EX-99.2 3 ea024453601ex99-2_clearmind.htm MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2025

Exhibit 99.2

 

 

 

 

CLEARMIND MEDICINE INC.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

For the Three and Six Months Ended April 30, 2025

 

(Expressed in United States Dollars)

 

 

 

 

 

 

 

 

 

 

 

 

 

CLEARMIND MEDICINE INC.

Management’s Discussion and Analysis

For the Three and Six Months Ended April 30, 2025

 

This Management’s Discussion and Analysis (“MD&A”) of Clearmind Medicine Inc. (“Clearmind” or the “Company”), prepared as of June 12, 2025, should be read in conjunction with the unaudited condensed interim consolidated financial statements and the notes thereto for the three and six months ended April 30, 2025, which were prepared in accordance with International Financial Reporting Standards (“IFRS”). All amounts are expressed in United States dollars unless otherwise indicated.

 

Additional information about the Company is available on SEDAR at www.sedar.com.

 

Cautionary Statement Regarding Forward-Looking Information

 

This MD&A may contain “forward-looking statements” which reflect the Company’s current expectations regarding future results of operations, performance and achievements of the Company. The Company has tried, wherever possible, to identify these forward-looking statements by, among other things, using words such as “anticipate,” “believe,” “estimate,” “expect” and similar expressions. The statements reflect the current beliefs of the management of the Company, and are based on currently available information. Accordingly, these statements are subject to known and unknown risks, uncertainties and other factors, which could cause the actual results, performance, or achievements of the Company to differ materially from those expressed in, or implied by, these statements.

 

The Company undertakes no obligation to publicly update or review the forward-looking statements whether as a result of new information, future events or otherwise.

 

Historical results of operations and trends that may be inferred from the following discussions and analysis may not necessarily indicate future results from operations.

 

Description of Business and Company Overview

 

Corporate Information

 

The Company was incorporated on July 18, 2017, pursuant to the provisions of the Business Corporations Act (British Columbia). The Company’s principal registered offices are located at 101 – 1220 W. 6th Ave, Vancouver, BC V6H 1A5 and its operational offices are located at 20 Rahul Wallenberg, Tel Aviv, Israel.

 

The Company trades under the symbol “CMND” on the Nasdaq Capital Market and on the Frankfurt Stock Exchange under the symbol “CWY”. 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.

 

Company Overview

 

The Company is a clinical stage pharmaceutical company currently engaged in phase I/IIa clinical trials of novel psychedelic medicines to solve widespread, yet under-served, health problems. The Company’s goal is to develop and provide a new type of treatment for mental health disorders, including Alcohol Use Disorder (“AUD”), binge drinking and eating disorders, where there is significant unmet need and lack of innovation. The Company sees psychedelic therapies, which previously may have been overlooked or underused, as the future of treatment for a variety of indications. The Company believes that its solution for AUD can help solve one of the world’s biggest health problems, which costs the United States alone roughly $250 billion each year.

 

The Company’s flagship treatment and focus for the short term is on AUD, which is incredibly common. It varies from mild to excessive and describes a person’s inability to restrict their alcohol consumption, despite negative social, occupational, or health consequences. Alcohol consumption contributes to 3 million deaths each year globally and is the third most common preventable cause of death in the United States. In January 2025, the U.S. Surgeon General released a new Surgeon General’s Advisory on Alcohol and Cancer Risk, outlining the direct link between alcohol consumption and increased cancer risk, which is in addition to other common risks associated with excessive alcohol consumption. Apart from potentially changing people’s lives, the Company believes that its treatment could potentially reduce the amount currently being spent on the consequences of AUD in the United States, Europe, India, China and other countries around the world. The Company also believes that its treatment may address binge drinking. 178,000 people die every year in the United States alone due to binge drinking.

