On March 31, 2025, the Company subscribed for shares, pre funded warrants and warrants to purchase shares of Polyrizon (“Polyrizon Shares”). As of October 31, 2025, following the exercise and sale of certain Polyrizon Shares, the Company retained a balance of 145 Polyrizon shares. On November 28, 2025, Polyrizon effected a reverse share split of its ordinary shares at the ratio of 1-for-6, such that each six (6) ordinary shares, no par value, were consolidated into one (1) ordinary share, no par value. All the Polyrizon Shares and price per Polyrizon share information have been retroactively adjusted in these financial statements. On July 16, 2026, the Company sold the Polyrizon Shares. During October 2025, the Company subscribed for 13,020,000 shares (“Taurus Shares”) and 13,020,000 warrants (“October 2025 Taurus Warrants”) of Taurus Gold Corp. (“Taurus”) at a cost of $466,441. Each October 2025 Taurus Warrant can be exercised into one ordinary share of Taurus at an exercise price of CAD$0.064 per share, subject to certain adjustments, including a cashless exercise mechanism. The October 2025 Taurus Warrants expire on October 31, 2028. The Black-Scholes pricing model was used to measure the October 2025 Taurus Warrants with the following assumptions: share price of CAD$0.07, volatility of 70%, risk-free interest rate of 2.88% and expected life of 2.25 years. During October 2025, the Company also purchased an additional 111,065 Taurus Shares from a third party investor and paid $48,150.
(3) On March 4, 2026, the Company invested $650,001 in Quantum X Labs Inc. (formerly known as Viewbix Inc.) (“QXL”) and received 371,429 shares (the “QXL Shares”) and 297,143 warrants (the “QXL Warrants”). The QXL Warrants expire on March 5, 2031. The Black-Scholes pricing model was used to measure the QXL Warrants with the following assumptions: share price of $3.11, volatility of 86.35%, risk-free interest rate of 4.02% and expected life of 4.85 years. QXL is an advanced technologies company that combines digital advertising activities with a strategic move into quantum and AI technologies. On June 26, 2026, the Company exercised the QXL Warrants and received 297,143 QXL shares.

 

The Taurus Shares, Polyrizon Shares and QXL Shares are recorded at fair value in the Company’s Consolidated Statement of Financial Position. The October 2025 Taurus Warrants and QXL Warrants were recorded at their fair value as a derivative asset at the time of the grant and are revalued at the end of each reporting period. The changes in fair value of short-term investment were recorded to the Condensed Interim Consolidated Statements of Operations and Comprehensive Loss.

Exhibit 99.1

 

 

 

 

 

 

CLEARMIND MEDICINE INC.

 

Condensed Interim Consolidated Financial Statements

 

For The Three And Nine Months Ended July 31, 2026

 

(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,  
    2026     2025  
Assets            
Current assets            
Cash and cash equivalents   $ 12,035,210     $ 3,923,058  
Other receivables     153,128       35,825  
Short-term investments (Note 3)     3,894,226       1,662,407  
Prepaid expenses     103,364       39,940  
Related parties (Note 4b)     440,904       286,488  
Total current assets     16,626,832       5,947,718  
                 
Non-current assets                
Intangible assets     89,179       97,372  
Restricted cash     20,554       20,560  
Right-of-use asset (Note 14e)     175,221       17,402  
Total non-current assets     284,954       135,334  
                 
Total assets   $ 16,911,786     $ 6,083,052  
                 
Liabilities                
Current liabilities                
Accounts payable and accrued liabilities   $ 718,779     $ 682,163  
Due to related parties (Note 4a)     69,685       60,232  
Derivative warrant liabilities (Note 5)     1,374,154       2,369,195  
Short-term portion of lease liabilities (Note 14e)     74,527       18,800  
Convertible loans (Note 6)     1,621,817       1,760,066  
Total current liabilities     3,858,962       4,890,456  
                 
Long-term lease liabilities     101,920       -  
Total non-current liabilities     101,920       -  
                 
Total liabilities   $ 3,960,882     $ 4,890,456  
                 
Shareholders’ equity                
Share capital and share premium (Note 7)     45,030,494       26,402,659  
Warrants (Note 8)     459,341       459,341  
Share-based payment reserve (Notes 9, 10)     2,171,570       2,231,570  
Accumulated other comprehensive loss     (21,250 )     (21,250 )
Accumulated deficit     (34,689,251 )     (27,879,724 )
Total shareholders’ equity     12,950,904       1,192,596  
                 
Total liabilities and shareholders’ equity   $ 16,911,786     $ 6,083,052  

 

Approved and authorized for issuance on behalf of the Board of Directors on September 10, 2026:

 

/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-1

 

 

CLEARMIND MEDICINE INC.

Condensed Interim Consolidated Statements of Operations and Comprehensive Loss

(Expressed in United States Dollars)

(Unaudited)

 

    Three months ended     Nine months ended  
    July 31,     July 31,  
    2026     2025     2026     2025  
                         
Operating expenses                                
General and administrative   $ 1,590,917     $ 684,716     $ 5,534,840     $ 2,574,576  
Research and development, net     588,958       723,048       1,876,159       1,636,343  
Total operating expenses     2,179,875       1,407,764       7,410,999       4,210,919  
                                 
Finance income (expenses)                                
                                 
Changes in fair value of derivative warrant liabilities (Note 5)     582,570       139,563       496,061       1,319,081  
Changes in fair value of short-term investments (Note 3)     938,608       (63,602 )     803,660       (292,390 )
Foreign exchange gain (loss)     (16,178 )     3,068       (1,427 )     864  
Other finance expenses     (5,306 )     (9,192 )     (13,646 )     (25,775 )
Interest income on deposits     106,961       32,593       213,635       108,249  
Changes in fair value of convertible loans (Note 6)     (330,841 )     -       (886,310 )     -  
Total finance income     1,275,814       102,430       611,973       1,110,029  
                                 
