Clearmind Medicine Inc 6-K, filed Apr 30, 2026
Clearmind Medicine Inc. (CMND)
About this 6-K
Clearmind Medicine Inc filed this 6-K on April 30, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of: April 2026
Commission file number: 001-41557
CLEARMIND MEDICINE INC.
(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
CLA Amendment
As previously announced, on September 17, 2025, Clearmind Medicine Inc. (the “Company”) entered into securities purchase agreements (the “SPAs”) with investors (the “CLA Investors”) pursuant to which the Company shall issue and sell, from time to time, convertible promissory notes (the “Promissory Notes”) in the aggregate principal amount of up to $10,000,000 (the “Subscription Amount”).
On April 30, 2026 (the “Effective Date”), the Company and the CLA Investors entered into an amendment to the SPAs (the “Amendment”) to increase the Subscription Amount such that, as of the Effective Date, $10,000,000 of capacity remains available for future issuances of additional Promissory Notes. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of such document, which is attached hereto as Exhibit 10.1.
Board of Director Updates
On April 26, 2026, Mr. Amitay Weiss, the chairman of the Company’s board of directors (the “Board”), informed the Company of his intention to step down from the Board, effective immediately. Mr. Weiss’ resignation from the Board was not due to any disagreement with the Company, the Board or the Company’s management on any matter relating to the Company’s operations, policies, practices or otherwise.
In addition, on April 27, 2026, the Board appointed Ms. Hila Kiron-Revach as the chairperson of the Board and appointed Mr. Asaf Itzhaik to the Company’s compensation committee and nominating and corporate governance committee.
Following such appointments, the Company’s audit committee is comprised of Mr. Asaf Itzhaik, Ms. Hila Kiron-Revach and Mr. Yehonatan Shachar and is chaired by Mr. Asaf Itzhaik, the Company’s compensation committee is comprised of Mr. Oz Adler, Mr. Asaf Itzhaik and Mr. Yehonatan Shachar and is chaired by Mr. Oz Adler and the Company’s nominating and corporate governance committee is comprised of Mr. Yehonatan Shachar, Mr. Oz Adler and Mr. Asaf Itzhaik and is chaired by Mr. Yehonatan Shachar.
In addition, the Board has determined the following members of the Board to be “independent” in accordance with the listing rules of the Nasdaq Stock Market: Ms. Hila Kiron-Revach, Mr. Yehonatan Shachar and Mr. Asaf Itzhaik.
This Form 6-K incorporated by reference into the Registrant’s Registration Statements on Form F-3 (File Nos. 333-275991, 333-270859, 333-273293, 333-293521) and Form S-8 (File No. 333-283695), 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. | ||
| 10.1 | Form of Amendment to Securities Purchase Agreement, dated April 30, 2026 |
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. | ||
| (Registrant) | ||
| Date: April 30, 2026 | By: | /s/ Adi Zuloff-Shani |
| Name: | Adi Zuloff-Shani | |
| Title: | Chief Executive Officer | |
3
Exhibit 10.1
AMENDMENT TO SECURITIES PURCHASE AGREEMENT
This Amendment (this “Amendment”) is entered into as of April 30, 2026 (the “Effective Date”), by and between Clearmind Medicine Inc., a British Columbia corporation (the “Company”), and the accredited investors party hereto (each, a “Buyer”).
WHEREAS, on September 17, 2025, the Company entered into that certain Securities Purchase Agreement with the Buyers (as amended from time to time, the “SPA”), pursuant to which the Company may issue and sell convertible promissory notes (each, an “Additional Note”) in an aggregate principal amount of up to $10,000,000 (the “Subscription Amount”);
WHEREAS, the parties have substantially utilized the Subscription Amount under the SPA;
WHEREAS, the Company and the Buyers desire to amend the SPA to increase the Subscription Amount such that, as of the Effective Date, $10,000,000 of capacity remains available for future issuances of Additional Notes; and
WHEREAS, the parties wish to confirm the continued operation of the quarterly issuance mechanics set forth in Section 1(c) of the SPA.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Buyers agree as follows:
1. Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the SPA.
2. Amendment to Subscription Amount. Notwithstanding anything to the contrary in the SPA, the definition of “Subscription Amount” and any reference thereto in the SPA shall be amended such that the aggregate principal amount of Additional Notes that may be issued and sold pursuant to the SPA shall be an amount equal to (i) the aggregate principal amount of Additional Notes issued under the SPA prior to the Effective Date, plus (ii) $10,000,000.
3. Additional Closings; No Obligation. The parties acknowledge that, following the Effective Date, Additional Purchases shall continue to be governed by Section 1(c) of the SPA, including the limitation that the aggregate principal amount of Additional Notes issued in any Calendar Quarter shall not exceed $2,500,000, unless otherwise agreed in writing by the Company and the Buyers.
Nothing in this Amendment or the SPA shall obligate the Company to request any Additional Purchase or to utilize any portion of the remaining Subscription Amount, and there shall be no minimum commitment, minimum drawdown requirement, or penalty for non-utilization.
4. No Other Amendments. Except as expressly set forth herein, (a) all terms and conditions of the SPA remain in full force and effect, and (b) nothing herein shall be deemed to waive, limit, or modify any rights or obligations of any party under the SPA or any Additional Note.
5. Governing Law. This Amendment, and the rights and obligations of the parties hereunder, shall be governed by, and construed in accordance with, Section 8(a) of the SPA, which provision is hereby incorporated by reference mutatis mutandis as if fully set forth herein.
6. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement.
7. Further Assurances. Each party agrees to execute such further documents and take such further actions as may be reasonably necessary to effectuate the purposes of this Amendment.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
| CLEARMIND MEDICINE INC. | ||
| By: | ||
| Name: | ||
| Title: | ||
| [HOLDER NAME] | ||
| By: | ||
| Name: | ||
| Title: | ||