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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 September 2023
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
On September 14, 2023, Clearmind Medicine Inc. (the “Company) entered into a definitive placement agent agreement (the “Placement Agent Agreement”) with Aegis Capital Corp. (the “Placement Agent”) pursuant to which the Placement Agent acted as the Company’s placement agent in connection with the issuance and sale in a public offering on a reasonable best efforts basis (the “Offering”) of (i) 6,775,000 shares of the Company’s common stock, no par value (the “Shares”), (ii) 725,000 pre-funded warrants to purchase 725,000 Shares (the “Pre-Funded Warrants”), and (iii) 7,500,000 warrants to purchase 7,500,000 Shares (the “Common Warrants”), at a purchase price of $0.30 per Share and accompanying Common Warrant and $0.299 per Pre-Funded Warrant and accompanying Common Warrant.
The Pre-Funded Warrants will be immediately exercisable at an exercise price of $0.001 per Share and will not expire until exercised in full. The Common Warrants have an exercise price of $0.30 per Share, are immediately exercisable, and may be exercised until September 18, 2028. The Pre-Funded Warrants and the Common Warrants are issued in registered form under a warrant agent agreement (the “Warrant Agent Agreement”) between the Company and Computershare Limited (the “Warrant Agent”) and shall initially be represented only by one or more global warrants deposited with the Warrant Agent, as custodian on behalf of The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., a nominee of DTC, or as otherwise directed by DTC.
Pursuant to the Placement Agent Agreement, the Company agreed to pay the Placement Agent an aggregate cash fee equal to 8.0% of the gross proceeds received by the Company in the Offering and also agreed to reimburse the Placement Agent for certain of its offering-related expenses and pay the Placement Agent a non-accountable expense allowance not to exceed 1.0% of the aggregate gross proceeds raised in the Offering In addition, the Company agreed to abide by certain customary standstill restrictions for a period of sixty (60) days following the closing of the Offering. The Placement Agent Agreement contains representations, warranties, indemnification and other provisions customary for transactions of this nature.
The gross proceeds to the Company from the Offering are approximately $2.25 million before deducting estimated offering expenses payable by the Company. The Company expects to use the net proceeds from the offering, for 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. The Offering closed on September 18, 2023, following the satisfaction of customary closing conditions.
The Offering was made pursuant to a registration statement on Form F-1 (File No. 333-273293), previously filed by the Company with the Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on September 14, 2023.
The foregoing descriptions of the Placement Agent Agreement, the Pre-Funded Warrants, the Common Warrants and the Warrant Agent Agreement are not complete, and are qualified in their entireties by reference to the full text of such documents, copies of which are filed as exhibits to this Report on Form 6-K and are incorporated by reference herein.
Attached hereto and incorporated herein is the Registrant’s: (i) press release issued on September 14, 2023, titled “Clearmind Medicine Announces Pricing of US$2.25 Million Public Offering”; and (ii) press release issued on September 18, 2023, titled “Clearmind Medicine Closes US$2.25 Million Public Offering”.
This Form 6-K shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of the shares or warrants in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Warning Concerning Forward Looking Statements
This Report on Form 6-K contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward looking statements are based upon the Company’s present intent, beliefs or expectations, but forward looking statements are not guaranteed to occur and may not occur for various reasons, including some reasons which are beyond the Company’s control. For this reason, among others, you should not place undue reliance upon the Company’s forward looking statements. Except as required by law, the Company undertakes no obligation to revise or update any forward looking statements in order to reflect any event or circumstance that may arise after the date of this Current Report.
EXHIBIT INDEX
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 18, 2023 | By: | /s/ Adi Zuloff-Shani | |
| Name: | Adi Zuloff-Shani | ||
| Title: | Chief Executive Officer | ||
3
Exhibit 99.1
Clearmind Medicine Announces Pricing of US$2.25 Million Public Offering
Tel Aviv, Israel / Vancouver, Canada, Sept. 14, 2023 (GLOBE NEWSWIRE) -- Clearmind Medicine Inc. (NASDAQ: CMND) (CSE: CMND), (FSE: CWY) (“Clearmind”), a biotech company focused on the discovery and development of novel psychedelic-derived therapeutics to solve major under-treated health problems, today announced the pricing of its United States only public offering made on a reasonable best efforts basis with gross proceeds to the Company expected to be approximately US$2.25 million, before deducting placement agent fees and other expenses payable by the Company. The offering consists of 7,500,000 common shares and pre-funded warrants and 7,500,000 common warrants. The common warrants are immediately exercisable, will expire five years from the date of issuance and will have an exercise price of US$ 0.30 per common share. Each common share (or pre-funded warrant in lieu thereof) is being sold together with one common warrant at a combined purchase price of US$0.30 per share (or US$0.299 per pre-funded warrant after reducing US$0.001 attributable to the exercise price of the pre-funded warrants) but will be issued separately. The common warrants and pre-funded warrants will not be listed on any exchange.
The offering is expected to close on September 18, 2023, subject to the satisfaction of customary closing conditions.
The Company expects to use the net proceeds from the offering, for 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.
The offering is not being made in Canada and residents of Canada may not purchase any securities being offered in the offering.
Aegis Capital Corp. is acting as exclusive placement agent for the offering.
A registration statement on Form F-1 (File No. 333-273293) relating to the offering of the securities was filed with the U.S. Securities and Exchange Commission (SEC) and declared effective by the SEC on September 14, 2023. The offering is being made only by means of a prospectus. A final prospectus describing the terms of the proposed transaction may be obtained, when available, on the SEC's website, www.sec.gov or by contacting Aegis Capital Corp., 1345 Avenue of the Americas, 27th Floor, New York, NY 10105, by telephone at (212) 813-1010 or by email at syndicate@aegiscap.com. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Clearmind Medicine Inc.
