EX-99.2 3 ea020732801ex99-2_clear.htm MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2024

Exhibit 99.2

CLEARMIND MEDICINE INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the Three and Six Months Ended April 30, 2024

(Expressed in United States Dollars)

CLEARMIND MEDICINE INC.

Management’s Discussion and Analysis

For the Three and Six Months Ended April 30, 2024

This Management’s Discussion and Analysis (“MD&A”) of Clearmind Medicine Inc. (“Clearmind” or the “Company”), prepared as of June 13, 2024, should be read in conjunction with the unaudited condensed interim consolidated financial statements and the notes thereto for the three and six months ended April 30, 2024, which were prepared in accordance with International Financial Reporting Standards (“IFRS”). All amounts are expressed in United States dollars unless otherwise indicated.

Additional information about the Company is available on SEDAR at www.sedar.com.

Cautionary Statement Regarding Forward-Looking Information

This MD&A may contain “forward-looking statements” which reflect the Company’s current expectations regarding future results of operations, performance and achievements of the Company. The Company has tried, wherever possible, to identify these forward-looking statements by, among other things, using words such as “anticipate,” “believe,” “estimate,” “expect” and similar expressions. The statements reflect the current beliefs of the management of the Company, and are based on currently available information. Accordingly, these statements are subject to known and unknown risks, uncertainties and other factors, which could cause the actual results, performance, or achievements of the Company to differ materially from those expressed in, or implied by, these statements.

The Company undertakes no obligation to publicly update or review the forward-looking statements whether as a result of new information, future events or otherwise.

Historical results of operations and trends that may be inferred from the following discussions and analysis may not necessarily indicate future results from operations.

Description of Business and Company Overview

Corporate Information

The Company was incorporated on July 18, 2017, pursuant to the provisions of the Business Corporations Act (British Columbia). The Company’s principal executive offices are located at 101 – 1220 W. 6th Ave, Vancouver, BC V6H1A5 and its operational offices are located at 20 Rahul Wallenberg, Tel Aviv, Israel.

On November 14, 2022, the Company completed a listing on the Nasdaq Capital Market (“Nasdaq”). The Company trades under the symbol “CMND” on the Nasdaq and on the Frankfurt Stock Exchange, or FSE, under the symbol “CWY”. 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.

On November 28, 2023, the Company’s Board approved a 1-for-30 reverse split of its issued and outstanding common shares, effective as of November 28, 2023, such that each thirty of the Company’s common shares, no par value, were consolidated into one common share, no par value.

On January 16, 2024, the Company completed a registered direct and private placement for aggregate gross proceeds of $2.40 million.

Company Overview

The Company is a clinical pharmaceutical company currently engaged in phase I/IIa clinical trials of novel psychedelic medicines to solve widespread, yet under-served, health problems. The Company’s goal is to develop and provide a new type of treatment for mental health disorders, including AUD, binge drinking and eating disorders, where there is significant unmet need and lack of innovation. The Company sees psychedelic therapies, which previously may have been overlooked or underused, as the future of treatment for a variety of indications. The Company believes that its solution for AUD can help solve one of the world’s biggest health problems, which costs the United States alone roughly $250 billion each year.

The Company’s flagship treatment and focus for the short term is on AUD, which is incredibly common. It varies from mild to excessive and describes a person’s inability to restrict their alcohol consumption, despite negative social, occupational, or health consequences. Alcohol consumption contributes to 3 million deaths each year globally and is the third most common preventable cause of death in the United States. Apart from potentially changing people’s lives, the Company believes that the Company’s treatment could potentially reduce the amount currently being spent on the consequences of AUD in the United States, Europe, India, China and other countries around the world. The Company also believes that its treatment may address binge drinking. 95,000 people die every year in the United States alone due to binge drinking.

CLEARMIND MEDICINE INC.

Management’s Discussion and Analysis

For the Three and Six Months Ended April 30, 2024

Significant developments during the period

On January 10, 2024, the Company announced that it completed a Type A meeting with the U.S. Food and Drug Administration (FDA) to discuss the Company’s clinical trial of its proprietary MEAI-based, CMND-100 compound, for the treatment of Alcohol Use Disorder treatment (AUD) using its novel psychedelic- based therapy. The active ingredient in CMND-100 is MEAI (5-methoxy-2-aminoindane), a novel psychoactive molecule that has been reported to reduce the desire to consume alcoholic beverages while exerting a euphoric alcohol-like experience. MEAI was found to interact with the serotonergic receptors 5-HT1a, 5-HT2a and 5-HT2b. The serotonergic system is considered to play a key role in the regulation of alcohol intake, reward, preference, and dependence. MEAI was also found to interact with the alpha-2-adrenergic receptors α2A, α2B and α2C and the plasma membrane monoamine transporters for dopamine (DAT), norepinephrine (NET) and serotonin (SERT); these are believed to participate in mediating alcohol drinking behavior, and therefore could constitute important molecular targets for interventions that target drugs of abuse such as alcohol.

