エドガーで原本を確認する
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 2025
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 11, 2025, Clearmind Medicine Inc. 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, 2025, 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) 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and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
| Exhibit No. | ||
| 99.1 | Condensed Interim Consolidated Financial Statements for the three and nine months ended July 31, 2025. | |
| 99.2 | Management’s Discussion and Analysis for the for the three and nine months ended July 31, 2025. | |
| 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). |
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 11, 2025 | 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, 2025
(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, | |||||||
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 3,495,338 | $ | 6,573,813 | ||||
| Other receivables | 36,944 | 49,038 | ||||||
| Short-term investments (Note 3) | 1,084 | 289,388 | ||||||
| Prepaid expenses | 114,684 | 44,161 | ||||||
| Related parties (Note 4b) | 174,043 | 131,839 | ||||||
| Total current assets | 3,822,093 | 7,088,239 | ||||||
| Non-current assets | ||||||||
| Intangible assets | 100,133 | 108,326 | ||||||
| Restricted cash | 20,668 | 7,186 | ||||||
| Right-of-use asset (Note 4c) | 26,652 | 51,663 | ||||||
| Total non-current assets | 147,453 | 167,175 | ||||||
| Total assets | $ | 3,969,546 | $ | 7,255,414 | ||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | 646,919 | $ | 526,056 | ||||
| Due to related parties (Note 4a) | 49,820 | 48,962 | ||||||
| Derivative warrant liabilities (Note 5, 7) | 2,178,700 | 3,519,702 | ||||||
| Short-term portion of lease liabilities (Note 4c) | 28,439 | 36,726 | ||||||
| Total current liabilities | 2,903,878 | 4,131,446 | ||||||
| Non- current liabilities | ||||||||
| Long-term lease liabilities (Note 4c) | 16,416 | |||||||
| Total non- current liabilities | 16,416 | |||||||
| Total liabilities | $ | 2,903,878 | $ | 4,147,862 | ||||
| Shareholders’ equity | ||||||||
| Share capital and share premium (Note 6) | 25,570,099 | 24,168,256 | ||||||
| Warrants (Note 7) | 459,341 | 459,341 | ||||||
| Share-based payment reserve (Notes 8, 9) | 2,249,360 | 2,523,946 | ||||||
| Accumulated other comprehensive loss | (21,250 | ) | (21,250 | ) | ||||
| Accumulated deficit | (27,191,882 | ) | (24,022,741 | ) | ||||
| Total shareholders’ equity | 1,065,668 | 3,107,552 | ||||||
| Total liabilities and shareholders’ equity | $ | 3,969,546 | $ | 7,255,414 | ||||
Approved and authorized for issuance on behalf of the Board of Directors on September 11, 2025:
| /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)
F-
CLEARMIND MEDICINE INC.
Condensed Interim Consolidated Statements of Operations and Comprehensive Loss
For the three and nine months ended July 31, 2025 and 2024
(Expressed in United States Dollars)
(Unaudited)
| Three months ended | Nine months ended | |||||||||||||||
| July 31, | July 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Operating expenses | ||||||||||||||||
| General and administrative | $ | 684,716 | $ | 1,125,365 | $ | 2,574,576 | $ | 3,262,427 | ||||||||
| Research and development, net | 723,048 | 345,883 | 1,636,343 | 896,317 | ||||||||||||
| Total operating expenses | 1,407,764 | 1,471,248 | 4,210,919 | 4,158,744 | ||||||||||||
| Finance income (expenses) | ||||||||||||||||
| Changes in fair value of derivative warrant liabilities (Note 5) | 139,563 | (643,225 | ) | 1,319,081 | (83,080 | ) | ||||||||||
| Changes in fair value of short-term investments (Note 3) | (63,602 | ) | (292,390 | ) | (7,612 | ) | ||||||||||
| Foreign exchange gain (loss) | 3,068 | (5,380 | ) | 864 | (2,709 | ) | ||||||||||
| Other finance expenses | (9,192 | ) | (61,408 | ) | (25,775 | ) | (30,379 | ) | ||||||||
| Interest income on deposits | 32,593 | 146,432 | 108,249 | 209,934 | ||||||||||||
| Other expenses | (16,498 | ) | (16,498 | ) | ||||||||||||
| Total finance income (expenses) | 102,430 | (580,079 | ) | 1,110,029 | 69,656 | |||||||||||
| Loss before taxes | (1,305,334 | ) | (2,051,327 | ) | (3,100,890 | ) | (4,089,088 | ) | ||||||||
| Tax expenses | (8,258 | ) | (42,590 | ) | (68,251 | ) | (280,846 | ) | ||||||||
| Net Loss and Comprehensive loss | $ | (1,313,592 | ) | $ | (2,093,917 | ) | $ | (3,169,141 | ) | $ | (4,369,934 | ) | ||||
| Loss per share, basic and diluted | $ | (0.25 | ) | $ | (0.59 | ) | $ | (0.64 | ) | $ | (1.58 | ) | ||||
| Weighted average number of shares for the purposes of basic and diluted loss per share | 5,342,211 | 3,559,860 | 4,954,577 | 2,773,384 | ||||||||||||
(The accompanying notes are an integral part of these condensed interim consolidated financial statements)
F-
CLEARMIND MEDICINE INC.
Condensed Interim Statements of Changes in Shareholders’ Equity
For the three and nine months ended July 31, 2025 and 2024
(Expressed in United States Dollars)
(Unaudited)
| Share capital and share premium |
Share-based | Accumulated other |
Total | |||||||||||||||||||||||||
| Number of shares |
Amount | Warrants | payment reserve |
comprehensive income |
Accumulated deficit |
shareholders’ equity |
||||||||||||||||||||||
| Balance, October 31, 2024 | 4,265,186 | $ | 24,168,256 | $ | 459,341 | $ | 2,523,946 | $ | (21,250 | ) | $ | (24,022,741 | ) | $ | 3,107,552 | |||||||||||||
| Net loss for the period | – | – | – | – | – | (3,169,141 | ) | (3,169,141 | ) | |||||||||||||||||||
| Exercise of warrants (Note 6c(ii)) | 310,388 | 437,007 | 437,007 | |||||||||||||||||||||||||
| Issuance of common shares upon vesting of restricted share units (Note 6c(i)) | 803,867 | 964,836 | (964,836 | ) | ||||||||||||||||||||||||
| Share-based compensation (Notes 8, 9) | – | 690,250 | 690,250 | |||||||||||||||||||||||||
| Balance, July 31, 2025 | 5,379,441 | $ | 25,570,099 | $ | 459,341 | $ | 2,249,360 | $ | (21,250 | ) | $ | (27,191,882 | ) | $ | 1,065,668 | |||||||||||||
| Balance, October 31, 2023 | 607,337 | $ | 17,131,223 | $ | 459,341 | $ | 2,182,221 | $ | (21,250 | ) | $ | (18,768,063 | ) | $ | 983,472 | |||||||||||||
| Net loss for the period | – | – | – | – | – | (4,369,934 | ) | (4,369,934 | ) | |||||||||||||||||||
| Issuance of common shares, pre-funded warrants and warrants |
1,500,000 | 1,459,815 | 1,459,815 | |||||||||||||||||||||||||
| Exercise of warrants | 1,500,274 | 4,594,808 | 4,594,808 | |||||||||||||||||||||||||
| Common shares for services | 306,838 | 511,190 | (511,190 | ) | ||||||||||||||||||||||||
| Share-based compensation | 64,794 | 103,699 | 701,062 | 804,761 | ||||||||||||||||||||||||
| Balance, July 31, 2024 | 3,979,243 | $ | 23,800,735 | $ | 459,341 | $ | 2,372,093 | $ | (21,250 | ) | $ | (23,137,997 | ) | $ | 3,472,922 | |||||||||||||
(The accompanying notes are an integral part of these condensed interim consolidated financial statements)
F-
CLEARMIND MEDICINE INC.