Loss before taxes     (904,061 )     (1,305,334 )     (6,799,026 )     (3,100,890 )
Tax expenses     (3,230 )     (8,258 )     (10,501 )     (68,251 )
Net Loss and Comprehensive loss   $ (907,291 )   $ (1,313,592 )   $ (6,809,527 )   $ (3,169,141 )
Loss per share, basic and diluted   $ (0.57 )   $ (96.73 )   $ (10.15 )   $ (255.86 )
Weighted average number of shares outstanding for the purposes of basic and diluted loss per share     1,582,178       13,581       670,819       12,386  

 

(*) On December 15, 2025, the Company effected a 1-for-40 reverse split of its issued and outstanding common shares and on May 21, 2026, the Company effected a further 1-for-10 reverse split of its issued and outstanding common shares (the “Reverse Splits”). Following the Reverse Splits, holders of the Company’s common shares received 0.0025 of a common share for every one common share held. All share amounts have been retroactively adjusted for all periods presented.

 

(The accompanying notes are an integral part of these condensed interim consolidated financial statements)

 

F-2

 

 

CLEARMIND MEDICINE INC.

Condensed Interim Statements of Changes in Shareholders’ Equity

(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, 2025     15,883     $ 26,402,659     $ 459,341     $ 2,231,570     $ (21,250 )   $ (27,879,724 )   $ 1,192,596  
Net loss for the period     –       –       –       –       –       (6,809,527 )     (6,809,527 )
Exercise of warrants (Notes 7c(ii, vii, ix))     94,454       745,671       –       –       –       –       745,671  
Issuance of common shares upon vesting of restricted share units (Notes 7c(iii, v))     388       64,340       –       (64,340 )     –       –       –  
Exercise of prefunded warrants     60,000       1,410,000       –       (1,410,000 )     –       –       –  
Issuance of shares upon conversion of convertible loans (Notes 6, 7c(viii))     1,778,626       8,899,559       –       –       –       –       8,899,559  
Issuance of common shares (Note 7c(i))     117,970       7,245,761       –       –       –       –       7,245,761  
Share-based compensation (Notes 7c(iv,vi, x), 9, 10)     77,890       262,504       –      

1,414,340

       –       –       1,676,844  
Balance, July 31, 2026     2,145,211     $ 45,030,494     $ 459,341     $ 2,171,570     $ (21,250 )   $ (34,689,251 )   $ 12,950,904  
                                                         
Balance, October 31, 2024     10,667     $ 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     776       437,007       –       –       –       –       437,007  
Issuance of common shares upon vesting of restricted share units     2,010       964,836       –       (964,836 )     –       –       –  
Share-based compensation     –       –       –       690,250       –       –       690,250  
Balance, July 31, 2025     13,453     $ 25,570,099     $ 459,341     $ 2,249,360     $ (21,250 )   $ (27,191,882 )   $ 1,065,668  

 

(*) On December 15, 2025, the Company effected a 1-for-40 reverse split of its issued and outstanding common shares and on May 21, 2026, the Company effected a further 1-for-10 reverse split of its issued and outstanding common shares. Following the Reverse Splits, holders of the Company’s common shares received 0.0025 of a common share for every one common share held. All share amounts have been retroactively adjusted for all periods presented.

 

(The accompanying notes are an integral part of these condensed interim consolidated financial statements)

 

F-3

 

 

CLEARMIND MEDICINE INC.

Condensed Interim Consolidated Statements of Cash Flows

(Expressed in United States Dollars)

(Unaudited)

 

    Nine months ended
July 31,		  
    2026     2025  
Operating activities                
Net loss for the period   $ (6,809,527 )   $ (3,169,141 )
                 
Adjustments for:                
Amortization of intangible assets     8,193       8,193  
Amortization of right-of-use asset     33,254       28,338  
Interest on lease liability     3,252       3,204  
Exchange rate differences     1,950       (1,205 )
Changes in fair value of derivative warrant liabilities     (496,061 )     (1,319,081 )
Interest on convertible loans     886,310       –  
Changes in fair value of short-term investments     (803,660 )     292,390  
Share-based compensation     1,676,844       690,250  
Changes in working capital:                
(Increase) decrease in other receivables     (110,407 )     15,323  
Increase in prepaid expenses     (62,573 )     (70,527 )
Increase in accounts payable and accrued liabilities     35,545       116,007  
Decrease in amounts due to / from related parties     (146,619 )     (42,422 )
Net cash used in operating activities     (5,783,499 )     (3,448,671 )
                 
Investing activities                
Acquisition of short-term investment (Note 3)     (650,001 )     (200,000 )
Proceeds from sale of short-term investments (Note 3)     1,842       195,914  
Exercise of warrants held as short-term investment (Note 3)     (780,000 )     –  
Changes in restricted cash     –       (13,498 )
Net cash used in investing activities     (1,428,159 )     (17,584 )
                 
Financing activities                
Proceeds received from issuance of shares (Note 7c (i))     7,245,761       –  
Proceeds received from convertible loans (Note 6)     7,875,000       –  
Proceeds received from exercise of warrants (Notes 7c (ii, vii, ix))     246,691       415,086  
Repayment of lease liabilities     (36,829 )     (31,384 )
Net cash generated from financing activities     15,330,623       383,702  
Effect of foreign exchange rate changes on cash and cash equivalents     (6,813 )     4,078  
Net increase (decrease) in cash and cash equivalents     8,112,152       (3,078,475 )
Cash and cash equivalents at beginning of period     3,923,058       6,573,813  
Cash and cash equivalents at end of period   $ 12,035,210     $ 3,495,338  
                 
