Clearmind Medicine Inc 2025年年度报告和过渡报告

FORM 20-F ☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGEACT OF 1934 OR ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the fiscal year ended October 31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 Date of event requiring this shell company report ____________ For the transition period from ____________ to ____________ Commission File No.: 001-41557 Clearmind Medicine Inc.(Exact name of registrant as specified in its charter) Translation of registrant’s name into English:Not applicable Dr. Adi Zuloff-ShaniChief Executive Officer101 – 1220 West 6thAvenueVancouver, British Columbia V6H1A5Tel: 973.536.1016Email: invest@clearmindmedicine.com(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Securities registered or to be registered pursuant to Section 12(g) of the Act: None Number of outstanding shares of each of the issuer’s classes of capital or common stock as of October 31, 2024:4,265,186 Common shares. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct. Yes☐No☐ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reportspursuant to Section 13 or 15(d) of the Exchange Act of 1934. Yes☐No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. Yes☐No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,or an emerging growth company. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☐Emerging Growth Company☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate bycheck mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by the FinancialAccounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statementsincluded in this filing. If “Other” has been checked in response to the previous question, indicate by check mark which financial statementitem the registrant has elected to follow.☐Item 17☐Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company. Yes☐No☐ TABLE OF CONTENTS PageINTRODUCTIONiiiEMERGING GROWTH COMPANY STATUSiiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSivMARKET, INDUSTRY, AND OTHER DATAvPART I1ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3.KEY INFORMATION1A.[Reserved]1B.Capitalization and Indebtedness1C.Reasons for the Offer and Use of Proceeds1D.Risk Factors1ITEM 4.INFORMATION ON THE COMPANY65A.History and Development of the Company65B.Business Overview65C.Organizational Structure100D.Property, Plants and Equipment100ITEM 4A.UNRESOLVED STAFF COMMENTS100ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS100A.Operating Results101B.Liquidity and Capital Resources103C.Research and Development, Patents and Licenses106D.Trend Information106E.Critical Accounting Estimates106ITEM 6.DIRECTORS, SENIOR MANAGE