Business Context and Reporting Period
Company: Clearmind Medicine Inc.
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Reporting Period: June 2026 (Specifically June 12, 2026)
The filing reports on a specific corporate transaction involving the issuance of convertible promissory notes under an existing securities purchase agreement framework established in September 2025 and amended in April 2026.
Key Financial Metrics
This filing does not contain comprehensive financial statements (revenue, profit, cash flow, or margins). It focuses exclusively on a capital raise transaction.
- Transaction Amount: $1,000,000 aggregate principal amount of Convertible Promissory Notes.
- Cash Proceeds: $900,000 (90% of principal amount).
- Discount Rate: 10% discount to principal.
- Conversion Floor Price: Amended to $1.875 per common share.
- Expected Closing Date: On or about June 14, 2026.
Material Changes
The primary material change is the execution of an agreement on June 12, 2026, to sell an additional tranche of debt securities to the "CLA Investors." This transaction modifies the terms of the existing facility by:
- Increasing the total principal issued under the program.
- Amending the conversion price formula floor to $1.875 per share.
Outlook, Risks, and Management Commentary
Management Commentary: The filing confirms the company is actively utilizing its existing credit facility to secure liquidity. The transaction is expected to close shortly after the filing date.
Risks and Contingencies: The filing notes that the description of the agreement is not complete and is qualified by the full text of the agreement attached as Exhibit 99.1. The transaction is contingent on closing conditions expected to be met by June 14, 2026.
Unusual Items: The issuance of notes at a 10% discount (90% of principal) is a specific term of this financing round.
Investor Verification Checklist
- Verify the final closing date and receipt of the $900,000 cash proceeds.
- Review the full text of the agreement (Exhibit 99.1) for specific conversion terms, interest rates, and maturity dates not detailed in this summary.
- Confirm the impact of the $1.875 conversion floor price on potential future dilution.
- Check subsequent filings for the total remaining capacity under the $10,000,000 aggregate principal limit.