Supplementary disclosure of cash flow information:                
Cash received as interest   $ 213,635     $ 108,536  
Cash paid in respect of taxes     67,624       213,727  
Cash paid as interest on lease liability     3,252       3,204  
Non-cash financing and investing activities                
Issuance of shares upon conversion of convertible loans (Notes 6,7c (viii))   $ 8,899,559     $ –  
Right of use assets obtained in exchange for lease liabilities   $ 186,966     $ –  

 

(The accompanying notes are an integral part of these condensed interim consolidated financial statements)

 

F-4

 

 

CLEARMIND MEDICINE INC.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in United States Dollars)

(Unaudited)

 

1. Nature of Operations and Going Concern

 

  a. Clearmind Medicine Inc. (the “Company”) was incorporated in the province of British Columbia on 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 group. The Company’s wholly-owned Canadian subsidiary, Clearmind Labs Corp., holds part of the group’s IP. The Company’s wholly-owned Canadian subsidiary, Clearmind Buzz Inc. was incorporated in Ontario, Canada on March 18, 2026 is currently inactive.

 

The Company trades under the symbol “CMND” on the Nasdaq Capital Market. 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, 2026, the Company had not generated any revenues and had negative cash flows from operations of $5,783,499. As of July 31, 2026, the Company had an accumulated deficit of $34,689,251. 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 splits

 

On December 15, 2025, the Company effected a 1-for-40 reverse split of its issued and outstanding common shares and on May 21, 2026, the Company effected a further 1-for-10 reverse split of its issued and outstanding common shares (collectively, the “Reverse Splits”). Following the Reverse Splits, holders of the Company’s common shares received 0.0025 of a common share for every- one common share held. All share amounts have been retroactively restated for all periods presented.

 

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 splits for all periods presented, unless explicitly stated otherwise.

 

F-5

 

 

CLEARMIND MEDICINE INC.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in United States Dollars)

(Unaudited)

 

1. Nature of Operations and Going Concern (continued)

 

  d. On October 7, 2023, Hamas launched a series of attacks on civilian and military targets in Southern Israel and Central Israel, to which the Israel Defense Forces responded. In addition, Iran, Hezbollah and the Houthi movement attacked military and civilian targets in Israel, to which Israel responded, including through increased air and/or ground operations in Lebanon, Syria, Yemen and Iran. Following years of conflict in the region, on October 9, 2025, Israel, Hamas, the United States and other countries in the region agreed to a framework for a ceasefire in Gaza between Israel and Hamas. On February 28, 2026, the United States and Israel launched joint combat operations in Iran to which Iran and Hezbollah responded with ballistic missile and drone attacks on Israel as well as other countries and U.S. military bases in the region. Although the United States and Iran have announced ceasefire and de-escalation arrangements from time to time, including a memorandum of understanding entered into on June 17, 2026 that contemplates the termination of military operations on multiple fronts, hostilities have resumed and may continue or escalate. How long and how severe the current conflicts in Gaza, Northern Israel, Lebanon, Iran or the broader region last and become is unknown at this time and any continued clash among Israel, Hamas, Hezbollah, Iran or other countries or militant groups in the region may escalate in the future into a greater regional conflict. The intensity and duration of the security situation in Israel have been difficult to predict, as are the economic implications on the Company’s business and operations and on Israel’s economy in general. 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, 2026.

 

2. Material Accounting Policy Information

 

  a. Basis of Presentation

 

The accompanying condensed interim 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., Clearmind Labs Corp. and Clearmind Buzz Inc, incorporated in Ontario, Canada on March 18, 2026, and currently 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”).

 

These unaudited condensed interim consolidated financial statements have been prepared in accordance with the requirements of International Accounting Standard IAS 34 “Interim Financial Reporting” as issued by the IASB. They do not include all the information required in annual financial statements in accordance with IFRS accounting standards and should be read in conjunction with the annual financial statements of the Company for the year ended October 31, 2025.

 

  b. Condensed Interim Consolidated 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, 2025 and the notes thereto (the “2025 Annual Report”).

 

F-6

 

 

CLEARMIND MEDICINE INC.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in United States Dollars)

(Unaudited)

 

2. Material Accounting Policy Information (continued)

 

The condensed interim consolidated financial statements have been prepared on the same basis as the 2025 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, 2026 are not necessarily indicative of the results for the year ending October 31, 2026, or for any future period.

 

As of July 31, 2026, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2025 Annual Report.

 

  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 their 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 twelve 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-7

 

 

CLEARMIND MEDICINE INC.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in United States Dollars)

(Unaudited)

 

3. Short-term Investments

 

    October 31,
2025		     Additions     Disposals     Changes in
fair value		     July 31,
2026		  
Polyrizon Ltd. (1)   $ 886     $ -     $ (1,842 )   $ 956     $ -  
Taurus Gold Corp. (2) – shares and warrants (see also note 11(a))     1,661,521       -       -       (715,698 )     945,823  
Quantum X Labs Inc. (3) – shares and warrants (see note 11(a))     -       1,430,001       -       1,518,402       2,948,403  
    $ 1,662,407     $ 1,430,001     $ (1,842 )   $ 803,660     $ 3,894,226  

 

    October 31,
2024		     Additions     Disposals     Changes in
fair value		     October 31,
2025		  
Polyrizon Ltd. (1)   $ 289,388     $ 200,000     $ (186,072 )   $ (302,430 )   $ 886  
Taurus Gold Corp. – shares and warrants     -       514,591       -       1,146,930       1,661,521  
    $ 289,388     $ 714,591     $ (186,072 )   $ 844,500     $ 1,662,407  

 

(1)

On March 31, 2025, the Company subscribed for shares, pre funded warrants and warrants to purchase shares of Polyrizon (“Polyrizon Shares”). As of October 31, 2025, following the exercise and sale of certain Polyrizon Shares, the Company retained a balance of 145 Polyrizon shares.

