Clearmind Medicine sets 1-for-10 reverse share split
Clearmind Medicine Inc. is implementing a 1-for-10 reverse share split of its common shares to support its plan to regain compliance with the Nasdaq Minimum Bid Price Rule.
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Rhea-AI Filing Summary
Clearmind Medicine Inc. is implementing a 1-for-10 reverse share split of its common shares to support its plan to regain compliance with the Nasdaq Minimum Bid Price Rule. The reverse split will be effective and the shares will begin trading on this basis on May 21, 2026.
After the reverse split, issued and outstanding common shares will be adjusted from 10,190,337 to approximately 1,019,033, while authorized share capital will remain unlimited. Fractional shares will not be issued and will instead be rounded up to the nearest whole share, and all outstanding options and warrants will be proportionately adjusted.
Key Figures
Key Terms
Nasdaq Minimum Bid Price Rule regulatory
Form 6-K regulatory
forward-looking statements regulatory
neuroplastogen-derived therapeutics technical
FAQ
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When will Clearmind Medicine (CMND) start trading post–reverse split?
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What is Clearmind Medicine’s intellectual property position mentioned in the filing?
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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: May 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
Clearmind Medicine Inc. (the “Company”) is announcing that it will effect a reverse share split of the Company’s common shares at the ratio of 1-for-10, such that each ten (10) common shares, no par value, shall be consolidated into one (1) common share, no par value. The first date when the Company’s common shares will begin trading on the Nasdaq Capital Market after implementation of the reverse split will be Thursday, May 21, 2026.
Following the implementation of the reverse split, the Company’s authorized share capital will remain unchanged. The reverse split will adjust the number of issued and outstanding common shares of the Company from 10,190,337 common shares to approximately 1,019,033 common shares (subject to any further adjustments based on the treatment of fractional shares).
No fractional common shares will be issued as a result of the reverse split. All fractional common shares will be rounded up to the nearest whole common share. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding warrants and options entitling the holders to purchase common shares. The new CUSIP number for the common shares will be 185053600.
On May 19, 2026, the Company issued a press release titled “Clearmind Medicine Announces 1-for-10 Reverse Share Split.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This Form 6-K, including the first four paragraphs and the section titled “Forward-Looking Statements” of the press release attached to this Form 6-K as Exhibit 99.1, are incorporated by reference into the Registrant’s Registration Statements on Form F-3 (File Nos. 333-275991, 333-270859, 333-273293, 333-290404, 333-293521 and 333-295455) 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. | ||
| 99.1 | Press release titled: “Clearmind Medicine Announces 1-for-10 Reverse Share Split” |
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: May 19, 2026 | By: | /s/ Adi Zuloff-Shani |
| Name: | Adi Zuloff-Shani | |
| Title: | Chief Executive Officer | |
3
Exhibit 99.1
Clearmind Medicine Announces 1-for-10 Reverse Share Split
Vancouver, Canada, May 19, 2026 (GLOBE NEWSWIRE) -- Clearmind Medicine Inc. (Nasdaq: CMND) (“Clearmind” or the “Company”), a clinical-stage biotech company focused on the discovery and development of novel, non-hallucinogenic, second generation, neuroplastogen-derived therapeutics to solve major under-treated health problems, today announced that it will conduct a reverse share split of its issued and outstanding common shares, no par value, at a ratio of 1-for-10. The reverse split is being effected as part of the Company’s plan to regain compliance with the Nasdaq Minimum Bid Price Rule and will be effective commencing May 21, 2026.
The reverse share split was approved by the Company’ board of directors on March 18, 2026, in accordance with the Company’s articles of association.
Following the implementation of the reverse split, the Company’s authorized share capital will remain unchanged, which as of the date hereof is unlimited. The reverse split will adjust the number of issued and outstanding Common Shares of the Company from 10,190,337 Common Shares to approximately 1,019,033 Common Shares (subject to any further adjustments based on the treatment of fractional shares).
No fractional Common Shares will be issued as a result of the reverse split. All fractional shares shall be rounded up to the nearest whole Common Share. In addition, a proportionate adjustment will be made to the per share exercise price and the number of Common Shares issuable upon the exercise of all outstanding options or warrants entitling the holders thereof to purchase Common Shares.
About Clearmind Medicine Inc.
Clearmind is a clinical-stage neuroplastogens pharmaceutical biotech company focused on the discovery and development of non-hallucinogenic, second generation, neuroplastogen-derived therapeutics to solve widespread and underserved health problems, including alcohol use disorder. Its primary objective is to research and develop psychedelic-based compounds and attempt to commercialize them as regulated medicines, foods, or supplements.
The Company’s intellectual portfolio currently consists of nineteen patent families, including 31 granted patents. The Company intends to seek additional patents for its compounds whenever warranted and will remain opportunistic regarding the acquisition of additional intellectual property to build its portfolio.
Shares of Clearmind are listed for trading on Nasdaq under the symbol “CMND.”
For further information visit: https://www.clearmindmedicine.com or contact:
Investor Relations
invest@clearmindmedicine.com
Telephone: (604) 260-1566
US: CMND@crescendo-ir.com
General Inquiries
Info@Clearmindmedicine.com
www.Clearmindmedicine.com
Forward-Looking Statements:
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act and other securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. For example, the Company is using forward-looking statements when it discusses effecting a reverse share split and plan to regain compliance with the Nasdaq Minimum Bid Price Rule. There can be no assurance that the Panel will determine to continue to allow the listing of the Company’s securities on the Nasdaq Capital Market, or that the Company will consummate a reverse share split. Forward-looking statements are not historical facts, and are based upon management’s current expectations, beliefs and projections, many of which, by their nature, are inherently uncertain. Such expectations, beliefs and projections are expressed in good faith. However, there can be no assurance that management’s expectations, beliefs and projections will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements. For a more detailed description of the risks and uncertainties affecting the Company, reference is made to the Company’s reports filed from time to time with the Securities and Exchange Commission (“SEC”), including, but not limited to, the risks detailed in the Company’s annual report on Form 20-F for the fiscal year ended October 31, 2025 and subsequent filings with the SEC. Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Clearmind is not responsible for the contents of third-party websites.