Bright Minds Biosciences (NASDAQ: DRUG) launches $175M equity raise for trials

Rhea-AI Filing Summary

Bright Minds Biosciences Inc. entered into an underwriting agreement to sell 1,945,000 common shares at $90.00 per share, for gross proceeds of $175,050,000 in an underwritten public offering. The company expects net proceeds of approximately $164,372,000, or approximately $189,054,050 if the underwriters fully exercise their option to purchase up to an additional 291,750 common shares.

The offering is expected to close on January 9, 2026 and was made under the company’s effective Form F-3 shelf registration statements. Bright Minds plans to use the funds to support future clinical trials for drug candidates targeting absence seizures, developmental and epileptic encephalopathies, and Prader-Willi Syndrome, to initiate phase 1 trials for BMB-105, to advance earlier-stage research programs, and for general corporate and working capital purposes.

Insights

Biotech capital markets analyst

Bright Minds raises sizable equity capital to fund multiple clinical programs.

Bright Minds Biosciences Inc. has launched an underwritten public offering of 1,945,000 common shares at $90.00 per share, for gross proceeds of $175,050,000. Net proceeds are expected to be about $164,372,000, with an underwriters’ option for 291,750 additional shares that could increase net proceeds to about $189,054,050.

The company states it plans to allocate this capital to future clinical trials for candidates in absence seizures, DEE and Prader-Willi Syndrome, to initiate phase 1 clinical trials for BMB-105, and to fund earlier-stage research plus general corporate and working capital needs. This links the equity raise directly to expanding and progressing the development pipeline.

The transaction is fully underwritten by multiple banks and includes a 90-day lock-up for the company and its executives and directors starting January 7, 2026, which limits additional share sales over that period. Actual dilution and any trading impact will depend on market reception when the offering closes on January 9, 2026 and on whether the underwriters exercise their option.

Form 6-K: How Foreign Companies Report to the SEC →

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 ]

On January 7, 2026, Bright Mind Biosciences Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Jefferies LLC, TD Securities (USA) LLC, Piper Sandler & Co., and Cantor Fitzgerald & Co. (collectively, the "Underwriters"), pursuant to which the Company agreed to sell 1,945,000 common shares in the capital of the Company (the "Common Shares") at a price of $90.00 per Common Share for gross proceeds of $175,050,000 (the "Offering").

The final prospectus supplement dated January 7, 2026, relating to and describing the terms of the Offering was filed with the Securities and Exchange Commission (the “SEC”) on January 9, 2026. The Offering is expected to close on January 9, 2026.

Pursuant to the Underwriting Agreement, the Underwriters have an option (the "Option") to purchase up to an additional 291,750 Common Shares, and the Underwriters have 30 days from January 7, 2026 to exercise its Option to purchase additional Common Shares. 

The Underwriting Agreement, filed herewith as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K, contains customary representations, warrants and covenants by the Company, conditions to closing and indemnification provisions. Pursuant to the Underwriting Agreement, we, and our executive officers and directors, will not, subject to certain exceptions, during the period beginning on January 7, 2026 and continuing through the date that is 90 days after the date thereof, offer, sell, contract to sell, pledge or otherwise dispose of or hedge, directly or indirectly, any shares of our Common Shares or securities convertible into or exchangeable or exercisable for any Common Shares.

The net proceeds to the Company from the underwritten public Offering, after deducting the underwriting discounts and the estimated Offering expenses, are expected to be approximately $164,372,000 (or approximately $189,054,050 if the Underwriter exercises in full its Option to purchase additional Common Shares).  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.

The Common Shares were issued pursuant to a prospectus supplement dated as of January 7, 2026, which was filed with the SEC in connection with the Company's shelf registration statement on Form F-3 (File No. 333-289851), originally filed on August 26, 2025, and which was declared effective by the SEC on September 2, 2025.

The legal opinion of McMillan LLP, counsel to the Company, relating to the legality of the issuance and sale of the Common Shares is attached as Exhibit 99.2 to this Report of Foreign Private Issuer on Form 6-K.

The description of terms and conditions of the Underwriting Agreement set forth herein do not purport to be complete and are qualified in their entirety by the full text of the Underwriting Agreement which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

INCORPORATION BY REFERENCE

The disclosure in this Report of Foreign Private Issuer on Form 6-K and Exhibits 99.1 and 99.2 are 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

Exhibit		Description
99.1		Underwriting Agreement, dated January 7, 2026, by and between Bright Minds Biosciences Inc., Jefferies LLC, TD Securities (USA) LLC, Piper Sandler & Co., and Cantor Fitzgerald & Co.
99.2		Opinion of McMillan LLP
99.3		Consent of McMillan LLP (included in Exhibit 99.2)

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 8, 2026

FAQ

What equity offering did Bright Minds Biosciences (DRUG) announce in January 2026?

Bright Minds Biosciences announced an underwritten public offering of 1,945,000 common shares at $90.00 per share, for total gross proceeds of $175,050,000.

How much cash will Bright Minds Biosciences (DRUG) receive from the share offering?

The company expects net proceeds of approximately $164,372,000, or approximately $189,054,050 if the underwriters fully exercise their option to buy an additional 291,750 common shares.

How will Bright Minds Biosciences (DRUG) use the net proceeds from this offering?

Bright Minds plans to use the net proceeds to fund future clinical trials for drug candidates targeting absence seizures, DEE and Prader-Willi Syndrome, to initiate phase 1 clinical trials for BMB-105, to support additional research and development on earlier phase programs, and for general corporate and working capital purposes.

What is the underwriters’ option in the Bright Minds Biosciences (DRUG) offering?

Under the underwriting agreement, the underwriters have a 30-day option from January 7, 2026 to purchase up to an additional 291,750 common shares, which could increase the net proceeds to about $189,054,050 if exercised in full.

Which banks are underwriting the Bright Minds Biosciences (DRUG) share offering?

The offering is underwritten by Jefferies LLC, TD Securities (USA) LLC, Piper Sandler & Co., and Cantor Fitzgerald & Co..

Are there lock-up restrictions related to the Bright Minds Biosciences (DRUG) offering?

Yes. Under the underwriting agreement, the company and its executive officers and directors agreed that, subject to certain exceptions, they will not offer, sell, or otherwise dispose of common shares or related securities for 90 days starting on January 7, 2026.

Under which registration statements was the Bright Minds Biosciences (DRUG) offering made?

The common shares were issued under a prospectus supplement dated January 7, 2026, filed in connection with the company’s shelf registration statement on Form F-3 (File No. 333-289851), and the disclosure is also incorporated by reference into Form F-3 File Nos. 333-284694 and 333-289851.