Clearmind Medicine Inc 6-K, filed Sep 16, 2024
Clearmind Medicine Inc. (CMND)
About this 6-K
Clearmind Medicine Inc filed this 6-K on September 16, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of September 2024
Commission file number:
(Translation of registrant’s name into English)
101 – 1220 West 6th Avenue
Vancouver, British
Columbia
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
CONTENTS
On September 16, 2024, the registrant filed in Canada its unaudited condensed interim consolidated financial statements and Management’s Discussion and Analysis for the three and nine months ended July 31, 2024, with the Canadian Securities Administration and each of the Ontario Securities Commission, British Columbia Securities Commission and Alberta Securities Commission.
This Report on Form 6-K is incorporated by reference into the Registrant’s Registration Statements on Form F-3 (File No. 333-275991, 333-270859, 333-273293), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
1
EXHIBIT INDEX
| Exhibit No. | ||
| 99.1 | Condensed Interim Consolidated Financial Statements for the three and nine months ended July 31, 2024. | |
| 99.2 | Management’s Discussion and Analysis for the for the three and nine months ended July 31, 2024. | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Clearmind Medicine Inc. | |||
| Date: September 16, 2024 | By: | /s/ Adi Zuloff-Shani | |
| Name: | Adi Zuloff-Shani | ||
| Title: | Chief Executive Officer | ||
3
Exhibit 99.1
CLEARMIND MEDICINE INC.
Condensed Interim Consolidated Financial Statements
For The Three and Nine Months Ended July 31, 2024
(Expressed in United States Dollars)
(Unaudited)
CLEARMIND MEDICINE INC.
Condensed Interim Consolidated Statements of Financial Position
(Expressed in United States Dollars)
(Unaudited)
| July 31, | October 31, | |||||||
| 2024 | 2023 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Other receivables | ||||||||
| Short-term investment (Note 3) | ||||||||
| Prepaid expenses | ||||||||
| Related parties (Note 4b) | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Property and equipment | ||||||||
| Intangible assets | ||||||||
| Restricted cash | ||||||||
| Right-of-use asset (Note 4c) | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Due to related parties (Note 4a) | ||||||||
| Derivative warrant liabilities (Note 5) | ||||||||
| Short-term portion of lease liabilities (Note 4c) | ||||||||
| Total current liabilities | ||||||||
| Non- current liabilities | ||||||||
| Long-term lease liabilities (Note 4c) | ||||||||
| Total non- current liabilities | ||||||||
| Total liabilities | $ | $ | ||||||
| Shareholders’ equity | ||||||||
| Share capital and share premium (Note 6) | ||||||||
| Warrants (Note 7) | ||||||||
| Share-based payment reserve (Notes 8,9) | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
Approved and authorized for issuance on behalf of the Board of Directors on September 15, 2024:
| /s/ Alan Rootenberg | /s/ Adi Zuloff-Shani | |
| Alan Rootenberg, CFO | Adi Zuloff-Shani, CEO |
(The accompanying notes are an integral part of these condensed interim consolidated financial statements)
2
CLEARMIND MEDICINE INC.
Condensed Interim Consolidated Statements of Operations and Comprehensive Loss
(Expressed in United States Dollars)
(Unaudited)
| Three months ended | Nine months ended | |||||||||||||||
| July 31, | July 31, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Operating expenses | ||||||||||||||||
| General and administrative | $ | $ | $ | $ | ||||||||||||
| Research and development, net | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Finance income (expenses) | ||||||||||||||||
| Changes in fair value of derivative warrant liabilities (Note 5) | ( | ) | ( | ) | ||||||||||||
| Unrealized gain (loss) on short-term investment (Note 3) | ( | ) | ( | ) | ||||||||||||
| Realized loss on short-term investment (Note 3) | ( | ) | ||||||||||||||
| Foreign exchange gain (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Other finance income, net | ||||||||||||||||
| Total finance income (expenses) | ( | ) | ||||||||||||||
| Other income (expenses) | ||||||||||||||||
| Other expenses | ( | ) | ( | ) | ||||||||||||
| Dividend received | ||||||||||||||||
| Total other income (expenses) | ( | ) | ( | ) | ||||||||||||
| Loss before taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Tax income (expenses) | ( | ) | ( | ) | ( | ) | ||||||||||
| Net Loss and Comprehensive loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
| (*) |
(The accompanying notes are an integral part of these condensed interim consolidated financial statements)
3
CLEARMIND MEDICINE INC.
Condensed Interim Statements of Changes in Shareholders’ Equity (Deficit)
(Expressed in United States Dollars)
(Unaudited)
| Share capital and share premium | Share-based | Accumulated other | Total shareholders’ | |||||||||||||||||||||||||
| Number of shares (*) | Amount | Warrants | payment reserve | comprehensive income | Accumulated deficit | equity (deficit) | ||||||||||||||||||||||
| Balance, October 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
| Net loss for the period | – | ( | ) | ( | ) | |||||||||||||||||||||||
| Issuance of common shares, pre-funded warrants and warrants (Note 6c(iii)) | ||||||||||||||||||||||||||||
| Exercise of warrants (Notes 6c(ii, v, ix)) | ||||||||||||||||||||||||||||
| Issuance of common shares upon vesting of restricted share units (Notes 6c(vi, viii, xi)) | ( | ) | ||||||||||||||||||||||||||
| Share-based compensation (Notes 6c (i, iv, vii, ix), 8, 9) | ||||||||||||||||||||||||||||
| Balance, July 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
| Balance, October 31, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| Net loss for the period | – | ( | ) | ( | ) | |||||||||||||||||||||||
| Issuance of common shares | ||||||||||||||||||||||||||||
| Common shares and warrants issued to XYLO TECHNOLOGIES LTD. (formerly Medigus Ltd.) | ||||||||||||||||||||||||||||
| Issuance of common shares, pre-funded warrants and warrants | ||||||||||||||||||||||||||||
| Issuance of common shares upon vesting of restricted stock units | ( | ) | ||||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||||||
| Balance, July 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
| (*) |
All share amounts have been retroactively adjusted for all periods presented.
(The accompanying notes are an integral part of these condensed interim consolidated financial statements)
4
CLEARMIND MEDICINE INC.
Condensed Interim Consolidated Statements of Cash Flows
(Expressed in United States Dollars)
(Unaudited)
| Nine months ended July 31, | ||||||||
| 2024 | 2023 | |||||||
| Operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments for: | ||||||||
| Amortization of intangible assets | ||||||||
| Amortization of right-of-use asset | ||||||||
| Interest on lease liability | ||||||||
| Exchange rate differences | ( | ) | ||||||
| Dividend received | ||||||||
| Share issuance costs allocated to derivate warrant liability | ||||||||
| Depreciation of property and equipment | ||||||||
| Changes in fair value of derivative warrant liability | ( | ) | ||||||
| Share-based compensation | ||||||||
| Unrealized (gain) loss on short-term investment | ( | ) | ||||||
| Realized loss on short-term investment | ||||||||
| Tax expenses | ||||||||
| Changes in working capital: | ||||||||
| Decrease (increase) in other receivables | ( | ) | ||||||
| Increase in prepaid expenses | ( | ) | ( | ) | ||||
| Decrease in accounts payable and accrued liabilities | ( | ) | ( | ) | ||||
| Increase (decrease) in due to / from related parties | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Investing activities | ||||||||
| Proceeds from sale of short-term investment | ||||||||
| Restricted Cash | ||||||||
| Net cash generated in investing activities | ||||||||
| Financing activities | ||||||||
| Proceeds from issuance of common shares and warrants, net of issuance costs (Note 6c (iii)) | ||||||||
| Proceeds received from issuance of shares | ||||||||
| Proceeds received from exercise of warrants (Notes 6c (ii, v, ix)) | ||||||||
| Repayment of lease liabilities | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| Effect of foreign exchange rate changes on cash and cash equivalents | ( | ) | ( | ) | ||||
| Net increase in cash and cash equivalents | ||||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| Supplementary disclosure of cash flow information: | ||||||||
| Cash received as interest | $ | $ | ||||||
| Cash paid for taxes | ||||||||
| Non-cash financing and investing activities | ||||||||
| Derivative liability converted to equity | $ | $ | ||||||
| Right of use assets obtained in exchange for lease liabilities | ||||||||
| Early termination of office lease (Note 4c) | ( | ) | ||||||
5
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in United States Dollars)
(Unaudited)
| 1. | Nature of Operations and Going Concern |
| a. | Clearmind Medicine Inc. (the “Company”) was incorporated in the province of British Columbia on |
On November 14, 2022, the Company completed a listing on the Nasdaq Capital Market (“Nasdaq”). The Company trades under the symbol “CMND” on the Nasdaq and on the Frankfurt Stock Exchange, (FSE), under the symbol “CWY”. The Company was listed on the Canadian Securities Exchange (“CSE”) in Toronto until March 14, 2024. Following approval for a voluntary delisting, the Company no longer trades on the CSE but remains a reporting issuer in Canada.