 

The Company currently focusing its research programs on the uses of 5-Methoxy-2-aminoindane (“MEAI”) for the treatment of AUD, weight loss and metabolic disorders and as an alcohol substitute consumer products. On the consumer side, it is developing an alcohol substitute which may offer a solution that adults can enjoy without the extensive damage that comes with alcohol, such as higher risk to get cancer and other wide range of adverse effects on almost every part of the body, including the brain, liver, pancreas and the immune system. The Company has completed a series of pre-clinical, investigational new drug—, or IND—, enabling studies in the United States and China that are required before it can study our compound for the first time in humans. These studies include pharmacokinetic and toxicological studies in rats and dogs in order to assess the safety profile of our compound and characterization of the drug metabolism. The Company has conducted several metabolism studies designed to better understand the way MEAI is digested in several species. In addition, it has conducted a pre-clinical animal model of AUD to characterize the effect of MEAI on alcohol consumption. This study involved testing the effect of MEAI’s ability to curb alcohol cravings after exposing mice to prolonged alcohol consumption over a short period, mimicking binge alcohol consumption in humans.

 

2

 

 

CLEARMIND MEDICINE INC.

Management’s Discussion and Analysis

For the Three and Six Months Ended April 30, 2025

 

In February 2024 and in July 2024, the Company announced that it was granted approval by the Israeli Ministry of Health and by the FDA, respectively to initiate its first-in-human Phase I/IIa clinical trial with CMND-100 in patients suffering from AUD. Subsequently, the Company initiated the CM-CMND-001 clinical trial in both Israel and the United States, including at the Yale School of Medicine’s Department of Psychiatry and Johns Hopkins University School of Medicine. In October 2024 and December, the Company announced that it received IRB approvals from Johns Hopkins University and Yale University, respectively, its clinical sites, for part A of its Phase I/IIa clinical trial in the United States for treating patients suffering from AUD. In March 2025, the Company initiated its Phase I/IIa clinical trial at IMCA in Israel, and in April 2025, it initiated its Phase I/IIa clinical trial at the Johns Hopkins University School of Medicine and Yale School of Medicine’s Department of Psychiatry.

 

The CM-CMND-001 clinical trial is designed to be a multinational, multi-center, double blind, Phase I/IIa single- and multiple-dose tolerability, safety and pharmacokinetic study in healthy volunteers and AUD subjects. Upon completion of the Phase I/IIa studies, if successful, the Company will be required to conduct additional clinical trials subject to securing additional financing.

 

Significant developments during the period

 

On December 16, 2025, the Company announced that it has signed a non-binding term sheet  with Dr. Glitter Pty Ltd, a health technology company that has developed ActivCrystal™ technology, a world-first oral delivery format that encapsulates active ingredients in crystals that are tasteless, odorless, made from natural ingredients, and designed to be sprinkled on meals. The two companies plan to collaborate on the development and commercialization of Clearmind’s proprietary MEAI-based alcohol substitute and Dr Glitter Pty Ltd’s proprietary ActivCrystal™ technology. The term sheet outlines preliminary terms that, upon the mutual agreement of the parties, will be memorialized in a definitive agreement that sets forth a framework for advancing Clearmind and Dr Glitter Pty Ltd’s groundbreaking innovations.

 

Under the terms of the term sheet, upon the execution of the definitive agreement, the parties will work together to develop MEAI-based alcohol alternative aimed to naturally replicate the known sensations from drinking alcohol without the associated health risks or hangover. In ActivCrystal™ format, Clearmind’s MEAI-based alcohol alternative may be sprinkled into users’ choice of beverage or food, and dosage may be varied by users individually. This collaboration has the potential to mark an important milestone in Clearmind’s strategy to bring MEAI to global markets, addressing the urgent need for innovative solutions to combat alcohol misuse - a major contributor to countless annual deaths worldwide.