 

On November 28, 2025, Polyrizon effected a reverse share split of its ordinary shares at the ratio of 1-for-6, such that each six (6) ordinary shares, no par value, were consolidated into one (1) ordinary share, no par value. All the Polyrizon Shares and price per Polyrizon share information have been retroactively adjusted in these financial statements.

 

On July 16, 2026, the Company sold the 145 Polyrizon Shares.

 

(2) During October 2025, the Company subscribed for 13,020,000 shares (“Taurus Shares”) and 13,020,000 warrants (“October 2025 Taurus Warrants”) of Taurus Gold Corp. (“Taurus”) at a cost of $466,441. Each October 2025 Taurus Warrant can be exercised into one ordinary share of Taurus at an exercise price of CAD$0.064 per share, subject to certain adjustments, including a cashless exercise mechanism. The October 2025 Taurus Warrants expire on October 31, 2028. The Black-Scholes pricing model was used to measure the October 2025 Taurus Warrants with the following assumptions: share price of CAD$0.07, volatility of 70%, risk-free interest rate of 2.88% and expected life of 2.25 years.

 

During October 2025, the Company also purchased an additional 111,065 Taurus Shares from a third party investor and paid $48,150.

 

(3) On March 4, 2026, the Company invested $650,001 in Quantum X Labs Inc. (formerly known as Viewbix Inc.) (“QXL”) and received 371,429 shares (the “QXL Shares”) and 297,143 warrants (the “QXL Warrants”). The QXL Warrants expire on March 5, 2031. The Black-Scholes pricing model was used to measure the QXL Warrants with the following assumptions: share price of $3.11, volatility of 86.35%, risk-free interest rate of 4.02% and expected life of 4.85 years. QXL is an advanced technologies company that combines digital advertising activities with a strategic move into quantum and AI technologies. On June 26, 2026, the Company paid $780,000 to exercise the QXL Warrants and received 297,143 QXL shares.

 

The Taurus Shares, Polyrizon Shares and QXL Shares are recorded at fair value in the Company’s Consolidated Statement of Financial Position. The October 2025 Taurus Warrants and QXL Warrants were recorded at their fair value as a derivative asset at the time of the grant and are revalued at the end of each reporting period. The changes in fair value of short-term investment were recorded to the Condensed Interim Consolidated Statements of Operations and Comprehensive Loss.

 

F-8

 

 

CLEARMIND MEDICINE INC.

Notes to the Condensed Interim Consolidated Financial Statements 

(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,  
    2026     2025     2026     2025  
                         
Officers:                        
Consulting fees   $ 134,481     $ 87,496     $ 439,074     $ 256,053  
Share based compensation     -       -       -       117,902  
    $ 134,481     $ 87,496     $ 439,074     $ 373,955  
Directors:                                
Directors’ fees   $ 89,952     $ 69,663     $ 420,444     $ 245,996  
Share based compensation     -       -       -       195,101  
    $ 89,952     $ 69,663     $ 420,444     $ 441,097  

 

  (ii) Balances with related parties

 

    July 31,     October 31,  
    2026     2025  
Amounts owed to officers   $ 45,857     $ 29,761  
Amounts owed to directors     23,828       30,471  
    $ 69,685     $ 60,232  

 

  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 its and SciSparc’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 will enter into a joint venture where the parties share the economics and rights on a 50%-50% basis. To date, no determination has been made to pursue the joint venture and the development of the molecule remains in a very early stage.

 

For the three and nine months ended July 31, 2026, the Company incurred research and development expenses conducted within the framework of the Cooperation Agreement in the amount of $35,309 and $157,124, respectively (three and nine months ended July 31, 2025- $39,270 and $85,779 respectively). As of July 31, 2026, $440,904 is owed to the Company by SciSparc (October 31, 2025 - $286,488).

 

F-9

 

 

CLEARMIND MEDICINE INC.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in United States Dollars)

(Unaudited)

 

5. Derivative warrant liabilities

 

  a. On April 6, 2023, the Company issued 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 warrants, stock splits, reclassifications, subdivisions, and other similar transactions 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. The number of April 2023 Warrants does not change, however, the number of shares issued upon the exercise of the April 2023 Warrants have changed, subject to the adjustment noted above (“Warrant Shares”).

 

On November 14, 2025, April 2023 Warrants were exercised for 1,305 common shares (see note 8(a)).

 

  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 warrants, stock splits, reclassifications, subdivisions, and other similar transactions 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. The number of September 2023 Warrants does not change, however, the number of shares issued upon the exercise of the September 2023 Warrants have changed, subject to the adjustment noted above.

 

  c. On January 16, 2024, the Company issued 1,500,000 warrants with an exercise price of $640.0 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 warrants, stock splits, reclassifications, subdivisions, and other similar transactions 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. The number of January 2024 Warrants does not change, however, the number of shares issued upon the exercise of the January 2024 Warrants have changed, subject to the adjustment noted above.

