Clearmind Medicine Inc. Files Annual Report on Form 20-F for Fiscal Year Ended October 31, 2023

TL;DR

<b>Clearmind Medicine Inc. has filed its annual 20-F report for the fiscal year ending October 31, 2023, confirming its listing on Nasdaq and compliance with SEC filing requirements.</b>

AI Summary

Clearmind Medicine Inc. (CMND) filed a Foreign Annual Report (20-F) with the SEC on January 29, 2024. Clearmind Medicine Inc. filed its annual report on Form 20-F for the fiscal year ended October 31, 2023. The company's common shares trade on The Nasdaq Stock Market LLC under the symbol CMND. As of October 31, 2023, Clearmind Medicine Inc. had 607,337 common shares outstanding. The filing indicates the company is not a well-known seasoned issuer. Clearmind Medicine Inc. has submitted all required reports for the preceding 12 months and has been subject to filing requirements for the past 90 days.

Why It Matters

For investors and stakeholders tracking Clearmind Medicine Inc., this filing contains several important signals. This filing provides investors with a comprehensive overview of the company's financial performance and operational status for the fiscal year 2023. The report confirms Clearmind Medicine Inc.'s compliance with SEC regulations, which is crucial for maintaining its listing on The Nasdaq Stock Market and investor confidence.

Risk Assessment

Risk Level: low — Clearmind Medicine Inc. shows low risk based on this filing. The filing is a standard annual report (20-F) and does not contain new material financial information or significant operational changes that would indicate elevated risk.

Analyst Insight

Investors should review the full 20-F filing for detailed financial statements, risk factors, and management discussion to assess the company's current standing and future prospects.

Key Numbers

• 607,337 — Outstanding Common Shares (As of October 31, 2023)
• 2023-10-31 — Fiscal Year End (Conformed period of report)
• 2024-01-29 — Filing Date (Date the report was filed)

Key Players & Entities

• Clearmind Medicine Inc. (company) — Filer of the 20-F report
• October 31, 2023 (date) — Fiscal year end date
• CMND (ticker) — Trading symbol for common shares
• The Nasdaq Stock Market LLC (company) — Exchange where common shares are registered
• Dr. Adi Zuloff-Shani (person) — Chief Executive Officer

Forward-Looking Statements

• Clearmind Medicine Inc. will continue to trade on The Nasdaq Stock Market LLC under the symbol CMND. (Clearmind Medicine Inc.) — high confidence, target: 2025-01-29

FAQ

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 on Form 20-F.

What Investors Should Do

1. Review the detailed financial statements and disclosures within the 20-F filing.
2. Analyze the company's business strategy and any updates on its drug development pipeline.
3. Monitor future SEC filings for any material changes or updates.

Year-Over-Year Comparison

This filing is the annual report for the fiscal year ended October 31, 2023, and follows the standard reporting requirements for foreign private issuers.

Key Financial Figures

• $1.235 billion — which our annual gross revenues exceed $1.235 billion; (ii) the last day of the fiscal year f
• $700 million — nts, held by non-affiliates is at least $700 million as of the last business day of our most
• $1.0 billion — date on which we have issued more than $1.0 billion in non-convertible debt securities duri

Filing Documents

• f20f2023_clearmind.htm (20-F) — 2104KB
• f20f2023ex2-1_clearmind.htm (EX-2.1) — 31KB
• f20f2023ex4-7_clearmind.htm (EX-4.7) — 52KB
• f20f2023ex12-1_clearmind.htm (EX-12.1) — 10KB
• f20f2023ex12-2_clearmind.htm (EX-12.2) — 10KB
• f20f2023ex13-1_clearmind.htm (EX-13.1) — 3KB
• f20f2023ex13-2_clearmind.htm (EX-13.2) — 4KB
• f20f2023ex15-1_clearmind.htm (EX-15.1) — 2KB
• f20f2023ex15-2_clearmind.htm (EX-15.2) — 3KB
• f20f2023ex16-1_clearmind.htm (EX-16.1) — 3KB
• image_001.jpg (GRAPHIC) — 18KB
• image_002.jpg (GRAPHIC) — 11KB
• image_003.jpg (GRAPHIC) — 13KB
• image_004.jpg (GRAPHIC) — 10KB
• image_005.jpg (GRAPHIC) — 26KB
• image_006.jpg (GRAPHIC) — 13KB
• image_007.jpg (GRAPHIC) — 23KB
• image_008.jpg (GRAPHIC) — 13KB
• image_009.jpg (GRAPHIC) — 41KB
• ex15-2_001.jpg (GRAPHIC) — 8KB
• ex16-1_001.jpg (GRAPHIC) — 9KB
• 0001213900-24-007413.txt (&nbsp;) — 8318KB
• cmnd-20231031.xsd (EX-101.SCH) — 124KB
• cmnd-20231031_cal.xml (EX-101.CAL) — 43KB
• cmnd-20231031_def.xml (EX-101.DEF) — 328KB
• cmnd-20231031_lab.xml (EX-101.LAB) — 717KB
• cmnd-20231031_pre.xml (EX-101.PRE) — 354KB
• f20f2023_clearmind_htm.xml (XML) — 835KB