On January 16, 2024, the Company completed
a registered direct and private placement for aggregate gross proceeds of $
| b. | Going concern |
These condensed interim consolidated
financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets
and discharge its liabilities in the normal course of business. For the nine months ended July 31, 2024, the Company has not generated
any revenues and has negative cash flows from operations of $
| c. | Reverse share split |
On November 28, 2023, the Company’s
Board of Directors (the “Board”) approved a
All issued and outstanding common shares or instruments convertible into common shares contained in these financial statements have been retroactively adjusted to reflect the reverse share split for all periods presented, unless explicitly stated otherwise.
| d. |
On October 7, 2023, an unprecedented attack was launched against Israel by terrorists from the Hamas terrorist organization that infiltrated Israel’s southern border from the Gaza Strip and in other areas within the State of Israel attacking civilians and military targets while simultaneously launching extensive rocket attacks on the Israeli population, which led to the declaration of the ‘Iron Swords’ War (the “War”). The War is on-going as of the issuance date of these financial statements. The Company’s clinical trials, the laboratory that supports such clinical trials and the Contract Research Organization (CRO) are based in Israel. The extent to which the War may impact the Company’s financial condition, results of operations, or liquidity is uncertain, and as of the date of issuance of these consolidated financial statements, the Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or an adjustment to the carrying value of the Company’s assets or liabilities as of July 31, 2024. |
6
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in United States Dollars)
(Unaudited)
| 2. | Material Accounting Policy Information |
| a. | Basis of Presentation |
The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) on a going concern basis.
These condensed interim consolidated
financial statements include the accounts of the Company and its
These condensed interim consolidated financial statements have been prepared on a historical cost basis, except for financial assets and liabilities (including derivatives) which are presented at fair value through profit or loss (“FVTPL”), and are presented in United States dollars, which is the Company’s functional currency.
| b. | Unaudited Interim Financial Information |
Certain information and footnote disclosures normally included in financial statements prepared in accordance with IFRS have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these condensed interim consolidated financial statements should be read in conjunction with the audited financial statements as of and for the year ended October 31, 2023 and the notes thereto (the “2023 Annual Report”).
The condensed interim consolidated financial statements have been prepared on the same basis as the 2023 Annual Report. In the opinion of the Company’s management, these condensed interim consolidated financial statements contain all adjustments that are necessary to present fairly the Company’s financial position and results of operations for the interim periods presented. The results for the nine months ended July 31, 2024 are not necessarily indicative of the results for the year ending October 31, 2024, or for any future period.
As of July 31, 2024, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2023 Annual Report except for the following:
Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality Judgements—Disclosure of Accounting Policies
The Company has adopted the amendments to IAS 1 for the first time in the current year. The amendments change the requirements in IAS 1 with regard to disclosure of accounting policies. The amendments replace all instances of the term ‘significant accounting policies’ with ‘material accounting policy information’. Accounting policy information is material if, when considered together with other information included in an entity’s financial statements, it can reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements.
The supporting paragraphs in IAS 1 are also amended to clarify that accounting policy information that relates to immaterial transactions, other events or conditions that are immaterial and need not be disclosed. Accounting policy information may be material because of the nature of the related transactions, other events or conditions, even if the amounts are immaterial. However, not all accounting policy information relating to material transactions, other events or conditions is itself material.
7
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in United States Dollars)
(Unaudited)
| 2. | Material Accounting Policy Information (continued) |
| c. | Significant Accounting Estimates and Judgments |
The preparation of consolidated financial statements in accordance with IFRS requires management to make judgments, estimates, and assumptions that affect the application of policies and reported amounts of assets, liabilities, income, and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
Significant Estimates
Share-based Compensation
Fair values are determined using the Black-Scholes option pricing model. Estimating fair value requires determining the most appropriate valuation model for a grant of equity instruments, which is dependent on the terms and conditions of the grant. Option-pricing models require the use of highly subjective estimates and assumptions including the expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value estimates and, therefore, existing models do not necessarily provide reliable measurement of the fair value of the Company’s stock options.
Warrant Liability
The Company analyses warrants issued to determine whether they meet the classification as liabilities or equity. Derivative warrant liabilities are adjusted to reflect fair value at each reporting period, with any increase or decrease in the fair value recorded in the results of operations. The Company uses a fair valuation specialist to estimate the value of these instruments using the binomial pricing model.
The key assumptions used in the models are the expected future volatility in the price of the Company’s shares, the expected life of the warrants, the risk-free interest rate and the probability of any future adjustment event.
Significant Judgments
The critical judgments that the Company’s management has made in the process of applying the Company’s accounting policies that have the most significant effect on the amounts recognized in the Company’s consolidated financial statements are as follows:
Going Concern
The application of the going concern assumption requires management to take into account all available information about the future, which is at least but not limited to, 12 months from the end of the reporting period. The Company is aware that material uncertainties related to events or conditions raise substantial doubt upon the Company’s ability to continue as a going concern.
8
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in United States Dollars)
(Unaudited)
| 3. | Short-term Investment |
Pursuant to the Share Exchange Agreement
with XYLO TECHNOLOGIES LTD. (formerly Medigus Ltd.) (“XYLO”), on February 14, 2022, the Company received
| October 31, 2023 | Disposals | Net realized loss | July 31, 2024 | |||||||||||||
| XYLO – Shares | $ | $ | $ | ( | ) | $ | ||||||||||
| October 31, 2022 | Additions | Unrealized loss | October 31, 2023 | |||||||||||||
| XYLO – Shares | $ | $ | $ | ( | ) | $ | ||||||||||
| 4. | Related Party Transactions |
| a. | Compensation to key management personnel |
| (i) |
| Three months ended | Three months ended | Nine months ended | Nine months ended | |||||||||||||
| July 31, | July 31, | July 31, | July 31, | |||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Officers: | ||||||||||||||||
| Consulting fees | $ | $ | $ | $ | ||||||||||||
| Share based compensation | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Directors: | ||||||||||||||||
| Directors’ fees | $ | $ | $ | $ | ||||||||||||
| Share based compensation | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| (ii) |
| July 31, | October 31, | |||||||
| 2024 | 2023 | |||||||
| Amounts owed to officers | $ | $ | ||||||
| Amounts owed to directors | ||||||||
| $ | $ | |||||||
9
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in United States Dollars)
(Unaudited)
| 4. | Related Party Transactions (continued) |
| b. | On March 7, 2022, the Company signed an agreement with SciSparc Ltd (“SciSparc”), pursuant to which the Company and SciSparc agreed to cooperate in conducting a feasibility study using certain molecules developed by each party (the “Cooperation Agreement”). Certain of the Company’s officers and directors currently operate, manage or are engaged as officers and/or directors of SciSparc.
In June 2023, the Company entered into a research agreement with the Hebrew University of Jerusalem to evaluate SciSparc’s and the Company’s combination treatment for obesity and metabolic syndrome.
