Exhibit 99.1
CLEARMIND MEDICINE INC.
Condensed Interim Consolidated Financial Statements
For The Three and Nine Months Ended July 31, 2025
(Expressed in United States Dollars)
(Unaudited)
CLEARMIND MEDICINE INC.
Condensed Interim Consolidated Statements of Financial Position
(Expressed in United States Dollars)
(Unaudited)
| July 31, | October 31, | |||||||
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Other receivables | ||||||||
| Short-term investments (Note 3) | ||||||||
| Prepaid expenses | ||||||||
| Related parties (Note 4b) | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Intangible assets | ||||||||
| Restricted cash | ||||||||
| Right-of-use asset (Note 4c) | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Due to related parties (Note 4a) | ||||||||
| Derivative warrant liabilities (Note 5, 7) | ||||||||
| Short-term portion of lease liabilities (Note 4c) | ||||||||
| Total current liabilities | ||||||||
| Non- current liabilities | ||||||||
| Long-term lease liabilities (Note 4c) | ||||||||
| Total non- current liabilities | ||||||||
| Total liabilities | $ | $ | ||||||
| Shareholders’ equity | ||||||||
| Share capital and share premium (Note 6) | ||||||||
| Warrants (Note 7) | ||||||||
| Share-based payment reserve (Notes 8, 9) | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
Approved and authorized for issuance on behalf of the Board of Directors on September 11, 2025:
| /s/ Alan Rootenberg | /s/ Adi Zuloff-Shani | |
| Alan Rootenberg, CFO | Adi Zuloff-Shani, CEO |
(The accompanying notes are an integral part of these condensed interim consolidated financial statements)
F-1
CLEARMIND MEDICINE INC.
Condensed Interim Consolidated Statements of Operations and Comprehensive Loss
For the three and nine months ended July 31, 2025 and 2024
(Expressed in United States Dollars)
(Unaudited)
| Three months ended | Nine months ended | |||||||||||||||
| July 31, | July 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Operating expenses | ||||||||||||||||
| General and administrative | $ | $ | $ | $ | ||||||||||||
| Research and development, net | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Finance income (expenses) | ||||||||||||||||
| Changes in fair value of derivative warrant liabilities (Note 5) | ( | ) | ( | ) | ||||||||||||
| Changes in fair value of short-term investments (Note 3) | ( | ) | ( | ) | ( | ) | ||||||||||
| Foreign exchange gain (loss) | ( | ) | ( | ) | ||||||||||||
| Other finance expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest income on deposits | ||||||||||||||||
| Other expenses | ( | ) | ( | ) | ||||||||||||
| Total finance income (expenses) | ( | ) | ||||||||||||||
| Loss before taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Tax expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net Loss and Comprehensive loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Loss per share, basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average number of shares for the purposes of basic and diluted loss per share | ||||||||||||||||
(The accompanying notes are an integral part of these condensed interim consolidated financial statements)
F-2
CLEARMIND MEDICINE INC.
Condensed Interim Statements of Changes in Shareholders’ Equity
For the three and nine months ended July 31, 2025 and 2024
(Expressed in United States Dollars)
(Unaudited)
| Share capital and share premium | Share-based | Accumulated other | Total | |||||||||||||||||||||||||
| Number of shares | Amount | Warrants | payment reserve | comprehensive income | Accumulated deficit | shareholders’ equity | ||||||||||||||||||||||
| Balance, October 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
| Net loss for the period | – | – | – | – | – | ( | ) | ( | ) | |||||||||||||||||||
| Exercise of warrants (Note 6c(ii)) | ||||||||||||||||||||||||||||
| Issuance of common shares upon vesting of restricted share units (Note 6c(i)) | ( | ) | ||||||||||||||||||||||||||
| Share-based compensation (Notes 8, 9) | – | |||||||||||||||||||||||||||
| Balance, July 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
| Balance, October 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
| Net loss for the period | – | – | – | – | – | ( | ) | ( | ) | |||||||||||||||||||
| Issuance of common shares, pre-funded warrants and warrants | ||||||||||||||||||||||||||||
| Exercise of warrants | ||||||||||||||||||||||||||||
| Common shares for services | ( | ) | ||||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||||||
| Balance, July 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
(The accompanying notes are an integral part of these condensed interim consolidated financial statements)
F-3
CLEARMIND MEDICINE INC.