Condensed Interim Consolidated Statements of Cash Flows
For the three and nine months ended July 31, 2025 and 2024
(Expressed in United States Dollars)
(Unaudited)
| Nine months ended July 31, |
||||||||
| 2025 | 2024 | |||||||
| Operating activities | ||||||||
| Net loss for the period | $ | (3,169,141 | ) | $ | (4,369,934 | ) | ||
| Adjustments for: | ||||||||
| Amortization of intangible assets | 8,193 | 8,223 | ||||||
| Amortization of right-of-use asset | 28,338 | 29,965 | ||||||
| Interest on lease liability | 3,204 | 3,924 | ||||||
| Exchange rate differences | (1,205 | ) | 2,288 | |||||
| Issuance costs allocated to derivative warrant liabilities | 115,046 | |||||||
| Depreciation of property and equipment | 1,372 | |||||||
| Changes in fair value of derivative warrant liabilities | (1,319,081 | ) | 83,080 | |||||
| Share-based compensation | 690,250 | 701,374 | ||||||
| Changes in fair value of short-term investments | 292,390 | 7,612 | ||||||
| Tax expenses | 68,251 | 39,759 | ||||||
| Changes in working capital: | ||||||||
| Decrease in other receivables | 15,323 | 54,820 | ||||||
| Increase in prepaid expenses | (70,527 | ) | (83,380 | ) | ||||
| Increase (decrease) in accounts payable and accrued liabilities | 47,756 | (382,275 | ) | |||||
| Increase (decrease) in amounts due to / from related parties | (42,422 | ) | 6,612 | |||||
| Net cash used in operating activities | (3,448,671 | ) | (3,781,514 | ) | ||||
| Investing activities | ||||||||
| Proceeds from sale of short-term investment (Note 3) | 195,914 | 78,500 | ||||||
| Acquisition of short-term investment (Note 3) | (200,000 | ) | ||||||
| Changes in restricted cash | (13,498 | ) | 33,803 | |||||
| Net cash provided by (used in) investing activities | (17,584 | ) | 112,303 | |||||
| Financing activities | ||||||||
| Proceeds from issuance of common shares and warrants, net of issuance costs | 1,824,773 | |||||||
| Proceeds received from issuance of shares | 103,387 | |||||||
| Proceeds received from exercise of warrants (Note 6c (ii)) | 415,086 | 4,035,568 | ||||||
| Repayment of lease liabilities | (31,384 | ) | (32,555 | ) | ||||
| Net cash provided by financing activities | 383,702 | 5,931,173 | ||||||
| Effect of foreign exchange rate changes on cash and cash equivalents | 4,078 | (10,053 | ) | |||||
| Net increase (decrease) in cash and cash equivalents | (3,078,475 | ) | 2,251,909 | |||||
| Cash and cash equivalents at beginning of period | 6,573,813 | 5,427,739 | ||||||
| Cash and cash equivalents at end of period | $ | 3,495,338 | $ | 7,679,648 | ||||
| Supplementary disclosure of cash flow information: | ||||||||
| Cash received as interest | $ | 108,536 | $ | 210,090 | ||||
| Cash paid for taxes | 213,727 | 269,007 | ||||||
| Non-cash financing and investing activities | ||||||||
| Right of use assets obtained in exchange for lease liabilities | $ | $ | 181,779 | |||||
| Early termination of office lease | (88,562 | ) | ||||||
F-
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(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 July 18, 2017. The Company is a clinical stage pharmaceutical company currently engaged in phase I/IIa clinical trials of novel psychedelic medicines that have been developed to solve widespread, yet under-served, health problems. The Company’s head office is located at Suite 101 -1220 West 6th Avenue, Vancouver, BC, V6H 1A5. The Company’s wholly-owned Israeli subsidiary (Clearmindmed Ltd.) functions as the research and development arm of the Company. |
The Company trades under the symbol “CMND” on the Nasdaq Capital Market and on the Frankfurt Stock Exchange 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.
| 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, 2025, the Company has not generated any revenues and has negative cash flows from operations of $3,448,671. As of July 31, 2025, the Company has an accumulated deficit of $27,191,882. The continued operations of the Company are dependent on its ability to generate future cash flows or obtain additional financing through debt or equity. Management is of the opinion that sufficient working capital will be obtained from external financing sources to meet the Company’s liabilities and commitments as they become due, although there is a risk that additional financing will not be available on a timely basis or on terms acceptable to the Company. These factors raise substantial doubt on the Company’s ability to continue as a going concern. These condensed interim consolidated financial statements do not reflect any adjustments that may be necessary if the Company is unable to continue as a going concern.
| c. | Reverse share split |
On November 28, 2023, the Company’s Board of Directors (the “Board”) approved a 1-for-30 reverse split of its issued and outstanding common shares, effective as of November 28, 2023, pursuant to which holders of the Company’s common shares received 0.0333 of a common share for every one common share.
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. | In October 2023, Israel was attacked by the Hamas terrorist organization and entered a state of war on several fronts. In June 2025, following continued nuclear threats and intelligence assessments indicating imminent attacks, Israel launched a preemptive strike targeting military and nuclear infrastructure inside Iran, aiming to disrupt Iran’s ability to coordinate or escalate hostilities and degrade its nuclear capabilities. Iran responded with multiple waves of drones and ballistic missiles targeting Israeli cities. While most were intercepted, some caused civilian casualties and infrastructure damage. The Israeli military conducted further operations against Iranian assets. After 12 days of hostilities, a ceasefire between Israel and Iran was reached in June 2025. However, the situation remains volatile, and the risk of broader regional escalation involving additional actors persists. As of the date of these consolidated financial statements, conflict continues in parts of the region. 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 security situation in Israel may impact the Company’s financial condition, results of operations, or liquidity is uncertain, and as of the date of issuance of these condensed interim 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, 2025. |
F-
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(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 wholly-owned subsidiaries, Clearmindmed Ltd. and Clearmind Labs Corp. (inactive). All inter-company balances and transactions have been eliminated on consolidation.
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, 2024 and the notes thereto (the “2024 Annual Report”).
The condensed interim consolidated financial statements have been prepared on the same basis as the 2024 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, 2025 are not necessarily indicative of the results for the year ending October 31, 2025, or for any future period.
As of July 31, 2025, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2024 Annual Report.
F-
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(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
Derivative Warrant Liabilities and Assets
The Company analyses warrants issued to determine whether they meet the classification as liabilities or equity. Derivative warrant liabilities and assets 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 Black and Scholes and 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.
F-
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Expressed in United States Dollars)
(Unaudited)
| 3. | Short-term Investments |
| October 31, 2024 |
Additions | Disposals | Changes in fair value |
July 31, 2025 |
||||||||||||||||
| Polyrizon Ltd. (1) | $ | 289,388 | $ | 200,000 | $ | (195,914 | ) | $ | (292,390 | ) | $ | 1,084 | ||||||||
| $ | 289,388 | $ | 200,000 | $ | (195,914 | ) | $ | (292,390 | ) | $ | 1,084 | |||||||||
| October 31, 2023 |
Additions | Disposals | Changes in fair value |
October 31, 2024 |
||||||||||||||||
| Polyrizon Ltd. – shares and warrants (1) | $ | $ | 350,400 | $ | $ | (61,012 | ) | $ | 289,388 | |||||||||||
| Xylo Technologies Ltd. – shares | 86,112 | (78,500 | ) | (7,612 | ) | |||||||||||||||
| $ | 86,112 | $ | 350,400 | $ | (78,500 | ) | $ | (68,624 | ) | $ | 289,388 | |||||||||
| (1) | On October 30, 2024, the Company subscribed for 320 shares and 960 warrants (“October 2024 Polyrizon Warrants”) of Polyrizon Ltd. (“Polyrizon”) in Polyrizon’s initial public offering on the Nasdaq at a cost of $350,400. Each October 2024 Polyrizon Warrant can be exercised into one ordinary share of Polyrizon at an exercise price of $1,095.00 per share, subject to certain adjustments, include a cashless exercise mechanism. The Polyrizon Warrants expire on October 29, 2029.