Clearmind is a psychedelic pharmaceutical biotech company focused on the discovery and development of novel psychedelic-derived therapeutics to solve widespread and underserved health problems, including alcohol use disorder. Its primary objective is to research and develop psychedelic-based compounds and attempt to commercialize them as regulated medicines, foods or supplements.
The Company’s intellectual portfolio currently consists of fourteen patent families. The Company intends to seek additional patents for its compounds whenever warranted and will remain opportunistic regarding the acquisition of additional intellectual property to build its portfolio.
Shares of Clearmind are listed for trading on Nasdaq and the Canadian Securities Exchange under the symbol "CMND" and the Frankfurt Stock Exchange under the symbol “CWY.”
For further information visit: https://www.clearmindmedicine.com or contact:
Investor Relations
invest@clearmindmedicine.com
Telephone: (604) 260-1566
US: CMND@crescendo-ir.com
General Inquiries
Info@Clearmindmedicine.com
www.Clearmindmedicine.com
FORWARD-LOOKING STATEMENTS:
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act and other securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. Forward-looking statements are not historical facts, and are based upon management’s current expectations, beliefs and projections, many of which, by their nature, are inherently uncertain. Such expectations, beliefs and projections are expressed in good faith. However, there can be no assurance that management’s expectations, beliefs and projections will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. In addition, we cannot assure that any patent will issue as a result of a pending patent application or, if issued, whether it will issue in a form that will be advantageous to us. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements. For a more detailed description of the risks and uncertainties affecting the Company, reference is made to the Company’s reports filed from time to time with the Securities and Exchange Commission (“SEC”), including, but not limited to, the risks detailed in the Company’s annual report on Form 20-F filed with the SEC on February 6, 2023 and the Company's preliminary prospectus (Registration No. 333-273293), filed with the SEC on September 13, 2023. Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Clearmind is not responsible for the contents of third-party websites.
Exhibit 99.2
Clearmind Medicine Closes US$2.25 Million Public Offering
Tel Aviv, Israel / Vancouver, Canada, Sept. 18, 2023 (GLOBE NEWSWIRE) -- Clearmind Medicine Inc. (NASDAQ: CMND) (CSE: CMND), (FSE: CWY) (“Clearmind”), a biotech company focused on the discovery and development of novel psychedelic-derived therapeutics to solve major under-treated health problems, today announced the closing of its United States only public offering made on a reasonable best efforts basis with gross proceeds to the Company of approximately US$2.25 million, before deducting placement agent fees and other expenses payable by the Company. The offering consisted of 7,500,000 common shares and pre-funded warrants and 7,500,000 common warrants. The common warrants are immediately exercisable, will expire five years from the date of issuance and will have an exercise price of US$0.30 (CAD$0.40) per common share. Each common share (or pre-funded warrant in lieu thereof) was sold together with one common warrant at a combined purchase price of US$0.30 (CAD$0.40) per share (or US$0.299 (CAD$0.399) per pre-funded warrant after reducing US$0.001 (CAD$0.001) attributable to the exercise price of the pre-funded warrants) but were issued separately. The common warrants and pre-funded warrants are not listed on any exchange.
The Company expects to use the net proceeds from the 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.
The offering was not made in Canada and residents of Canada did not purchase any securities in the offering.
Aegis Capital Corp. acted as exclusive placement agent for the offering.
A registration statement on Form F-1 (File No. 333-273293) relating to the offering of the securities was filed with the U.S. Securities and Exchange Commission (SEC) and declared effective by the SEC on September 14, 2023. The offering was made only by means of a prospectus. A final prospectus describing the terms of the proposed transaction is available, on the SEC’s website, www.sec.gov or by contacting Aegis Capital Corp., 1345 Avenue of the Americas, 27th Floor, New York, NY 10105, by telephone at (212) 813-1010 or by email at syndicate@aegiscap.com. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Clearmind Medicine Inc.
Clearmind is a psychedelic pharmaceutical biotech company focused on the discovery and development of novel psychedelic-derived therapeutics to solve widespread and underserved health problems, including alcohol use disorder. Its primary objective is to research and develop psychedelic-based compounds and attempt to commercialize them as regulated medicines, foods or supplements.
The Company’s intellectual portfolio currently consists of fourteen patent families. The Company intends to seek additional patents for its compounds whenever warranted and will remain opportunistic regarding the acquisition of additional intellectual property to build its portfolio.
Shares of Clearmind are listed for trading on Nasdaq and the Canadian Securities Exchange under the symbol “CMND” and the Frankfurt Stock Exchange under the symbol “CWY.”
For further information visit: https://www.clearmindmedicine.com or contact:
Investor Relations
invest@clearmindmedicine.com
Telephone: (604) 260-1566
US: CMND@crescendo-ir.com
General Inquiries
Info@Clearmindmedicine.com
www.Clearmindmedicine.com
FORWARD-LOOKING STATEMENTS:
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act and other securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. Forward-looking statements are not historical facts, and are based upon management’s current expectations, beliefs and projections, many of which, by their nature, are inherently uncertain. Such expectations, beliefs and projections are expressed in good faith. However, there can be no assurance that management’s expectations, beliefs and projections will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. In addition, we cannot assure that any patent will issue as a result of a pending patent application or, if issued, whether it will issue in a form that will be advantageous to us. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements. For a more detailed description of the risks and uncertainties affecting the Company, reference is made to the Company’s reports filed from time to time with the Securities and Exchange Commission (“SEC”), including, but not limited to, the risks detailed in the Company’s annual report on Form 20-F filed with the SEC on February 6, 2023 and the Company’s preliminary prospectus (Registration No. 333-273293), filed with the SEC on September 13, 2023. Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Clearmind is not responsible for the contents of third-party websites.