 

On December 24, 2024, the Company announced it has received Yale's Institutional Review Board (IRB) approval for its Phase I/IIa clinical trial of CMND-100, targeting alcohol use disorder (AUD). The trial will be led at Yale School of Medicine’s Department of Psychiatry by Dr. Anahita Bassir Nia, MD, an expert in psychiatry and addiction medicine. This milestone marks a significant step forward in Clearmind’s FDA-regulated clinical program, further expanding the multi-site trial to evaluate the safety, tolerability and efficacy of its proprietary investigational drug, CMND-100. In addition to Yale, the trial received IRBs approval from Johns Hopkins University, Maryland, USA, and IMCA Center in Ramat Gan, Israel. The Company has already secured FDA approval for its Investigational New Drug (IND).

 

On January 2, 2025, the Company announced advancement in its proprietary MEAI- based binge behavior regulator program through the granting of patent approval from the Macau International Intellectual Property Office. The allowed patent is directed, among others to be used as primary amine aminoindan compound to regulate binge behavior. This includes primary amine aminoindan compounds beyond 5-methoxy-2-aminoindan (MEAI), the Company's innovative psychedelic molecule. This latest granted patent in Macau, a special administrative region of China, further strengthens Clearmind’s global intellectual property portfolio, which now includes 31 granted patents across 18 patent families, with patents granted in major jurisdictions such as the US, Europe, China, India, Hong Kong and now Macau.

 

On January 6, 2025, the Company announced the publication of a European patent application with the European Patent office for its innovative combination therapy of MEAI and N-Acylethanolamines, addressing binge behavior, including alcohol consumption, eating, tobacco consumption, shopping and sexual conduct. The patent application refers to Clearmind’s successful collaboration with SciSparc Ltd. (Nasdaq: SPRC) (“SciSparc”), a clinical-stage specialty pharmaceutical company focused on treatments for central nervous system disorders. Together, the two companies are researching innovative combination therapies that integrate psychedelic compounds with the N-Acylethanolamines family, including Palmitoylethanolamide (PEA).

 

On February 4, 2025, the Company announced a patent publication by the Instituto Mexicano de la Propriedad Industrial (IMPI), the National Mexico Patent Office. The patent refers to the Company’s innovative combination therapy of MEAI and N-Acylethanolamines, addressing binge behavior, including alcohol consumption, eating, tobacco consumption, shopping and sexual conduct. The patent is part of Clearmind’s successful collaboration with SciSparc.

 

On March 10, 2025, the Company announced a patent publication by the Korean Intellectual Property Office (KIPO), South Korea’s official patent and intellectual property authority. The patent covers the Company’s innovative combination therapy of MEAI and N-Acylethanolamines for the treatment of cocaine addiction. The patent is part of Clearmind’s successful collaboration with SciSparc.

 

On March 13, 2025, the Registrant filed Post-Effective Amendment No. 5 to update and supplement information contained in the Registration Statement, and also to include updated financial information. Post-Effective Amendment No. 5 was declared effective by the Securities and Exchange Commission on March 17, 2025.

 

3

 

 

CLEARMIND MEDICINE INC.

Management’s Discussion and Analysis

For the Three and Six Months Ended April 30, 2025

 

On April 17, 2025, the Company announced that the United States Patent Office has issued a Notice of Allowance for a patent relating to its MEAI treatment for binge behavior. This new US patent provides additional intellectual property protection for the Company’s novel MEAI- based treatment in this indication and further strengthens Clearmind’s intellectual property portfolio.

 

On April 23, 2025, the Company announced the initiation of its U.S. clinical trial site at the Yale School of Medicine’s Department of Psychiatry. With this initiation, the Company has now activated all planned sites for its clinical trial for its Phase I/IIa clinical trial in Alcohol Use Disorder (“AUD”) and can begin patient enrollment.

 

On April 25, 2025, the Company announced the filing of a new international patent application for a proprietary treatment targeting anorexia, bulimia and other eating disorders. The patent application covers the use of 3-Methylmethcathinone (3-MMC) in combination with Palmitoylethanolamide (PEA). This innovative combination aims to address the complex neurobiological and psychological factors associated with eating disorders, offering a potential new avenue for treatment.

