under Nasdaq Stock Market listing rules, alongside two other directors.

How were Clearmind Medicine’s board committees restructured in this Form 6-K?

Clearmind Medicine’s audit, compensation, and nominating and corporate governance committees were reconstituted. Asaf Itzhaik, Oz Adler, and Yehonatan Shachar received specific committee roles and chair positions, aligning oversight responsibilities with the company’s updated board composition and independence determinations.

Which Clearmind Medicine directors are considered independent under Nasdaq rules?

The board determined that Hila Kiron-Revach, Yehonatan Shachar, and Asaf Itzhaik qualify as independent directors in line with Nasdaq Stock Market listing rules. This independence status is important for committee composition and corporate governance requirements applicable to the company.

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 FORM OF AMENDMENT TO SECURITIES PURCHASE AGREEMENT, DATED APRIL 30, 2026 10.6 KB