Bright Minds Biosciences Inc美股招股说明书(2026-01-07版)

Preliminary Prospectus Supplementto Prospectus dated September 2, 2025 Filed Pursuant to Rule 424(b)(5)Registration No. 333-289851 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, asamended, however the information in this preliminary prospectus supplement is not complete and may be changed.Thispreliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, and we are notsoliciting offers to buy these securities, in any state or jurisdiction where the offer or sale is not permitted. Subject to Completion, dated January 6, 2026 $100,000,000 Common SharesPre-Funded Warrants to Purchase up toCommon SharesCommon Shares Underlying the Pre-Funded Warrants This is a public offering ofcommon shares (the "Common Shares" or "Shares") and, in lieu of Common Shares to investors thatso choose,pre-funded warrants (the "Pre-Funded Warrants") to purchaseCommon Shares of Bright Minds Biosciences Inc.("Bright Minds," the "Company," "we," or "us"). The purchase price of each Pre-Funded Warrant equals the price per CommonShare being sold to the public in this offering, minus $0.001, and the exercise price of each Pre-Funded Warrant equals $0.001 perCommon Share. Each Pre-Funded Warrant will be exercisable for one Common Share at any time after the date of issuance of suchPre-Funded Warrant, subject to an ownership limitation. This prospectus supplement also relates to the offering of the Common Sharesissuable upon exercise of the Pre-Funded Warrants. At times, we refer to the Common Shares and the Pre-Funded Warrants beingissued in this offering, collectively, as the "securities". Our Common Shares are traded on the Nasdaq Capital Market (the "NASDAQ") and the Canadian Securities Exchange (the "CSE")under the symbol "DRUG". On January 6, 2026, the closing price of our Common Shares as reported by the NASDAQ was $93.21 perCommon Share.There is no established public trading market for the Pre-Funded Warrants, and we do not expect a market to develop.In addition, we do not intend to apply for listing of the Pre-Funded Warrants on any securities exchange or recognized trading system. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. This investment involves a high degree of risk. You should purchase securities only if you can afford a complete loss. Inreviewing this prospectus supplement, you should carefully consider the matters described under the caption "Risk Factors"beginning on page S-12 as well as the matters described under the caption "Risk Factors" beginning on page 3 of theaccompanying prospectus and in the documents incorporated by reference herein and therein. (1)Assumes no exercise of the underwriter's option to purchase additional Common Shares described below. See "Underwriting" for a description of the compensation payable to the underwriters. The above summary of offering proceeds to us does not give effect to any exercise of the Pre-Funded Warrants being issued in thisoffering. We have granted the underwriters an option to purchase up to an additionalCommon Shares from us, at the public offering price,less the underwriting discount, for 30 days after the date of this prospectus supplement. If the underwriters exercise the option in full,the total underwriting discounts will be $, and the total proceeds to us, before expenses, will be $. The underwriters expect to deliver the securities on or about January, 2026. The date of this prospectus supplement is January, 2026. We have not, and the underwriters have not, authorized any other person to provide any information or to make any representationsother than that contained in this prospectus supplement or in any free writing prospectus prepared by or on behalf of us or to which wemay have referred you or provide you with additional or different information. We and the underwriters take no responsibility for, andcan provide no assurance as to the reliability of, any other information that others may give you. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is notpermitted. You should assume that the information appearing in this prospectus supplement, the accompanying base prospectus, anyfree writing prospectus and the documents incorporated by reference herein and therein is accurate only as of the respective dates ofsuch documents. Our business, financial condition, results of operations and prospects may have changed since those dates.Information in this prospectus supplement updates and modifies the information in the accompanying base prospectus and informationincorporated by reference herein and therein. To the ext