On November 14, 2025, January 2024 Warrants were exercised into 3,923 common shares, on April 21, 2026, January 2024 Warrants shares were exercised into 22,785 common shares, on May 29, 2026, January 2024 Warrants shares were exercised into 36,696 common shares, on June 8, 2026, January 2024 Warrants shares were exercised into 4,375 common shares and on June 15, 2026, January 2024 Warrants shares were exercised into 25,370 common shares. (see note 8(a)).
     
  d. On December 15, 2025, following the Reverse Split of the Company shares noted above, the exercise prices of the January 2024 Warrants were reduced to $25.607. On February 13, 2026, following the conversions of the Promissory Notes, the exercise prices of the April 2023 Warrants, the September 2023 Warrants and the January 2024 Warrants were reduced to $12.50. On April 15, 2026, following the conversions of the Promissory Notes, the exercise prices of the April 2023 Warrants, the September 2023 Warrants and the January 2024 Warrants were reduced to $6.00. On May 21, 2026, the Company effected a reverse share split of the Company’s common shares at the ratio of 1-for-10 reverse split of its issued and outstanding common shares. The reverse split has triggered an adjustment to the exercise price and the number of warrants shares issuable pursuant to the January 2024 Warrants. The new exercise price of the January 2024 Warrants is $2.2338 per Common Share. On June 18, 2026, following the conversions of the Promissory Notes, the exercise prices of the April 2023 Warrants, the September 2023 Warrants and the January 2024 Warrants were reduced to $1.875. For further details of the ratio of warrant shares issuable and outstanding in relation to the April 2023 Warrants, the September 2023 Warrants and the January 2024 Warrants, see detailed table in note 8.
     
  e. During the three and nine months ended July 31, 2026, the Company recorded a gain on the revaluation of the total derivative warrant liabilities of $582,570 and $496,061, respectively, in the Condensed Interim Consolidated Statements of Operations and Comprehensive Loss.

 

  f. The binomial model was used to measure the derivative warrant liability with the following assumptions:

 

    July 31,
2026		  
Share Price   $ 1.690  
Exercise Price   $ 1.875  
Expected life     1.68 – 2.46 years  
Risk-free interest rate     3.83 – 4.31 %
Dividend yield     0.00 %
Expected volatility     127.28 – 166.50 %

 

  g. The following table presents the changes in the derivative warrant liability during the period:

 

Balance as of October 31, 2024   $ 3,519,702  
Exercise of warrants     (21,921 )
Change in fair value of warrants     (1,128,586 )
Balance as of October 31, 2025   $ 2,369,195  
Exercise of warrants     (498,980 )
Change in fair value of warrants     (496,061)  
Balance as of July 31, 2026   $ 1,374,154  

 

F-10

 

 

CLEARMIND MEDICINE INC.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in United States Dollars)

(Unaudited)

 

6. Convertible loans

 

On September 17, 2025, the Company entered into a share purchase agreement (“SPA”) with two third parties (the “CLA Investors”). Pursuant to the SPAs, the Company shall issue and sell to the CLA Investors, from time to time as provided therein, promissory notes, in the aggregate principal amount of $2.5 million, for an aggregate purchase price of $2.25 million (90% of the subscription amount) (“Promissory Notes”).

 

On February 9, 2026, the Company and the CLA Investors amended the Floor Price of the Promissory Notes to $12.50.

 

On April 15, 2026, the Company and the CLA Investors amended the Floor Price (as defined below) of the Promissory Notes to $6.00.

 

On April 30, 2026, the Company and the CLA Investors entered into an amendment to the SPAs pursuant to which the Initial Subscription Amount was increased by $8.15 million, such that the aggregate principal amount of Promissory Notes that the Company may issue and sell from time to time to the CLA Investors as of such date is $10.0 million, or the Subscription Amount, for an aggregate purchase price of $9.0 million (90% of the Subscription Amount) as of such date. Concurrently and subsequent to this amendment, including additional note purchases throughout the period, the total Promissory Notes in the aggregate principal amount of $11.25 million (including the Initial Subscription Amount and all subsequent issuances) and accrued interest due under the Promissory Notes were converted into 1,802,622 common shares. Due to certain blocker arrangements in the Promissory Notes, 21,858 common shares are held by the Company as abeyance shares and were issued subsequent to the reporting date on September 2, 2026.

 

On May 29, 2026, the Company and the CLA Investors amended the Floor Price (as defined below) of the Promissory Notes to $2.2338.

 

On June 18, 2026, the Company and the CLA Investors amended the Floor Price (as defined below) of the Promissory Notes to $1.875.

 

During the nine months ended July 31, 2026, the CLA Investors purchased additional Promissory Notes in the aggregate principal amount of $8,750,000, for an aggregate purchase price of $7,875,000.

 

During the nine months ended July 31, 2026, the CLA Investors converted Promissory Notes in the aggregate amount of $8,899,559 into 1,778,626 common shares. See Note 7(c)(viii). See note 15(a).
 
The conversions of the Promissory Notes triggered an adjustment to the exercise price and the number of warrant shares issuable pursuant to the April 2023 Warrants, September 2023 Warrants and January 2024 Warrants. The new exercise price of the warrants is $1.875 per Common Share and entitles the warrant holders to a total of 1,010,773 common shares. See note 15(b).

 

The finance expense on the First and Second Initial Promissory Notes recorded during the period ended July 31, 2026 amounted to $886,310.

 

Management has elected to designate the instrument at fair value through profit or loss under IFRS 9.4.3.5 at initial recognition for the Company’s promissory notes and therefore, the Company measures the entire hybrid contract (host and variable conversion feature) at Fair Value Through Profit or Loss (FVTPL). No embedded derivative is separated under IFRS 9 and no amortized-cost accounting or effective interest method applies. The Company records the carrying amount as fair value of the instrument under IFRS 13 and fair value is based on the fair value of the shares that the noteholder would receive if conversion occurred on the reporting date, adjusted for credit risk, non-performance risk, and contractual settlement terms.