On January 16, 2024, the Company completed the closing of the 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 were approximately $2.4 million. The transactions consisted of the sale of an aggregate of 1,500,000 Common Units (or Pre-Funded Units), each consisting of one Common Share or Pre-Funded Warrant and one Common Warrant to purchase one Common Share per warrant at an exercise price of $1.60. The public offering price per Common Unit was $1.60 (or $1.5999 for each Pre-Funded Unit, which is equal to the public offering price per Common Unit sold in the offering minus an exercise price of $0.0001 per Pre-Funded Warrant). The Pre-Funded Warrants were 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 decreased on a one-for-one basis. The Common Warrants will be exercisable immediately after registration and expire 60 months after the initial issuance date.

On February 1, 2024, the Company announced the signature of a long-term licensing agreement with BIRAD, the research and development company of Bar-Ilan University, a leading Israeli research center. The licensing agreement refers to the Company’s dedicated treatment for cocaine addiction which previously indicated a significant decrease in cocaine craving. Clearmind previously reported positive pre-clinical results for the treatment of cocaine addiction using MEAI, its novel psychedelic molecule. The pre-clinical trial was led by Professor Gal Yadid and his team from the Gonda Multidisciplinary Brain Research Center located at Bar-Ilan University (Ramat Gan, Israel), one of the most respected researchers and research institutions in the field of addiction. The trial was designed according to the self-administration paradigm, which is the gold-standard model for examining drug addiction and is based on operant conditioning. Animals previously conditioned with cocaine, received either cocaine (at 15mg/kg) or MEAI at doses of 2.5, 5, 10 and 20 mg/kg. Animals treated with MEAI spent less time in the compartment associated with cocaine. The results suggested a potential role for MEAI in abolishing cocaine-induced conditioned place-preference and eliminating heightened craving, as well as establishing that the compound was not addictive. The 5 mg/kg dose was found to be the most effective dose and was selected for further study.

In an additional trial, animals were catheterized and trained to self-administer cocaine. After the establishment of the addiction model, animals underwent an extinction phase where no cocaine was administered and MEAI was given to the test group. Finally, a relapse phase was carried out where the addicted animals were reminded of the drug with a single administration and then the animals were returned to the self-administration habitat without receiving the drug. The assumption was that the more an animal yearns to receive the drug, the more it would press on the active pedal. The results identified a sub-group within the study, which dramatically responded to the treatment, significantly decreasing the craving for cocaine, as compared to the non-treated control group. This sub-group, representing 60% of animals, showed very high response, both within the sub-group and across the animals tested. This pattern of results aligns with a previous Clearmind study that tested the conditioned place-preference paradigm, where a similar sub-population group was identified in the context of cocaine preference. This research also demonstrated MEAI’s unique ability to treat cocaine addiction and its potential to become, if approved by regulatory agencies, the first dedicated cocaine addiction treatment.

CLEARMIND MEDICINE INC.

Management’s Discussion and Analysis

For the Three and Six Months Ended April 30, 2024

On February 5, 2024, the Company announced that it has received patent approval for its psychedelic based treatment of binge behaviors in China by the China National Intellectual Property Administration. The granting of this latest patent establishes both the Company’s patent protection around its flagship molecule as well as its extensive IP protection in the psychedelic space.

‍On February 20, 2024, the Company announced that it has submitted three patent applications under the international Patent Cooperation Treaty (“PCT”), as part of its ongoing collaboration with SciSparc Ltd. (Nasdaq: SPRC) (“SciSparc”), a specialty clinical-stage pharmaceutical company focusing on the development of therapies to treat disorders of the central nervous system. The three patent applications refer to novel proprietary combinations of lysergic acid diethylamide (LSD), psilocybin and N,N-dimethyltryptamine (DMT) and SciSparc’s Palmitoylethanolamide (PEA), the active ingredient of SciSparc’ proprietary CannAmide™. These applications were previously filed as provisional patent applications with the United States Patent and Trademark Office (USPTO). The latest patent applications build upon Clearmind’s broad IP protection in the psychedelic space, which now includes 27 granted patents and 24 pending patent applications across 15 patent families, nine of which have been granted in major jurisdictions such as the US, Europe, China, and India.

