Bright Minds Biosciences Inc. received an updated ownership report from Commodore Capital. Commodore Capital LP and Commodore Capital Master LP filed Amendment No. 2 to a Schedule 13G/A reporting beneficial ownership of 18,851 common shares, representing about 0.3% of Bright Minds’ outstanding common shares.
The filing states that Commodore Capital, as investment manager to Commodore Capital Master LP, may be deemed to beneficially own these securities, with shared voting and dispositive power over all reported shares. The ownership percentage is based on 7,635,789 common shares outstanding as of September 30, 2025.
The signatory certifies that the securities were not acquired and are not held for the purpose of changing or influencing control of Bright Minds Biosciences Inc., but instead under a passive investment intent consistent with Schedule 13G requirements.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
BRIGHT MINDS BIOSCIENCES INC.
(Name of Issuer)
Common Shares, without par value
(Title of Class of Securities)
10919W405
(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.
10919W405
1
Names of Reporting Persons
Commodore Capital LP
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
18,851.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
18,851.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
18,851.00
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)
0.3 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
10919W405
1
Names of Reporting Persons
Commodore Capital Master LP
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
18,851.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
18,851.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
18,851.00
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)
0.3 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
BRIGHT MINDS BIOSCIENCES INC.
(b)
Address of issuer's principal executive offices:
400 N ABERDEEN ST, SUITE 900, CHICAGO, ILLINOIS, 60642.
Item 2.
(a)
Name of person filing:
Commodore Capital LP
Commodore Capital Master LP
Each a "Filer."
(b)
Address or principal business office or, if none, residence:
The address for Commodore Capital LP is 444 Madison Avenue, Floor 35, New York, NY 10022.The address for Commodore Capital Master LP is c/o Maples Corporate Services Limited, Ugland House, South Church Street, PO Box 309, Grand Cayman KY1-1104, Cayman Islands.
(c)
Citizenship:
See Item 4 of the cover page for each Filer.
(d)
Title of class of securities:
Common Shares, without par value
(e)
CUSIP No.:
10919W405
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See Item 9 of the cover page for each Filer.
This report on Schedule 13G is being filed by Commodore Capital LP (the "Firm") and Commodore Capital Master LP ("Commodore Master"). The Firm is the investment manager to Commodore Master. As of December 31, 2025 the Firm may be deemed to beneficially own an aggregate of 18,851 shares of Common Shares (the "Common Shares") of Bright Minds Biosciences Inc. (the "Issuer"). The Firm, as the investment manager to Commodore Master, may be deemed to beneficially own these securities. Michael Kramarz and Robert Egen Atkinson are the managing partners of the Firm and exercise investment discretion with respect to these securities. Ownership percentages are based on 7,635,789 Common Shares reported as issued and outstanding as of September 30, 2025, based on information reported in the Issuer's Annual Report on Form 40-F, filed with the Securities and Exchange Commission on December 23, 2025.
(b)
Percent of class:
See item 11 of the cover page for each Filer.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See item 5 of the cover page for each Filer.
(ii) Shared power to vote or to direct the vote:
See item 6 of the cover page for each Filer.
(iii) Sole power to dispose or to direct the disposition of:
See item 7 of the cover page for each Filer.
(iv) Shared power to dispose or to direct the disposition of:
See item 8 of the cover page for each Filer.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
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.
What ownership stake does Commodore Capital report in BRIGHT MINDS BIOSCIENCES INC. (DRUG)?
Commodore Capital reports beneficial ownership of 18,851 common shares of Bright Minds Biosciences Inc., representing about 0.3% of the outstanding common shares. This percentage is calculated using 7,635,789 common shares reported as outstanding as of September 30, 2025.
Which entities are the reporting persons in the DRUG Schedule 13G/A Amendment No. 2?
The reporting persons are Commodore Capital LP and Commodore Capital Master LP. Commodore Capital LP acts as investment manager to Commodore Capital Master LP and may be deemed to beneficially own the Bright Minds Biosciences Inc. common shares held by the master fund.
How much voting and dispositive power does Commodore Capital report over DRUG shares?
The filing reports 0 shares with sole voting or dispositive power and 18,851 shares with shared voting and shared dispositive power. This means decisions to vote or sell these Bright Minds Biosciences Inc. shares are shared rather than controlled solely by one reporting person.
On what share count is Commodore Capital’s 0.3% DRUG ownership based?
The 0.3% ownership figure is based on 7,635,789 common shares of Bright Minds Biosciences Inc. reported as issued and outstanding as of September 30, 2025, according to the company’s Annual Report on Form 40-F filed on December 23, 2025.
What is Commodore Capital’s stated intent regarding control of BRIGHT MINDS BIOSCIENCES INC.?
The signatory certifies the securities were not acquired and are not held to change or influence control of Bright Minds Biosciences Inc. The holdings are reported on Schedule 13G/A, which is used for passive ownership rather than activist or control-seeking positions.
Who signs the DRUG Schedule 13G/A Amendment No. 2 for Commodore Capital?
The filing is signed by Michael Kramarz. He signs once as Managing Partner and once as Authorized Signatory, certifying to the truth, completeness, and correctness of the reported beneficial ownership information for Commodore Capital LP and Commodore Capital Master LP.