 

    Convertible
loans		  
       
Balance, October 31, 2024   $ -  
Proceeds received from issuance of convertible loans     2,250,000  
Finance expenses     209,196  
Issuance of shares upon conversion of convertible loans     (699,130 )
Balance, October 31, 2025   $ 1,760,066  
Proceeds received from issuance of convertible loans     7,875,000  
Finance expenses     886,310  
Issuance of shares upon conversion of convertible loans     (8,899,559 )
Balance, July 31, 2026   $ 1,621,817  

 

F-11

 

 

CLEARMIND MEDICINE INC.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in United States Dollars)

(Unaudited)

 

7. Share Capital

 

  a. The Company’s authorized share capital comprises unlimited common shares without par value. As of July 31, 2026, 2,145,211 (October 31, 2025 – 15,883) common shares were issued and outstanding.

 

  b. On December 15, 2025, the Company effected a 1-for-40 reverse split of its issued and outstanding common shares and on May 21, 2026, the Company effected a further 1-for-10 reverse split of its issued and outstanding common shares. Following the Reverse Splits, holders of the Company’s common shares received 0.0025 of a common share for every one common share held. All share amounts have been retroactively restated for all periods presented.

 

  c. Share transactions during the nine months ended July 31, 2026:

 

  (i) On November 13, 2025, the Company entered into a securities purchase agreement with investors for the purchase and sale of (i) 2,396 common shares, and (ii) pre-funded warrants to purchase up to 7,460 common shares, in a registered direct offering, (the “First November 2025 Offering”) at a purchase price of $80.00 per common share and $79.96 per pre-funded warrant. The pre-funded warrants are immediately exercisable at an exercise price of $0.04 per common share, subject to adjustment as set forth therein, and will not expire until exercised in full. The November 2025 Offering closed November 13, 2025. The aggregate gross proceeds to the Company were approximately $788,000.

 

On November 17, 2025, the Company entered into a securities purchase agreement with investors for the purchase and sale of (i) 9,979 common shares, and (ii) pre-funded warrants to purchase up to 3,795 common shares, in a registered direct offering, (the “Second November 2025 Offering”) at a purchase price of $100.00 per common share and $99.96 per pre-funded warrant. The pre-funded warrants are immediately exercisable at an exercise price of $0.04 per common share, subject to adjustment as set forth therein, and will not expire until exercised in full. The Second November 2025 Offering closed November 17, 2025. The aggregate gross proceeds to the Company were approximately $1,377,000.

 

On November 19, 2025, the Company entered into a securities purchase agreement with investors for the purchase and sale of 27,313 common shares in a registered direct offering (the “Third November 2025 Offering”) at a purchase price of $80.00 per common share. The Third November 2025 Offering closed November 20, 2025. The aggregate gross proceeds to the Company were approximately $2,185,000.

 

On November 26, 2025, the Company entered into a securities purchase agreement with investors for the purchase and sale of (i) 19,862 common shares, and (ii) pre-funded warrants to purchase up to 7,165 common shares, in a registered direct offering (the “Fourth November 2025 Offering”) at a purchase price of $48.00 per common share and $47.96 per pre-funded warrant. The pre-funded warrants are immediately exercisable at an exercise price of $0.04 per common share, subject to adjustment as set forth therein, and will not expire until exercised in full. The Fourth November 2025 Offering closed November 26, 2025. The aggregate gross proceeds to the Company were approximately $1,297,000.

 

On December 3, 2025, the Company entered into a securities purchase agreement with investors for the purchase and sale of 40,000 common shares, in a registered direct offering (the “December 2025 Offering”) at a purchase price of $40.00 per common share. The December 2025 Offering closed December 4, 2025. The aggregate gross proceeds to the Company were approximately $1,600,000.

 

  (ii) On November 14, 2025, April 2023 Warrants and January 2024 Warrants were exercised into 5,228 shares, resulting in gross proceeds of $183,122.

 

  (iii) On November 24, 2025, the Company issued 188 common shares in respect of restricted share units (“RSUs”) that had been fully vested. The RSUs had an aggregate fair value of $60,000 at the time of issuance.

 

  (iv) On February 2, 2026, the Company issued 60,000 pre-funded warrants to purchase 60,000 shares of the Company to two third party consultants in respect of services provided during the three months ended January 31, 2026 and during March 2026, 60,000 pre-funded warrants were converted to 60,000 shares.

 

  (v) On April 20, 2026, 200 common shares were issued in respect of RSU’s that had been fully vested. The RSU’s had a fair value of $4,340 at the time of issuance.

 

  (vi) On April 20, 2026, 18,230 common shares with a fair value of $131,252 were issued to consultants in respect of services.

 

  (vii) On April 21, 2026, January 2024 Warrants were exercised into 22,785 shares, resulting in gross proceeds of $45,420.

 

  (viii) During the nine months ended July 31, 2026, the CLA Investors converted Promissory Notes into 1,778,626 common shares. (See Note 6).

 

  (ix)

During May and June 2026, January 2024 Warrants were exercised into 66,441 shares, resulting in gross proceeds of $18,149.

 

(x) On July 6, 2026, 59,660 common shares with a fair value of $131,252 were issued to consultants in respect of services.

 

F-12

 

 

CLEARMIND MEDICINE INC. 