On February 23, 2024, the Company announced that it has received approval from the Ministry of Health of Israel to commence its phase I/IIa clinical trial for alcohol use disorder (AUD) patients using the Company’s proprietary MEAI-based (5-methoxy-2-aminoindane) CMND-100 oral capsule. The clinical trial is a multinational, multi-center, single and multiple dose tolerability, safety and pharmacokinetic study of CMND-100 in healthy volunteers and AUD subjects. The Israeli study will be led by Prof. Mark Weiser, M.D., head of the Psychiatric Division at the Sheba Medical Center in the Tel Aviv suburb of Ramat Gan.

The active ingredient in CMND-100 is MEAI, an innovative, psychoactive and non-hallucinogenic molecule that has been reported to reduce the desire to consume alcoholic beverages, while exerting a slight euphoric alcohol-like experience. MEAI was found to interact with the serotonergic receptors 5-HT1a and 5-HT2a. The serotonergic system is considered to play a key role in the regulation of alcohol intake, reward, preference, and dependence. MEAI was also found to interact with the alpha-2-adrenergic receptors α2A, α2B and α2C, as well as the plasma membrane monoamine transporters for dopamine (DAT), norepinephrine (NET) and serotonin (SERT). These receptors and transporters are believed to participate in mediating alcohol drinking behavior and could constitute important molecular targets for interventions that target drugs subject to abuse, such as alcohol.

On February 27, 2024, the Company announced that it has submitted three patent applications under the international Patent Cooperation Treaty (“PCT”), as part of its ongoing collaboration with SciSparc Ltd. (Nasdaq: SPRC) (“SciSparc”), a specialty clinical-stage pharmaceutical company focusing on the development of therapies to treat disorders of the central nervous system. The three patent applications refer to novel proprietary combinations of 3,4-Methylenedioxymethamphetamine (MDMA), Ibogaine, and Ketamine and SciSparc’s Palmitoylethanolamide (PEA), the active ingredient of SciSparc’ proprietary CannAmide™. These applications were previously filed as provisional patent applications with the United States Patent and Trademark Office (USPTO). The latest patent applications build upon Clearmind’s broad IP protection in the psychedelic space, which now includes 27 granted patents and 24 pending patent applications across 15 patent families, nine of which have been granted in major jurisdictions such as the US, Europe, China, and India.

On March 13, 2024, the Company announced that it has received approval for a voluntary delisting of its common shares from the Canadian Securities Exchange (“CSE”). The delisting from the CSE does not affect the Company’s listing on the NASDAQ Capital Market (the “NASDAQ”). The common shares will continue to trade on the NASDAQ under the symbol CMND. The Company believes that the trading volume of its shares on the CSE no longer justified the expenses and administrative efforts required to maintain a dual listing. The Company also believes that the delisting from the CSE will create a central marketplace for its common shares on the NASDAQ, and ultimately benefit the long-term liquidity and shareholder value of the Company. Following delisting from the CSE, Clearmind’s shareholders can trade their common shares through their brokers on NASDAQ. As most brokers in Canada, including many discount and online brokers, have the ability to buy and sell securities listed on NASDAQ, Clearmind’s NASDAQ listing will continue to provide shareholders with the same accessibility to trade the Company’s common shares. Shareholders holding shares in Canadian brokerage accounts should contact their brokers to confirm how to trade Clearmind’s shares on the NASDAQ.

CLEARMIND MEDICINE INC.

Management’s Discussion and Analysis

For the Three and Six Months Ended April 30, 2024

On March 27, 2024, the Company announced that it has submitted its tenth patent application under the international Patent Cooperation Treaty (“PCT”), as part of its ongoing collaboration with SciSparc Ltd. (Nasdaq: SPRC) (“SciSparc”), a specialty clinical-stage pharmaceutical company focusing on the development of therapies to treat disorders of the central nervous system. The patent applications refer to the novel proprietary composition of Clearmind’s MEAI compound (5-methoxy-2-aminoindane) with Palmitoylethanolamide (“PEA”), the active ingredient of SciSparc’s proprietary CannAmide™, for preventing and/or treating depression. This application was previously filed as provisional patent application with the United States Patent and Trademark Office (“USPTO”). According to the ResearchAndMarkets.com, the global depression and anxiety disorders treatment market size was estimated to be USD 21.56 billion in 2023 and is expected to reach at USD 41.83 billion by 2034 with a CAGR of 6.21% during the forecast period 2024-2034.

Overall, as part of this collaboration, nine other patent applications have been filed by Clearmind with the USPTO for various compositions, including the composition of SciSparc’s PEA with Clearmind’s MEAI compound for the treatments of alcohol use disorder, cocaine addiction and obesity and its related metabolic disorders.