Condensed Interim Consolidated Statements of Cash Flows
For the three and nine months ended July 31, 2025 and 2024
(Expressed in United States Dollars)
(Unaudited)
| Nine months ended July 31, | ||||||||
| 2025 | 2024 | |||||||
| Operating activities | ||||||||
| Net loss for the period | $ | ( | ) | $ | ( | ) | ||
| Adjustments for: | ||||||||
| Amortization of intangible assets | ||||||||
| Amortization of right-of-use asset | ||||||||
| Interest on lease liability | ||||||||
| Exchange rate differences | ( | ) | ||||||
| Issuance costs allocated to derivative warrant liabilities | ||||||||
| Depreciation of property and equipment | ||||||||
| Changes in fair value of derivative warrant liabilities | ( | ) | ||||||
| Share-based compensation | ||||||||
| Changes in fair value of short-term investments | ||||||||
| Tax expenses | ||||||||
| Changes in working capital: | ||||||||
| Decrease in other receivables | ||||||||
| Increase in prepaid expenses | ( | ) | ( | ) | ||||
| Increase (decrease) in accounts payable and accrued liabilities | ( | ) | ||||||
| Increase (decrease) in amounts due to / from related parties | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Investing activities | ||||||||
| Proceeds from sale of short-term investment (Note 3) | ||||||||
| Acquisition of short-term investment (Note 3) | ( | ) | ||||||
| Changes in restricted cash | ( | ) | ||||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||
| Financing activities | ||||||||
| Proceeds from issuance of common shares and warrants, net of issuance costs | ||||||||
| Proceeds received from issuance of shares | ||||||||
| Proceeds received from exercise of warrants (Note 6c (ii)) | ||||||||
| Repayment of lease liabilities | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| Effect of foreign exchange rate changes on cash and cash equivalents | ( | ) | ||||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| Supplementary disclosure of cash flow information: | ||||||||
| Cash received as interest | $ | $ | ||||||
| Cash paid for taxes | ||||||||
| Non-cash financing and investing activities | ||||||||
| Right of use assets obtained in exchange for lease liabilities | $ | $ | ||||||
| Early termination of office lease | ( | ) | ||||||
F-4
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Expressed in United States Dollars)
(Unaudited)
| 1. | Nature of Operations and Going Concern |
| a. | Clearmind Medicine Inc. (the “Company”) was incorporated in the province of British Columbia on |
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.
| b. | Going concern |
These condensed interim consolidated financial statements have been
prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in
the normal course of business. For the nine months ended July 31, 2025, the Company has not generated any revenues and has negative cash
flows from operations of $
| c. | Reverse share split |
On November 28, 2023, the Company’s
Board of Directors (the “Board”) approved a
All issued and outstanding common shares or instruments convertible into common shares contained in these financial statements have been retroactively adjusted to reflect the reverse share split for all periods presented, unless explicitly stated otherwise.
| d. | In October 2023, Israel was attacked by the Hamas terrorist organization and entered a state of war on several fronts. In June 2025, following continued nuclear threats and intelligence assessments indicating imminent attacks, Israel launched a preemptive strike targeting military and nuclear infrastructure inside Iran, aiming to disrupt Iran’s ability to coordinate or escalate hostilities and degrade its nuclear capabilities. Iran responded with multiple waves of drones and ballistic missiles targeting Israeli cities. While most were intercepted, some caused civilian casualties and infrastructure damage. The Israeli military conducted further operations against Iranian assets. After 12 days of hostilities, a ceasefire between Israel and Iran was reached in June 2025. However, the situation remains volatile, and the risk of broader regional escalation involving additional actors persists. As of the date of these consolidated financial statements, conflict continues in parts of the region. The Company’s clinical trials, the laboratory that supports such clinical trials and the Contract Research Organization (CRO) are based in Israel. The extent to which the security situation in Israel may impact the Company’s financial condition, results of operations, or liquidity is uncertain, and as of the date of issuance of these condensed interim consolidated financial statements, the Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or an adjustment to the carrying value of the Company’s assets or liabilities as of July 31, 2025. |
F-5
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Expressed in United States Dollars)
(Unaudited)
| 2. | Material Accounting Policy Information |
| a. | Basis of Presentation |
The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) on a going concern basis.