 

Prior Use of Proceeds Disclosure

 

The table below describes the difference between the Company’s anticipated use of proceeds from public offerings completed since November 2022, as disclosed in previous news releases. The table shows the amounts actually spent for the period from November 1, 2022, through to April 30, 2025. The variances noted below do not have a material impact on the Company’s ability to achieve its business objectives and milestones. The table below does not include proceeds received from the exercise of warrants.

 

Use of Available Funds  Disclosure
Regarding
Use of
Proceeds
(USD)
  Spent
through to
April 30,
2025
(USD)
November 2022 public offering:      
To advance the formulation and clinical development efforts in our MEAI patented compounds (completed);  1.5 million  1.5 million
To complete the pre-IND enabling studies and IND submission (completed)  1.0 million  1.0 million
To complete planned Phase I/IIa studies  3.5 million  1.1 million
The remainder for working capital and general corporate purposes and possible in-licensing of intellectual property for new product candidates  0.4 million  0.4 million
April 2023 Public Offering      
General corporate purposes, which may include operating expenses, research and development, including clinical and pre-clinical testing of our product candidates, working capital, future acquisitions and general capital expenditures  2.9 million  2.9 million
September 2023 Public Offering      
For general corporate purposes, which may include operating expenses, research and development, including clinical and pre-clinical testing of its product candidates, working capital, future acquisitions and general capital expenditures.  2.25 million  1.75 million
January 2024 Public Offering      
For general corporate purposes and working capital.  2.4 million  1.44 million

 

4

 

 

CLEARMIND MEDICINE INC.

Management’s Discussion and Analysis

For the Three and Six Months Ended April 30, 2025

 

Selected Financial Information

 

The following financial data prepared in accordance with IFRS in United States dollars is presented for the three- and six-month period ended April 30, 2025 and 2024.

 

   Three months ended   Six months ended 
   April 30,   April 30, 
   2025   2024   2025   2024 
                 
Operating expenses                
General and administrative  $855,124   $980,549   $1,889,860   $2,137,062 
Research and development, net   451,857    322,956    913,295    550,434 
Total operating expenses   1,306,981    1,303,505    2,803,155    2,687,496 
                     
Finance income                    
                     
Changes in fair value of derivative warrant liabilities   664,768    405,002    1,179,518    560,145 
Changes in fair value of short-term investments   (157,083)   (8,168)   (228,788)   (7,612)
Foreign exchange gain (loss)   2,246    1,255    (2,204)   2,671 
Other finance income (expenses)   (7,868)   33,955    (16,583)   31,029 
Interest income on deposits   41,648    -    75,656    63,502 
Total finance income   543,711    432,044    1,007,599    649,735 
                     
Loss before taxes   (763,270)   (871,461)   (1,795,556)   (2,037,761)
Tax expenses   (20,658)   (36,756)   (59,993)   (238,256)
Net Loss and Comprehensive loss  $(783,928)  $(908,217)  $(1,855,549)  $(2,276,017)
Loss per share, basic and diluted  $(0.16)  $(0.28)  $(0.39)  $(0.96)
Weighted average number of shares for the purposes of basic and diluted loss per share   5,035,648    3,253,267    4,757,547    2,375,825 

 

Three-month period ended April 30, 2025, compared to the three-month period ended April 30, 2024

 

Research Costs

 

Research costs are comprised primarily of (i) pre-clinical trials and (ii), regulatory professional and other expenses.

 

For the three-month period ended April 30, 2025, research costs amounted to $451,857 as compared to $322,956 for the three-month period ended April 30, 2024.

 

During the mentioned period, most of our R&D activity revolved around our upcoming clinical trial. The increase is due to the initiation of its Alcohol Use Disorder Phase I/IIa clinical trial at all current clinical sites

 

General and Administrative Expenses

 

For the three-month period ended April 30, 2025, general and administrative expenses amounted to $855,124 as compared to $980,549 for the three-month period ended April 30, 2024.