During November 2024, the Company sold all the shares of Polyrizon that it received in Polyrizon’s initial ublic offering for total proceeds of $82,960.
On March 31, 2025, the Company subscribed for 866 shares of Polyrizon, 800 pre funded warrants to purchase shares of Polyrizon (“Polyrizon Pre-Funded Warrants”) and 1,666 warrants to purchase shares of Polyrizon (“March 2025 Polyrizon Warrants”) at an aggregate cost of $200,000 in a private placement (the “Polyrizon Private Placement”). In connection with the Polyrizon Private Placement, the Company exchanged the October 2024 Polyrizon Warrants for new warrants (the “Exchange Warrants”), which were substantially in the same form as the March 2025 Polyrizon Warrants. Each Polyrizon Pre-Funded Warrant can be exercised into one ordinary share of Polyrizon at an exercise price of $0.00001, subject to certain adjustments, including a cashless exercise mechanism, and each March 2025 Polyrizon Warrant and Exchange Warrant can be exercised into one ordinary share of Polyrizon at an exercise price of $300.00 per share subject to certain adjustments, including a cashless exercise mechanism. The March 2025 Polyrizon Warrants and Exchange Warrants have certain anti-dilution protection and expire on September 30, 2027.
On May 13, 2025, the Company exercised the Polyrizon Pre-Funded Warrants and received 800 Polyrizon shares.
On May 27, 2025, Polyrizon effected a reverse share split of its ordinary shares at the ratio of 1-for-250, such that each two hundred and fifty (250) ordinary shares, no par value, were consolidated into one (1) ordinary share, no par value. All the Polyrizon Shares and price per Polyrizon shares have been retroactively adjusted in these financial statements.
On May 30, 2025, the Company exercised the Exchange Warrants and the March 2025 Polyrizon Warrants in full and received 98,705 Polyrizon shares, which were sold on June 18, 2025 and July 25, 2025 for an aggregate amount of $106,362, and accordingly, the Company recorded a realized loss of $63,602.
|
F-
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Expressed in United States Dollars)
(Unaudited)
| 4. | Related Party Transactions |
| 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, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Officers: | ||||||||||||||||
| Consulting fees | $ | 87,496 | $ | 86,792 | $ | 256,053 | $ | 335,066 | ||||||||
| Share based compensation | 103,977 | 117,902 | 251,717 | |||||||||||||
| $ | 87,496 | $ | 190,769 | $ | 373,955 | $ | 586,783 | |||||||||
| Directors: | ||||||||||||||||
| Directors’ fees | $ | 69,663 | $ | 88,538 | $ | 245,996 | $ | 274,063 | ||||||||
| Share based compensation | 105,957 | 195,101 | 352,879 | |||||||||||||
| $ | 69,663 | $ | 194,495 | $ | 441,097 | $ | 626,942 | |||||||||
| (ii) | Balances with related parties |
| July 31, | October 31, | |||||||
| 2025 | 2024 | |||||||
| Amounts owed to officers | $ | 29,948 | $ | 29,498 | ||||
| Amounts owed to directors | 19,872 | 19,464 | ||||||
| $ | 49,820 | $ | 48,962 | |||||
| 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, 2025, the Company incurred research and development expenses conducted within the framework of the Cooperation Agreement in the amount of $39,270 and $85,779, respectively (three and nine months ended July 31, 2024- $4,080 and $26,888 respectively). As of July 31, 2025, $174,043 is owed to the Company by SciSparc (October 31, 2024 - $131,839 owed to the Company). |
| c. | 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 (approximately $3,400) during the term of the lease. The lease liability was discounted using the Company’s estimated incremental annual borrowing rate of 10%. |
F-
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Expressed in United States Dollars)
(Unaudited)
| 5. | Derivative warrant liabilities |
| a. | On April 6, 2023, the Company issued 4,505,718 warrants in connection with its April 2023 Public Offering (“April 2023 Warrants”). The April 2023 Warrants include a cashless exercise provision and repricing adjustments for offerings at a price lower than the existing exercise price of the April 2023 Warrants, as well as repricing adjustments for stock splits, reclassifications, subdivisions, and other similar transactions (“April 2023 Warrant Adjustments”). As a result, these April 2023 Warrants were recorded at their fair value as a derivative liability at the time of their grant and are revalued at the end of each reporting period. The number of April 2023 Warrants does not change, however, the number of warrant shares issued may change, subject to the adjustment noted above. |
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 $1.077, and each April 2023 Warrant became exercisable into 0.724 common shares of the Company. For further details of the ratio of warrant shares issuable and outstanding in relation to the April 2023 Warrants, see detailed table in note 7.
On December 16, 2024, 15,156 April 2023 Warrants were exercised into 10,969 common shares, resulting in gross proceeds of $11,821.
| b. | On September 18, 2023, the Company issued 7,500,000 warrants in connection with its September 2023 Public Offering (“September 2023 Warrants”). The September 2023 Warrants include a cashless exercise provision and repricing adjustments for offerings at a price lower than the existing exercise price of the September 2023 Warrants, as well as repricing adjustments for stock splits, reclassifications, subdivisions, and other similar transactions (“September 2023 Warrant Adjustments”) and therefore, these September 2023 Warrants were recorded at their fair value as a derivative liability at the time of the grant and are revalued at the end of each reporting period. The number of September 2023 Warrants does not change, however, the number of warrant shares issued may change, subject to the adjustment noted above. |
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 $1.077, and each September 2023 Warrant became exercisable into 0.288 common shares of the Company. For further details of the ratio of warrant shares issuable and outstanding in relation to the September 2023 Warrants, see detailed table in note 7.
On December 27, 2024, 327,765 September 2023 Warrants were exercised into 94,419 common shares, resulting in gross proceeds of $101,755.
F-
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Expressed in United States Dollars)
(Unaudited)
| 5. | Derivative warrant liabilities (continued) |
| c. | On January 16, 2024, the Company issued 1,500,000 warrants with an exercise price of $1.60 per warrant in connection with its January 2024 Public Offering (“January 2024 Warrants”). The January 2024 Warrants include a cashless exercise provision and repricing adjustments for offerings at a price lower than the existing exercise price of the January 2024 Warrants, as well as repricing adjustments for stock splits, reclassifications, subdivisions, and other similar transactions (“January 2024 Warrant Adjustments”) and therefore, these warrants were recorded at their fair value as a derivative liability at the time of the grant and are revalued at the end of each reporting period.
