Clearmind Medicine holder caps stake at 9.99% via warrants

Clearmind Medicine Inc. has an updated Schedule 13G/A reporting the beneficial ownership of common shares by Iroquois Capital Management LLC, Richard Abbe, and Kimberly Page.

Rhea-AI Filing Summary

Clearmind Medicine Inc. has an updated Schedule 13G/A reporting the beneficial ownership of common shares by Iroquois Capital Management LLC, Richard Abbe, and Kimberly Page. The securities consist entirely of warrants to acquire common shares, rather than currently outstanding shares owned outright.

Iroquois Master Fund holds Reported Warrants to purchase 178,667 common shares, and Iroquois Capital Investment Group LLC holds Reported Warrants to purchase 168,000 common shares. Richard Abbe may be deemed to beneficially own 346,667 common shares issuable upon exercise of these warrants, while Iroquois Capital Management LLC and Kimberly Page may each be deemed to beneficially own 178,667 common shares issuable upon warrant exercise.

The filing states that each Reporting Person’s beneficial ownership is limited by contractual “Blockers,” which generally prevent exercise of the warrants to the extent it would result in beneficial ownership above 9.99% of Clearmind’s 1,485,551 common shares outstanding as of June 15, 2026, with certain warrants instead subject to a 4.99% cap.

Key Figures

Shares outstanding: 1,485,551 common shares Iroquois Master Fund warrants: 178,667 common shares ICIG warrants: 168,000 common shares +3 more

6 metrics

Shares outstanding 1,485,551 common shares Common shares outstanding as of June 15, 2026 used for ownership calculations

Iroquois Master Fund warrants 178,667 common shares Common shares issuable upon exercise of Reported Warrants held by Iroquois Master Fund

ICIG warrants 168,000 common shares Common shares issuable upon exercise of Reported Warrants held by ICIG

Richard Abbe beneficial ownership 346,667 common shares Common shares issuable upon exercise of warrants deemed beneficially owned by Richard Abbe

Ownership cap 9.99% Maximum beneficial ownership of common shares allowed under warrant Blockers for each Reporting Person

Alternative blocker threshold 4.99% Lower ownership blocker applying to certain of the Reported Warrants

Key Terms

beneficial owner, dispositive power, Blockers, Reported Warrants, +1 more

5 terms

beneficial owner financial

"may each be deemed to be the beneficial owner of all Common Shares"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

dispositive power financial

"Sole Dispositive Power 0.00 8 | Shared Dispositive Power 178,667.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Blockers financial

"subject to a 9.99% blocker (other than certain Warrants which are subject to a 4.99% blocker)"

Reported Warrants financial

"Reported Warrants to purchase 178,667 Common Shares"

percent of class financial

"Percent of class: See Item 11 on the cover pages hereto."

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

FAQ

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

What ownership does Iroquois report in Clearmind Medicine Inc. (CMND)?

Iroquois-related entities report beneficial ownership through warrants, not current shares. Iroquois Master Fund holds warrants for 178,667 common shares, and Iroquois Capital Investment Group holds warrants for 168,000 shares, all subject to ownership-limiting blockers detailed in the filing.

What percentage of Clearmind (CMND) does Richard Abbe report owning?

Richard Abbe reports beneficial ownership capped at 9.99% of Clearmind’s common shares. This corresponds to 346,667 common shares issuable upon exercise of warrants, with the percentage calculated against 1,485,551 shares outstanding as of June 15, 2026, giving effect to blocker provisions.

How many Clearmind (CMND) shares are outstanding for this ownership calculation?

The ownership percentages are based on 1,485,551 common shares outstanding as of June 15, 2026. This share count is referenced from Clearmind’s Post-Effective Amendment No. 3 to its Form F-1 registration statement and underpins the 9.99% beneficial ownership caps.

What are the 9.99% and 4.99% blockers in the Clearmind (CMND) warrants?

The reported warrants include contractual Blockers that generally bar exercise if it would push beneficial ownership above 9.99% of outstanding shares, with certain warrants instead limited by a 4.99% cap. These limits directly constrain how many shares can be acquired at any time.

Does Iroquois currently hold Clearmind (CMND) common shares or only warrants?

As of the reported event, Iroquois Master Fund and Iroquois Capital Investment Group each hold 0 common shares and only Reported Warrants to purchase Clearmind shares. All reported beneficial ownership arises from these warrants, subject to the 9.99% and 4.99% blocker provisions.

What voting and dispositive powers are reported for Clearmind (CMND) securities?

Iroquois Capital Management LLC and Kimberly Page each report 0 sole and 178,667 shared voting and dispositive power in Clearmind warrants. Richard Abbe reports 168,000 sole and 178,667 shared voting and dispositive power, reflecting his roles with the Iroquois-related entities.

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

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Available on EDGAR 08/12/2026 - 10:46 AM Accepted by SEC EDGAR 08/12/2026 - 10:46 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

Clearmind Medicine Inc.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

185053600

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 185053600

1

Names of Reporting Persons

Iroquois Capital Management, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 178,667.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 178,667.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

178,667.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Includes 178,667 Common Shares issuable upon exercise of Warrants (See Item 4). As more fully described in Item 4, certain Warrants are subject to a 9.99% blocker (other than certain Warrants which are subject to a 4.99% blocker), and the percentage set forth in row (11) gives effect to such blockers. The shares reported in rows (6), (8) and (9) show the number of Common Shares issuable upon exercise of such reported securities, giving effect to the 9.99% blocker.

