Bright Minds (CSE: DRUG; NASDAQ: DRUG) prices $175M stock sale offering
Rhea-AI Filing Summary
Bright Minds Biosciences Inc. is pricing an upsized public offering of 1,945,000 common shares at $90.00 per share for anticipated gross proceeds of $175,050,000. Underwriters have a 30-day option to buy up to an additional 291,750 shares at the public offering price, and all shares are being sold by the company. Closing is expected on January 9, 2026, subject to customary conditions.
Bright Minds plans to use the net proceeds to fund future clinical trials for its drug candidates, including programs for absence seizures, developmental and epileptic encephalopathies, and Prader-Willi Syndrome, as well as to start phase 1 trials for BMB-105 and advance earlier-stage research. Remaining funds are earmarked for general corporate and working capital purposes. In connection with this deal, the company terminated a prior at-the-market equity program that had allowed up to US$100 million of share sales.
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Insights
Bright Minds raises $175M via upsized offering to fund key trials.
Bright Minds Biosciences has priced an upsized public offering of 1,945,000 common shares at $90.00 per share, targeting gross proceeds of
The stated use of proceeds centers on advancing the clinical pipeline: future trials for candidates in absence seizures, DEE, and Prader-Willi Syndrome, initiation of phase 1 trials for BMB-105, and additional research and development work on earlier programs. Remaining funds are allocated to general corporate and working capital purposes, which can support operating runway as development progresses.
At the same time, the company terminated a prior at-the-market program that had permitted up to
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 January 2026
Commission File No. 001-40997
BRIGHT MINDS BIOSCIENCES INC.
(Translation of registrant's name into English)
400 N Aberdeen St Suite 900 | 1122 Mainland St #228 |
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 [ X ]
SUBMITTED HEREWITH
Exhibits |
|
99.1 | News Release dated January 7, 2026 |
SIGNATURE
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.
BRIGHT MINDS BIOSCIENCES INC.
/s/ Ryan Cheung
Ryan Cheung
Chief Financial Officer
Date: January 7, 2026
BRIGHT MINDS BIOSCIENCES ANNOUNCES PRICING OF UPSIZED US$175 MILLION PUBLIC OFFERING OF COMMON STOCK
New York City, January 7, 2026 - Bright Minds Biosciences Inc. (CSE: DRUG) (NASDAQ: DRUG) (“Bright Minds” or the “Company”) announces the pricing of its previously announced public offering of 1,945,000 common shares in the capital of the Company (the “Common Shares”) at a price of $90.00 per Common Share for anticipated gross proceeds of $175,050,000 (the “Offering”). In connection with the Offering, the Company has granted the underwriters a 30-day option to purchase up to an additional 291,750 Common Shares at the public offering price, less underwriting discounts and commissions. All of the securities being sold in this Offering are being offered by Bright Minds.
The closing of the Offering is expected to occur on January 9, 2026 subject to the satisfaction of customary closing conditions.
The Company intends to use the net proceeds from the Offering to fund future clinical trials for the Company’s drug candidates, including for absence seizures, DEE, and Prader-Willi Syndrome, as well as initiation of phase 1 clinical drug trials for BMB-105, and additional research and development work on earlier phase programs, as well as for general corporate and working capital purposes.
Jefferies, TD Cowen, Piper Sandler & Co., and Cantor are acting as joint book-running managers for the Offering.
The Company has filed a shelf registration statement on Form F-3 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (“SEC”) which was declared effective by the SEC on September 2, 2025. The Offering is being made solely by means of a prospectus and a prospectus supplement that form a part of the Registration Statement. A copy of the preliminary prospectus supplement and accompanying prospectus relating to this Offering has been filed with the SEC. Before you invest, you should read the prospectus in that Registration Statement and other documents the Company has filed with the SEC for more information about the Company and the Offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. The final terms of the Offering will be disclosed in a final prospectus supplement to be filed with the SEC. Copies of the preliminary prospectus supplement and accompanying prospectus, and the final prospectus supplement, once available, relating to the Offering may be obtained from (i) Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, New York 10022, by telephone at (877) 821-7388 or by email at Prospectus_Department@Jefferies.com, (ii) TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at TDManualrequest@broadridge.com, (iii) Piper Sandler & Co., Attention: Prospectus Department, 350 North 5th Street, Suite 1000, Minneapolis, Minnesota 55401, or by telephone at (800) 747-3924, or by e-mail at prospectus@psc.com, or (iv) Cantor Fitzgerald & Co., Attention: Capital
Markets, 110 East 59th Street, 6th Floor, New York, New York 10022, or by email at prospectus@cantor.com.
Termination of ATM
The Company also announces that in connection with pricing the Offering, the Company has terminated the equity distribution agreement dated August 25, 2025 (the “EDA”) entered into among the Company, Piper Sandler & Co. and Cantor Fitzgerald & Co. (collectively, the “Agents”), providing for an at-the-market equity offering program (the “ATM”), with such termination effective today. The ATM previously allowed the Company to issue and sell Common Shares from treasury having an aggregate gross sales amount of up to USD$100 million through the Agents.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.