On December 27, 2024, 205,000 January 2024 Warrants were exercised into 205,000 common shares, resulting in gross proceeds of $328,000.
|
|
| d. | During the three and nine months ended July 31, 2025, the Company recorded a gain on the revaluation of the total derivative warrant liabilities of $139,563 and $1,319,081, respectively, in the Condensed Interim Consolidated Statements of Operations and Comprehensive Loss. |
| e. | The binomial model was used to measure the derivative warrant liability with the following assumptions: |
| July 31, 2025 |
|||
| Share Price | $1.00 | ||
| Exercise Price | $1.077 – $1.60 | ||
| Expected life | 2.68 – 3.46 years | ||
| Risk-free interest rate | 3.91 – 3.94% | ||
| Dividend yield | 0.00% | ||
| Expected volatility | 133.00 – 133.80% |
| f. | The following table presents the changes in the derivative warrant liability during the period: |
| Balance as of October 31, 2023 | $ | 4,310,379 | ||
| Issuance of January 2024 Warrants | 480,004 | |||
| Exercise of warrants | (562,879 | ) | ||
| Changes in fair value of warrants | (707,802 | ) | ||
| Balance as of October 31, 2024 | $ | 3,519,702 | ||
| Exercise of warrants | (21,921 | ) | ||
| Change in fair value of warrants | (1,319,081 | ) | ||
| Balance as of July 31, 2025 | $ | 2,178,700 |
F-
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Expressed in United States Dollars)
(Unaudited)
| 6. | Share Capital |
| a. | The Company’s authorized share capital is unlimited common shares without par value share. As of July 31, 2025, 5,379,441 (October 31, 2024 - 4,265,186) common shares were issued and outstanding. |
| b. | On November 28, 2023, the Company effected a 1-for-30 share consolidation of its issued and outstanding common shares. All share amounts and instruments convertible into common shares prior to the date of the reverse share splits have been retroactively restated for all periods presented. |
| c. | Share transactions during the nine months ended July 31, 2025: |
| (i) | During the nine months ended July 31, 2025, the Company issued 803,867 common shares in respect of restricted share units (“RSUs”) that had been fully vested. The RSUs had an aggregate fair value of $964,836 at the time of issuance. |
| (ii) | Between December 16, 2024, and December 27, 2024, April 2023 Warrants, September 2023 Warrants and January 2024 Warrants were exercised into 310,388 shares, resulting in gross proceeds of $441,577. |
| d. | Share transactions during the nine months ended July 31, 2024: |
| (i) | On November 6, 2023, 45 common shares with a fair value of $117 were issued to providers of investor services in payment of services. |
| (ii) | During the three months ended January 31, 2024, April 2023 Warrants and September 2023 Warrants were exercised for 1,062,188 shares, resulting in gross proceeds of $3,498,032. |
| (iii) | On January 16, 2024, the Company completed a registered direct offering and concurrent private placement of (i) 1,468,000 Common Shares, (ii) 32,000 pre-funded warrants to purchase 32,000 Common Shares (“January 2024 Warrants”) and (iii) 1,500,000 unregistered common warrants (“Warrants”) to purchase 1,500,000 Common Shares. The January 2024 Warrants are immediately exercisable at an exercise price of $0.0001 per Common Share and will not expire until exercised in full. The Warrants have an exercise price of $1.60 per Common Share (after giving effect to adjustments and subject to further adjustments as set forth therein), are immediately exercisable, and expire five years from the date of issuance. These Warrants include a cashless exercise provision and repricing provisions, under certain circumstances (“the January 2024 Offering”). The gross proceeds from the January 2024 Offering were approximately $2.4 million before deducting offering expenses. Net proceeds from the offering were $1,824,773. On January 17, 2024, the pre-funded warrants were exercised.
|
|
| (iv) | On February 19, 2024, 44 common shares with a fair value of $68 were issued to providers of investor services in payment of services. |
| (v) | During the three months ended April 30, 2024, April 2023 Warrants, September 2023 Warrants and January 2024 Warrants were exercised into 131,914 shares, for gross proceeds of $157,918. |
| (vi) | On April 3, 2024, 9,000 common shares were issued in respect of RSU’s that had been fully vested. The RSU’s had a fair value of $11,935 at the time of issuance. |
| (vii) | On May 9, 2024, 88 common shares with a fair value of $127 were issued to providers of investor services in payment of services. |
| (viii) | On June 17, 2024, 162,970 common shares were issued in respect of RSU’s that had been fully vested. The RSU’s had a fair value of $243,003 at the time of issuance. |
| (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 306,172 shares, for gross proceeds of $402,206. |
| (ix) | On July 4, 2024, 64,617 common shares with a fair value of $103,387 were issued to providers of investor services in payment of services. |
| (xi) | During the period between July 4, 2024 and July 8, 2024, 134,868 common shares were issued in respect of RSU’s that had been fully vested. The RSU’s had a fair value of $256,252 at the time of issuance. |
F-
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Expressed in United States Dollars)
(Unaudited)
| 7. | Warrants |
The following table summarizes the changes in the Company’s warrants:
| Number of warrants |
Historic weighted average exercise price per warrant shares |
|||||||
| Balance, October 31, 2023 | 11,231,465 | $ | 7.90 | |||||
| Issuance of January 2024 warrants (*) | 1,500,000 | 1.60 | ||||||
| Exercise of warrants | (8,293,585 | ) | 2.62 | |||||
| Expiration of warrants | (8,333 | ) | 98.43 | |||||
| Balance, October 31, 2024 | 4,429,547 | $ | 1.57 | |||||
| Number of shares to be issued from the exercise of these warrants, October 31, 2024 | 2,549,311 | |||||||
| Balance, October 31, 2024 | 4,429,547 | $ | 1.57 | |||||
| Exercise of warrants | (547,921 | ) | 1.27 | |||||
| Expiration of warrants | (75 | ) | 1,287.55 | |||||
| Balance, July 31, 2025 | 3,881,551 | $ | 1.55 | |||||
| Number of shares to be issued from the exercise of these warrants | 2,238,848 | |||||||
| (*) | These warrants include a cashless exercise provision and repricing provisions under certain circumstances, that also includes a potential change in the number of shares to be issued for each warrant depending on the change in the exercise price of the warrant. See table below for number of shares to be issued from the exercise of warrants. |
As of July 31, 2025, the following warrants were outstanding:
| 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 | ||||||||||||
| 1,923 | 1,923 | C$ | 337.45 | $ | 243.75 | November 17, 2027 | ||||||||||
| 728,409 | 527,181 | $ | 1.077 | $ | 1.077 | April 5, 2028 | ||||||||||
| 2,024,739 | 583,264 | $ | 1.077 | $ | 1.077 | September 17, 2028 | ||||||||||
| 1,126,480 | 1,126,480 | $ | 1.60 | $ | 1.60 | January 15, 2029 | ||||||||||
| 3,881,441 | 2,238,848 | |||||||||||||||
F-
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Expressed in United States Dollars)
(Unaudited)
| 8. | Stock Options |
| a. | On January 6, 2025, the shareholders of the Company approved the Omnibus Equity Incentive Plan, the “Omnibus Plan”. Pursuant to the Omnibus Plan, the Company is authorized to grant options or RSUs to officers, directors, employees and consultants enabling them to acquire, together with” Options”, “Awards” or “Stock Options” as defined, up to 20% of the Company’s issued and outstanding Common Shares (after taking into account existing awards from the Company’s 2021 stock option plan). The Awards can be granted for a maximum of 10 years and vest as determined by the Board. |
The maximum number of common shares reserved for issuance in any 12-month period to a related party consultant may not exceed 5% of the issued and outstanding common shares at the date of the grant (and may not exceed 15% in total, to all related parties). The maximum number of common shares reserved for issuance in any 12-month period to any investor relations service provider may not exceed 2% of the issued and outstanding common shares at the date of the grant.