SCHEDULE 13G

CUSIP Number(s): 185053600

1

Names of Reporting Persons

Richard Abbe

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 168,000.00
6	Shared Voting Power 178,667.00
7	Sole Dispositive Power 168,000.00
8	Shared Dispositive Power 178,667.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

346,667.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: Includes 346,667Common Shares issuable upon exercise of Warrants (See Item 4). As more fully described in Item 4, certain Warrants are subject to a 9.99% blocker (other than certain Warrants which are subject to a 4.99% blocker), and the percentage set forth in row (11) gives effect to such blockers. The shares reported in rows (5), (6), (7), (8) and (9) show the number of Common Shares issuable upon exercise of such reported securities, without giving effect to the 9.99% blocker.

SCHEDULE 13G

CUSIP Number(s): 185053600

1

Names of Reporting Persons

Kimberly Page

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 178,667.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 178,667.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

178,667.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Includes 178,667 Common Shares issuable upon exercise of Warrants (See Item 4. As more fully described in Item 4, certain Warrants are subject to a 9.99% blocker (other than certain Warrants which are subject to a 4.99% blocker), and the percentage set forth in row (11) gives effect to such blockers. The shares reported in rows (6), (8) and (9) show the number of Common Shares issuable upon exercise of such reported securities, without giving effect to the 9.99% blocker.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Clearmind Medicine Inc.
(b)	Address of issuer's principal executive offices: 101-1220 West 6th Avenue, Vancouver, British Columbia V6H1A5
Item 2.
(a)	Name of person filing: This statement is being filed by (i) Iroquois Capital Management LLC, a Delaware limited liability company ("Iroquois"), (ii) Richard Abbe, and (iii) Kimberly Page ("Mr. Abbe" and "Ms. Page," together with Iroquois, the "Reporting Persons"). Mr. Abbe shares authority and responsibility for the investments made on behalf of Iroquois Master Fund Ltd. ("Iroquois Master Fund") with Ms. Kimberly Page, each of whom is a director of the Iroquois Master Fund. As such, Mr. Abbe and Ms. Page may each be deemed to be the beneficial owner of all Common Shares held by Iroquois Master Fund. Iroquois Capital is the investment advisor for Iroquois Master Fund and Mr. Abbe is the President of Iroquois Capital. Mr. Abbe has the sole authority and responsibility for the investments made on behalf of Iroquois Capital Investment Group LLC ("ICIG"). As such, Mr. Abbe may be deemed to be the beneficial owner of all Common Shares held by Iroquois Master Fund and ICIG. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of Common Shares owned by another Reporting Person.
(b)	Address or principal business office or, if none, residence: The principal business address for each of the Reporting Persons is 2 Overhill Road, Scarsdale, NY 10583.
(c)	Citizenship: Iroquois Capital Management LLC is a Delaware limited liability company. Richard Abbe is an individual who is a citizen of the United States of America. Kimberly Page is an individual who is a citizen of the United States of America.
(d)	Title of class of securities: Common Shares, no par value
(e)	CUSIP No.: 185053600
Item 4.	Ownership
(a)	Amount beneficially owned: See Item 9 on the cover pages hereto. As of the date of the event which requires filing of this statement, Iroquois Master Fund held 0 Common Shares and Reported Warrants to purchase 178,667 Common Shares, and ICIG held 0 Common Shares and Reported Warrants to purchase 168,000 Common Shares. Pursuant to the terms of the Reported Warrants, the Reporting Persons cannot exercise the Reported Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 9.99% of the outstanding Common Shares (other than certain Reported Warrants which are subject to a 4.99% blocker) (collectively, the "Blockers").
(b)	Percent of class: See Item 11 on the cover pages hereto. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on ?1,485,551 Common Shares outstanding as of June 15, 2026 as represented in the Company's Post-Effective Amendment No. 3 to Registration Statement on Form F-1 filed with the Securities and Exchange Commission on June 15, 2026, and assumes the exercise of the Company's reported warrants (the "Reported Warrants"), each subject to the Blockers (as defined below). The percentage set forth in Item 11 of the cover page for each Reporting Person gives effect to the Blockers, if applicable.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Item 5 on the cover pages hereto.
	(ii) Shared power to vote or to direct the vote: See Item 6 on the cover pages hereto.
	(iii) Sole power to dispose or to direct the disposition of: See Item 7 on the cover pages hereto.
	(iv) Shared power to dispose or to direct the disposition of: See Item 8 on the cover pages hereto.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Iroquois Capital Management, LLC

Signature:	/s/ Richard Abbe
Name/Title:	Richard Abbe, President
Date:	08/12/2026

Richard Abbe

Signature:	/s/ Richard Abbe
Name/Title:	Richard Abbe
Date:	08/12/2026

Kimberly Page

Signature:	/s/ Kimberly Page
Name/Title:	Kimberly Page
Date:	08/12/2026