Clearmind Medicine Inc. Files Amendment to Annual Report

TL;DR

<b>Clearmind Medicine Inc. has filed an amendment to its annual report for the fiscal year ending October 31, 2023, confirming its reporting compliance and share details.</b>

AI Summary

Clearmind Medicine Inc. (CMND) filed a Amended Foreign Annual Report (20-F/A) with the SEC on March 18, 2024. Clearmind Medicine Inc. filed an amendment (20-F/A) to its annual report for the fiscal year ended October 31, 2023. The company's common shares trade under the symbol CMND on The Nasdaq Stock Market LLC. As of October 31, 2023, Clearmind Medicine Inc. had 607,337 common shares outstanding. The filing confirms the company has met its reporting obligations for the preceding 12 months and the past 90 days. The principal executive offices are located at 101-1220 West 6th Avenue, Vancouver, British Columbia.

Why It Matters

For investors and stakeholders tracking Clearmind Medicine Inc., this filing contains several important signals. This amendment provides updated information and confirms the company's adherence to SEC filing requirements, which is crucial for maintaining investor confidence and market access. The filing details the company's share structure and listing on Nasdaq, providing essential information for current and potential investors regarding its public trading status.

Risk Assessment

Risk Level: low — Clearmind Medicine Inc. shows low risk based on this filing. The filing is an amendment to a routine annual report and does not contain new material financial or operational information that would significantly alter the company's risk profile.

Analyst Insight

Review the full amended filing for any specific updates or disclosures that may impact the company's strategic direction or financial health.

Key Numbers

• 607,337 — Common Shares Outstanding (As of October 31, 2023)
• 2023-10-31 — Fiscal Year End (For the reported period)
• 2024-03-18 — Filing Date (Date of the 20-F/A amendment submission)

Key Players & Entities

• Clearmind Medicine Inc. (company) — Filer of the 20-F/A amendment
• CMND (company) — Trading symbol for Clearmind Medicine Inc. common shares
• The Nasdaq Stock Market LLC (company) — Exchange where CMND common shares are traded
• Dr. Adi Zuloff-Shani (person) — Chief Executive Officer of Clearmind Medicine Inc.
• October 31, 2023 (date) — Fiscal year end date for the reported period
• 2024-03-18 (date) — Filing date of the amendment

FAQ

Risk Factors

• Reporting Compliance [low — regulatory]: The company must consistently file all required reports with the SEC to maintain its listing and comply with securities regulations.

Industry Context

Clearmind Medicine Inc. operates in the pharmaceutical preparations industry, focusing on the development of novel therapeutics.

Regulatory Implications

The company is subject to the reporting requirements of the Securities Exchange Act of 1934, including the filing of annual reports (Form 20-F) and amendments.

What Investors Should Do

1. Review the full amended Form 20-F for any new disclosures or changes from the original filing.
2. Monitor future SEC filings for updates on Clearmind Medicine's business operations and financial performance.
3. Verify the company's compliance status and reporting history on SEC's EDGAR database.

Key Dates

• 2023-10-31: Fiscal Year End — Defines the period covered by the annual report.
• 2024-03-18: Filing Date of 20-F/A — Indicates the submission date of the amended annual report.

Year-Over-Year Comparison

This filing is an amendment (20-F/A) to the company's previous annual report, indicating updates or corrections to the initial submission.

Filing Documents

• ea0201881-20fa1_clear.htm (20-F/A) — 852KB
• ea020188101ex15-1_clearmind.htm (EX-15.1) — 2KB
• ea020188101ex15-2_clearmind.htm (EX-15.2) — 3KB
• image_001.jpg (GRAPHIC) — 4KB
• image_002.jpg (GRAPHIC) — 11KB
• ex15-2_001.jpg (GRAPHIC) — 22KB
• 0001213900-24-023593.txt (&nbsp;) — 6229KB
• cmnd-20231031.xsd (EX-101.SCH) — 123KB
• cmnd-20231031_cal.xml (EX-101.CAL) — 43KB
• cmnd-20231031_def.xml (EX-101.DEF) — 328KB
• cmnd-20231031_lab.xml (EX-101.LAB) — 715KB
• cmnd-20231031_pre.xml (EX-101.PRE) — 351KB
• ea0201881-20fa1_clear_htm.xml (XML) — 836KB