| b. | The following table summarizes the changes in the Company’s stock options for the periods ended July 31, 2025 and October 31, 2024: |
| Number of options |
Weighted average exercise price (C$) |
Weighted average exercise price (USD$) |
||||||||||
| Outstanding, October 31, 2023 | 5,588 | C$ | 603.12 | $ | 434.82 | |||||||
| Expired | (67 | ) | 720.00 | 533.14 | ||||||||
| Outstanding, October 31, 2024 | 5,521 | C$ | 601.71 | $ | 432.38 | |||||||
| Outstanding, July 31, 2025 | 5,521 | C$ | 601.70 | $ | 434.63 | |||||||
| Exercisable, July 31, 2025 | 5,509 | C$ | 602.94 | $ | 435.53 | |||||||
F-
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Expressed in United States Dollars)
(Unaudited)
| 8. | Stock Options (continued) |
| c. | Additional information regarding stock options outstanding as of July 31, 2025, is as follows: |
| 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$) | Weighted average exercise price (USD$) | ||||||||||||||||||||
| 533 | 0.82 | C$ | 166.50 | $ | 120.27 | 533 | C$ | 166.50 | $ | 120.27 | ||||||||||||||||
| 978 | 6.51 | 504.00 | 364.06 | 978 | 504.00 | 364.06 | ||||||||||||||||||||
| 1,166 | 0.82 | 675.00 | 487.58 | 1,166 | 675.00 | 487.58 | ||||||||||||||||||||
| 200 | 3.75 | 702.00 | 507.08 | 200 | 702.00 | 507.08 | ||||||||||||||||||||
| 133 | 1.14 | 747.00 | 539.58 | 133 | 747.00 | 539.58 | ||||||||||||||||||||
| 422 | 6.36 | 612.00 | 442.07 | 422 | 612.00 | 442.07 | ||||||||||||||||||||
| 1,044 | 6.51 | 720.00 | 520.08 | 1,044 | 720.00 | 520.08 | ||||||||||||||||||||
| 667 | 0.92 | 756.00 | 546.08 | 667 | 756.00 | 546.08 | ||||||||||||||||||||
| 111 | 6.36 | 900.00 | 650.10 | 111 | 900.00 | 650.10 | ||||||||||||||||||||
| 61 | 7.82 | 315.00 | 227.54 | 61 | 315.00 | 227.54 | ||||||||||||||||||||
| 156 | 7.91 | 504.00 | 364.06 | 156 | 504.00 | 364.06 | ||||||||||||||||||||
| 50 | 7.94 | 32.39 | 23.40 | 38 | 32.39 | 23.40 | ||||||||||||||||||||
| 5,521 | 3.91 | C$ | 601.70 | $ | 434.63 | 5,509 | C$ | 602.94 | $ | 435.53 | ||||||||||||||||
The fair value for stock options previously granted to certain consultants for ongoing services measured during the period have been estimated using the Black-Scholes option pricing model assuming no expected dividends or forfeitures and the following weighted average assumptions:
| Nine months ended July 31, 2025 |
Nine months ended July 31, 2024 |
|||||||
| Risk-free interest rate | 4.46 | % | 4.05 | % | ||||
| Expected life (in years) | 3.86 | 4.86 | ||||||
| Expected volatility | 112.20%-134.44 | % | 121.10%-133.14 | % | ||||
Expected volatility was determined by calculating the historical volatility of the comparison companies’ share price over the previous 8.4 years. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of no transferability, exercise restrictions, and behavioral considerations.
| d. | The portion of the total fair value of stock options expensed during the three and nine months ended July 31, 2025, was $Nil and $3,264, respectively (2024 - $14,879 and $71,793, respectively) which was recorded in share-based compensation expense. |
F-
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Expressed in United States Dollars)
(Unaudited)
| 9. | Restricted Share Units |
| a. | The Company is able to grant RSUs pursuant to the Omnibus Plan to its directors, officers, employees, and consultants. Each RSU is equivalent in value to a common share and upon vesting, results in the holder thereof being issued, at the discretion of the Board, either (i) a common share, or (ii) an amount of cash equal to the fair market value of a common share. |
| b. | The following table summarizes the continuity of RSUs: |
| Number of RSUs |
Weighted average issue price (C$) |
Weighted average issue price (USD$) |
||||||||||
| Balance, October 31, 2023 | 2,216 | $ | 138.55 | $ | 96.06 | |||||||
| Granted | 591,460 | 1.86 | 1.36 | |||||||||
| Exercised | (329,338 | ) | 2.22 | 1.65 | ||||||||
| Balance, October 31, 2024 | 264,338 | $ | 2.55 | $ | 1.80 | |||||||
| Granted (i) | 627,777 | 1.55 | 1.09 | |||||||||
| Exercised | (803,867 | ) | 1.69 | 1.20 | ||||||||
| Balance, July 31, 2025 (*) | 88,248 | $ | 3.33 | $ | 2.24 | |||||||
| (i) | During the nine months ended July 31, 2025, the Company issued 627,777 RSUs to consultants, directors and officers. The RSUs vested with a fair value of $686,986 (2024 - $629,720). |
| (*) | See note 14 regarding the exercise of RSUs. |
F-
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Expressed in United States Dollars)
(Unaudited)
| 10. | Financial Instruments and Risk Management |
| a. | Assets and liabilities measured at fair value on a recurring basis were presented in the Company’s statement of financial position as of July 31, 2025, 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, 2025 |
|||||||||||||
| Short-term investment- common shares | $ | $ | $ | 1,084 | $ | 1,084 | ||||||||||
| Derivative warrant liabilities | 2,178,700 | 2,178,700 | ||||||||||||||
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, 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
October 31, 2024 |
|||||||||||||
| Short-term investment- common shares | $ | 110,400 | $ | $ | $ | 110,400 | ||||||||||
| Short-term investment- Polyrizon Warrants | 178,988 | 178,988 | ||||||||||||||
| Derivative warrant liabilities | 3,519,702 | 3,519,702 | ||||||||||||||
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 and cash equivalents. 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.
F-
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(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, 2025. 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, 2025.
| Cash and cash equivalents | $ | 116,250 | ||
| Other receivables | 28,725 | |||
| Accounts payable and accrued liabilities | (65,080 | ) | ||
| Due to related parties | (39,820 | ) | ||
| Total foreign currency financial assets and liabilities | $ | 40,075 | ||
| Impact of a 10% strengthening or weakening of foreign exchange rate | $ | 4,008 |
| 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 fair value of the derivative warrant liabilities can fluctuate depending on the fluctuation in the risk-free interest rate.
| 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, 2025 and October 31, 2024:
| July 31, 2025 | Total | Within 1 year |
Within 2-5 years |
|||||||||
| Accounts payable and accrued liabilities | $ | 646,919 | $ | 646,919 | $ | |||||||
| Due to related parties | 49,820 | 49,820 | ||||||||||
| Lease liability | 28,439 | 28,439 | ||||||||||
| $ | 725,178 | $ | 725,178 | $ | ||||||||
| October 31, 2024 | Total | Within 1 year |
Within 2-5 years |
|||||||||
| Accounts payable and accrued liabilities | $ | 526,056 | $ | 526,056 | $ | |||||||
| Due to related parties | 48,962 | 48,962 | ||||||||||
| Lease liability | 53,142 | 36,726 | 16,416 | |||||||||
| $ | 628,160 | $ | 611,744 | $ | 16,416 | |||||||
F-
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(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 and share premium, warrants 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, 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, 2025.