 

Finance income

 

For the three-month period ended April 30, 2025, financial income amounted to $543,711 as compared to financial income of $432,044 for the three-month period ended April 30, 2024. The financial income during the three-month period ended April 30, 2025, consists of a gain in warrant liability of $664,768, negative changes in fair value of short-term investments of $157,083 foreign exchange gain of $2,246, other finance expenses of $7,868 and interest income on deposit of $41,648.

 

Loss for the period

 

The Company reported a loss for the three-month period ended April 30, 2025, of $783,928 as compared to a loss of $908,217 for the three-month period ended April 30, 2024.

 

5

 

 

CLEARMIND MEDICINE INC.

Management’s Discussion and Analysis

For the Three and Six Months Ended April 30, 2025

 

Six-month period ended April 30, 2025, compared to the six-month period ended April 30, 2024

 

Research Costs

 

Research costs are comprised primarily of (i) pre-clinical trials and (ii), regulatory professional and other expenses.

 

For the six -month period ended April 30, 2025, research costs amounted to $913,295 as compared to $550,434 for the six -month period ended April 30, 2024.

 

During the mentioned period, most of our R&D activity revolved around our upcoming clinical trial.

 

General and Administrative Expenses

 

For the six -month period ended April 30, 2025, general and administrative expenses amounted to $1,889,860 as compared to $2,137,062 for the six -month period ended April 30, 2024.

 

Finance income

 

For the six -month period ended April 30, 2025, financial income amounted to $1,007,599 as compared to financial income of $649,735 for the six -month period ended April 30, 2024. The financial income during the six-month period ended April 30, 2025, consists of change in warrant liability of $1,179,518, negative changes in fair value of short-term investments of $228,788 foreign exchange loss of $2,204, other finance expenses of $16,583 and interest income on deposit of $75,656.

 

Loss for the period

 

The Company reported a loss for the six -month period ended April 30, 2025, of $1,855,549 as compared to a loss of $2,276,017 for the six -month period ended April 30, 2024.

 

Financial Summary of Quarterly Results

 

The following is a summary of the Company’s financial results for the eight most recently completed quarters.

 

   April 30,
2025
   January 31,
2025
   October 31,
2024
   July 31,
2024
 
Total revenues  $   $   $   $ 
Net loss   (783,928)   (1,071,621)   (884,744)   (2,093,917)
Net loss per share, basic and diluted   (0.16)   (0.24)   (0.07)   (0.59)

 

   April 30,
2024
   January 31,
2024
   October 31,
2023
   July 31,
2023
 
Total revenues  $   $   $   $ 
Net loss   (908,217)   (1,367,800)   (4,069,799)   (575,187)
Net profit (loss) per share, basic and diluted   (0.28)   (0.90)   1.27    (2.43)

 

The loss per quarter and related net loss per share is a function of the level of research and development activity that took place during that quarter.

 

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CLEARMIND MEDICINE INC.

Management’s Discussion and Analysis

For the Three and Six Months Ended April 30, 2025

 

Liquidity and Capital Resources

 

As of April 30, 2025, the Company had cash on hand of $4,472,520 and working capital of $2,143,751, compared to $6,573,813 and working capital of $2,956,793 as of October 31, 2024, respectively. During the six-month period ended April 30, 2025, the Company’s overall position of cash decreased by $2,101,293 from the year ended October 31, 2024. This decrease in cash can be attributed to the following:

 

The Company’s net cash used in operating activities during the six-month period ended April 30, 2025, was $2,363,833 as compared to $2,654,773 for the six-month period ended April 30, 2024. This decrease is mostly due to a decrease in the net loss for the period.

 

  Net cash used in investing activities during the six -month period ended April 30, 2025, was $130,538 as compared to net cash provided by investing activities of $78,500 for the six-month period ended April 30, 2024. Cash used during the six-months period ended April 30, 2025 was from an acquisition of a short-term investment of $200,000, and in restricted cash of $13,498, off-set by proceeds from sale of a short-term investment of $82,960. During the six-months period ended April 30, 2024, the net cash provided by investments activities was from the sale proceeds of a short-term investment.

