Clearmind Medicine Inc. Closes US$2.4 Million Registered Direct and Private Placement

TEL AVIV, ISRAEL / VANCOUVER, CANADA, Jan. 16, 2024 (GLOBE NEWSWIRE) -- Clearmind Medicine Inc. (NASDAQ: CMND) (the “Company”), a biotech company focused on discovery and development of novel psychedelic-derived therapeutics to solve major under-treated health problems, today announced the closing of its previously announced definitive agreements with institutional investors for the purchase and sale of Common Shares and Pre-Funded Warrants in a registered direct offering. In a concurrent private placement, the Company also agreed to sell to the same investors, Common Warrants. Aggregate gross proceeds to the Company from both transactions were approximately $2.4 million.

The transactions consisted of the sale of an aggregate of 1,500,000 Common Units (or Pre-Funded Units), each consisting of one Common Share or Pre-Funded Warrant and one (1) PIPE Common Warrant to purchase one (1) Common Share per warrant at an exercise price of $1.60. The public offering price per Common Unit was $1.60 (or $1.5999 for each Pre-Funded Unit, which is equal to the public offering price per Common Unit sold in the offering minus an exercise price of $0.0001 per Pre-Funded Warrant). The Pre-Funded Warrants were immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded Unit sold in the offering, the number of Common Units in the offering decreased on a one-for-one basis. The PIPE Common Warrants will be exercisable immediately after registration and expire 60 months after the initial issuance date.

The sale of securities was not available to Canadians or residents of Canada.

The Company expects to use the net proceeds from the offerings, together with its existing cash, for general corporate purposes and working capital.

Aegis Capital Corp. acted as Exclusive Placement Agent for the offerings. Greenberg Traurig, P.A. served as U.S. counsel to the Company, and Daniel N. Bloch, Barrister & Solicitor served as Canadian counsel to the Company for the offerings. Kaufman & Canoles, P.C served as counsel to the Placement Agent for the offerings.

The registered direct offering was made pursuant to an effective shelf registration statement on (No. 333-275991) previously filed with the U.S. Securities and Exchange Commission (SEC) and declared effective by the SEC on December 26, 2023. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at [e-mail], or by telephone at [phone].