SEC Form 6-K filed by Clearmind Medicine Inc.
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: December 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
Clearmind Medicine Inc. (the “Company”) is announcing that it will effect a reverse share split of the Company’s common shares at the ratio of 1-for-40, such that each forty (40) common shares, no par value, shall be consolidated into one (1) common share, no par value. The first date when the Company’s common shares will begin trading on the Nasdaq Capital Market after implementation of the reverse split will be Monday, December 15, 2025.
Following the implementation of the reverse split, the Company’s authorized share capital will remain unchanged. The reverse split will adjust the number of issued and outstanding common shares of the Company from 59,991,852 common shares to 1,499,796 common shares (subject to any further adjustments based on the treatment of fractional shares).
No fractional common shares will be issued as a result of the reverse split. All fractional common shares will be rounded up to the nearest whole common share. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding warrants and options entitling the holders to purchase common shares. The new CUSIP number for the common shares will be 185053501.
On December 10, 2025, the Company issued a press release titled “Clearmind Medicine Announces 1-for-40 Reverse Share Split.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This Form 6-K, including the first four paragraphs and the section titled “Forward-Looking Statements” of the press release attached to this Form 6-K as Exhibit 99.1, are incorporated by reference into the Registrant’s Registration Statements on Form F-3 (File Nos. 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.
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EXHIBIT INDEX
| Exhibit No. | ||
| 99.1 | Press release titled: “Clearmind Medicine Announces 1-for-40 Reverse Share Split” |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Clearmind Medicine, Inc. | ||
| (Registrant) | ||
| Date: December 10, 2025 | By: | /s/ Adi Zuloff-Shani |
| Name: | Adi Zuloff-Shani | |
| Title: | Chief Executive Officer | |
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