 

Net cash provided from financing activities for the six -month period ended April 30, 2025, was $394,514 as compared to $5,461,536 for the six-month period ended April 30, 2024. Cash provided during the six-months period ended April 30, 2025 was from exercise of warrants. During the six-months period ended April 30, 2024, the cash was provided from January 2024 Public Offering and from exercise of warrants.

 

The Company anticipates that its cash and cash equivalents will provide sufficient liquidity for at least twelve months, however, the Company may have capital requirements in excess of its currently available resources in order to advance all of its programs. The actual amount of cash that the Company will need to operate is subject to many factors, including, but not limited to, the timing, design and conduct of clinical trials. The Company is dependent upon significant future financing to provide the cash necessary to execute its current operations, including the possible future commercialization of any of its drug candidates, subject to regulatory approval.  

 

In the event the Company’s plans change, its assumptions change or prove inaccurate, or its capital resources in addition to projected cash flow, if any, prove to be insufficient to fund operations, the Company may be required to seek additional financing. There can be no assurance that the Company will have sufficient financing to meet its future capital requirements or that additional financing will be available on terms acceptable to the Company in the future.

 

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 capital, shares issuable, warrants reserve 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 of Directors, 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 from the year ended October 31, 2024.

 

Off Balance Sheet Arrangements

 

There are no off-balance sheet arrangements to which the Company is committed.

 

7

 

 

CLEARMIND MEDICINE INC.

Management’s Discussion and Analysis

For the Three and Six Months Ended April 30, 2025

 

Transactions With Related Parties

 

  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   Six months
ended
   Six months
ended
 
   April 30,   April 30,   April 30,   April 30, 
   2025   2024   2025   2024 
                 
Officers:                
Consulting fees  $84,557   $87,586   $168,557   $248,274 
Share based compensation   43,973    25,854    117,902    41,555 
   $128,530   $113,440   $286,459   $289,829 
Directors:                    
Directors’ fees  $58,127   $50,902   $116,333   $125,525 
Share based compensation   69,226    68,669    186,821    85,890 
   $127,353   $119,571   $303,154   $211,415 

 

  (ii) Balances with related parties

 

   April 30,   October 31, 
   2025   2024 
Amounts owed to officers  $29,781   $29,498 
Amounts owed to directors   19,470    19,464 
   $49,251   $48,962 

 

  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 SciSparc’s and the Company’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 may enter into a joint venture by the parties share the economics and rights on a 50%-50% basis. To date, no determination has been made to pursue the joint venture as the development of the project remains at a very early stage.

 

For the three and six months ended April 30, 2025, the Company incurred research and development expenses conducted within the framework of the Cooperation Agreement in the amount of $33,763 and $46,509, respectively (three and six months ended April 30, 2024- $22,306 and $22,808 respectively). As of April 30, 2025, $137,042 is owed to the Company by SciSparc (October 31, 2024 - $131,839).

 

  c. On June 13, 2024, the Company entered into an agreement with SciSparc for the lease of office space in Tel Aviv, Israel, having a total area of approximately 386 square meters. The Company occupies approximately 193 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. The lease liability was discounted using the Company’s estimated incremental annual borrowing rate of 10%.

 

8

 

 

CLEARMIND MEDICINE INC.

Management’s Discussion and Analysis

For the Three and Six Months Ended April 30, 2025

 

Financial Instruments and Risk Management

 

  (a) Fair Values

 

Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s statement of financial position as of April 30, 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
April 30,
2025
 
Short-term investment- common shares  $67,167   $          –   $   $67,167 
Short-term investment- Polyrizon Warrants             110,473    110,473 
Derivative warrant liabilities           2,318,263    2,318,263 

 

Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s statement of financial position as of October 31, 2024, 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,
2024
 
Short-term investment- common shares  $110,400   $           –   $   $110,400 
Short-term investment- Polyrizon Warrants           178,988    178,988 
Derivative warrant liabilities           3,519,702    3,519,702 

 

The fair values financial instruments, 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. 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 subsidiary operates in Israel and has certain monetary financial instruments denominated in New Israeli Shekel and CAD. 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 at April 30, 2025. 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 April 30, 2025.