To date, the collaboration has resulted in the filing of nine patent applications. To the extent the parties determine to proceed to a commercial cooperation, they may enter into a joint venture by the parties share the economics and rights on a
For the three and nine months ended July 31, 2024, the Company incurred research and development expenses conducted within the framework of the Cooperation Agreement in the amount of $ |
| c. | On December 25, 2023, the Company entered into an agreement with SciSparc for the lease of office space in Tel Aviv, Israel, having a total area of approximately
On March 31, 2024, the Company and SciSparc agreed
to terminate the lease agreement prior to the initial term of the lease. As a result, the Company paid early termination fees of approximately
$
On June 13, 2024, the Company entered into an agreement with SciSparc for the lease of office space in Tel Aviv, Israel, having a total area of approximately |
10
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in United States Dollars)
(Unaudited)
| 5. | Derivative warrant liabilities |
| a. | On April 6, 2023, the Company issued |
On January 21, 2024, following the January
2024 Public Offering, which included the offering of common shares at a price lower than the exercise price of the April 2023 Warrants,
the exercise price of the April 2023 Warrants was reduced to $
During the period between November 29,
2023 and December 5, 2023,
During the period between March 8, 2024
and March 22, 2024,
On June 28, 2024,
| b. | On September 18, 2023, the Company issued |
On January 21, 2024, following the January
2024 Public Offering, which included the offering of common shares at a price lower than the exercise price of the September 2023 Warrants,
the exercise price of the September 2023 Warrants was reduced to $
During the period between November 29,
2023 and December 5, 2023,
During the period between February 23,
2024 and March 22, 2024,
On June 28, 2024,
11
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in United States Dollars)
(Unaudited)
| 5. | Derivative warrant liabilities (continued) |
| c. | On January 16, 2024, the Company issued
On February 23, 2024,
During the period between June 20, 2024 and July 16, 2024,
| |
| d. | During the three and nine months ended July 31, 2024, the Company recorded a loss on the revaluation of the total derivative warrant liabilities of $ |
| e. |
| July 31, 2024 | ||||
| Share Price | $ | |||
| Exercise Price | $ | |||
| Expected life | ||||
| Risk-free interest rate | ||||
| Dividend yield | ||||
| Expected volatility | ||||
| f. |
| Balance as of November 1, 2022 | $ | |||
| Issuance of April 2023 Warrants | ||||
| Issuance of September 2023 Warrants | ||||
| Exercise of warrants | ( | ) | ||
| Change in fair value of warrants | ||||
| Balance as of October 31, 2023 | $ | |||
| Issuance of January 2024 Warrants | ||||
| Exercise of warrants | ( | ) | ||
| Change in fair value of warrants | ||||
| Balance as of July 31, 2024 | $ |
12
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in United States Dollars)
(Unaudited)
| 6. | Share Capital |
| a. | The Company’s authorized share capital is unlimited common shares without par value share. On November 28, 2023, the Company effected a 1-for-30 share consolidation. All share amounts and instruments convertible into common shares prior to the date of the reverse share split have been retroactively restated for all periods presented. |
| b. | As of July 31, 2024, the number of common shares issued and outstanding was |
| c. | Share transactions during the nine months ended July 31, 2024: |
| (i) | On November 6, 2023, |
| (ii) | Between November 29, 2023 and December 5, 2023, April 2023
Warrants and September 2023 Warrants were exercised into |
| (iii) | On January 16, 2024, the Company completed a registered direct
offering and concurrent private placement of (i) |
| (iv) | On February 19, 2024, |
| (v) | During the period between February 23, 2024 and March 2, 2024,
April 2023 Warrants, September 2023 Warrants and January 2024 Warrants were exercised into |
| (vi) | On April 3, 2024, |
| (vii) | On May 9, 2024, |
| (viii) | On June 17, 2024, |
| (ix) | During the period between June 20, 2024 and July 16, 2024,
April 2023 Warrants, September 2023 Warrants and January 2024 Warrants were exercised into |
| (ix) | On July 4, 2024, |
| (xi) | During the period between July 4, 2024 and July 8, 2024, |
13
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in United States Dollars)
(Unaudited)
| 6. | Share Capital (continued) |
| d. | Share transactions during the nine months ended July 31, 2023: |
| (i) | On November 14, 2022, the Company completed an underwritten
public offering of |
In addition, the Company granted Aegis
Capital Corp. (“Aegis”), who acted as the underwriters for the deal, a 45-day option to purchase up to
Aegis received
| Risk-free interest rate | % | |||
| Expected life (in years) | ||||
| Expected volatility | % |
In connection with the offering, the Company’s common shares were approved for listing on the Nasdaq and began trading on the Nasdaq (in addition to the CSE) under the symbol “CMND” on November 15, 2022.
Following the public offering and pursuant
to the XYLO SPA, XYLO was entitled to receive
| (ii) | On January 16, 2023, |
On February 22, 2023,
| (iii) | On April 6, 2023, the Company completed an underwritten public offering of |
Net proceeds from the offering were $
| (iv) | On May 23, 2023, |
| (v) | On June 1, 2023, |
| (vi) | On July 10, 2023, |
14
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in United States Dollars)
(Unaudited)
| 7. | Warrants |
| Number of warrants | Historic weighted average exercise price per warrant shares | |||||||
| Balance, October 31, 2022 | ||||||||
| Issuance of underwriter warrants | ||||||||
| Issuance of April 2023 warrants (*) | ||||||||
| Issuance of September 2023 warrants (**) | ||||||||
| Issuance of XYLO warrants | ||||||||
| Expiration of warrants | ( | ) | ||||||
| Exercise of warrants | ( | ) | ||||||
| Balance, October 31, 2023 | $ | |||||||
| Number of shares to be issued from the exercise of these warrants | ||||||||
| Balance, October 31, 2023 | $ | |||||||
| Issuance of January 2024 warrants (Note 5c) | ||||||||
| Exercise of warrants | ( | ) | ||||||
| Expiration of warrants | ( | ) | ||||||
| Balance, July 31, 2024 | $ | |||||||
| Number of shares to be issued from the exercise of these warrants | ||||||||
| (*) |
| (**) |
| Number of warrants outstanding | Number of shares to be issued from the exercise of warrants (warrant shares) | Exercise price per warrant shares | Exercise price per warrant shares (USD) | Expiry date | ||||||||||||
| C$ | | $ | | |||||||||||||
| $ | $ | |||||||||||||||
| C$ | $ | |||||||||||||||
| $ | $ | |||||||||||||||
| $ | $ | |||||||||||||||
15
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in United States Dollars)
(Unaudited)
| 8. | Stock Options |
| (a) | On November 14, 2023, the shareholders of the Company approved the Omnibus Equity Incentive Plan, or the Omnibus Plan. Pursuant to the Omnibus Plan, the Company is authorized to grant options or restricted share units (“RSUs) to officers, directors, employees and consultants enabling them to acquire, together with” Options”, “Awards” or “Stock Options” as defined, up to |
The maximum number of common shares
reserved for issuance in any 12-month period to a related party consultant may not exceed
| (b) |
| Number of options | Weighted average exercise price (C$) | Weighted average exercise price (USD$) | ||||||||||
| Outstanding, October 31, 2022 | C$ | $ | ||||||||||
| Granted | ||||||||||||
| Outstanding, October 31, 2023 | C$ | $ | ||||||||||
| Expired | ( | ) | ||||||||||
| Outstanding, July 31, 2024 | C$ | $ | ||||||||||
| Exercisable, July 31, 2024 | C$ | $ | ||||||||||
16
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in United States Dollars)
(Unaudited)
| 8. | Stock Options (continued) |
| (c) |
| Outstanding | Exercisable | |||||||||||||||||||||||||
| Number of stock options | Weighted average remaining contractual life (years) | Weighted average exercise price (C$) | Weighted average exercise price (USD$) | Number of stock options | Weighted average exercise price (C$) | Weighted average exercise price (USD$) | ||||||||||||||||||||
| C$ | $ | C$ | $ | |||||||||||||||||||||||
| C$ | $ | C$ | $ | |||||||||||||||||||||||
| Nine months ended July 31, 2024 | Nine months ended July 31, 2023 | |||||||
| Risk-free interest rate | % | % | ||||||
| Expected life (in years) | ||||||||
| Expected volatility | % | % | ||||||
| d. | The portion of the total fair value of stock options expensed during the three and nine months ended July 31, 2024, were $ |
17
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in United States Dollars)
(Unaudited)
| 9. | Restricted Share Units |
| Number of RSUs | Weighted average issue price (C$) | Weighted average issue price (USD$) | ||||||||||
| Balance, October 31, 2022 | $ | $ | ||||||||||
| Granted | ||||||||||||
| Vested | ( | ) | ||||||||||
| Balance, October 31, 2023 | $ | $ | ||||||||||
| Granted (i) | ||||||||||||
| Vested | ( | ) | ||||||||||
| Balance, July 31, 2024 | $ | $ | ||||||||||
| (i) |
18
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in United States Dollars)
(Unaudited)
| 10. | Financial Instruments and Risk Management |
| a. |
| Fair Value Measurements Using | ||||||||||||||||
| Quoted prices in active markets for identical instruments (Level 1) | Significant other observable inputs (Level 2) | Significant unobservable inputs (Level 3) | Balance July 31, 2024 | |||||||||||||
| Derivative warrants liability | $ | $ | $ | $ | ||||||||||||
Assets and liabilities measured at fair value on a recurring basis were presented in the Company’s statement of financial position as of October 31, 2023, as follows:
| Fair Value Measurements Using | ||||||||||||||||
| Quoted prices in active markets for identical instruments (Level 1) | Significant other observable inputs (Level 2) | Significant unobservable inputs (Level 3) | Balance October 31, 2023 | |||||||||||||
| Short-term investment | $ | $ | $ | $ | ||||||||||||
| Derivative warrants liability | ||||||||||||||||
The fair value of other assets and liabilities, which include cash, amounts receivable, accounts payable and accrued liabilities, and amounts due to related parties, approximate their carrying values due to the relatively short-term maturity of these instruments.