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in United States Dollars)

(Unaudited)

 

8. Warrants

 

  a. The following table summarizes the changes in the Company’s warrants:

 

    Number of
warrants		  
Balance, October 31, 2024     4,429,547  
Exercise of warrants     (547,921 )
Expiration of warrants     (75 )
         
Balance, October 31, 2025     3,881,551  
Number of shares to be issued from the exercise of these warrants, October 31, 2025     91,741  
         
Balance, October 31, 2025     3,881,551  
Exercise of warrants     (866,642 )
Balance, July 31, 2026 (*)     3,014,909  
Number of shares to be issued from the exercise of these warrants     1,010,773  

 

(*) See note 15(b) for details of further price changes post period end.

 

b. As of July 31, 2026, 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       5     C $ 136,782.75     $ 97,500.00     November 17, 2027
  602,039       247,338     $ 1.875     $ 1.875     April 5, 2028
  2,024,739       335,242     $ 1.875     $ 1.875     September 17, 2028
  386,208       428,188     $ 1.875     $ 1.875     January 15, 2029
  3,014,909       1,010,773                      

 

F-13

 

 

CLEARMIND MEDICINE INC. 

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in United States Dollars)

(Unaudited)

 

9. Stock Options

 

  a. On January 6, 2025, the shareholders of the Company approved the Company’s 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 common shares outstanding at the date of the grant.

 

  b. As of July 31, 2026, there are 6 options outstanding with a weighted average exercise price of C$252,000.00 ($179,627.91) per stock option (October 31, 2025 – 14 options outstanding with a weighted average exercise price of C$240,212.50 ($171,360.00)).

 

  c. The portion of the total fair value of stock options expensed during the nine months ended July 31, 2026, was $Nil (three and nine months ended July 31, 2025 $nil and $3,264, respectively), which was recorded in share-based compensation expense. The options are fully vested and the expiration dates are between December 8, 2031 and February 1, 2032.

 

F-14

 

 

CLEARMIND MEDICINE INC. 

Notes to the Condensed Interim Consolidated Financial Statements 

(Expressed in United States Dollars)

(Unaudited)

 

10. 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, 2024     661     $ 1,020.00     $ 720.00  
                         
Granted     1,757       647.50       456.80  
Exercised     (2,227 )     692.40       493.20  
                         
Balance, October 31, 2025     191     $ 1,208.60     $ 1,016.80  
                         
Granted (i)     200       29.40       21.70  
Exercised     (388 )     232.90       166.00  
                         
Balance, July 31, 2026     3     $ 8,559.89     $ 6,101.57  

 

(i) During the nine months ended July 31, 2026, the Company issued 200 RSUs to consultants, directors and officers. The RSUs vested with a fair value of $4,340 (2025 - $686,986). The RSUs are all fully vested and exercisable.

 

11. 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, 2026, 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,
2026		  
Short-term investment- Taurus shares   $ 655,196     $ –     $ –     $ 655,196  
Short-term investment- Taurus Warrants     –       –       290,627       290,627  
Short-term investment- QXL Shares     2,948,403       –       –       2,948,403  
Convertible loans     –       (1,621,817 )     –       (1,621,817 )
Derivative warrant liabilities     –       –       (1,374,154 )     (1,374,154 )

 

 

F-15

 

 

CLEARMIND MEDICINE INC. 

Notes to the Condensed Interim Consolidated Financial Statements 

(Expressed in United States Dollars)

(Unaudited)

 

11. Financial Instruments and Risk Management (continued)

 

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, 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
October 31,
2025		  
Short-term investment- Polyrizon shares   $ 886     $ –     $ –     $ 886  
Short-term investment- Taurus shares     1,030,402       –       –       1,030,402  
Short-term investment- Taurus Warrants     –       –       631,119       631,119  
Convertible loans     –       (1,760,066 )     –       (1,760,066 )
Derivative warrant liabilities     –       –       (2,369,195 )     (2,369,195 )

 

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 Israeli subsidiary operates in Israel and has certain monetary financial instruments denominated in New Israeli Shekel and Canadian Dollars. 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 of July 31, 2026. 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, 2026.

 

Cash and cash equivalents   $ 118,409  
Other receivables     149,643  
Accounts payable and accrued liabilities     (82,726 )
Due to related parties     (69,685 )
Total foreign currency financial assets and liabilities   $ 115,641  
         
Impact of a 10% strengthening or weakening of foreign exchange rate   $ 11,564  

 

F-16

 

 

CLEARMIND MEDICINE INC. 

Notes to the Condensed Interim Consolidated Financial Statements 

(Expressed in United States Dollars)

(Unaudited)

 

11. Financial Instruments and Risk Management (continued)

 

  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, 2026 and October 31, 2025:

 

July 31, 2026   Total     Within
1 year		     Within
2-5 years		  
Accounts payable and accrued liabilities   $ 718,779     $ 718,779     $ –  
Due to related parties     69,685       69,685       –  
Lease liability     176,447       74,527       101,920  
Convertible loans     1,621,817       1,621,817       –  
    $ 2,586,728     $ 2,484,808     $ 101,920  

 

October 31, 2025   Total     Within
1 year		     Within
2-5 years		  
Accounts payable and accrued liabilities   $ 682,163     $ 682,163     $      –  
Due to related parties     60,232       60,232       –  
Lease liability     18,800       18,800       –  
Convertible loans     1,760,066       1,760,066          
    $ 2,521,261     $ 2,521,261     $ –  

 

12. 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 for the nine months ended July 31, 2026.

 

F-17

 

 

CLEARMIND MEDICINE INC. 

Notes to the Condensed Interim Consolidated Financial Statements 

(Expressed in United States Dollars)

(Unaudited)

 

13. Segmented Information

 

As of July 31, 2026, the Company has one operating segment, being the research and development of novel psychedelic medicine, which takes place primarily in Israel.