| 12. | Segmented Information |
As of July 31, 2025, 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 entered into a license agreement with BIRAD, the research and development company of Bar-Ilan University, which provides the Company with an exclusive, perpetual, worldwide and sublicensable license to use the joint patent that the Company has with BIRAD, to further develop, manufacture and commercialize products for innovative treatment of cocaine addiction (“the BIRAD License Agreement”). According to the BIRAD License Agreement, the Company shall pay BIRAD royalties at the rate of 1.5% of the Company’s net sales , as well as certain fees in the case of sublicenses or an “exit” event, all subject to the terms as described in the BIRAD License Agreement. The Company will also pay BIRAD different payments upon reaching certain milestones. |
| b. | On March 19, 2024, the Company entered into a License Agreement with Yissum Research Development Company of the Hebrew University of Jerusalem, which provides to the Company with an exclusive, perpetual, worldwide and sublicensable license to use the Yissum’s patent titled “Psychedelic compounds, methods of their preparation and uses thereof” to further develop, manufacture, and commercialize innovative compounds targeted at treating post-traumatic stress disorder and other health conditions (the “Yissum PTSD License Agreement”). According to the Yissum PTSD License Agreement, the Company is required to pay Yissum annual maintenance fees ranging from $25,000 to $50,000 beginning on the fifth anniversary of the effective date of the Yissum PSTD License Agreement, and royalties at the rate of 3.0% of net sales, as well as certain fees in the case of sublicensing or an exit event, all subject to the terms as described in the Yissum PTSD License Agreement. The Company will also pay Yissum different payments when reaching certain milestones. All right, title and interest in the patent (the Licensed Patent as defined in the Yissum PSTD License Agreement) vest solely in Yissum, and the Company shall hold and make use of the license granted. Subject to such Yissum’s ownership rights, all rights in results of the Company’s development shall be solely owned by the Company. |
| c. | On March 31, 2024, the Company entered into a License Agreement with Yissum Research Development Company of the Hebrew University of Jerusalem, which provides to the Company with an exclusive, perpetual, worldwide and sublicensable license to use Yissum’s patent “Psychoactive compounds, methods of their preparation and uses thereof in the treatment of mental disorders” to further develop, manufacture, and commercialize innovative compounds targeted at Generation 3.0 psychedelic compounds for the treatment of mental disorders (the “Yissum Psychedelic License Agreement). According to the Yissum Psychedelic License Agreement, the Company is required to pay Yissum annual maintenance fees ranging from $25,000 to $50,000 beginning of the fifth anniversary of the effective date of the Yissum Psychedelic License Agreement, and the Company shall pay Yissum royalties at the rate of 3.0% of net sales, as well as certain fees in the case of sublicenses or an exit event, all subject to the terms as described in the Yissum Psychedelic License Agreement. The Company will also pay Yissum different payments when reaching certain milestones. All right, title and interest in the patent (the Licensed Patent as defined in the Yissum Psychedelic License Agreement) vest solely in Yissum, and the Company shall hold and make use of the license granted. Subject to such Yissum’s ownership rights, all rights in results of the Company’s development shall be solely owned by the Company. |
| d. | Respect to the Company’s lease commitment, refer to Note 4c. |
| 14. | Subsequent Events |
On August 11, 2025, the Company issued 87,000 common shares in respect of RSUs that had been fully vested. The RSUs had a fair value of $77,790 at the time of issuance.
F-
Exhibit 99.2
CLEARMIND MEDICINE INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the Three and Nine Months Ended July 31, 2025
(Expressed in United States Dollars)
CLEARMIND MEDICINE INC.
Management’s Discussion and Analysis
For the Three and Nine Months Ended July 31, 2025
This Management’s Discussion and Analysis (“MD&A”) of Clearmind Medicine Inc. (“Clearmind” or the “Company”), prepared as of September 11, 2025, 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, 2025, 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 registered offices are located at 101 – 1220 W. 6th Ave, Vancouver, BC V6H 1A5 and its operational offices are located at 20 Rahul Wallenberg, Tel Aviv, Israel.
The Company trades under the symbol “CMND” on the Nasdaq Capital Market and on the Frankfurt Stock Exchange 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.
Company Overview
The Company is a clinical stage 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 Alcohol Use Disorder (“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 AUD 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 3 million deaths each year globally and is the third most common preventable cause of death in the United States. In January 2025, the U.S. Surgeon General released a new Surgeon General’s Advisory on Alcohol and Cancer Risk, outlining the direct link between alcohol consumption and increased cancer risk, which is in addition to other common risks associated with excessive alcohol consumption. Apart from potentially changing people’s lives, the Company believes that its 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 currently focusing its research programs on the uses of 5-Methoxy-2-aminoindane (“MEAI”) for the treatment of AUD, weight loss and metabolic disorders and as an alcohol substitute consumer products. On the consumer side, it is developing an alcohol substitute which may offer a solution that adults can enjoy without the extensive damage that comes with alcohol, such as higher risk to get cancer and other wide range of adverse effects on almost every part of the body, including the brain, liver, pancreas and the immune system. The Company has completed a series of pre-clinical, investigational new drug—, or IND—, enabling studies in the United States and China that are required before it can study our compound for the first time in humans. These studies include pharmacokinetic and toxicological studies in rats and dogs in order to assess the safety profile of our compound and characterization of the drug metabolism. The Company has conducted several metabolism studies designed to better understand the way MEAI is digested in several species. In addition, it has conducted a pre-clinical animal model of AUD to characterize the effect of MEAI on alcohol consumption. This study involved testing the effect of MEAI’s ability to curb alcohol cravings after exposing mice to prolonged alcohol consumption over a short period, mimicking binge alcohol consumption in humans.
CLEARMIND MEDICINE INC.
Management’s Discussion and Analysis
For the Three and Nine Months Ended July 31, 2025
In February 2024 and in July 2024, the Company announced that it was granted approval by the Israeli Ministry of Health and by the FDA, respectively to initiate its first-in-human Phase I/IIa clinical trial with CMND-100 in patients suffering from AUD. Subsequently, the Company initiated the CM-CMND-001 clinical trial in both Israel and the United States, including at the Yale School of Medicine’s Department of Psychiatry and Johns Hopkins University School of Medicine. In October 2024 and December 2024, the Company announced that it received IRB approvals from Johns Hopkins University and Yale University, respectively, its clinical sites, for part A of its Phase I/IIa clinical trial in the United States for treating patients suffering from AUD. After Phase I/IIa study initiation in Israel in March 2025, the Company initiated its Phase I/IIa clinical trial at the Johns Hopkins University School of Medicine and Yale School of Medicine’s Department of Psychiatry in April 2025. In June 2025, the Company announced the addition of Tel Aviv Sourasky Medical Center ("TASMC") in Tel Aviv, Israel and Hadassah-University Medical Center in Jerusalem, Israel as additional clinical sites for its ongoing Phase I/IIa clinical trial. In addition, also in June 2025, the Company announced that the first patient was enrolled and dosed in its Phase I/IIa clinical trial at Yale School of Medicine’s Department of Psychiatry. In July 2025, the Company announced that it received IRB approval from TASMC for its Phase I/IIa clinical trial, and in August 2025, the Company announced that it received IRB approval from Hadassah-University Medical Center. In July 2025, the Company announced initiation of the TASMC clinical site.
The CM-CMND-001 clinical trial is designed to be a multinational, multi-center, double blind, Phase I/IIa single- and multiple-dose tolerability, safety and pharmacokinetic study in healthy volunteers and AUD subjects. Upon completion of the Phase I/IIa studies, if successful, the Company will be required to conduct additional clinical trials subject to securing additional financing.
Significant developments during the period
On December 16, 2025, the Company announced that it has signed a non-binding term sheet with Dr. Glitter Pty Ltd, a health technology company that has developed ActivCrystal™ technology, a world-first oral delivery format that encapsulates active ingredients in crystals that are tasteless, odorless, made from natural ingredients, and designed to be sprinkled on meals. The two companies plan to collaborate on the development and commercialization of Clearmind’s proprietary MEAI-based alcohol substitute and Dr Glitter Pty Ltd’s proprietary ActivCrystal™ technology. The term sheet outlines preliminary terms that, upon the mutual agreement of the parties, will be memorialized in a definitive agreement that sets forth a framework for advancing Clearmind and Dr Glitter Pty Ltd’s groundbreaking innovations.
Under the terms of the term sheet, upon the execution of the definitive agreement, the parties will work together to develop MEAI-based alcohol alternative aimed to naturally replicate the known sensations from drinking alcohol without the associated health risks or hangover. In ActivCrystal™ format, Clearmind’s MEAI-based alcohol alternative may be sprinkled into users’ choice of beverage or food, and dosage may be varied by users individually. This collaboration has the potential to mark an important milestone in Clearmind’s strategy to bring MEAI to global markets, addressing the urgent need for innovative solutions to combat alcohol misuse - a major contributor to countless annual deaths worldwide.