| b. | Credit Risk |
Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. The carrying amount of financial assets represents the maximum credit exposure.
| c. | Foreign Exchange Rate Risk |
Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company is exposed to foreign currency risk to the extent that monetary assets and liabilities are denominated in a foreign currency. The Company’s subsidiary operates in Israel and has certain monetary financial instruments denominated in New Israeli Shekel and CAD. The Company has not entered into foreign exchange rate contracts to mitigate this risk.
19
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in United States Dollars)
(Unaudited)
| 10. | Financial Instruments and Risk Management (continued) |
| c. | Foreign Exchange Rate Risk (continued) |
The following table indicates the impact
of foreign currency exchange risk on net working capital as of July 31, 2024. The table below also provides a sensitivity analysis of
a
| Cash and cash equivalents | $ | |||
| Other receivables | ||||
| Accounts payable and accrued liabilities | ( | ) | ||
| Due to related parties | ( | ) | ||
| Total foreign currency financial assets and liabilities | $ | ( | ) | |
| Impact of a | $ | ( | ) |
| d. | Interest Rate Risk |
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to significant interest rate risk as it does not have any liabilities with variable rates.
| e. | Liquidity Risk |
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s objective to managing liquidity risk is to ensure that it has sufficient liquidity available to meet its liabilities when due. The Company relies on raising debt or equity financing in a timely manner.
| July 31, 2024 | Total | Within 1 year | Within 2-5 years | |||||||||
| Accounts payable and accrued liabilities | $ | $ | $ | |||||||||
| Due to related parties | ||||||||||||
| Lease liability | ||||||||||||
| $ | $ | $ | ||||||||||
| October 31, 2023 | Total | Within 1 year | Within 2-5 years | |||||||||
| Accounts payable and accrued liabilities | $ | $ | $ | |||||||||
| Due to related parties | ||||||||||||
| $ | $ | $ | ||||||||||
20
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in United States Dollars)
(Unaudited)
| 11. | Capital Management |
The Company manages its capital to maintain its ability to continue as a going concern and to provide returns to shareholders and benefits to other stakeholders. The capital structure of the Company consists of cash and equity comprised of issued share capital, RSU reserve, warrants reserve, and options reserve.
The Company manages its capital structure and makes adjustments to it in light of economic conditions. The Company, upon approval from its Board, will balance its overall capital structure through new share issuances or by undertaking other activities as deemed appropriate under the specific circumstances.
The Company is not subject to externally imposed capital requirements and the Company’s overall strategy with respect to capital risk management remains unchanged from the nine months ended July 31, 2024.
| 12. | Segmented Information |
As of July 31, 2024, the Company has one operating segment, being the research and development of novel psychedelic medicine, which takes place primarily in Israel.
| 13. | Commitments |
| a. | On January 15, 2024, the Company signed a long-term licensing
agreement with the research & development company of Bar-Ilan University (“BIRAD”), a leading Israeli research center.
The licensing agreement refers to the Company’s dedicated treatment for cocaine addiction which previously indicated a significant
decrease in cocaine craving. Under this agreement, the Company received a worldwide exclusive license and will pay BIRAD certain milestone
payments upon commerciality of the product and royalties of |
| b. | On March 19, 2024, the Company signed an exclusive patent
licensing agreement with Yissum research development company of the Hebrew University of Jerusalem. This agreement provides Clearmind
with exclusive global rights to further develop, manufacture, and commercialize innovative compounds invented by Professors Rami Yaka,
Ahmed Masaewa and Avi Priel from the Hebrew University. The Company will pay Yissum, royalties of |
| c. | On Marh 30, 2024, the Company signed an exclusive licensing
agreement with Yissum. Under the terms of the agreement, Clearmind receives exclusive worldwide rights to develop, research, manufacture,
market, and commercialize products derived from a patent-pending synthesis of psychedelic compounds, enriching the company’s innovative
portfolio in addiction and mental health treatments. The Company will pay Yissum royalties of |
| d. | Respect to the Company’s lease commitment, refer to Note 4c. |
| 14. | Subsequent Events |
On August 12, 2024, April 2023 Warrants and September 2023 Warrants
were exercised into
21
Exhibit 99.2
CLEARMIND MEDICINE INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the Three and Nine Months Ended July 31, 2024
(Expressed in United States Dollars)
CLEARMIND MEDICINE INC.
Management’s Discussion and Analysis
For the Three and Nine Months Ended July 31, 2024
This Management’s Discussion and Analysis (“MD&A”) of Clearmind Medicine Inc. (“Clearmind” or the “Company”), prepared as of September 15, 2024, should be read in conjunction with the unaudited condensed interim consolidated financial statements and the notes thereto for the three and nine months ended July 31, 2024 and the Company’s audited consolidated financial statements for the year ended October 31, 2023, all of which were prepared in accordance with International Financial Reporting Standards (“IFRS”). All amounts are expressed in United States dollars unless otherwise indicated.
Additional information about the Company is available on SEDAR at www.sedar.com.
Cautionary Statement Regarding Forward-Looking Information
This MD&A may contain “forward-looking statements” which reflect the Company’s current expectations regarding future results of operations, performance and achievements of the Company. The Company has tried, wherever possible, to identify these forward-looking statements by, among other things, using words such as “anticipate,” “believe,” “estimate,” “expect” and similar expressions. The statements reflect the current beliefs of the management of the Company, and are based on currently available information. Accordingly, these statements are subject to known and unknown risks, uncertainties and other factors, which could cause the actual results, performance, or achievements of the Company to differ materially from those expressed in, or implied by, these statements.
The Company undertakes no obligation to publicly update or review the forward-looking statements whether as a result of new information, future events or otherwise.
Historical results of operations and trends that may be inferred from the following discussions and analysis may not necessarily indicate future results from operations.
Description of Business and Company Overview
Corporate Information
The Company was incorporated on July 18, 2017, pursuant to the provisions of the Business Corporations Act (British Columbia). The Company’s principal executive offices are located at 101 – 1220 W. 6th Ave, Vancouver, BC V6H1A5 and its operational offices are located at 20 Rahul Wallenberg, Tel Aviv, Israel.
On November 14, 2022, the Company completed a listing on the Nasdaq Capital Market (“Nasdaq”). The Company trades under the symbol “CMND” on the Nasdaq and on the Frankfurt Stock Exchange, or FSE, under the symbol “CWY”. The Company was listed on the Canadian Securities Exchange (“CSE”) in Toronto until March 14, 2024. Following approval for a voluntary delisting, the Company no longer trades on the CSE but remains a reporting issuer in Canada.
On November 28, 2023, the Company effected a 1-for-30 reverse split of its issued and outstanding common shares, such that each thirty of the Company’s common shares, no par value, were consolidated into one common share, no par value.
On January 16, 2024, the Company completed a registered direct and private placement for aggregate gross proceeds of $2.40 million.