 

14. Commitments

  

  a. On December 19, 2022, the Company entered into a license agreement with Yissum Research Development Company of the Hebrew University of Jerusalem, which provides the Company with an exclusive, perpetual, worldwide and sublicensable license to use the joint patents that the Company has with Yissum to further develop, manufacture and commercialize products for innovative treatment in the relevant fields such as metabolic syndrome and anti-obesity (the “Yissum Metabolic Syndrome License Agreement”). According to the Yissum Metabolic Syndrome License Agreement, the Company shall pay Yissum royalties at the rate of 1.5% 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 Metabolic Syndrome License Agreement. The Company will also pay Yissum different payments when reaching several milestones. In April 2025, the Yissum Metabolic Syndrome License Agreement was amended to add additional joint patents.

 

  b. 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.

 

  c. On March 19, 2024, the Company entered into a second 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 PTSD 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 PTSD License Agreement) vest solely in Yissum, and the Company shall hold and make use of the license granted. Subject to Yissum’s ownership rights, all rights in results of the Company’s development shall be solely owned by the Company.

 

  d. On March 31, 2024, the Company entered into a third 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 on 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 Yissum’s ownership rights, all rights in results of the Company’s development shall be solely owned by the Company.

 

F-18

 

 

CLEARMIND MEDICINE INC. 

Notes to the Condensed Interim Consolidated Financial Statements 

(Expressed in United States Dollars)

(Unaudited)

 

14. Commitments (continued)

 

  e. On June 13, 2024, the Company entered into an agreement with a third party for the lease of office space in Tel Aviv, Israel, having a total area of approximately 386 square meters. The Company occupies approximately 40 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. On February 10, 2026, the agreement was renewed through to March 31, 2028. On July 15, 2026, an addendum was signed to the original lease agreement dated December 31, 2015 (relating to the property at 20 Raul Wallenberg Street, Tel Aviv, with a total area of approximately 386 square meters). Under this addendum, effective as of September 10, 2026, all rights and obligations in the property were assigned from the outgoing tenant to the “incoming tenant” (a group of companies that includes the Company, Clearmind Med Ltd.). The Company (via the incoming tenant group) occupies approximately 125 square meters of the space for its offices. The lease term was extended by an additional 36 months, from September 10, 2026, to September 10, 2029. The rent during the extended period was set at ILS 80 per square meter, totaling ILS 30,880 per month for the entire area (with the Company’s allocated share amounting to approximately ILS 10,036 per month, equivalent to approximately $3,300), plus VAT and linked to the July 2026 Consumer Price Index/Construction Input Index. Clearmind Med Ltd. will provide the landlord with a bank guarantee to secure the obligations of the incoming tenant.

 

15. Subsequent Events

 

a. On September 2, 2026, the Company and the CLA Investors entered into a conversion agreement pursuant to which each of the two CLA Investors converted an aggregate of $687,500 (or $696,079.50 including accrued interest thereon) under the Promissory Notes at an agreed conversion price of $1.00 per common share. In addition, the Company and the CLA Investors agreed that floor price in the form of Promissory Note attached to the SPAs shall be amended to $1.00 per common share. As of the date of this report, 1,200,000 common shares have been issued to the holders, and 192,159 are held as abeyance shares.

 

b. On September 3, 2026, the conversions of the Promissory Notes triggered an adjustment to the exercise price and the number of warrant shares issuable pursuant to the April 2023 Warrants, September 2023 Warrants and January 2024 Warrants. The new exercise price of the warrants is $1.00 per Common Share and entitles the warrant holders to a total of 1,895,189 common shares.

 

c. On September 4, 2026, the Company entered into a definitive agreement (“Agreement”) to acquire a 51% stake in Charging Robotics, an intelligent EV (electric vehicles) wireless charging solutions for automated parking systems and autonomous mobile platforms company (“Charging Robotics”).

 

Charging Robotics develops dedicated intelligent wireless charging systems designed specifically for automated parking facilities, autonomous mobile platforms, and robotaxi operations, environments where conventional cables and plug-in infrastructure cannot operate. Its proprietary technology delivers continuous charging of up to 10 kW, with smart vehicle communication and dynamic energy management that allocates power in real time. The system integrates directly into robotic parking platforms and autonomous vehicle workflows, requiring no manual connection and no traditional charging stations. The technology is designed to make EV charging a background function of smart parking and autonomous mobility, improving utilization, safety, and the end-user experience in dense urban settings.

 

Under the terms of the Agreement, Clearmind acquired the majority stake of Charging Robotics for an aggregate purchase price of $2.5 million (the “Acquisition”). In addition, in connection with and as a condition to the closing of the Acquisition (the “Closing”), the Company extended a loan to Charging Robotics in the principal amount of $1.5 million (the “Loan”). The Loan bears interest at a rate of 4% per annum.

 

Unless earlier repaid, the outstanding principal amount of the Loan, together with accrued and unpaid interest, will become due and payable on the three-year anniversary of the Closing. If, as of that date, Charging Robotics has not generated positive cash flow from its operating and financing activities, together with available financing sources, sufficient to repay the outstanding loan amount, as reflected in its most recently completed financial statements prepared in accordance with IFRS, the repayment date will automatically be extended until the first date on which Charging Robotics has generated such cash flow and available financing sources. During any extension period, the outstanding principal amount will continue to accrue interest at the rate of 4.0% per annum.

 

The funding of the Loan occurred on September 3, 2026 and the closing of the Acquisition occurred on September 6, 2026.

 

F-19