Clearmind Medicine Inc 6-K, filed Feb 17, 2026
Clearmind Medicine Inc. (CMND)
About this 6-K
Clearmind Medicine Inc filed this 6-K on February 17, 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: February 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
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, and on February 4, 2026, the Company announced that it had delivered a notice to the CLA Investors pursuant to which the Company shall issue and sell Promissory Notes to the CLA Investors in the aggregate principal amount of $2,500,000 for an aggregate purchase price payable in cash equal to 90% of the principal amount, or $2,250,000.
The issuance and sale of the additional Promissory Notes was to occur in two tranches. The closing of the first tranche, in the aggregate principal amount of $600,000 for an aggregate purchase price payable in cash equal to 90% of the principal amount, or $540,000, occurred on February 4, 2026. The closing of the second tranche, in the aggregate principal amount of $1,900,000 for an aggregate purchase price payable in cash equal to 90% of the principal amount, or $1,710,000, was to occur promptly following the filing by the Company with the U.S. Securities and Exchange Commission of a registration statement covering the resale of the common shares issuable upon conversion of the Promissory Notes issued in the first and second tranche.
The Company is announcing that, in light of its current capital requirements and liquidity position, it is reducing the aggregate principal amount of the second tranche to $600,000 for an aggregate purchase price payable in cash equal to 90% of the principal amount, or $540,000. All other terms of the second tranche of such additional Promissory Notes remain unchanged.
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, and 333-290404) 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.
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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: February 17, 2026 | By: | /s/ Adi Zuloff-Shani |
| Name: | Adi Zuloff-Shani | |
| Title: | Chief Executive Officer | |
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