Clearmind Medicine to sell $2,000,000 of convertible notes for $1,800,000 in cash

The notice

Clearmind Medicine Inc. (Nasdaq: CMND), based in Vancouver, British Columbia, said in a Form 6-K signed on October 16, 2026 that on that day it delivered a notice to investors it calls the "CLA Investors". Under the notice the company will issue and sell convertible promissory notes with an aggregate principal amount of $2,000,000. The aggregate purchase price payable in cash is 90% of the principal amount, or $1,800,000. The company says the transaction is expected to close on or before October 19, 2026. The report is signed by Chief Executive Officer Adi Zuloff-Shani.

The program behind it

The notes are issued under securities purchase agreements dated September 17, 2025. The report says that, as previously announced, Clearmind entered into an amendment to those agreements on April 30, 2026. As amended, the agreements allow the company to issue and sell convertible promissory notes from time to time in an aggregate principal amount of up to $10,000,000. The October notice is therefore one draw on a larger program and not the full amount.

The investors receive notes with a face value of $2,000,000 and pay $1,800,000 in cash, so the company receives less cash than the face amount of the notes. The 6-K does not say whether the notes bear interest.

What the report does not say

The 6-K names no lender, placement agent, financial adviser or law firm. It describes the counterparties only as the CLA Investors and does not identify any of them. It gives no conversion price, no maturity date, no interest rate, no limit on the number of shares the notes can convert into and no use of proceeds. Because the notes are convertible, the number of shares that could eventually be issued depends on terms the report does not disclose, so the dilution to existing shareholders cannot be worked out from the filing.

The report states that it is incorporated by reference into the company's registration statements on Form F-3 (File Nos. 333-275991, 333-270859, 333-273293, 333-293521 and 333-295455) and on Form S-8 (File No. 333-283695), as part of those documents from the date it was submitted, to the extent not superseded by later filings.

The financial condition behind the borrowing

The company's annual report on Form 20-F, filed in January 2026, describes the position of the borrower. In its summary of risk factors the company says it has incurred losses since its inception, expects significant losses for the foreseeable future and may never achieve or maintain profitability. It says its financial statements contain an explanatory paragraph regarding substantial doubt about its ability to continue as a going concern. It says it has never generated any revenue from product sales, and that it expects to need to raise substantial additional funding, which may not be available on acceptable terms, or at all.

The same summary lists product risks. The company says it has not commercialized any products and may not receive, or may be delayed in receiving, the necessary approvals for MEAI or future products. It says its current candidates contain psychedelic substances and may be subject to controlled substance laws and regulations, and that the use of potentially controlled substances may generate public controversy. It says the results of early-stage clinical trials and preclinical studies may not predict future results, and that research and development of drugs targeting the central nervous system is particularly difficult.

The 6-K itself reports no cash balance, no clinical result and no earlier note issuances under the program.

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