About Bright Minds
Bright Minds is a biotechnology company developing innovative treatments for patients with neurological and psychiatric disorders. Our pipeline includes novel compounds targeting key receptors in the brain to address conditions with high unmet medical need, including epilepsy, depression, and other CNS disorders. Bright Minds is focused on delivering breakthrough therapies that can transform patients' lives.
Bright Minds has developed a unique platform of highly selective serotonergic agonists exhibiting selectivity at different serotonergic receptors. This has provided a rich portfolio of NCE programs within neurology and psychiatry.
Contact Information
Alex Vasilkevich
Chief Operating Officer
Bright Minds Biosciences Inc.
T: 414-731-6422
E: alex@brightmindsbio.com
Investor Relations
Lisa M. Wilson
T: 212-452-2793
E: lwilson@insitecony.com
The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release.
Forward-Looking Information
This document contains “forward-looking statements” that were based on the Company’s expectations, estimates and projections as of the dates those statements were made. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “outlook”, “anticipate”, “project”, “target”, “believe”, “estimate”, “expect”, “intend”, “should” and similar expressions. Forward-looking statements made in this news release include statements regarding the sales of securities pursuant to the Offering and the Company’s use of proceeds from the Offering.
Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. These included but are not limited to:
·changes in general economic conditions, the financial markets, inflation and interest rates, fluctuations in exchange rates, particularly with respect to the value of the U.S. dollar and Canadian dollar, and the continued availability of capital and financing;
·inherent risks associated with pharmaceutical companies, including with respect to outcomes of testing of potential drug candidates, compliance with regulatory requirements from all jurisdictions in which the Company operates or may operate, and competition;
·the risk of inadequate insurance or inability to obtain insurance to cover operational risks;
·our ability to comply with the extensive governmental regulation to which our business is subject;
·uncertainties related to unexpected judicial or regulatory proceedings;
·changes in, and the effects of, the laws, regulations and government policies affecting our intellectual property, pre-clinical and clinical drug trials;
·litigation risks and the inherent uncertainty of litigation;
·our reliance upon key management and operating personnel;
·the competitive environment in which we operate;
·the risk of changes in accounting policies and methods we use to report our financial condition, including uncertainties associated with critical accounting assumptions and estimates;
·Management Discussion and Analysis (“MD&A”), quarterly reports and material change reports filed with and furnished to securities regulators, and those risks which are discussed under the heading “Risk Factors”; and
·whether or not the proposed Offering will be completed, and the risks and uncertainties related to the expected use of proceeds.
For further information on Bright Minds, investors should review the Company’s annual Form 40-F filing with the United States Securities and Exchange Commission available at www.sec.gov and home jurisdiction filings that are available at www.sedarplus.ca, including the “Risk Factors” included in our Annual Information Form.
FAQ
How much is Bright Minds Biosciences (DRUG) raising in its new stock offering?
Bright Minds Biosciences has priced a public offering of 1,945,000 common shares at $90.00 per share for anticipated gross proceeds of $175,050,000. The company has also granted underwriters a 30-day option to purchase up to an additional 291,750 common shares at the public offering price, less underwriting discounts and commissions.
What will Bright Minds Biosciences (DRUG) use the offering proceeds for?
The company intends to use the net proceeds from the offering to fund future clinical trials for its drug candidates, including for absence seizures, developmental and epileptic encephalopathies (DEE), and Prader-Willi Syndrome. Funds will also support phase 1 clinical trials for BMB-105, additional research and development on earlier-stage programs, and general corporate and working capital purposes.
When is the Bright Minds Biosciences (DRUG) offering expected to close?
The closing of the offering is expected to occur on January 9, 2026, subject to the satisfaction of customary closing conditions. Until those conditions are met, the transaction is not yet complete.
What happened to Bright Minds Biosciences’ previous at-the-market (ATM) program?
In connection with pricing the new offering, Bright Minds Biosciences has terminated its equity distribution agreement that established an at-the-market equity offering program. That ATM had allowed the company to issue and sell common shares from treasury with an aggregate gross sales amount of up to US$100 million through its agents.
Under what registration statement is Bright Minds Biosciences (DRUG) conducting this offering?
The offering is being conducted under a shelf registration statement on Form F-3 that was filed with the U.S. Securities and Exchange Commission and declared effective on September 2, 2025. The shares are being offered solely by means of a prospectus and a prospectus supplement that form part of that registration statement.
Who are the underwriters for the Bright Minds Biosciences (DRUG) public offering?
Jefferies, TD Cowen, Piper Sandler & Co., and Cantor are acting as joint book-running managers for the offering. They also hold the 30-day option to purchase up to 291,750 additional common shares at the public offering price, less underwriting discounts and commissions.
What types of conditions and risks does Bright Minds Biosciences (DRUG) highlight regarding this offering?
The company notes that closing the offering is subject to customary closing conditions and includes forward-looking statements about the sale of securities and use of proceeds. It cites risks such as changes in economic and financial market conditions, inherent risks in pharmaceutical development and regulatory compliance, litigation and regulatory uncertainties, reliance on key personnel, and whether the proposed offering will be completed and proceeds used as expected, as further discussed in its risk factor disclosures.
