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CLEARMIND MEDICINE INC.
Condensed Interim Consolidated Financial Statements
For The Three Months Ended January 31, 2026
(Expressed in United States Dollars)
CLEARMIND MEDICINE INC.
Condensed Interim Consolidated Statements of Financial Position
(Expressed in United States Dollars)
| January 31, | October 31, | |||||||
| 2026 | 2025 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 9,257,766 | $ | 3,923,058 | ||||
| Other receivables | 119,859 | 35,825 | ||||||
| Short-term investments (Note 3) | 1,089,438 | 1,662,407 | ||||||
| Prepaid expenses | 235,820 | 39,940 | ||||||
| Related parties (Note 4b) | 317,783 | 286,488 | ||||||
| Total current assets | 11,020,666 | 5,947,718 | ||||||
| Non-current assets | ||||||||
| Intangible assets | 94,611 | 97,372 | ||||||
| Restricted cash | 20,848 | 20,560 | ||||||
| Right-of-use asset (Note 14e) | 7,294 | 17,402 | ||||||
| Total non-current assets | 122,753 | 135,334 | ||||||
| Total assets | $ | 11,143,419 | $ | 6,083,052 | ||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | 912,718 | $ | 682,163 | ||||
| Due to related parties (Note 4a) | 227,684 | 60,232 | ||||||
| Derivative warrant liabilities (Note 5) | 1,756,632 | 2,369,195 | ||||||
| Short-term portion of lease liabilities (Note 14e) | 7,977 | 18,800 | ||||||
| Convertible loans (Note 6) | - | 1,760,066 | ||||||
| Total current liabilities | 2,905,011 | 4,890,456 | ||||||
| Total liabilities | $ | 2,905,011 | $ | 4,890,456 | ||||
| Shareholders' equity | ||||||||
| Share capital and share premium (Note 7) | 35,948,714 | 26,402,659 | ||||||
| Warrants (Note 8) | 459,341 | 459,341 | ||||||
| Share-based payment reserve (Notes 9, 10) | 3,585,910 | 2,231,570 | ||||||
| Accumulated other comprehensive loss | ( 21,250 | ) | ( 21,250 | ) | ||||
| Accumulated deficit | ( 31,734,307 | ) | ( 27,879,724 | ) | ||||
| Total shareholders' equity | 8,238,408 | 1,192,596 | ||||||
| Total liabilities and shareholders' equity | $ | 11,143,419 | $ | 6,083,052 |
Approved and authorized for issuance on behalf of the Board of Directors
| /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)
CLEARMIND MEDICINE INC.
Condensed Interim Consolidated Statements of Operations and Comprehensive
(Expressed in United States Dollars)
| Three months ended | ||||||||
| January 31, | ||||||||
| 2026 | 2025 | |||||||
| Operating expenses | ||||||||
| General and administrative | $ | 3,019,421 | $ | 1,034,736 | ||||
| Research and development, net | 640,494 | 461,438 | ||||||
| Total operating expenses | 3,659,915 | 1,496,174 | ||||||
| Finance income (expenses) | ||||||||
| Changes in fair value of derivative warrant liabilities (Note 5) | 365,926 | 514,750 | ||||||
| Changes in fair value of short-term investments (Note 3) | ( 572,969 | ) | ( 71,705 | ) | ||||
| Foreign exchange gain (loss) | 6,262 | ( 4,450 | ) | |||||
| Other finance expenses | ( 4,107 | ) | ( 8,715 | ) | ||||
| Interest income on deposit | 64,649 | 34,008 | ||||||
| Changes in fair value of convertible loans (Note 6) | ( 50,469 | ) | - | |||||
| Total finance income (expenses) | ( 190,708 | ) | 463,888 | |||||
| Loss before taxes | ( 3,850,623 | ) | ( 1,032,286 | ) | ||||
| Tax expenses | ( 3,960 | ) | ( 39,335 | ) | ||||
| Net loss and comprehensive loss | $ | ( 3,854,583 | ) | $ | ( 1,071,621 | ) | ||
| Loss per share, basic and diluted | $ | ( 3.32 | ) | $ | ( 9.55 | ) | ||
| Weighted average number of shares (*) for the purposes of basic and diluted loss per share | 1,162,097 | 112,213 |
(The accompanying notes are an integral part of
these condensed interim consolidated financial statements)
CLEARMIND MEDICINE INC.