These condensed interim consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Clearmindmed Ltd. and Clearmind Labs Corp. (inactive). All inter-company balances and transactions have been eliminated on consolidation.
These condensed interim consolidated financial statements have been prepared on a historical cost basis, except for financial assets and liabilities (including derivatives) which are presented at fair value through profit or loss (“FVTPL”), and are presented in United States dollars, which is the Company’s functional currency.
| b. | Unaudited Interim Financial Information |
Certain information and footnote disclosures normally included in financial statements prepared in accordance with IFRS have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these condensed interim consolidated financial statements should be read in conjunction with the audited financial statements as of and for the year ended October 31, 2024 and the notes thereto (the “2024 Annual Report”).
The condensed interim consolidated financial statements have been prepared on the same basis as the 2024 Annual Report. In the opinion of the Company’s management, these condensed interim consolidated financial statements contain all adjustments that are necessary to present fairly the Company’s financial position and results of operations for the interim periods presented. The results for the nine months ended July 31, 2025 are not necessarily indicative of the results for the year ending October 31, 2025, or for any future period.
As of July 31, 2025, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2024 Annual Report.
F-6
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Expressed in United States Dollars)
(Unaudited)
| 2. | Material Accounting Policy Information (continued) |
| c. | Significant Accounting Estimates and Judgments |
The preparation of 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.
Significant Estimates
Derivative Warrant Liabilities and Assets
The Company analyses warrants issued to determine whether they meet the classification as liabilities or equity. Derivative warrant liabilities and assets 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 Black and Scholes and 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 requires management to take into account all available information about the future, which is at least but not limited to 12 months from the end of the reporting period. The Company is aware that material uncertainties related to events or conditions raise substantial doubt upon the Company’s ability to continue as a going concern.
F-7
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Expressed in United States Dollars)
(Unaudited)
| 3. | Short-term Investments |
| October 31, 2024 | Additions | Disposals | Changes in fair value | July 31, 2025 | ||||||||||||||||
| Polyrizon Ltd. (1) | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||
| $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||
| October 31, 2023 | Additions | Disposals | Changes in fair value | October 31, 2024 | ||||||||||||||||
| Polyrizon Ltd. – shares and warrants (1) | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
| Xylo Technologies Ltd. – shares | ( | ) | ( | ) | ||||||||||||||||
| $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||
| (1) | On October 30, 2024, the Company subscribed for
During November 2024, the Company sold all the
shares of Polyrizon that it received in Polyrizon’s initial ublic offering for total proceeds of $
On March 31, 2025, the Company subscribed for
On May 13, 2025, the Company exercised the Polyrizon Pre-Funded Warrants and received
On May 27, 2025, Polyrizon effected a reverse
share split of its ordinary shares at the ratio of
On May 30, 2025, the Company exercised the Exchange Warrants and the
March 2025 Polyrizon Warrants in full and received
|
F-8
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Expressed in United States Dollars)
(Unaudited)
| 4. | Related Party Transactions |
| a. | Compensation to key management personnel |
| (i) |
| Three months ended | Three months ended | Nine months ended | Nine months ended | |||||||||||||
| July 31, | July 31, | July 31, | July 31, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Officers: | ||||||||||||||||
| Consulting fees | $ | $ | $ | $ | ||||||||||||
| Share based compensation | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Directors: | ||||||||||||||||
| Directors’ fees | $ | $ | $ | $ | ||||||||||||
| Share based compensation | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| (ii) |
