aibioClearmind sells $1,000,000 of convertible notes at 90% of principal
Tickers CMND
Clearmind Medicine will issue $1,000,000 of convertible notes for $900,000 in cash, under a one-time exception to its own $2,500,000 quarterly limit. The agreement also amends the conversion price and sets a $1.875 floor price per share.
Key facts
- Company
- Clearmind Medicine Inc. (NASDAQ: CMND)
- News type
- Debt Financing
- Primary source
- SEC Form 8-K
The one-time purchase
Clearmind Medicine Inc. (Nasdaq: CMND), a British Columbia corporation, entered into an agreement dated June 12, 2026 to issue $1,000,000 of additional convertible promissory notes to two accredited investors. The buyers will pay 90% of principal in cash, or $900,000 in total. L.I.A. Pure Capital Ltd. and Capitalink Ltd. each take $500,000 of principal for $450,000. The company is to provide wire instructions to each buyer.
The notes are issued under a securities purchase agreement amended on April 30, 2026. That agreement allows up to $10,000,000 of additional notes in total. Under its Section 1(c), the company may request, at its sole discretion, purchases of up to $2,500,000 per fiscal quarter. The June 12 agreement says the parties wish to exceed that quarterly limit on a one-time basis, so that the buyers purchase $1,000,000 on that date.
Changed terms
The agreement amends the conversion price formula in the additional notes and sets a new floor price of $1.875 per common share. The agreement does not set out the revised formula, so the number of shares the notes could convert into cannot be worked out from it. Apart from the one-time exception, the agreement says the purchase agreement's terms remain in force.
The agreement does not say why the company asked for the exception. It also does not explain how a $1,000,000 purchase exceeds a $2,500,000 limit, or say how much of the $10,000,000 has been issued before it.
Who is named
The buyers are L.I.A. Pure Capital Ltd. and Capitalink Ltd. The company signed through its chief executive officer, Adi Zuloff-Shani, and its chairman, Hila Kiron-Revach. The buyers signed through Kfir Silberman, chief executive officer of L.I.A. Pure Capital Ltd., and Lavi Krasney, chief executive officer of Capitalink Ltd. The filing names no placement agent, financial advisor or legal counsel for either side.
What the filing does not say
The agreement does not state the notes' interest rate, maturity date or use of proceeds. Neither the agreement nor the 20-F risk-factor summary gives a cash balance, net loss or cash use, so the company's funding need cannot be set against this $900,000.
Going-concern warning
The annual report on Form 20-F, filed January 20, 2026, says in its summary risk factors that the company has incurred losses since its inception and expects significant losses for the foreseeable future. It also says the company's financial statements contain an explanatory paragraph on substantial doubt about its ability to continue as a going concern. The company has never generated revenue from product sales, and it says it will need substantial additional funding that may not be available on acceptable terms, or at all.
Product risks
The 20-F describes a product candidate called MEAI and warns that it may not receive, or may be delayed in receiving, the necessary approvals. It says some of its candidates contain psychedelic substances that may be subject to controlled substance laws, and that their use may generate public controversy. It also warns that results from early-stage trials and preclinical studies may not predict later results, and that drug development targeting the central nervous system is particularly difficult.
The risk-factor summary gives no trial data for MEAI, so it does not show how far development has progressed or what the company has learned from patients.