On December 24, 2024, the Company announced it has received Yale's Institutional Review Board (IRB) approval for its Phase I/IIa clinical trial of CMND-100, targeting alcohol use disorder (AUD). The trial will be led at Yale School of Medicine’s Department of Psychiatry by Dr. Anahita Bassir Nia, MD, an expert in psychiatry and addiction medicine. This milestone marks a significant step forward in Clearmind’s FDA-regulated clinical program, further expanding the multi-site trial to evaluate the safety, tolerability and efficacy of its proprietary investigational drug, CMND-100. In addition to Yale, the trial received IRBs approval from Johns Hopkins University, Maryland, USA, and IMCA Center in Ramat Gan, Israel. The Company has already secured FDA approval for its Investigational New Drug (IND).
On January 2, 2025, the Company announced advancement in its proprietary MEAI- based binge behavior regulator program through the granting of patent approval from the Macau International Intellectual Property Office. The allowed patent is directed, among others to be used as primary amine aminoindan compound to regulate binge behavior. This includes primary amine aminoindan compounds beyond 5-methoxy-2-aminoindan (MEAI), the Company's innovative psychedelic molecule. This latest granted patent in Macau, a special administrative region of China, further strengthens Clearmind’s global intellectual property portfolio, which now includes 31 granted patents across 18 patent families, with patents granted in major jurisdictions such as the US, Europe, China, India, Hong Kong and now Macau.
On January 6, 2025, the Company announced the publication of a European patent application with the European Patent office for its innovative combination therapy of MEAI and N-Acylethanolamines, addressing binge behavior, including alcohol consumption, eating, tobacco consumption, shopping and sexual conduct. The patent application refers to Clearmind’s successful collaboration with SciSparc Ltd. (Nasdaq: SPRC) (“SciSparc”), a clinical-stage specialty pharmaceutical company focused on treatments for central nervous system disorders. Together, the two companies are researching innovative combination therapies that integrate psychedelic compounds with the N-Acylethanolamines family, including Palmitoylethanolamide (PEA).
CLEARMIND MEDICINE INC.
Management’s Discussion and Analysis
For the Three and Nine Months Ended July 31, 2025
On April 17, 2025, the Company announced that the United States Patent Office has issued a Notice of Allowance for a patent relating to its MEAI treatment for binge behavior. This new US patent provides additional intellectual property protection for the Company’s novel MEAI- based treatment in this indication and further strengthens Clearmind’s intellectual property portfolio.
On April 23, 2025, the Company announced the initiation of its U.S. clinical trial site at the Yale School of Medicine’s Department of Psychiatry. With this initiation, the Company has now activated all planned sites for its clinical trial for its Phase I/IIa clinical trial in Alcohol Use Disorder (“AUD”) and can begin patient enrollment.
On April 25, 2025, the Company announced the filing of a new international patent application for a proprietary treatment targeting anorexia, bulimia and other eating disorders. The patent application covers the use of 3-Methylmethcathinone (3-MMC) in combination with Palmitoylethanolamide (PEA). This innovative combination aims to address the complex neurobiological and psychological factors associated with eating disorders, offering a potential new avenue for treatment.
In July 2025, the Company announced that it received IRB approval from TASMC for its Phase I/IIa clinical trial, and in August 2025, the Company announced that it received IRB approval from Hadassah-University Medical Center. In July 2025, the Company announced initiation of the TASMC clinical site.
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, 2025. 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, 2025 (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 | 1.28 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 | 1.85 million | ||
| January 2024 Public Offering | ||||
| For general corporate purposes and working capital. | 2.4 million | 1.65 million |
CLEARMIND MEDICINE INC.
Management’s Discussion and Analysis
For the Three and Nine Months Ended July 31, 2025
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, 2025 and 2024.
| Three months ended | Nine months ended | |||||||||||||||
| July 31, | July 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Operating expenses | ||||||||||||||||
| General and administrative | $ | 684,716 | $ | 1,125,365 | $ | 2,574,576 | $ | 3,262,427 | ||||||||
| Research and development, net | 723,048 | 345,883 | 1,636,343 | 896,317 | ||||||||||||
| Total operating expenses | 1,407,764 | 1,471,248 | 4,210,919 | 4,158,744 | ||||||||||||
| Finance income (expenses) | ||||||||||||||||
| Changes in fair value of derivative warrant liabilities | 139,563 | (643,225 | ) | 1,319,081 | (83,080 | ) | ||||||||||
| Changes in fair value of short-term investments | (63,602 | ) | - | (292,390 | ) | (7,612 | ) | |||||||||
| Foreign exchange gain (loss) | 3,068 | (5,380 | ) | 864 | (2,709 | ) | ||||||||||
| Other finance expenses | (9,192 | ) | (61,408 | ) | (25,775 | ) | (30,379 | ) | ||||||||
| Interest income on deposits | 32,593 | 146,432 | 108,249 | 209,934 | ||||||||||||
| Other expenses | - | (16,498 | ) | - | (16,498 | ) | ||||||||||
| Total finance income (expenses) | 102,430 | (580,079 | ) | 1,110,029 | 69,656 | |||||||||||
| Loss before taxes | (1,305,334 | ) | (2,051,327 | ) | (3,100,890 | ) | (4,089,088 | ) | ||||||||
| Tax expenses | (8,258 | ) | (42,590 | ) | (68,251 | ) | (280,846 | ) | ||||||||
| Net Loss and Comprehensive loss | $ | (1,313,592 | ) | $ | (2,093,917 | ) | $ | (3,169,141 | ) | $ | (4,369,934 | ) | ||||
| Loss per share, basic and diluted | $ | (0.25 | ) | $ | (0.59 | ) | $ | (0.64 | ) | $ | (1.58 | ) | ||||
| Weighted average number of shares for the purposes of basic and diluted loss per share | 5,342,211 | 3,559,860 | 4,954,577 | 2,773,384 | ||||||||||||
Three-month period ended July 31, 2025, compared to the three-month period ended July 31, 2024
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, 2025, research costs amounted to $723,048 as compared to $345,883 for the three-month period ended July 31, 2024.
During the mentioned period, most of our R&D activity revolved around our upcoming clinical trial. The increase is due to the initiation of its Alcohol Use Disorder Phase I/IIa clinical trial at all current clinical sites
General and Administrative Expenses
For the three-month period ended July 31, 2025, general and administrative expenses amounted to $684,716 as compared to $1,125,365 for the three-month period ended July 31, 2024.
Finance income (expenses)
For the three-month period ended July 31, 2025, financial income amounted to $102,430 as compared to financial expenses of $(580,079) for the three-month period ended July 31, 2024. The financial income during the three-month period ended July 31, 2025, consists of a gain in warrant liability of $139,563, changes in fair value of short-term investments of $(63,602), foreign exchange gain of $3,068, other finance expenses of $(9,192) and interest income on deposit of $32,593.
Loss for the period
The Company reported a loss for the three-month period ended July 31, 2025, of $1,313,592 as compared to a loss of $2,093,917 for the three-month period ended July 31, 2024.
CLEARMIND MEDICINE INC.
Management’s Discussion and Analysis
For the Three and Nine Months Ended July 31, 2025
Nine-month period ended July 31, 2025, compared to the nine month period ended July 31, 2024
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, 2025, research costs amounted to $1,636,343 as compared to $896,317 for nine -month period ended July 31, 2024.
During the mentioned period, most of our R&D activity revolved around our upcoming clinical trial.