Condensed Interim Statements of Changes in Shareholders' Equity
(Expressed in United States Dollars)
| 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, 2025 | 158,076 | $ | 26,402,659 | $ | 459,341 | $ | 2,231,570 | $ | ( 21,250 | ) | $ | ( 27,879,724 | ) | $ | 1,192,596 | |||||||||||||
| Net loss for the period | - | - | - | - | - | ( 3,854,583 | ) | ( 3,854,583 | ) | |||||||||||||||||||
| Exercise of warrants (Note 7c(iii)) | 52,275 | 429,759 | - | - | - | - | 429,759 | |||||||||||||||||||||
| Issuance of common shares upon vesting of restricted share units (Note 7c(iv)) | 1,875 | 60,000 | - | ( 60,000 | ) | - | - | - | ||||||||||||||||||||
| Issuance of shares upon conversion of convertible loans (Notes 6, 7c(i)) | 107,912 | 1,810,535 | - | - | - | 1,810,535 | ||||||||||||||||||||||
| Issuance of common shares (Note 7c(ii)) | 1,179,700 | 7,245,761 | - | - | - | 7,245,761 | ||||||||||||||||||||||
| Share-based compensation (Notes 7c(v), 9, 10) | - | - | - | 1,414,340 | - | - | 1,414,340 | |||||||||||||||||||||
| Balance, January 31, 2026 | 1,499,838 | $ | 35,948,714 | $ | 459,341 | $ | 3,585,910 | $ | ( 21,250 | ) | $ | ( 31,734,307 | ) | $ | 8,238,408 | |||||||||||||
| Balance, October 31, 2024 | 106,670 | $ | 24,168,256 | $ | 459,341 | $ | 2,523,946 | $ | ( 21,250 | ) | $ | ( 24,022,741 | ) | $ | 3,107,552 | |||||||||||||
| Net loss for the period | - | - | - | - | - | ( 1,071,621 | ) | ( 1,071,621 | ) | |||||||||||||||||||
| Exercise of warrants | 7,760 | 437,007 | - | - | - | - | 437,007 | |||||||||||||||||||||
| Issuance of common shares upon vesting of restricted share units | 2,951 | 153,638 | - | ( 153,638 | ) | - | - | - | ||||||||||||||||||||
| Share-based compensation | - | - | - | 380,738 | - | - | 380,738 | |||||||||||||||||||||
| Balance, January 31, 2025 | 117,381 | $ | 24,758,901 | $ | 459,341 | $ | 2,751,046 | $ | ( 21,250 | ) | $ | ( 25,094,362 | ) | $ | 2,853,676 |
(The accompanying notes are an integral part of
these condensed interim consolidated financial statements)
CLEARMIND MEDICINE INC.