Item 18

Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company. Yes No EXPLANATORY NOTE This Amendment No. 1 to the Annual Report on Form 20-F ("Amendment No. 1") is being filed by Clearmind Medicine Inc. (the "Registrant") for the sole purpose of addressing the following items in the Registrant's Annual Report on Form 20-F for the year ended October 31, 2023, filed with the Securities and Exchange Commission on January 29, 2024 (the "Annual Report") and to file the exhibits relating thereto: To revise the report of the predecessor Independent Public Accounting Firm to exclude reference to the audit of retrospective adjustments to comparison financial information for the year ended October 31, 2021 related to the November 28, 2023 reverse share split and change in presentation currency, which reference was dual-dated after the predecessor auditor's registration with the PCAOB was withdrawn, and to re-issue the report of the Independent Registered Public Accounting Firm of the Company's auditors pursuant to the engagement of the Company's auditors in March 2024 to audit such retrospective adjustments to the consolidated financial statements for the year ended October 31, 2021. This Amendment No. 1 consists of: a cover page; this explanatory note; Item 19 (as amended); the signature page; the Registrant's consolidated financial statements, which includes amended Reports of two Independent Registered Public Accounting Firms; and the amended exhibits referenced in Item 19. Other than as expressly set forth herein, this Amendment No. 1 does not, and does not purport to, amend or restate any other information contained in the Annual Report nor does this Amendment No. 1 reflect any events that have occurred after the Annual Report was filed. 1

EXHIBITS

ITEM 19. EXHIBITS. Exhibit No. Exhibit Description 1.1 Articles of Association of the Company, as currently in effect (incorporated herein by reference to Exhibit 3.1 to the registrant's registration statement on Form F-1, as amended, filed with the SEC on August 18, 2022 (File No. 333-265900)). 2.1*

Description of Securities

Description of Securities. 4.1 Form of Underwriter's Warrant (included as Exhibit 4.1 to our Registration Statement on Form F-1 as filed with the Securities and Exchange Commission on November 14, 2022, and incorporated herein by reference). 4.2 Form of Indemnification Agreement (included as Exhibit 10.1 to our Registration Statement on Form F-1 as filed with the Securities and Exchange Commission on November 14, 2022, and incorporated herein by reference). 4.3 Stock Option Plan (included as Exhibit 10.2 to our Registration Statement on Form F-1 as filed with the Securities and Exchange Commission on November 14, 2022, and incorporated herein by reference). 4.4 Subscription Agreement with Medigus Ltd. (included as Exhibit 10.6 to our Registration Statement on Form F-1 as filed with the Securities Exchange Commission on November 14, 2022, and incorporated herein by reference). 4.5 SciSparc Cooperation Agreement (included as Exhibit 10.7 to our Registration Statement on Form F-1 as filed with the Securities Exchange Commission on November 14, 2022, and incorporated herein by reference). 4.6 Amendment to Subscription Agreement with Medigus Ltd. (included as Exhibit 10.8 to our Registration Statement on Form F-1 as filed with the Securities Exchange Commission on September 20, 2022, and incorporated herein by reference). 4.7*# Executive Officer Clawback Policy. 4.8 Form of Placement Agent Agreement by and between the Company and Aegis Capital Corp (included as Exhibit 1.1 to our Report on Form 6-K as filed with the Securities Exchange Commission on April 6, 2023, and incorporated herein by reference). 4.9 Form of Common Warrant (included as Exhibit 4.2 to our Registration Statement on Form F-1 as filed with the Securities Exchange Commission on March 30, 2023, and incorporated herein by reference). 4.10 Form of Pre-Funded Warrant (included as Exhibit 4.1 to our Registration Statement on Form F-1 as filed with the Securities Exchan

SIGNATURES

SIGNATURES The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to the Annual Report filed on its behalf. CLEARMIND MEDICINE INC. Date: March 18, 2024 By: /s/ Dr. Adi Zuloff-Shani Dr. Adi Zuloff-Shani Chief Executive Officer 4 CLEARMIND MEDICINE INC. Consolidated Financial Statements (Expressed in United States Dollars) F-1 CLEARMIND MEDICINE INC. Index of Financial Statements As of October 31, 2023 Page Reports of Independent Registered Public Accounting Firms F-3 (Firm Name: Brightman Almagor Zohar & Co / PCAOB ID No. 1197 ) F-3 (Firm Name: Saturna Group / PCAOB ID No. 3312) F-5 Consolidated Statements of Financial Position F-6 Consolidated Statements of Operations and Comprehensive Loss F-7 Consolidated Statements of Changes in Shareholders' Equity (Deficit) F-8 Consolidated Statements of Cash Flows F-9 Notes to the Consolidated Financial Statements F-10 F-2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Clearmind Medicine Inc. Opinion on the Financial Statements We have audited the accompanying consolidated statements of financial position of Clearmind Medicine Inc. and its subsidiaries (the "Company") as of October 31, 2023, and 2022, the related consolidated in the period ended October 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended October 31, 2023, in conformity with International Financial Reporting Standards as i

View Full Filing

View this 20-F/A filing on SEC EDGAR