Company Overview
The Company is a clinical pharmaceutical company currently engaged in phase I/IIa clinical trials of novel psychedelic medicines to solve widespread, yet under-served, health problems. The Company’s goal is to develop and provide a new type of treatment for mental health disorders, including AUD, binge drinking and eating disorders, where there is significant unmet need and lack of innovation. The Company sees psychedelic therapies, which previously may have been overlooked or underused, as the future of treatment for a variety of indications. The Company believes that its solution for Alcohol misuse can help solve one of the world’s biggest health problems, which costs the United States alone roughly $250 billion each year.
The Company’s flagship treatment and focus for the short term is on AUD, which is incredibly common. It varies from mild to excessive and describes a person’s inability to restrict their alcohol consumption, despite negative social, occupational, or health consequences. Alcohol consumption contributes to 2.6 million deaths each year globally and is one of the leading preventable causes of death in the United States. Apart from potentially changing people’s lives, the Company believes that the Company’s treatment could potentially reduce the amount currently being spent on the consequences of AUD in the United States, Europe, India, China and other countries around the world. The Company also believes that its treatment may address binge drinking. 178,000 people die every year in the United States alone due to binge drinking.
The Company has also advanced its proprietary MEAI-based alcohol substitute beverage program by completing most of the pre-clinical studies required for a novel-food application submission according to novel foods and food additives legislation and regulations accepted in many jurisdictions worldwide and entering into a strategic agreement to source global manufacturers and distributors for its MEAI-based alcohol substitute beverages.
2
CLEARMIND MEDICINE INC.
Management’s Discussion and Analysis
For the Three and Nine Months Ended July 31, 2024
Significant developments during the period
On January 10, 2024, the Company announced that it completed a Type A meeting with the U.S. Food and Drug Administration (FDA) to discuss the Company’s clinical trial of its proprietary MEAI-based, CMND-100 compound, for the treatment of Alcohol Use Disorder treatment (AUD) using its novel psychedelic- based therapy.
On January 16, 2024, the Company completed the closing of the sale of Common Shares and Pre-Funded Warrants in a registered direct offering. In a concurrent private placement, the Company also agreed to sell to the same investors, Common Warrants. Aggregate gross proceeds to the Company from both transactions were approximately $2.4 million. The transactions consisted of the sale of an aggregate of 1,500,000 Common Units (or Pre-Funded Units), each consisting of one Common Share or Pre-Funded Warrant and one Common Warrant to purchase one Common Share per warrant at an exercise price of $1.60. The public offering price per Common Unit was $1.60 (or $1.5999 for each Pre-Funded Unit, which is equal to the public offering price per Common Unit sold in the offering minus an exercise price of $0.0001 per Pre-Funded Warrant). The Pre-Funded Warrants were immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded Unit sold in the offering, the number of Common Units in the offering decreased on a one-for-one basis. The Common Warrants will be exercisable immediately after registration and expire 60 months after the initial issuance date.
On February 1, 2024, the Company announced the signature of a long-term licensing agreement with BIRAD, the research and development company of Bar-Ilan University, a leading Israeli research center. The licensing agreement refers to the Company’s dedicated treatment for cocaine addiction which previously indicated a significant decrease in cocaine craving. Clearmind previously reported positive pre-clinical results for the treatment of cocaine addiction using MEAI, its novel psychedelic molecule. The pre-clinical trial was led by Professor Gal Yadid and his team from the Gonda Multidisciplinary Brain Research Center located at Bar-Ilan University (Ramat Gan, Israel), one of the most respected researchers and research institutions in the field of addiction.
3
CLEARMIND MEDICINE INC.
Management’s Discussion and Analysis
For the Three and Nine Months Ended July 31, 2024
On February 5, 2024, the Company announced that it has received patent approval for its psychedelic based treatment of binge behaviors in China by the China National Intellectual Property Administration. The granting of this latest patent establishes both the Company’s patent protection around its flagship molecule as well as its extensive IP protection in the psychedelic space.
On February 23, 2024, the Company announced that it has received approval from the Ministry of Health of Israel to commence its phase I/IIa clinical trial for alcohol use disorder (AUD) patients using the Company’s proprietary MEAI-based (5-methoxy-2-aminoindane) CMND-100 oral capsule. The clinical trial is a multinational, multi-center, single and multiple dose tolerability, safety and pharmacokinetic study of CMND-100 in healthy volunteers and AUD subjects. The Israeli study will be led by Prof. Mark Weiser, M.D., head of the Psychiatric Division at the Sheba Medical Center in the Tel Aviv suburb of Ramat Gan.
On March 13, 2024, the Company announced that it has received approval for a voluntary delisting of its common shares from the Canadian Securities Exchange (“CSE”). The delisting from the CSE does not affect the Company’s listing on the NASDAQ Capital Market (the “NASDAQ”). The common shares will continue to trade on the NASDAQ under the symbol CMND. The Company believes that the trading volume of its shares on the CSE no longer justified the expenses and administrative efforts required to maintain a dual listing. The Company also believes that the delisting from the CSE will create a central marketplace for its common shares on the NASDAQ, and ultimately benefit the long-term liquidity and shareholder value of the Company. Following delisting from the CSE, Clearmind’s shareholders can trade their common shares through their brokers on NASDAQ. As most brokers in Canada, including many discount and online brokers, have the ability to buy and sell securities listed on NASDAQ, Clearmind’s NASDAQ listing will continue to provide shareholders with the same accessibility to trade the Company’s common shares. Shareholders holding shares in Canadian brokerage accounts should contact their brokers to confirm how to trade Clearmind’s shares on the NASDAQ.
4
CLEARMIND MEDICINE INC.
Management’s Discussion and Analysis
For the Three and Nine Months Ended July 31, 2024
On April 17, 2024, the Company announced that it has signed an exclusive licensing agreement with Yissum Research Development Company of the Hebrew University of Jerusalem. This partnership marks a significant step in harnessing generation 3.0 psychedelic compounds, methods of their preparation, and uses thereof in the treatment of addiction and mental disorders. Under the terms of the agreement, Clearmind receives exclusive worldwide rights to develop, research, manufacture, market, and commercialize products derived from a patent-pending synthesis of psychedelic compounds, enriching the Company’s innovative portfolio in addiction and mental health treatments.
On May 7, 2024, the Company announced that it has signed an exclusive patent licensing agreement with Yissum Research Development Company of the Hebrew University of Jerusalem. This agreement provides Clearmind with exclusive global rights to further develop, manufacture, and commercialize innovative compounds invented by Professors Rami Yaka, Ahmed Masaewa and Avi Priel from the Hebrew University. These novel compounds are targeted at treating post-traumatic stress disorder (PTSD) and other mental health conditions. The global market for PTSD treatment, valued at $16.8 billion in 2023, is expected to reach $27.37 billion by 2033, according to Future Market Insights. Existing treatment options like SSRIs and SNRIs offer limited efficacy and are often accompanied by side effects including nausea, weight gain, sexual dysfunction, insomnia and increased anxiety. Under the terms of the agreement, Clearmind receives exclusive rights to develop, manufacture, and commercialize novel compounds for treating PTSD and other mental health disorders. Clearmind is responsible for the ongoing development and potential commercialization in line with regulatory guidelines. The agreement includes future milestone payments, royalties on future sales, and commitments to safeguard intellectual property rights.
On May 10, 2024, the Company announced that it has advanced in its proprietary MEAI-based alcohol substitute beverage program. The Company has completed most of the pre-clinical studies required for a novel-food application submission according to novel foods and food additives legislation and regulations accepted in many jurisdictions worldwide. Clearmind’s alcohol substitute was granted patents in the U.S., India and Europe. This project is being led by former Red Bull Canada and Juul Labs Canada executive, Nicholas Kadysh, serving as an Executive Special Advisor to the Company. According to a report by IWSR, the leader in global beverage alcohol data and insights, no- and low-alcohol consumption across the world’s leading 10 no/low markets, which account for approximately 70% of global no/low-alcohol volumes, grew by +5% in volume in 2023, and the market is now worth over $13 billion. The no/low alcohol category is forecast to grow at a volume CAGR of +6% between 2023 and 2027, led by no-alcohol at +7%, with low-alcohol expanding by +3% over the same timescale. In July 2024, the Company announced a strategic engagement to source global manufacturers and distributors for its MEAI-based alcohol substitute beverages.
