Clearmind Medici SEC Filings

Clearmind Medicine Inc. is conducting a primary offering of 10,925,000 common shares at $0.20 per share, for gross proceeds of $2,185,000 and estimated net proceeds of about $2.1 million. Shares outstanding will increase from 22,181,024 to 33,106,024, so this raise represents roughly half of the pre-offering share count. The company plans to use the cash for general corporate purposes, including operating expenses, clinical and pre-clinical development of its psychedelic-based treatments, working capital and possible acquisitions.

Clearmind is a clinical-stage pharmaceutical company developing MEAI-based therapies targeting alcohol use disorder, binge drinking, obesity and metabolic disorders, with an ongoing multinational Phase I/IIa trial. The company recently reported stockholders’ equity of $1,065,668, below Nasdaq’s $2.5 million minimum, and received a non-compliance notice. Management expects this offering, recent registered direct offerings, warrant exercises and prior note conversions to help address equity requirements, but notes that there is still a risk of Nasdaq delisting and its auditors have raised substantial doubt about the company’s ability to continue as a going concern.

Clearmind Medicine Inc. furnished a Form 6-K to report a press release announcing that it filed an Israeli patent for a novel non-hallucinogenic neuroplastogen treatment for depression. The company states that the first, second and fourth paragraphs of this press release are incorporated by reference into its existing shelf registration statements on Form F-3 (File Nos. 333-275991, 333-270859, 333-273293) and its equity compensation registration on Form S-8 (File No. 333-283695). This makes the key portions of the announcement part of those registration statements for U.S. securities law purposes.

Clearmind Medicine Inc. (CMND) entered into a definitive securities purchase agreement for a registered direct offering of 3,991,768 common shares and pre-funded warrants to purchase up to 1,518,000 common shares. The securities are priced at $0.25 per common share and $0.2499 per pre-funded warrant, with the warrants immediately exercisable at $0.0001 per share and exercisable on a cashless basis.

The offering is expected to close on or about November 18, 2025, with aggregate gross proceeds of approximately $1.377 million. Clearmind plans to use the net proceeds, together with existing cash, for general corporate purposes, including operating expenses, research and development such as clinical and pre-clinical testing, working capital, potential future acquisitions, and general capital expenditures. A 4.99% beneficial ownership cap limits how much of the pre-funded warrants a holder can exercise at one time.

Clearmind Medicine Inc. is offering 3,991,768 common shares and pre-funded warrants for up to 1,518,000 additional shares at $0.25 per share and $0.2499 per warrant, for gross proceeds of approximately $1.38 million before expenses. The company estimates net proceeds of about $1.3 million. Common shares outstanding were 16,671,256 as of November 14, 2025 and are expected to reach 22,181,024 if all pre-funded warrants are exercised. The cash will support general corporate purposes, including operating expenses, R&D and clinical trials.

Clearmind is a clinical-stage psychedelic medicine company developing MEAI-based treatments for alcohol use disorder, obesity, metabolic disorders and other addictive behaviors, with an ongoing multinational Phase I/IIa trial of CMND‑100 at sites including Yale and Johns Hopkins. The company recently received a Nasdaq notice for not meeting the $2.5 million minimum stockholders’ equity requirement, and its latest audited financials include substantial doubt about its ability to continue as a going concern. Management expects this offering, prior financings, warrant exercises and note conversions to help improve equity and support continued development.

Clearmind Medicine Inc. furnished a Form 6-K that attaches a press release titled “Clearmind Medicine Receives Final Approval to Expand its FDA Regulated Phase 1/2a Clinical Trial for Alcohol Use Disorder at Hadassah Medical Center.”

The first paragraph of the press release is incorporated by reference into the company’s registration statements on Form F-3 (File Nos. 333-275991, 333-270859, 333-273293) and Form S-8 (File No. 333-283695).

Clearmind Medicine entered a definitive securities purchase agreement for a registered direct offering of 958,222 common shares and pre-funded warrants to purchase up to 2,984,146 common shares, priced at $0.20 per share and $0.1999 per pre-funded warrant.

The pre-funded warrants are immediately exercisable at an exercise price of $0.0001 per share and may be exercised on a cashless basis, subject to a 4.99% beneficial ownership cap. Closing is expected on or about November 14, 2025, subject to customary conditions. The transaction is expected to generate approximately $0.788 million in aggregate gross proceeds. The company plans to use net proceeds, together with existing cash, for general corporate purposes, including operating expenses, R&D, working capital, potential acquisitions, and capital expenditures.

Clearmind Medicine Inc. (CMND) launched a primary offering of 958,222 common shares at $0.20 per share and pre-funded warrants to purchase up to 2,984,143 common shares at $0.1999, together with the common shares issuable upon exercise of those warrants. Each pre-funded warrant is immediately exercisable for one share at $0.0001 and remains outstanding until fully exercised, subject to 4.99% (or 9.99% at holder election) beneficial ownership limits.

The company expects gross proceeds of $788,175 before expenses and estimates net proceeds of approximately $0.78 million, to be used for general corporate purposes, including R&D and working capital. Shares outstanding were 9,601,441 as of November 12, 2025; the company states 13,543,806 would be outstanding assuming full exercise of pre-funded warrants.

CMND disclosed a Nasdaq notice of non-compliance with the $2.5 million stockholders’ equity requirement after reporting $1,065,668 of equity and has until December 18, 2025 to submit a compliance plan. Delivery of securities is expected on or about November 14, 2025, subject to customary closing conditions.

Clearmind Medicine (CMND) filed a Form 6-K reporting it received a Nasdaq notification regarding a minimum stockholders’ equity deficiency. The filing attaches a press release titled “Clearmind Medicine Receives Nasdaq Notification Regarding Minimum Stockholders’ Equity Deficiency.”

The first four paragraphs of the press release are incorporated by reference into the company’s shelf registration statements on Form F-3 (File Nos. 333-275991, 333-270859, 333-273293) and its Form S-8 (File No. 333-283695).