Bright Minds Biosciences Inc SEC Filings

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.

Bright Minds Biosciences Inc. is conducting a primary public offering of 1,945,000 common shares at $90.00 per share, for gross proceeds of $175,050,000. After underwriting discounts and estimated expenses, the company expects net proceeds of about $164,372,000, and has granted underwriters a 30‑day option for up to an additional 291,750 shares.

Common shares outstanding are expected to rise to 9,732,161 (or 10,023,911 if the option is fully exercised) from 7,787,161 as of the prospectus date, meaning existing holders will be diluted. Bright Minds plans to use the funds to advance clinical trials for drug candidates in absence epilepsy, DEE, Prader‑Willi Syndrome, initiate phase 1 trials for BMB‑105, support earlier‑stage R&D programs and for general corporate purposes. The company warns that this is a high‑risk investment and highlights potential volatility, future capital needs and possible NASDAQ listing risks.

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.

Bright Minds Biosciences Inc. reports that, on January 7, 2026, it mutually agreed with Piper Sandler & Co. and Cantor Fitzgerald & Co. to terminate their Equity Distribution Agreement dated August 25, 2025, effective the same day. This agreement had allowed the company to distribute equity through these firms, and its termination ends that arrangement.

The company also notes that this disclosure is incorporated by reference into its registration statements on Form F-3 with file numbers 333-284694 and 333-289851.

Bright Minds Biosciences Inc. has filed a preliminary prospectus supplement for a $100,000,000 public offering of common shares and, for certain large investors, pre-funded warrants to buy common shares. The pre-funded warrants are sold at the share price minus $0.001 and carry a token exercise price of $0.001 per share, are exercisable at any time, and include 4.99% or 9.99% ownership caps to limit post‑offering beneficial ownership.

The company has also granted underwriters a 30‑day option to purchase additional common shares. Net proceeds are expected to fund future clinical trials in absence epilepsy, developmental and epileptic encephalopathies, Prader‑Willi Syndrome, initiation of phase 1 trials for BMB‑105, earlier-stage research programs, and general corporate purposes. Bright Minds had 7,787,161 common shares outstanding as of the prospectus supplement date, with additional shares reserved under options, RSUs and warrants, so this financing may significantly dilute existing holders and increase share count over time.

Bright Minds Biosciences reported positive topline Phase 2 results from its BREAKTHROUGH trial of BMB-101 in adults with drug‑resistant Absence Seizures and Developmental and Encephalopathic Epilepsies (DEE). The open-label study enrolled 24 patients and met its primary efficacy endpoints in both cohorts, showing robust seizure reductions with a favorable safety profile.

In the Absence cohort (n=11 efficacy‑evaluable), BMB‑101 achieved a 73.1% median reduction in absence seizures lasting at least 3 seconds and a 74.4% median reduction in total seizure time, with p = 0.012. In the DEE cohort (n=6), there was a 63.3% median reduction in major motor seizures, including Lennox‑Gastaut, Dravet, and Rett patients.

BMB‑101 was generally well tolerated, with most adverse events mild or moderate and no treatment‑related serious events. Patients with Absence Seizures also showed a 90% increase in REM sleep without increasing total sleep time. Based on these findings, Bright Minds has begun preparations for global registrational trials in Absence Seizures and DEE and plans to start a Prader‑Willi syndrome study in Q1 2026.