| July 31, | October 31, | |||||||
| 2025 | 2024 | |||||||
| Amounts owed to officers | $ | $ | ||||||
| Amounts owed to directors | ||||||||
| $ | $ | |||||||
| 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
For the three and nine months ended July 31, 2025, the Company incurred research and development expenses conducted within the framework of the Cooperation Agreement in the amount of $ |
| 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 |
F-9
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Expressed in United States Dollars)
(Unaudited)
| 5. | Derivative warrant liabilities |
| a. | On April 6, 2023, the Company issued |
On January 21, 2024, following the January
2024 Public Offering, which included the offering of common shares at a price lower than the exercise price of the April 2023 Warrants,
the exercise price of the April 2023 Warrants was reduced to $
On December 16, 2024,
| b. | On September 18, 2023, the Company issued |
On January 21, 2024, following the
January 2024 Public Offering, which included the offering of common shares at a price lower than the exercise price of the September 2023
Warrants, the exercise price of the September 2023 Warrants was reduced to $
On December 27, 2024,
F-10
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Expressed in United States Dollars)
(Unaudited)
| 5. | Derivative warrant liabilities (continued) |
| c. | On January 16, 2024, the Company issued
On December 27, 2024,
| |
| d. | During the three and nine months ended July 31, 2025, the Company recorded a gain on the revaluation of the total derivative warrant liabilities of $ |
| e. |
| July 31, 2025 |
|||
| Share Price | $ |
||
| Exercise Price | $ |
||
| Expected life | |||
| Risk-free interest rate | |||
| Dividend yield | |||
| Expected volatility |
| f. |
| Balance as of October 31, 2023 | $ | |||
| Issuance of January 2024 Warrants | ||||
| Exercise of warrants | ( | ) | ||
| Changes in fair value of warrants | ( | ) | ||
| Balance as of October 31, 2024 | $ | |||
| Exercise of warrants | ( | ) | ||
| Change in fair value of warrants | ( | ) | ||
| Balance as of July 31, 2025 | $ |
F-11
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Expressed in United States Dollars)
(Unaudited)
| 6. | Share Capital |
| a. | The Company’s authorized share capital is unlimited common shares without par value share. As of July 31, 2025, |
| b. | On November 28, 2023, the Company effected a 1-for-30 share consolidation of its issued and outstanding common shares. All share amounts and instruments convertible into common shares prior to the date of the reverse share splits have been retroactively restated for all periods presented. |
| c. | Share transactions during the nine months ended July 31, 2025: |
| (i) | During the nine months ended July 31, 2025, the Company issued |
| (ii) | Between December 16, 2024, and December 27, 2024, April 2023 Warrants, September 2023 Warrants and January 2024 Warrants were exercised into |
| d. | Share transactions during the nine months ended July 31, 2024: |
| (i) | On November 6, 2023, |
| (ii) | During the three months ended January 31, 2024, April 2023 Warrants and September 2023 Warrants were exercised for |
| (iii) | On January 16, 2024,
| |
| (iv) | On February 19, 2024, |
| (v) | During the three months ended April 30, 2024, April 2023 Warrants, September 2023 Warrants and January 2024 Warrants were exercised into |
| (vi) | On April 3, 2024, |
| (vii) | On May 9, 2024, |
| (viii) | On June 17, 2024, |
| (ix) | During the period between June 20, 2024 and July 16, 2024, April 2023 Warrants, September 2023 Warrants and January 2024 Warrants were exercised into |
| (ix) | On July 4, 2024, |
| (xi) | During the period between July 4, 2024 and July 8, 2024, |
F-12
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Expressed in United States Dollars)
(Unaudited)
| 7. | Warrants |
The following table summarizes the changes in the Company’s warrants:
| Number of warrants | Historic weighted average exercise price per warrant shares | |||||||
| Balance, October 31, 2023 | $ | |||||||
| Issuance of January 2024 warrants (*) | ||||||||
| Exercise of warrants | ( | ) | ||||||
| Expiration of warrants | ( | ) | ||||||
| Balance, October 31, 2024 | $ | |||||||
| Number of shares to be issued from the exercise of these warrants, October 31, 2024 | ||||||||
| Balance, October 31, 2024 | $ | |||||||
| Exercise of warrants | ( | ) | ||||||
| Expiration of warrants | ( | ) | ||||||