Risk Factors

Risk Factors 1 ITEM 4. INFORMATION ON THE COMPANY 62 A. History and Development of the Company 62 B. Business Overview 63 C. Organizational Structure 98 D. Property, Plants and Equipment 98 ITEM 4A. UNRESOLVED STAFF COMMENTS 98 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 98 A. Operating Results 99 B. Liquidity and Capital Resources 101 C. Research and Development, Patents and Licenses 103 D. Trend Information 103 E. Critical Accounting Estimates 103 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 107 A. Directors and Senior Management 107 B. Compensation 110 C. Board Practices 114 D. Employees 120 E. Share Ownership 120 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 123 A. Major Shareholders 123 B. Related Party Transactions 125 C. Interests of Experts and Counsel 126 ITEM 8. FINANCIAL INFORMATION 126 A. Consolidated Statements and Other Financial Information 126 B. Significant Changes 126 ITEM 9. THE OFFER AND LISTING 126 A. Offer and Listing Details 126 B. Plan of Distribution 126 C. Markets 126 D. Selling Shareholders 126 E.

Dilution

Dilution 127 F. Expenses of the Issue 127 i ITEM 10. ADDITIONAL INFORMATION 127 A. Share Capital 127 B. Articles of Association 127 C. Material Contracts 127 D. Exchange Controls 127 E. Taxation 127 F. Dividends and Paying Agents 134 G. 134 H. Documents on Display 134 I. Subsidiary Information 134 ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 135 ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 136 PART II ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 137 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 137 ITEM 15.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 137 ITEM 16. [RESERVED] 138 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 138 ITEM 16B. CODE OF ETHICS 138 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 138 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 139 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 139 ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 139 ITEM 16G. CORPORATE GOVERNANCE 139 ITEM 16H. MINE SAFETY DISCLOSURE 141 ITEM 16I DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 141 ITEM 16J INSIDER TRADING POLICIES 141 ITEM 16K CYBERSECURITY 141 PART III ITEM 17.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 142 ITEM 18.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 142 ITEM 19. EXHIBITS 142

SIGNATURES

SIGNATURES 144 ii INTRODUCTION Unless the context otherwise requires, references in this annual report on Form 20-F to the "Company," "Clearmind," "we," "us," "our" and other similar designations refer to Clearmind Medicine Inc. All references to "common shares" are to our Common Shares, no par value. On November 1, 2022, our reporting currency and functional currency in our financial statements is the United States dollar. Amounts denominated in United States Dollars are states as "$" "dollars" or "USD". Unless otherwise expressly stated or the context otherwise requires, references in this Annual Report to "CAD$" are to Canadian Dollars. We report under International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or the IASB. None of the financial statements were prepared in accordance with generally accepted accounting principles in the United States. All information in this annual report on Form 20-F relating to shares or price per share reflects the one-for-30 consolidation of our issued and outstanding common shares effected by us on November 28, 2023. Unless otherwise indicated, or the context otherwise requires, references in this Annual Report to financial and operational data for a particular year refer to the fiscal year of our Company ended October 31 of that year. EMERGING GROWTH COMPANY STATUS We qualify as an "emerging growth company," as defined in the U.S. Jumpstart Our Business Startups Act of 2012, or JOBS Act, and we may take advantage of certain exemptions, including exemptions from various reporting requirements that are otherwise applicable to public traded entities that do not qualify as emerging growth companies. These exemptions include: not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act; and not being required to comply with any requirement that may be adopted by the Public Comp

Forward-looking statements are not guarantees of

Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Important factors that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements, including, but not limited to, the factors summarized below: the ability of our pre-clinical and any future clinical trials to demonstrate safety and efficacy of our future product candidates, and other positive results; the timing and focus of our future preclinical studies and clinical trials, and the reporting of data from those studies and trials; the size of the market opportunity for our future product candidates, including our estimates of the number of patients who suffer from the diseases we are targeting; the success of competing therapies that are or may become available; the beneficial characteristics, safety, efficacy and therapeutic effects of our future product candidates, as well as the potential healthcare costs saved through utilizing our future product candidates; the ability of our future product candidates to address needs not currently addressed by the psychedelic industry; the ability of our future product candidates to address needs not currently addressed by the psychedelic industry; our ability to obtain and maintain regulatory approval of our future product candidates; our plans relating to the further development of our future product candidates, including additional disease states or indications we may pursue; existing regulations and reg

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable.

KEY INFORMATION

ITEM 3. KEY INFORMATION A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors You should carefully consider the risks described below, together with all of the other information in this Annual Report on Form 20-F. The risks and uncertainties described below are those material risk factors, currently known and specific to us, that we believe are relevant to an investment in our securities. Additional risks and uncertainties not currently known to us or that we now deem immaterial may also harm us. If any of these risks materialize our business, results of operations or financial condition could suffer, and the price of our common shares could decline substantially. Summary Risk Factors Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled "Risk Factors" below. These risks include, among others, the following: Risks Related to Our Financial Condition and Capital Requirements We have incurred losses since our inception. We anticipate that we will incur significant losses for the foreseeable future, and we may never achieve or maintain profitability. Our financial statements contain an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. We have never generated any revenue from product sales and may never be profitable. We expect that we will need to raise substantial additional funding, which may not be available on acceptable terms, or at all. Risks Related to the Clinical Development, Regulatory Review and Approval of our Product Candidates Most of our product candidates are in preclinical development. To date, we have not enrolled any patients to our clinical trials 1 We may not receive, or may be delayed in receiving, the necessary approvals for MEAI or future products. Clinical and preclinical development is uncertain. Clinical trials of our

View Full Filing

View this 20-F filing on SEC EDGAR