Warrant holders report up to 9.99% in Clearmind Medicine (CMND)

Rhea-AI Filing Summary

Clearmind Medicine Inc. received an amended Schedule 13G from Iroquois Capital Management, Richard Abbe and Kimberly Page reporting beneficial ownership through warrants. The filing states that Iroquois Capital Management and Kimberly Page each beneficially own 131,886 shares of common stock issuable upon exercise of warrants, representing 8.1% of the class. Richard Abbe is reported as beneficially owning 166,464 shares issuable upon exercise of warrants, representing 9.99% of the common stock. These amounts reflect warrant terms that block exercises above 9.99% ownership, or 4.99% for certain warrants. The percentages are based on 1,499,838 common shares outstanding as of January 19, 2026, and the filers certify the securities are not held for the purpose of changing or influencing control of Clearmind.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

Clearmind Medicine Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

185053501

(CUSIP Number)

12/31/2025

(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)

SCHEDULE 13G

CUSIP No. 185053501

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 131,886.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 131,886.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

131,886.00

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)

8.1 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Includes 131,886 shares of Common Stock 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 shares of Common Stock issuable upon exercise of such reported securities, giving effect to the 9.99% blocker.

SCHEDULE 13G

CUSIP No. 185053501

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 124,876.00
6	Shared Voting Power 131,886.00
7	Sole Dispositive Power 124,876.00
8	Shared Dispositive Power 131,886.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

166,464.00

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 166,464 shares of Common Stock 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 shares of Common Stock issuable upon exercise of such reported securities, giving effect to the 9.99% blocker.

SCHEDULE 13G

CUSIP No. 185053501

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 131,886.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 131,886.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

131,886.00

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)

8.1 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Includes 131,886 shares of Common Stock 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 shares of Common Stock issuable upon exercise of such reported securities, 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 shares of Common Stock 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 shares of Common Stock 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 shares of Common Stock 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 Stock, no par value
(e)	CUSIP No.: 185053501
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 shares of Common Stock and Reported Warrants to purchase 131,886 shares of Common Stock, and ICIG held 0 shares of Common Stock and Reported Warrants to purchase 124,876 shares of Common Stock. 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 shares of Common Stock (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 1,499,838 common shares outstanding as of January 19, 2026 as represented in the Company's Annual Report on Form 20-F filed with the Securities and Exchange Commission on January 20, 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 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
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:	02/13/2026

Richard Abbe

Signature:	/s/ Richard Abbe
Name/Title:	Richard Abbe
Date:	02/13/2026

Kimberly Page

Signature:	/s/ Kimberly Page
Name/Title:	Kimberly Page
Date:	02/13/2026

FAQ

What ownership stake in CMND does Iroquois Capital report in this Schedule 13G/A?

Iroquois Capital Management reports beneficial ownership of 131,886 Clearmind Medicine common shares issuable upon warrant exercise, representing 8.1% of the class. This calculation reflects contractual ownership blockers and is based on 1,499,838 shares outstanding as of January 19, 2026.

How many Clearmind Medicine (CMND) shares does Richard Abbe beneficially own?

Richard Abbe is reported as beneficially owning 166,464 Clearmind shares issuable upon exercise of warrants, representing 9.99% of the common stock. This percentage gives effect to warrant blocker provisions that prevent exercises above a 9.99% ownership threshold.

What is Kimberly Page’s reported ownership in Clearmind Medicine (CMND)?

Kimberly Page reports beneficial ownership of 131,886 Clearmind shares issuable upon warrant exercise, equal to 8.1% of the outstanding common stock. These figures include only shares underlying warrants, adjusted for contractual ownership blockers described in the Schedule 13G/A.

Are the CMND holdings reported actual shares or warrants?

The reported positions consist of warrants to purchase Clearmind common stock, not currently outstanding shares. Iroquois Master Fund and ICIG each hold reported warrants, and all beneficial ownership amounts reflect the number of shares issuable upon exercise of those warrants.

How do ownership blockers affect the reported CMND percentages?

The warrants include 9.99% and 4.99% ownership blockers that prevent exercises pushing ownership above those levels. The reported percentages in row 11 for each reporting person already give effect to these blockers, limiting how many warrant shares can be counted as beneficially owned.

What share count did the CMND Schedule 13G/A use to calculate ownership?

Ownership percentages are based on 1,499,838 Clearmind common shares outstanding as of January 19, 2026. This share count comes from the company’s Annual Report on Form 20-F and is combined with warrant mechanics to compute each reporting person’s percentage of the class.

Did the CMND reporting persons state an intent to influence control of the company?

The reporting persons certified that the securities were not acquired and are not held for the purpose of changing or influencing control of Clearmind. They also state the holdings are not in connection with any transaction having that control-related purpose, subject to limited nomination-related activities.