 

Cash and cash equivalents   $  271,939  
Other receivables      33,499  
Accounts payable and accrued liabilities     (154,420 )
Due to related parties     (39,251 )
Total foreign currency financial assets and liabilities   $ 111,767  
         
Impact of a 10% strengthening or weakening of foreign exchange rate   $ 11,177  

 

9

 

 

CLEARMIND MEDICINE INC.

Management’s Discussion and Analysis

For the Three and Six Months Ended April 30, 2025

 

  (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 Company is not exposed to significant interest rate risk as it does not have any liabilities with variable rates.

 

  (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 April 30, 2025, and October 31, 2024:

  

April 30, 2025  Total   Within
1 year
   Within
2-5 years
 
Accounts payable and accrued liabilities  $475,490   $475,490   $       – 
Due to related parties   49,251    49,251     
Lease liability   35,982    35,982     
   $560,723   $560,723   $ 

 

October 31, 2024  Total   Within
1 year
   Within
2-5 years
 
Accounts payable and accrued liabilities  $526,056   $526,056   $ 
Due to related parties   48,962    48,962     
Lease liability   53,142    36,726    16,416 
   $628,160   $611,744   $16,416 

 

Accounting Standards Issued But Not Yet Effective

 

A number of new standards, and amendments to standards and interpretations, are not yet effective for the six months ended April 30, 2025, and have not been early adopted in preparing these condensed interim consolidated financial statements. These new standards, and amendments to standards and interpretations are either not applicable or are not expected to have a significant impact on the Company’s condensed interim consolidated financial statements.

 

Change in Accounting Policies

 

There have been no changes in accounting policies during the six months ended April 30, 2025.

 

Significant Accounting Estimates and Judgments

 

The preparation of condensed interim 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.

 

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CLEARMIND MEDICINE INC.

Management’s Discussion and Analysis

For the Three and Six Months Ended April 30, 2025

 

Significant Estimates

 

Share-based Compensation

 

Fair values are determined using the Black-Scholes option pricing model. Estimating fair value requires determining the most appropriate valuation model for a grant of equity instruments, which is dependent on the terms and conditions of the grant. Option-pricing models require the use of highly subjective estimates and assumptions including the expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value estimates and, therefore, existing models do not necessarily provide reliable measurement of the fair value of the Company’s stock options.

 

Warrant Liability

 

The Company analyses warrants issued to determine whether they meet the classification as liabilities or equity. Derivative warrant liabilities are adjusted to reflect 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 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 which requires management to take into account all available information about the future, which is at least but not limited to, 12 months from the year end of the reporting period. The Company is aware that material uncertainties related to events or conditions may cast significant doubt upon the Company’s ability to continue as a going concern.

 

Disclosure of Outstanding Share Data

 

Authorized share capital consists of unlimited number of common shares without par value.

 

As of April 30, 2025, and June 13, 2025, the Company had 5,134,786 and 5,379,441 common shares issued and outstanding, respectively.

 

As of April 30, 2025, and June 13, 2025, the Company had 5,521 stock options outstanding.

 

As of April 30, 2025, and June 13, 2025, the Company had 2,238,848 warrants outstanding

 

As of April 30, 2025, and June 13, 2025, the Company had 245,903 and 1,251 RSUs outstanding.

 

Risks and Uncertainties

 

The Company business, and investing in the Company’s securities, are subject to numerous risks, as more fully described in the section entitled “Risk Factors” and other risk factors contained in the Company’s Annual Information Form filed in SEDAR on January 22, 2025 and in the Company’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission on January 22, 2025. If any of these risks actually occur, the Company’s business, financial condition or results of operations would likely be materially adversely affected. In each case, the trading price of the Company’s securities would likely decline, and investors may lose all or part of their investment. 

 

 

 

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