Bright Minds (NASDAQ: DRUG) closes US$175M public share offering
Rhea-AI Filing Summary
Bright Minds Biosciences Inc. closed a public offering of 1,945,000 common shares at US$90.00 per share, raising gross proceeds of US$175,050,000. The company also granted underwriters a 30‑day option to buy up to an additional 291,750 shares at the same public offering price, less underwriting discounts and commissions.
All securities in this offering were sold by Bright Minds, and the company plans to use the net proceeds to fund clinical trials for its drug candidates, including programs for absence seizures, developmental and epileptic encephalopathies, and Prader‑Willi Syndrome, as well as to initiate phase 1 trials for BMB‑105, support earlier‑stage R&D, and for general corporate and working capital needs.
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Insights
US$175M primary equity raise strengthens funding for clinical pipeline.
Bright Minds Biosciences completed a primary equity offering of 1,945,000 common shares at US$90.00 per share for gross proceeds of
The company states that net proceeds are earmarked for clinical development of drug candidates targeting absence seizures, DEE, and Prader‑Willi Syndrome, initiation of phase 1 trials for BMB‑105, additional early‑stage R&D, and general corporate and working capital purposes. For a biotechnology business without disclosed product revenue in this excerpt, this level of capital can be important to support multi‑program clinical execution.
The offering was conducted under an effective Form F‑3 shelf registration statement declared effective on
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 Chicago, IL 60642 (U.S. Corporate headquarters) |
1122 Mainland St #228 Vancouver, BC V6B 5L1 (Canadian Corporate headquarters) |
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 ]
INCORPORATION BY REFERENCE
Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K is incorporated by reference into our (a) registration statement on Form F-3 (File No. 333-284694) filed on February 5, 2025, and (b) registration statement on Form F-3 (File No. 333-289851) filed on August 26, 2025.
SUBMITTED HEREWITH
| Exhibits | |
| 99.1 | News Release dated January 9, 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 9, 2026
BRIGHT MINDS BIOSCIENCES ANNOUNCES CLOSING OF US$175 MILLION PUBLIC OFFERING
New York City, January 9, 2026 - Bright Minds Biosciences Inc. (CSE: DRUG) (NASDAQ: DRUG) ("Bright Minds" or the "Company") today closed its recently announced public offering of 1,945,000 common shares in the capital of the Company (the "Common Shares") at a price of US$90.00 per Common Share for gross proceeds of US$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 sold in this Offering were offered by Bright Minds.
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 acted 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 was made solely by means of a prospectus and a prospectus supplement that form a part of the Registration Statement. Copies of the final prospectus supplement and accompanying prospectus relating to the Offering may be obtained for free by visiting EDGAR on the SEC website at www.sec.gov, or 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.
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 Company's anticipated 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
- the risks and uncertainties related to the expected use of proceeds from the Offering.
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
What did Bright Minds Biosciences (DRUG) announce in this 6-K filing?
Bright Minds Biosciences announced the closing of a public offering of 1,945,000 common shares at US$90.00 per share, generating US$175,050,000 in gross proceeds.
How much capital did Bright Minds (DRUG) raise in the public offering?
The company raised gross proceeds of US$175,050,000 by selling 1,945,000 common shares at US$90.00 per share.
Is there an underwriters’ option associated with the Bright Minds (DRUG) offering?
Yes. Bright Minds 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.
How will Bright Minds Biosciences use the proceeds from the US$175M offering?
The company intends to use the net proceeds to fund clinical trials for drug candidates for absence seizures, DEE, and Prader‑Willi Syndrome, initiate phase 1 trials for BMB‑105, support earlier‑stage R&D programs, and for general corporate and working capital purposes.
Which banks managed the Bright Minds (DRUG) public offering?
Jefferies, TD Cowen, Piper Sandler & Co., and Cantor acted as joint book‑running managers for the offering.
Under what registration statement was the Bright Minds offering made?
The offering was made under a Form F‑3 shelf registration statement that was declared effective by the SEC on September 2, 2025, using a prospectus and prospectus supplement.
What risks does Bright Minds highlight regarding its plans and use of proceeds?
The company cites risks including general economic and market conditions, clinical and regulatory uncertainties, litigation risk, reliance on key personnel, and specific risks related to the expected use of proceeds, as further discussed in its Form 40‑F and other regulatory filings.