On July 16, 2024, the Company announced that the FDA cleared the Company’s Investigational New Drug (IND) application for its proprietary MEAI-based CMND-100 oral capsule, allowing the Company to proceed with a Phase I/IIa clinical trial in the United States for treating patients with AUD. This announcement followed the Company announcement in February 2023 that it received approval from the Israeli Ministry of Health to commence the Phase I/IIa clinical trial in Israel for AUD. The Phase I/IIa clinical trial is a multinational, multi-center, single and multiple dose, tolerability, safety and pharmacokinetic trial of CMND-100 in healthy volunteers and AUD subjects. The Company has signed agreements to perform the Phase I/IIa clinical trial in leading universities in the United States, Yale School of Medicine’s and the Johns Hopkins University School of Medicine. The Israeli trial will be conducted at the IMCA in the Tel Aviv suburb of Ramat Gan. The primary endpoint of the Phase I/IIa clinical trial is to find the tolerable dose and characterize the safety and pharmacokinetics / pharmacodynamics of single and repeated doses of CMND-100 in healthy subjects and those with AUD. The secondary endpoint is to evaluate preliminary efficacy of CMND-100 in reduction of drinking patterns and cravings in individuals with moderate-to-severe AUD. Oral capsules will be administered and subjects treated by these oral capsules will report their drinking patterns and cravings for alcohol during the clinical trial.
5
CLEARMIND MEDICINE INC.
Management’s Discussion and Analysis
For the Three and Nine Months Ended July 31, 2024
Prior Use of Proceeds Disclosure
The table below describes the difference between the Company’s anticipated use of proceeds from public offerings completed since November 2022, as disclosed in previous news releases. The table shows the amounts actually spent for the period from November 1, 2022, through to July 31, 2024. The variances noted below do not have a material impact on the Company’s ability to achieve its business objectives and milestones. The table below does not include proceeds received from the exercise of warrants.
| Use of Available Funds | Disclosure Regarding Use of Proceeds (USD) | Spent through to July 31, 2024 (USD) | ||
| November 2022 public offering: | ||||
| To advance the formulation and clinical development efforts in our MEAI patented compounds (completed); | 1.5 million | 1.5 million | ||
| To complete the pre-IND enabling studies and IND submission (completed) | 1.0 million | 1.0 million | ||
| To complete planned Phase I/IIa studies | 3.5 million | 0.65 million | ||
| The remainder for working capital and general corporate purposes and possible in-licensing of intellectual property for new product candidates | 0.4 million | 0.4 million | ||
| April 2023 Public Offering | ||||
| General corporate purposes, which may include operating expenses, research and development, including clinical and pre-clinical testing of our product candidates, working capital, future acquisitions and general capital expenditures | 2.9 million | 2.9 million | ||
| September 2023 Public Offering | ||||
| For general corporate purposes, which may include operating expenses, research and development, including clinical and pre-clinical testing of its product candidates, working capital, future acquisitions and general capital expenditures. | 2.25 million | 0.53 million | ||
| January 2024 Public Offering | ||||
| For general corporate purposes and working capital. | 2.4 million | 0.6 million |
6
CLEARMIND MEDICINE INC.
Management’s Discussion and Analysis
For the Three and Nine Months Ended July 31, 2024
Selected Financial Information
The following financial data prepared in accordance with IFRS in United States dollars is presented for the three- and nine-month period ended July 31, 2024 and 2023.
| Three months ended | Nine months ended | |||||||||||||||
| July 31, | July 31, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Operating expenses | ||||||||||||||||
| General and administrative | $ | 1,125,365 | $ | 838,925 | $ | 3,262,427 | $ | 3,422,798 | ||||||||
| Research and development, net | 345,883 | 263,954 | 896,317 | 1,169,156 | ||||||||||||
| Total operating expenses | 1,471,248 | 1,102,879 | 4,158,744 | 4,591,954 | ||||||||||||
| Finance income (expenses) | ||||||||||||||||
| Changes in fair value of derivative warrant liabilities | (643,225 | ) | 482,331 | (83,080 | ) | 121,774 | ||||||||||
| Unrealized gain (loss) on short-term investment | – | (12,222 | ) | 415,826 | (70,971 | ) | ||||||||||
| Realized loss on short-term investment | – | – | (423,438 | ) | – | |||||||||||
| Foreign exchange gain (loss) | (5,380 | ) | 33,645 | (2,709 | ) | (61,711 | ) | |||||||||
| Other finance income, net | 85,024 | 17,307 | 179,555 | 41,288 | ||||||||||||
| Total finance income (expenses) | (563,581 | ) | 521,061 | 86,154 | 30,380 | |||||||||||
| Other income (expenses) | ||||||||||||||||
| Other expenses | (16,498 | ) | – | (16,498 | ) | – | ||||||||||
| Dividend received | – | – | – | 16,555 | ||||||||||||
| Total other income (expenses) | (16,498 | ) | – | (16,498 | ) | 16,555 | ||||||||||
| Loss before taxes | (2,051,327 | ) | (581,818 | ) | (4,089,088 | ) | (4,545,019 | ) | ||||||||
| Tax income (expenses) | (42,590 | ) | 6,631 | (280,846 | ) | (6,019 | ) | |||||||||
| Net Loss and Comprehensive loss | $ | (2,093,917 | ) | $ | (575,187 | ) | $ | (4,369,934 | ) | $ | (4,551,038 | ) | ||||
Three-month period ended July 31, 2024, compared to the three-month period ended July 31, 2023
Research Costs
Research costs are comprised primarily of (i) pre-clinical trials and (ii), regulatory professional and other expenses.
For the three-month period ended July 31, 2024, research costs amounted to $345,883 as compared to $263,954 for the three-month period ended July 31, 2023.
During the mentioned period, most of our R&D activity revolved around our upcoming clinical trial.
General and Administrative Expenses
For the three-month period ended July 31, 2024, general and administrative expenses amounted to $1,125,365 as compared to $838,925 for the three-month period ended July 31, 2023. The primary reason for the increase in 2024 is due to the increase in share based compensation, and to a lesser extent to an increase in professional fees.
Finance income (expenses)
For the three-month period ended July 31, 2024, financial expenses amounted to $(563,581) as compared to financial income of $521,061 for the three-month period ended July 31, 2023. The financial expenses during the three-month period ended July 31, 2024, consist of change in warrant liability of $(643,225), foreign exchange loss of $(5,380) and finance income, net of $85,024.
Loss for the period
The Company reported a loss for the three-month period ended July 31, 2024, of $2,093,917 as compared to a loss of $575,187 for the three-month period ended July 31, 2023.
7
CLEARMIND MEDICINE INC.
Management’s Discussion and Analysis
For the Three and Nine Months Ended July 31, 2024
Nine-month period ended July 31, 2024, compared to the nine-month period ended July 31, 2023
Research Costs
Research costs are comprised primarily of (i) pre-clinical trials and (ii), regulatory professional and other expenses.
For the nine-month period ended July 31, 2024, research costs amounted to $896,317 as compared to $1,169,156 for the nine-month period ended July 31, 2023.
During the mentioned period, most of our R&D activity revolved around our upcoming clinical trial. The decrease in activities compare to the prior period results from the large expenses incurred to complete our pre-clinical program.
General and Administrative Expenses
For the nine-month period ended July 31, 2024, general and administrative expenses amounted to $3,262,427 as compared to $3,422,798 for the nine-month period ended July 31, 2023. The primary reason for decrease in 2024 is due to decrease in amounts spent on investor relations compared to the prior period.
Finance income (expenses)
For the nine-month period ended July 31, 2024, financial income amounted to $86,154 as compared to financial income of $30,380 for the nine-month period ended July 31, 2023. The financial income during the nine-month period ended July 31, 2024, consist of change in warrant liability of $(83,080), foreign exchange loss of $(2,709), unrealized gain on short-term investment of $415,826, realized loss on short-term investment of $(423,438) and finance income, net of $179,555.
Loss for the period
The Company reported a loss for the nine-month period ended July 31, 2024, of $4,369,934 as compared to a loss of $4,551,038 for the nine-month period ended July 31, 2023.