Condensed Interim Consolidated Statements of Cash Flows
(Expressed in United States Dollars)
| Three months ended January 31, | ||||||||
| 2026 | 2025 | |||||||
| Operating activities | ||||||||
| Net loss for the period | $ | ( 3,854,583 | ) | $ | ( 1,071,621 | ) | ||
| Adjustments for: | ||||||||
| Amortization of intangible assets | 2,761 | 2,761 | ||||||
| Amortization of right-of-use asset | 10,567 | 9,277 | ||||||
| Interest on lease liability | 383 | 1,278 | ||||||
| Exchange rate differences | ( 7,649 | ) | 4,246 | |||||
| Changes in fair value of derivative warrant liabilities | ( 365,926 | ) | ( 514,750 | ) | ||||
| Changes in fair value of convertible loans | 50,469 | - | ||||||
| Share-based compensation | 1,414,340 | 380,738 | ||||||
| Changes in fair value of short-term investments | 572,969 | 71,705 | ||||||
| Changes in working capital: | ||||||||
| Increase in other receivables | ( 82,283 | ) | ( 27,221 | ) | ||||
| Increase in prepaid expenses | ( 195,542 | ) | ( 244,877 | ) | ||||
| Increase in accounts payable and accrued liabilities | 233,028 | 124,094 | ||||||
| Increase (decrease) in amounts due to / from related parties | 136,517 | ( 1,065 | ) | |||||
| Net cash used in operating activities | ( 2,084,949 | ) | ( 1,265,435 | ) | ||||
| Investing activities | ||||||||
| Proceeds from sale of short-term investment (Note 3) | - | 82,960 | ||||||
| Changes in restricted cash | - | ( 13,498 | ) | |||||
| Net cash provided by investing activities | - | 69,462 | ||||||
| Financing activities | ||||||||
| Proceeds received from issuance of shares (Note 7c (ii)) | 7,245,761 | - | ||||||
| Proceeds received from exercise of warrants (Note 7c (iii)) | 183,122 | 415,086 | ||||||
| Repayment of lease liabilities | ( 11,703 | ) | ( 10,274 | ) | ||||
| Net cash provided by financing activities | 7,417,180 | 404,812 | ||||||
| Effect of foreign exchange rate changes on cash and cash equivalents | 2,477 | ( 1,456 | ) | |||||
| Net increase (decrease) in cash and cash equivalents | 5,334,708 | ( 792,617 | ) | |||||
| Cash and cash equivalents at beginning of period | 3,923,058 | 6,573,813 | ||||||
| Cash and cash equivalents at end of period | $ | 9,257,766 | $ | 5,781,196 | ||||
| Supplementary disclosure of cash flow information: | ||||||||
| Cash received as interest | $ | 64,649 | $ | 34,178 | ||||
| Cash paid in respect of taxes | 21,966 | 3,555 | ||||||
| Cash paid as interest on lease liability | - | 1,278 | ||||||
| Non-cash financing and investing activities | ||||||||
| Issuance of shares upon conversion of convertible loans (Notes 6,7c(i)) | $ | 1,810,535 | $ | - |
(The accompanying notes are an integral part of
these condensed interim consolidated financial statements)
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in United States Dollars)
The Company trades under the symbol
"CMND" on the Nasdaq. 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.
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 three months ended January 31, 2026, the Company had not generated
any revenues and had negative cash flows from operations of $2,084,949. As of January 31, 2026, the Company had an accumulated deficit
of $31,734,307. The continued operations of the Company are dependent on its ability to generate future cash flows or obtain additional
financing through debt or equity. Management is of the opinion that sufficient working capital will be obtained from external financing
sources to meet the Company's liabilities and commitments as they become due, although there is a risk that additional financing
will not be available on a timely basis or on terms acceptable to the Company. These factors raise substantial doubt on the Company's
ability to continue as a going concern. These condensed interim consolidated financial statements do not reflect any adjustments that
may be necessary if the Company is unable to continue as a going concern.
On December 15, 2025, the Company effected
a 1-for-40 reverse split of its issued and outstanding common shares. Following the Reverse Split, holders of the Company's common
shares received 0.025 of a common share for every one common share.
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.
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial
(Expressed in United States Dollars)
The accompanying condensed interim 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.
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").
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, 2025 and the notes thereto (the "2025 Annual Report").
The condensed interim consolidated financial
statements have been prepared on the same basis as the 2025 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 three months ended January 31, 2026 are not necessarily
indicative of the results for the year ending October 31, 2026, or for any future period.
As of January 31, 2026, there have been
no material changes in the Company's significant accounting policies from those that were disclosed in the 2025 Annual Report.
CLEARMIND MEDICINE INC.
Notes to the Condensed Interim Consolidated Financial
(Expressed in United States Dollars)
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
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 their 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
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:
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 twelve
months from the end of the reporting period. The Company is aware that material uncertainties related to events or conditions raise substantial