[SCHEDULE 13G/A] BRIGHT MINDS BIOSCIENCES INC. Amended Passive Investment Disclosure
Perceptive reports 4.6% stake in Bright Minds
Bright Minds Biosciences Inc. received an amended Schedule 13G showing that Perceptive Advisors LLC, Joseph Edelman, and Perceptive Life Sciences Master Fund, Ltd. jointly report beneficial ownership of 449,290 common shares, or 4.6% of the class.
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Bright Minds Biosciences Inc. received an amended Schedule 13G showing that Perceptive Advisors LLC, Joseph Edelman, and Perceptive Life Sciences Master Fund, Ltd. jointly report beneficial ownership of 449,290 common shares, or 4.6% of the class. This percentage is based on 9,732,161 common shares outstanding as reported in a recent prospectus supplement. The filing states the securities are not held for the purpose of changing or influencing control of the company.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What ownership stake in DRUG does Perceptive report on this Schedule 13G/A?
Perceptive reports beneficial ownership of 449,290 common shares of Bright Minds Biosciences Inc., representing 4.6% of the outstanding class. This stake is held through Perceptive Life Sciences Master Fund, with Perceptive Advisors as investment manager and Joseph Edelman as managing member.
Which entities are the reporting persons on the Bright Minds (DRUG) Schedule 13G/A?
The filing lists three reporting persons: Perceptive Advisors LLC, Joseph Edelman, and Perceptive Life Sciences Master Fund, Ltd.. The Master Fund directly holds the shares, Perceptive Advisors serves as its investment manager, and Edelman is the managing member of Perceptive Advisors.
How was the 4.6% ownership in Bright Minds (DRUG) calculated?
The 4.6% ownership figure is based on 9,732,161 common shares of Bright Minds Biosciences outstanding. That share count comes from a prospectus supplement filed on January 9, 2026, which reflects completion of an offering and full exercise of the underwriters’ over-allotment option.
Does the Perceptive filing indicate intent to influence control of Bright Minds (DRUG)?
The certification explicitly states the securities were not acquired and are not held for the purpose of changing or influencing control of Bright Minds Biosciences. It also notes they are not held in connection with any transaction having that control-related purpose, other than certain nomination activities.
What voting and dispositive power does Perceptive report over DRUG shares?
The reporting persons show no sole voting or dispositive power over Bright Minds shares. They report shared voting power for 449,290 shares and shared dispositive power for the same 449,290 shares, reflecting coordinated authority among the listed reporting persons for these common shares.
Why does the Bright Minds (DRUG) Schedule 13G/A mention ownership of 5 percent or less?
Item 5 states ownership of 5 percent or less of a class. This confirms the reported beneficial ownership in Bright Minds common shares is below the 5% threshold, consistent with the 4.6% figure calculated from the disclosed outstanding share count in the referenced prospectus supplement.
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
Perceptive Advisors LLC
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
449,290.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
449,290.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
449,290.00
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)
4.6 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
10919W405
1
Names of Reporting Persons
Joseph Edelman
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
449,290.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
449,290.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
449,290.00
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)
4.6 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
10919W405
1
Names of Reporting Persons
Perceptive Life Sciences Master Fund, Ltd.
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
449,290.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
449,290.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
449,290.00
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)
4.6 %
12
Type of Reporting Person (See Instructions)
CO
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, IL 60642
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") with respect to Common Shares without par value (the "Common Shares"), of Bright Minds Biosciences Inc. (the "Issuer") are:
(i) Perceptive Advisors LLC ("Perceptive Advisors")
(ii) Joseph Edelman ("Mr. Edelman")
(iii) Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund")
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
51 Astor Place, 10th Floor, New York, NY 10003
(c)
Citizenship:
Perceptive Advisors is a Delaware limited liability company.
Mr. Edelman is a United States citizen.
The Master Fund is a Cayman Islands corporation.
(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:
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 of the cover pages to this Schedule 13G. The ownership percentages reported are based on 9,732,161 Common Shares outstanding as reported in the Issuer's Prospectus Supplement filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on January 9, 2026, after giving effect to the completion of the offering and the full exercise of the underwriters' over-allotment option.
The Master Fund directly holds 449,290 Common Shares. Perceptive Advisors serves as the investment manager to the Master Fund. Mr. Edelman is the managing member of Perceptive Advisors.
(b)
Percent of class:
Perceptive Advisors: 4.6%
Mr. Edelman: 4.6%
Master Fund: 4.6%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Perceptive Advisors: 0
Mr. Edelman: 0
Master Fund: 0
(ii) Shared power to vote or to direct the vote:
Perceptive Advisors: 449,290
Mr. Edelman: 449,290
Master Fund: 449,290
(iii) Sole power to dispose or to direct the disposition of:
Perceptive Advisors: 0
Mr. Edelman: 0
Master Fund: 0
(iv) Shared power to dispose or to direct the disposition of:
Perceptive Advisors: 449,290
Mr. Edelman: 449,290
Master Fund: 449,290
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.