Financial Summary of Quarterly Results
The following is a summary of the Company’s financial results for the eight most recently completed quarters.
| July 31, 2024 | April 30, 2024 | January 31, 2024 | October 31, 2023 | |||||||||||||
| Total revenues | $ | – | $ | – | $ | – | $ | – | ||||||||
| Net loss | (2,093,917 | ) | (908,217 | ) | (1,367,800 | ) | (4,069,799 | ) | ||||||||
| Net profit (loss) per share, basic and diluted | (0.59 | ) | (0.28 | ) | (0.90 | ) | 1.27 | |||||||||
| July 31, 2023 | April 30, 2023 | January 31, 2023 | October 31, 2022 | |||||||||||||
| Total revenues | $ | – | $ | – | $ | – | $ | – | ||||||||
| Net loss | (575,187 | ) | (2,076,382 | ) | (1,899,469 | ) | (1,554,176 | ) | ||||||||
| Net loss per share, basic and diluted | (2.43 | ) | (16.62 | ) | (24.80 | ) | (35.51 | ) | ||||||||
Factors causing significant variations in quarterly results are as follows:
| ● | The increase in loss for the quarter ended October 31, 2022, was primarily due to an increase in research and development expenditures. |
| ● | The increase in loss for the quarter ended January 31, 2023, was primarily due to an increase in general and administrative costs. |
| ● | The increase in loss for the quarter ended April 30, 2023, was primarily due to an increase in financial expenses relating to the change in fair value of the warrant liability of $360,557. |
| ● | The decrease in loss for the quarter ended July 31, 2023, was primarily due to a gain on the revaluation of the total warrant liability of $482,331. |
8
CLEARMIND MEDICINE INC.
Management’s Discussion and Analysis
For the Three and Nine Months Ended July 31, 2024
| ● | The increase in loss for the quarter ended October 31, 2023, was primarily due to a loss on the revaluation of the total warrant liability of $2,189,986. |
| ● | The decrease in loss for the quarter ended January 31, 2024, was primarily due to a gain on the revaluation of the total warrant liability of $155,143. |
| ● |
The decrease in loss for the quarter ended April 30, 2024, was primarily due to a gain on the revaluation of the total warrant liability of $405,002. |
| ● | The increase in loss for the quarter ended July 31, 2024, was primarily due to a loss on the revaluation of the total warrant liability of $643,225. |
Liquidity and Capital Resources
As of July 31, 2024, the Company had cash on hand of $7,679,648 and working capital of $3,319,891, compared to $5,427,739 and working capital of $824,760 as of October 31, 2023, respectively. During the nine-month period ended July 31, 2024, the Company’s overall position of cash increased by $2,251,909 from the year ended October 31, 2023. This increase in cash can be attributed to the following:
| ● |
The Company’s net cash used in operating activities during the nine-month period ended July 31, 2024, was $3,781,514 as compared to $5,548,304 for the nine-month period ended July 31, 2023. This decrease is mostly due to a decrease in expenditures on operating activities after adjusting for non-cash items, and changes in prepaid expenses, receivables, accounts payable and accrued liabilities and amounts due to/from related parties. |
| ● | Net cash generated from investing activities - being proceeds from the sale of a short-term investment- for the nine -month period ended July 31, 2024, was $112,303 as compared to $7,686 for the nine-month period ended July 31, 2023. |
| ● | Net cash provided from financing activities for the nine -month period ended July 31, 2024, was $5,931,173 as compared to $9,259,126 for the nine-month period ended July 31, 2023. Cash provided in 2024 was from the January 2024 Public Offering and from exercise of warrants. In 2023 the cash was provided from the November 2022 Public Offering and the April 2023 Public Offering. |
The Company anticipates that its cash and cash equivalents will provide sufficient liquidity for at least twelve months, however, the Company may have capital requirements in excess of its currently available resources in order to advance all it its programs. The actual amount of cash that the Company will need to operate is subject to many factors, including, but not limited to, the timing, design and conduct of clinical trials. The Company is dependent upon significant future financing to provide the cash necessary to execute its current operations, including the possible future commercialization of any of its drug candidates, subject to regulatory approval.
In the event the Company’s plans change, its assumptions change or prove inaccurate, or its capital resources in addition to projected cash flow, if any, prove to be insufficient to fund operations, the Company may be required to seek additional financing. There can be no assurance that the Company will have sufficient financing to meet its future capital requirements or that additional financing will be available on terms acceptable to the Company in the future.
Capital Management
The Company manages its capital to maintain its ability to continue as a going concern and to provide returns to shareholders and benefits to other stakeholders. The capital structure of the Company consists of cash and equity comprised of issued capital, shares issuable, warrants reserve and share-based payment reserve.
The Company manages its capital structure and makes adjustments to it in light of economic conditions. The Company, upon approval from its Board of Directors, will balance its overall capital structure through new share issuances or by undertaking other activities as deemed appropriate under the specific circumstances.
The Company is not subject to externally imposed capital requirements and the Company’s overall strategy with respect to capital risk management remains unchanged from the year ended October 31, 2023.
Off Balance Sheet Arrangements
There are no off-balance sheet arrangements to which the Company is committed.
9
CLEARMIND MEDICINE INC.
Management’s Discussion and Analysis
For the Three and Nine Months Ended July 31, 2024
Transactions With Related Parties
| a. | Compensation to key management personnel |
| (i) | The compensation to key management personnel for services they provide to the Company is as follows: |
| Three months ended | Three months ended | Nine months ended | Nine months ended | |||||||||||||
| July 31, | July 31, | July 31, | July 31, | |||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Officers: | ||||||||||||||||
| Consulting fees | $ | 86,792 | $ | 98,167 | $ | 335,066 | $ | 318,668 | ||||||||
| Share based compensation | 103,977 | 31,709 | 251,717 | 107,089 | ||||||||||||
| $ | 190,769 | $ | 129,876 | $ | 586,783 | $ | 425,757 | |||||||||
| Directors: | ||||||||||||||||
| Directors’ fees | $ | 58,538 | $ | 41,022 | $ | 184,063 | $ | 121,998 | ||||||||
| Share based compensation | 101,157 | 28,558 | 310,069 | 106,682 | ||||||||||||
| $ | 159,695 | $ | 69,580 | $ | 494,132 | $ | 228,680 | |||||||||
| (ii) | Balances with related parties |
| July 31, | October 31, | |||||||
| 2024 | 2023 | |||||||
| Amounts owed to officers | $ | 29,625 | $ | 29,666 | ||||
| Amounts owed to directors | 18,952 | 12,767 | ||||||
| $ | 48,577 | $ | 42,433 | |||||
| b. |
On March 7, 2022, the Company signed an agreement with SciSparc Ltd (“SciSparc”), pursuant to which the Company and SciSparc agreed to cooperate in conducting a feasibility study using certain molecules developed by each party (the “Cooperation Agreement”). Certain of the Company’s officers and directors currently operate, manage or are engaged as officers and/or directors of SciSparc.
In June 2023, the Company entered into a research agreement with the Hebrew University of Jerusalem to evaluate SciSparc’s and the Company’s combination treatment for obesity and metabolic syndrome.
To date, the collaboration has resulted in the filing of nine patent applications. To the extent the parties determine to proceed to a commercial cooperation, they may enter into a joint venture by the parties share the economics and rights on a 50%-50% basis. To date, no determination has been made to pursue the joint venture as the development of the project remains at a very early stage.
For the three and nine months ended July 31, 2024, the Company incurred research and development expenses conducted within the framework of the Cooperation Agreement in the amount of $4,080 and $26,888, respectively (three and nine months ended July 31, 2023- $126,661 and $126,661, respectively). As of July 31, 2024, $108,597 is owed to the Company by SciSparc (October 31, 2023- $136,002). |
| c. |
On December 25, 2023, the Company entered into an agreement with SciSparc for the lease of office space in Tel Aviv, Israel, having a total area of approximately 240 square meters. The Company occupies approximately 120 square meters of the space for its offices. The Company’s base rent was ILS 23,300 per month ($6,500) during the term of the lease. The lease liability was discounted using the Company’s estimated incremental borrowing rate of 10%.
