Business Context and Reporting Period
This Form 6-K filing by Clearmind Medicine Inc. covers the month of February 2026. The report details specific corporate actions regarding the conversion of convertible promissory notes previously issued under securities purchase agreements (SPAs) entered into on September 17, 2025.
Key Financial Metrics and Capital Structure
- Debt Instrument: Convertible promissory notes with an aggregate principal cap of $10,000,000.
- Recent Issuance: On February 4, 2026, the Company issued notes with a principal amount of $2,500,000 for a cash purchase price of $2,250,000 (90% of principal).
- Conversion Activity: On February 9, 2026, investors converted $300,000 of principal into common shares.
- Conversion Price: $1.25 per common share.
- Liquidity and Margins: The filing text does not provide a clear value for revenue, profit, operating cash flow, or margins.
Material Changes
The primary material change reported is the execution of a Conversion Agreement on February 9, 2026. Under this agreement, CLA Investors converted $300,000 of the outstanding Promissory Notes into equity. Additionally, the floor price attached to the Promissory Notes was amended to $1.25 per common share, aligning with the agreed conversion price.
Outlook, Risks, and Management Commentary
The filing focuses on the mechanics of the debt-to-equity conversion and the amendment of the floor price. It does not contain forward-looking guidance, management commentary on operational outlook, or specific risk factors beyond the standard incorporation by reference into existing registration statements.
Investor Verification Checklist
- Verify the total number of common shares issued upon the conversion of the $300,000 principal at the $1.25 price.
- Confirm the remaining principal balance of the $2,500,000 note issuance after the $300,000 conversion.
- Review the full text of the Conversion Agreement (Exhibit 10.1) for any additional covenants or conditions.
- Assess the impact of the amended $1.25 floor price on future potential conversions of the remaining debt.