| Balance, July 31, 2025 | $ | |||||||
| Number of shares to be issued from the exercise of these warrants | ||||||||
| (*) |
As of July 31, 2025, the following warrants were outstanding:
| Number of warrants outstanding | Number of shares to be issued from the exercise of warrants (warrant shares) | Exercise price per warrant shares | Exercise price per warrant shares (USD) | Expiry date | ||||||||||||
| C$ | $ | |||||||||||||||
| $ | $ | |||||||||||||||
| $ | $ | |||||||||||||||
| $ | $ | |||||||||||||||
F-13
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Expressed in United States Dollars)
(Unaudited)
| 8. | Stock Options |
| a. | On January 6, 2025, the shareholders of the Company approved the Omnibus Equity Incentive Plan, the “Omnibus Plan”. Pursuant to the Omnibus Plan, the Company is authorized to grant options or RSUs to officers, directors, employees and consultants enabling them to acquire, together with” Options”, “Awards” or “Stock Options” as defined, up to |
The maximum number of common shares
reserved for issuance in any
| b. |
| Number of options |
Weighted average exercise price (C$) |
Weighted average exercise price (USD$) |
||||||||||
| Outstanding, October 31, 2023 | C$ | $ | ||||||||||
| Expired | ( |
) | ||||||||||
| Outstanding, October 31, 2024 | C$ | $ | ||||||||||
| Outstanding, July 31, 2025 | C$ | $ | ||||||||||
| Exercisable, July 31, 2025 | C$ | $ | ||||||||||
F-14
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Expressed in United States Dollars)
(Unaudited)
| 8. | Stock Options (continued) |
| c. |
| Outstanding | Exercisable | |||||||||||||||||||||||||
| Number of stock options | Weighted average remaining contractual life (years) | Weighted average exercise price (C$) | Weighted average exercise price (USD$) | Number of stock options | Weighted average exercise price (C$) | Weighted average exercise price (USD$) | ||||||||||||||||||||
| | C$ | $ | | | C$ | $ | | |||||||||||||||||||
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| | C$ | $ | | | C$ | $ | | |||||||||||||||||||
The fair value for stock options previously granted to certain consultants for ongoing services measured during the period have been estimated using the Black-Scholes option pricing model assuming no expected dividends or forfeitures and the following weighted average assumptions:
| Nine months ended July 31, 2025 |
Nine months ended July 31, 2024 |
|||||||
| Risk-free interest rate | % | % | ||||||
| Expected life (in years) | ||||||||
| Expected volatility | |
% | % | |||||
Expected volatility was determined
by calculating the historical volatility of the comparison companies’ share price over the previous
| d. | The portion of the total fair value of stock options expensed during the three and nine months ended July 31, 2025, was $ and $ |
F-15
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Expressed in United States Dollars)
(Unaudited)
| 9. | Restricted Share Units |
| a. | The Company is able to grant RSUs pursuant to the Omnibus Plan to its directors, officers, employees, and consultants. Each RSU is equivalent in value to a common share and upon vesting, results in the holder thereof being issued, at the discretion of the Board, either (i) a common share, or (ii) an amount of cash equal to the fair market value of a common share. |
| b. |
| Number of RSUs | Weighted average issue price (C$) | Weighted average issue price (USD$) | ||||||||||
| Balance, October 31, 2023 | $ | $ | ||||||||||
| Granted | ||||||||||||
| Exercised | ( | ) | ||||||||||
| Balance, October 31, 2024 | $ | $ | ||||||||||
| Granted (i) | ||||||||||||
| Exercised | ( | ) | ||||||||||
| Balance, July 31, 2025 (*) | $ | $ | ||||||||||
| (i) |
| (*) |
F-16
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Expressed in United States Dollars)
(Unaudited)
| 10. | Financial Instruments and Risk Management |
| a. |
| 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 July 31, 2025 | |||||||||||||
| Short-term investment- common shares | $ | $ | $ | $ | ||||||||||||
| Derivative warrant liabilities | ||||||||||||||||
Assets and liabilities measured at fair value on a recurring basis were presented in 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 | $ | $ | $ | $ | ||||||||||||
| Short-term investment- Polyrizon Warrants | ||||||||||||||||
| Derivative warrant liabilities | ||||||||||||||||
The fair value of other assets and liabilities, 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 and cash equivalents. 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.