On March 31, 2024, the Company and SciSparc agreed to terminate the lease agreement prior to the initial term of the lease. As a result, the Company paid early termination fees of approximately $13,000 and paid approximately $3,000 to a broker. The loss upon early termination related to this transaction was recorded as other expenses within the Condensed Interim Consolidated Statements of Operations and Comprehensive Loss.
On June 13, 2024, the Company entered into an agreement with SciSparc for the lease of office space in Tel Aviv, Israel, having a total area of approximately 386 square meters. The Company occupies approximately 193 square meters of the space for its offices. The rental period is from April 1, 2024 to March 31, 2026. The Company’s base rent was ILS 12,500 per month ($3,400) during the term of the lease. The lease liability was discounted using the Company’s estimated incremental borrowing rate of 10%. |
10
CLEARMIND MEDICINE INC.
Management’s Discussion and Analysis
For the Three and Nine Months Ended July 31, 2024
Financial Instruments and Risk Management
| (a) | Fair Values |
Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s statement of financial position as of July 31, 2024, as follows:
| Fair Value Measurements Using | ||||||||||||||||
| Quoted prices in active markets for identical instruments (Level 1) | Significant other observable inputs (Level 2) | Significant unobservable inputs (Level 3) | Balance July 31, 2024 | |||||||||||||
| Derivative warrants liability | $ | – | $ | – | $ | 4,314,223 | $ | 4,314,223 | ||||||||
Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s statement of financial position as of October 31, 2023, as follows:
| Fair Value Measurements Using | ||||||||||||||||
| Quoted prices in active markets for identical instruments (Level 1) | Significant other observable inputs (Level 2) | Significant unobservable inputs (Level 3) | Balance October 31, 2023 | |||||||||||||
| Short-term investment | $ | 86,112 | $ | – | $ | – | $ | 86,112 | ||||||||
| Derivative warrants liability | – | – | 4,310,379 | 4,310,379 | ||||||||||||
The fair values financial instruments, which include cash, amounts receivable, accounts payable and accrued liabilities, and amounts due to related parties, approximate their carrying values due to the relatively short-term maturity of these instruments.
| (b) | Credit Risk |
Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. The carrying amount of financial assets represents the maximum credit exposure.
| (c) | Foreign Exchange Rate Risk |
Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company is exposed to foreign currency risk to the extent that monetary assets and liabilities are denominated in a foreign currency. The Company’s subsidiary operates in Israel and has certain monetary financial instruments denominated in New Israeli Shekel and CAD. The Company has not entered into foreign exchange rate contracts to mitigate this risk.
The following table indicates the impact of foreign currency exchange risk on net working capital as at July 31, 2024. The table below also provides a sensitivity analysis of a 10% strengthening of the foreign currency against functional currencies identified which would have increased (decreased) the Company’s net loss by the amounts shown in the table below. A 10% weakening of the foreign currency against the functional currencies would have had the equal but opposite effect as of July 31, 2024.
| Cash and cash equivalents | $ | 75,440 | ||
| Other receivables | 62,380 | |||
| Accounts payable and accrued liabilities | (105,839 | ) | ||
| Due to related parties | (38,577 | ) | ||
| Total foreign currency financial assets and liabilities | $ | (6,596 | ) | |
| Impact of a 10% strengthening or weakening of foreign exchange rate | $ | (660 | ) |
11
CLEARMIND MEDICINE INC.
Management’s Discussion and Analysis
For the Three and Nine Months Ended July 31, 2024
| (d) | Interest Rate Risk |
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to significant interest rate risk as it does not have any liabilities with variable rates.
| (e) | Liquidity Risk |
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s objective to managing liquidity risk is to ensure that it has sufficient liquidity available to meet its liabilities when due. The Company relies on raising debt or equity financing in a timely manner.
The following amounts are the contractual maturities of financial liabilities as of July 31, 2024, and October 31, 2023:
| July 31, 2024 | Total | Within 1 year | Within 2-5 years | |||||||||
| Accounts payable and accrued liabilities | $ | 276,744 | $ | 276,744 | $ | – | ||||||
| Due to related parties | 48,577 | 48,577 | – | |||||||||
| Lease liability | 60,898 | 35,320 | 25,578 | |||||||||
| $ | 386,219 | $ | 360,641 | $ | 25,578 | |||||||
| October 31, 2023 | Total | Within 1 year | Within 2-5 years | |||||||||
| Accounts payable and accrued liabilities | $ | 617,004 | $ | 617,004 | $ | – | ||||||
| Due to related parties | 42,433 | 42,433 | – | |||||||||
| $ | 659,437 | $ | 659,437 | $ | – | |||||||
Accounting Standards Issued But Not Yet Effective
A number of new standards, and amendments to standards and interpretations, are not yet effective for the nine months ended July 31, 2024, and have not been early adopted in preparing these condensed interim consolidated financial statements. These new standards, and amendments to standards and interpretations are either not applicable or are not expected to have a significant impact on the Company’s condensed interim consolidated financial statements.
Significant Accounting Estimates and Judgments
The preparation of condensed interim consolidated financial statements in accordance with IFRS requires management to make judgments, estimates, and assumptions that affect the application of policies and reported amounts of assets, liabilities, income, and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
12
CLEARMIND MEDICINE INC.
Management’s Discussion and Analysis
For the Three and Nine Months Ended July 31, 2024
Significant Estimates
Share-based Compensation
Fair values are determined using the Black-Scholes option pricing model. Estimating fair value requires determining the most appropriate valuation model for a grant of equity instruments, which is dependent on the terms and conditions of the grant. Option-pricing models require the use of highly subjective estimates and assumptions including the expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value estimates and, therefore, existing models do not necessarily provide reliable measurement of the fair value of the Company’s stock options.
Warrant Liability
The Company analyses warrants issued to determine whether they meet the classification as liabilities or equity. Derivative warrant liabilities are adjusted to reflect fair value at each reporting period, with any increase or decrease in the fair value recorded in the results of operations. The Company uses a fair valuation specialist to estimate the value of these instruments using the binomial pricing model.
The key assumptions used in the models are the expected future volatility in the price of the Company’s shares, the expected life of the warrants, the risk-free interest rate and the probability of any future adjustment event.
Significant Judgments
The critical judgments that the Company’s management has made in the process of applying the Company’s accounting policies that have the most significant effect on the amounts recognized in the Company’s consolidated financial statements are as follows:
Going Concern
The application of the going concern assumption which requires management to take into account all available information about the future, which is at least but not limited to, 12 months from the year end of the reporting period. The Company is aware that material uncertainties related to events or conditions may cast significant doubt upon the Company’s ability to continue as a going concern.
Disclosure of Outstanding Share Data
Authorized share capital consists of unlimited number of common shares without par value.
As of July 31, 2024, and September 15, 2024, the Company had 3,979,243 and 4,056,335 common shares issued and outstanding, respectively.
As of July 31, 2024, and September 15, 2024, the Company had 5,521 stock options outstanding.
As of July 31, 2024, and September 15, 2024, the Company had 2,618,903 and 2,549,311 warrants outstanding, respectively.
As of July 31, 2024, and September 15, 2024, the Company had 171,570 and 164,070 RSU’s outstanding, respectively.
13
CLEARMIND MEDICINE INC.
Management’s Discussion and Analysis
For the Three and Nine Months Ended July 31, 2024
Risks and Uncertainties
The Company business, and investing in the Company’s securities, are subject to numerous risks, as more fully described in the section entitled “Risk Factors” beginning on page 9 and other risk factors contained in the Company’s Annual Information Form filed in SEDAR on December 1, 2022. If any of these risks actually occur, the Company’s business, financial condition or results of operations would likely be materially adversely affected. In each case, the trading price of the Company’s securities would likely decline, and investors may lose all or part of their investment. The following is a summary of some of the principal risks the Company faces:
| ● | The Company has incurred losses since its inception. The Company anticipated that it will incur significant losses for the foreseeable future, and the Company may never achieve or maintain profitability. |
| ● | The Company’s financial statements contain an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern. |
| ● | If the Company is unable to establish sales and marketing capabilities or enter into agreements to sell and market any product candidates, the Company may not be successful in commercializing those product candidates. |
| ● | If the Company is unable to maintain effective proprietary rights for the Company’s product candidates or any future product candidates, the Company may not be able to compete effectively in its markets. |
14