General and Administrative Expenses
For the nine -month period ended July 31, 2025, general and administrative expenses amounted to $2,574,576 as compared to $3,262,427 for the nine -month period ended July 31, 2024.
Finance income (expenses)
For the nine -month period ended July 31, 2025, financial income amounted to $1,110,029 as compared to financial income of $69,656 for the nine -month period ended July 31, 2024. The financial income during the nine -month period ended July 31, 2025, consists of change in warrant liability of $1,319,081, changes in fair value of short-term investments of $(292,390), foreign exchange gain of $864, other finance expenses of $(25,775) and interest income on deposit of $108,249.
Loss for the period
The Company reported a loss for the nine -month period ended July 31, 2025, of $3,169,141 as compared to a loss of $4,369,934 for the nine -month period ended July 31, 2024.
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, 2025 |
April 30, 2025 |
January 31, 2025 |
October 31, 2024 |
|||||||||||||
| Total revenues | $ | – | $ | – | $ | – | $ | – | ||||||||
| Net loss | (1,313,592 | ) | (783,928 | ) | (1,071,621 | ) | (884,744 | ) | ||||||||
| Net loss per share, basic and diluted | (0.25 | ) | (0.16 | ) | (0.24 | ) | (0.07 | ) | ||||||||
|
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 | ) | ||||||||
The loss per quarter and related net loss per share is a function of the level of research and development activity that took place during that quarter.
CLEARMIND MEDICINE INC.
Management’s Discussion and Analysis
For the Three and Nine Months Ended July 31, 2025
Liquidity and Capital Resources
As of July 31, 2025, the Company had cash on hand of $3,495,338 and working capital of $918,215, compared to $6,573,813 and working capital of $2,956,793 as of October 31, 2024, respectively. During the nine -month period ended July 31, 2025, the Company’s overall position of cash decreased by $3,078,475 from the year ended October 31, 2024. This decrease 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, 2025, was $3,448,671 as compared to $3,781,514 for the nine -month period ended July 31, 2024. This decrease is mostly due to a decrease in the net loss for the period. |
| ● | Net cash provided by investing activities during the nine -month period ended July 31, 2025, was $17,584 as compared to net cash used by investing activities of $112,303 for the nine -month period ended July 31, 2024. Cash used during the nine -months period ended July 31, 2025 was from an acquisition of a short-term investment of $200,000, and changes in restricted cash of $13,498, off-set by proceeds from sale of a short-term investment of $195,914. During the nine -months period ended July 31, 2024, the net cash provided by investments activities was from the sale proceeds of a short-term investment and changes in restricted cash. |
| ● | Net cash provided from financing activities for the nine -month period ended July 31, 2025, was $383,702 as compared to $5,931,173 for the nine -month period ended July 31, 2024. Cash provided during the nine -months period ended July 31, 2025 was from exercise of warrants. During the nine -months period ended July 31, 2024, the cash was provided from January 2024 Public Offering and from exercise of warrants. |
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 of 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, 2024.
Off Balance Sheet Arrangements
There are no off-balance sheet arrangements to which the Company is committed.
CLEARMIND MEDICINE INC.
Management’s Discussion and Analysis
For the Three and Nine Months Ended July 31, 2025
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, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Officers: | ||||||||||||||||
| Consulting fees | $ | 87,496 | $ | 86,792 | $ | 256,053 | $ | 335,066 | ||||||||
| Share based compensation | - | 103,977 | 117,902 | 251,717 | ||||||||||||
| $ | 87,496 | $ | 190,769 | $ | 373,955 | $ | 586,783 | |||||||||
| Directors: | ||||||||||||||||
| Directors’ fees | $ | 69,663 | $ | 88,538 | $ | 245,996 | $ | 274,063 | ||||||||
| Share based compensation | - | 105,957 | 195,101 | 352,879 | ||||||||||||
| $ | 69,663 | $ | 194,495 | $ | 441,097 | $ | 626,942 | |||||||||
| (ii) | Balances with related parties |
| July 31, | October 31, | |||||||
| 2025 | 2024 | |||||||
| Amounts owed to officers | $ | 29,948 | $ | 29,498 | ||||
| Amounts owed to directors | 19,872 | 19,464 | ||||||
| $ | 49,820 | $ | 48,962 | |||||
| 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, 2025, the Company incurred research and development expenses conducted within the framework of the Cooperation Agreement in the amount of $39,270 and $85,779, respectively (three and nine months ended July 31, 2024- $4,080 and $26,888 respectively). As of July 31, 2025, $174,043 is owed to the Company by SciSparc (October 31, 2024 - $131,839 owed to the Company). |
| c. | 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 (approximately $3,400) during the term of the lease. The lease liability was discounted using the Company’s estimated incremental annual borrowing rate of 10%. |
CLEARMIND MEDICINE INC.
Management’s Discussion and Analysis
For the Three and Nine Months Ended July 31, 2025
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, 2025, 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, 2025 |
|||||||||||||
| Short-term investment- common shares | $ | – | $ | – | $ | 1,084 | $ | 1,084 | ||||||||
| Derivative warrant liabilities | – | – | 2,178,700 | 2,178,700 | ||||||||||||
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, 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 October 31, 2024 |
|||||||||||||
| Short-term investment- common shares | $ | 110,400 | $ | – | $ | – | $ | 110,400 | ||||||||
| Short-term investment- Polyrizon Warrants | – | – | 178,988 | 178,988 | ||||||||||||
| Derivative warrant liabilities | – | – | 3,519,702 | 3,519,702 | ||||||||||||
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, 2025. 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, 2025.
| Cash and cash equivalents | $ | 116,250 | ||
| Other receivables | 28,725 | |||
| Accounts payable and accrued liabilities | (65,080 | ) | ||
| Due to related parties | (39,820 | ) | ||
| Total foreign currency financial assets and liabilities | $ | 40,075 | ||
| Impact of a 10% strengthening or weakening of foreign exchange rate | $ | 4,008 |
CLEARMIND MEDICINE INC.
Management’s Discussion and Analysis
For the Three and Nine Months Ended July 31, 2025
| (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, 2025, and October 31, 2024:
| July 31, 2025 | Total | Within 1 year |
Within 2-5 years |
|||||||||
| Accounts payable and accrued liabilities | $ | 646,919 | $ | 646,919 | $ | – | ||||||
| Due to related parties | 49,820 | 49,820 | – | |||||||||
| Lease liability | 28,439 | 28,439 | – | |||||||||
| $ | 725,178 | $ | 725,178 | $ | – | |||||||
| October 31, 2024 | Total | Within 1 year |
Within 2-5 years |
|||||||||
| Accounts payable and accrued liabilities | $ | 526,056 | $ | 526,056 | $ | – | ||||||
| Due to related parties | 48,962 | 48,962 | – | |||||||||
| Lease liability | 53,142 | 36,726 | 16,416 | |||||||||
| $ | 628,160 | $ | 611,744 | $ | 16,416 | |||||||
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, 2025, 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.
Change in Accounting Policies
There have been no changes in accounting policies during the nine months ended July 31, 2025.
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.
CLEARMIND MEDICINE INC.
Management’s Discussion and Analysis
For the Three and Nine Months Ended July 31, 2025
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, 2025, and September 11, 2025, the Company had 5,379,441 and 5,466,441 common shares issued and outstanding, respectively.
As of July 31, 2025, and September 11, 2025, the Company had 5,521 stock options outstanding.
As of July 31, 2025, and September 11, 2025, the Company had 2,238,848 warrants outstanding
As of July 31, 2025, and September 11, 2025, the Company had 88,248 and 1,251 RSUs outstanding.
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” and other risk factors contained in the Company’s Annual Information Form filed in SEDAR on January 22, 2025 and in the Company’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission on January 22, 2025. 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.
11