F-17
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Expressed in United States Dollars)
(Unaudited)
| 10. | Financial Instruments and Risk Management (continued) |
| c. | Foreign Exchange Rate Risk (continued) |
The following table indicates the impact
of foreign currency exchange risk on net working capital as of July 31, 2025. The table below also provides a sensitivity analysis of
a
| Cash and cash equivalents | $ | |||
| Other receivables | ||||
| Accounts payable and accrued liabilities | ( | ) | ||
| Due to related parties | ( | ) | ||
| Total foreign currency financial assets and liabilities | $ | |||
| Impact of a | $ |
| 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 fair value of the derivative warrant liabilities can fluctuate depending on the fluctuation in the risk-free interest rate.
| 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 July 31, 2025 and October 31, 2024:
| July 31, 2025 | Total | Within 1 year | Within 2-5 years | |||||||||
| Accounts payable and accrued liabilities | $ | $ | $ | |||||||||
| Due to related parties | ||||||||||||
| Lease liability | ||||||||||||
| $ | $ | $ | ||||||||||
| October 31, 2024 | Total | Within 1 year | Within 2-5 years | |||||||||
| Accounts payable and accrued liabilities | $ | $ | $ | |||||||||
| Due to related parties | ||||||||||||
| Lease liability | ||||||||||||
| $ | $ | $ | ||||||||||
F-18
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended July 31, 2025 and 2024
(Expressed in United States Dollars)
(Unaudited)
| 11. | 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 share capital and share premium, warrants 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, 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 nine months ended July 31, 2025.
| 12. | Segmented Information |
As of July 31, 2025, the Company has
| 13. | Commitments |
| a. | On January 15, 2024, the Company entered into a license agreement with BIRAD, the research and development company of Bar-Ilan University, which provides the Company with an exclusive, perpetual, worldwide and sublicensable license to use the joint patent that the Company has with BIRAD, to further develop, manufacture and commercialize products for innovative treatment of cocaine addiction (“the BIRAD License Agreement”). According to the BIRAD License Agreement, the Company shall pay BIRAD royalties at the rate of |
| b. | On March 19, 2024, the Company entered into a License Agreement with Yissum Research Development Company of the Hebrew University of Jerusalem, which provides to the Company with an exclusive, perpetual, worldwide and sublicensable license to use the Yissum’s patent titled “Psychedelic compounds, methods of their preparation and uses thereof” to further develop, manufacture, and commercialize innovative compounds targeted at treating post-traumatic stress disorder and other health conditions (the “Yissum PTSD License Agreement”). According to the Yissum PTSD License Agreement, the Company is required to pay Yissum annual maintenance fees ranging from $ |
| c. | On March 31, 2024, the Company entered into a License Agreement with Yissum Research Development Company of the Hebrew University of Jerusalem, which provides to the Company with an exclusive, perpetual, worldwide and sublicensable license to use Yissum’s patent “Psychoactive compounds, methods of their preparation and uses thereof in the treatment of mental disorders” to further develop, manufacture, and commercialize innovative compounds targeted at Generation 3.0 psychedelic compounds for the treatment of mental disorders (the “Yissum Psychedelic License Agreement). According to the Yissum Psychedelic License Agreement, the Company is required to pay Yissum annual maintenance fees ranging from $ |
| d. | Respect to the Company’s lease commitment, refer to Note 4c. |
| 14. | Subsequent Events |
On August 11, 2025, the Company issued
F-19