Clearmind prices 1.5M units at $1.60 in registered direct, private placement

Clearmind Medicine has entered into definitive agreements with institutional investors for the purchase and sale of Common Shares and pre-funded warrants in a registered direct offering. In a concurrent private placement, the Company also agreed to sell to the same investors Common Warrants. Aggregate gross proceeds to the Company from both transactions are expected to be approximately $2.4 million. The transactions consist of the sale of an aggregate of 1,500,000 Common Units each consisting of one Common Share or Pre-Funded Warrant and one PIPE Common Warrant to purchase one Common Share per warrant at an exercise price of $1.60. The public offering price per Common Unit is $1.60. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded Unit sold in the offering, the number of Common Units in the offering will be decreased on a one-for-one basis. The initial exercise price of each PIPE Common Warrant is $1.60 per Common Share. The PIPE Common Warrants are exercisable immediately subject to registration and expire 60 months after the initial issuance date. The sale of securities is not available to Canadians or residents of Canada and the transactions are expected to close on or about January 16, 2024, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the offerings, together with its existing cash, for general corporate purposes and working capital. Aegis Capital Corp. is acting as Exclusive Placement Agent for the offerings. Greenberg Traurig, P.A. is serving as U.S. counsel to the Company, and Daniel Bloch, Barrister & Solicitor is serving as Canadian counsel to the Company for the offerings. Kaufman & Canoles, P.C. is serving as counsel to the Placement Agent for the offerings.