Clearmind Medicine Inc美股招股说明书(2025-11-19版)

CLEARMIND MEDICINE INC. We areoffering pursuant to this prospectus supplement and the accompanying prospectus 10,925,000 common shares, no par value, orthe common shares, at an offering price of $0.20 per Common Share. Our Common Shares are currently traded on the Nasdaq Capital Market, or Nasdaq, under the symbol “CMND.” On November 18,2025, the last reported sale price of our Common Shares on the Nasdaq was $0.216 per share. Our Common Shares also trade on the Frankfurt Stock Exchange, or FSE, under the symbol “CWY”. On November 18, 2025, the lastreported sales price of our Common Shares on the FSE was EUR 0.29 (approximately $0.34) per share. The highest aggregate market value of the outstanding Common Shares held by non-affiliates within the 60 days prior to thisprospectus supplement based on the closing price of the Common Shares on the Nasdaq on September 19, 2025, as calculated inaccordance with General Instruction I.B.5. of Form F-3, was approximately $26.2 million. During the twelve calendar months We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, and have elected to comply withcertain reduced public company reporting requirements. Investing in the securities involves a high degree of risk. See “RiskFactors” beginning on page S-6 of this prospectussupplement and in the documents incorporated by reference into this prospectus supplement and the accompanying Neither the Securities and Exchange Commission nor any state or other securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is acriminal offense. Delivery of the securities is expected to be made on or aboutNovember 20, 2025 subject to customary closing conditions. The date of this prospectus supplement is November 19, 2025 Prospectus Supplement ABOUTTHIS PROSPECTUS SUPPLEMENT A registration statement on Form F-3 (File No. 333-275991) utilizing a shelf registration process relating to the securitiesdescribed in this prospectus supplement was declared effective on December 26, 2023. Under that shelf registration statement, ofwhich this prospectus supplement is a part, we may, from time to time, sell up to an aggregate of $50 million of Common Shares, This document contains two parts. The first part is this prospectus supplement, which describes the terms of this offering ofthe Common Shares, and also adds, updates and changes information contained in the accompanying prospectus and the documentsincorporated herein and therein by reference. The second part is the accompanying prospectus, which gives more general informationabout us, some of which may not apply to this offering. You should read both this prospectus supplement and the accompanyingprospectus, including the information incorporated by reference herein and therein. To the extent the information contained in thisprospectus supplement differs or varies from the information contained in the accompanying prospectus or any document filed prior tothe date of this prospectus supplement and incorporated herein or therein by reference, the information in this prospectus supplementwill control; provided, that if any statement in one of these documents is inconsistent with a statement in another document having alater date, the statement in the document having the later date modifies or supersedes the earlier statement. In addition, this prospectus You should rely only on the information contained in or incorporated by reference into this prospectus supplement and theaccompanying prospectus. We have not authorized anyone to provide you with information that is different. No dealer, salesperson orother person is authorized to give any information or to represent anything not contained in or incorporated by reference into thisprospectus supplement and the accompanying prospectus, and you must not rely upon any information or representation not containedin or incorporated by reference into this prospectus supplement or the accompanying prospectus. This prospectus supplement and theaccompanying prospectus do not constitute an offer to sell or solicitation of an offer to buy these securities in any circumstances underwhich the offer or solicitation is unlawful. We are offering to sell, and seeking offers to buy, our securities offered hereby only injurisdictions where offers and sales are permitted. You should not assume that the information we have included in this prospectus In this prospectus supplement, “we,” “us,” “our,” the “Company” and “Clearmind” refer to Clearmind Medicine Inc. Alltrademarks or trade names referred to in this prospectus are the property of their respective owners. Solely for convenience, thetrademarks and trade names in this prospectus supplement are referred to without the ® and ™ symbols, but such references shouldnot be construed as any indicator that their respective owners will not assert, to