On April 10, 2024, the Company announced that it has filed a patent application with United States Patent and Trademark Office (USPTO) for the use of 3-methylmethcathinone (with the chemical name 2-(methylamino)-1-(3-methylphenyl)-1-propanon) (“3-MMC”), to prevent and/or treat eating disorders either alone or in conjunction with Palmitoylethanolamide (“PEA”). A report by the World Obesity Federation, predicts that half the world will be overweight or obese by 2035. The report authors say this increase could put a strain on healthcare systems and cause $4 trillion in economic damage.

On April 17, 2024, the Company has announced that it has signed an exclusive licensing agreement with Yissum Research Development Company of the Hebrew University of Jerusalem. This partnership marks a significant step in harnessing generation 3.0 psychedelic compounds, methods of their preparation, and uses thereof in the treatment of addiction and mental disorders. Under the terms of the agreement, Clearmind receives exclusive worldwide rights to develop, research, manufacture, market, and commercialize products derived from a patent-pending synthesis of psychedelic compounds, enriching the Company’s innovative portfolio in addiction and mental health treatments.

‍On May 7, 2024, the Company has announced that it has signed an exclusive patent licensing agreement with Yissum Research Development Company of the Hebrew University of Jerusalem. This agreement provides Clearmind with exclusive global rights to further develop, manufacture, and commercialize innovative compounds invented by Professors Rami Yaka, Ahmed Masaewa and Avi Priel from the Hebrew University. These novel compounds are targeted at treating post-traumatic stress disorder (PTSD) and other mental health conditions. The global market for PTSD treatment, valued at $16.8 billion in 2023, is expected to reach $27.37 billion by 2033, according to Future Market Insights. Existing treatment options like SSRIs and SNRIs offer limited efficacy and are often accompanied by side effects including nausea, weight gain, sexual dysfunction, insomnia and increased anxiety. Under the terms of the agreement, Clearmind receives exclusive rights to develop, manufacture, and commercialize novel compounds for treating PTSD and other mental health disorders. Clearmind is responsible for the ongoing development and potential commercialization in line with regulatory guidelines. The agreement includes future milestone payments, royalties on future sales, and commitments to safeguard intellectual property rights.

On May 10, 2024, the Company announced that it has advanced in its proprietary MEAI- based alcohol substitute beverage program. The Company has completed most of the pre-clinical studies required for a novel-food application submission according to novel foods and food additives legislation and regulations accepted in many jurisdictions worldwide. Clearmind’s alcohol substitute was granted patents in the U.S., India and Europe. This project is being led by former Red Bull Canada and Juul Labs Canada executive, Nicholas Kadysh, serving as an Executive Special Advisor to the Company. According to a report by IWSR, the leader in global beverage alcohol data and insights, no- and low-alcohol consumption across the world’s leading 10 no/low markets, which account for approximately 70% of global no/low-alcohol volumes, grew by +5% in volume in 2023, and the market is now worth over $13 billion. The no/low alcohol category is forecast to grow at a volume CAGR of +6% between 2023 and 2027, led by no-alcohol at +7%, with low-alcohol expanding by +3% over the same timescale.

CLEARMIND MEDICINE INC.

Management’s Discussion and Analysis

For the Three and Six Months Ended April 30, 2024

Prior Use of Proceeds Disclosure

The table below describes the difference between the Company’s anticipated use of proceeds from public offerings completed since November 2022, as disclosed in previous news releases. The table shows the amounts actually spent for the period from November 1, 2022, through to April 30, 2024. The variances noted below do not have a material impact on the Company’s ability to achieve its business objectives and milestones. The table below does not include proceeds received from the exercise of warrants.

Use of Available Funds	Disclosure Regarding Use of Proceeds (USD)	Spent through to April 30, 2024 (USD)
November 2022 public offering:
To advance the formulation and clinical development efforts in our MEAI patented compounds (completed);	1.5 million	1.46 million
To complete the pre-IND enabling studies and IND submission (completed)	1.0 million	1.0 million
To complete planned Phase I/IIa studies	3.5 million	0.44 million
The remainder for working capital and general corporate purposes and possible in-licensing of intellectual property for new product candidates	0.4 million	0.4 million
April 2023 Public Offering
General corporate purposes, which may include operating expenses, research and development, including clinical and pre-clinical testing of our product candidates, working capital, future acquisitions and general capital expenditures	2.9 million	2.9 million
September 2023 Public Offering
For general corporate purposes, which may include operating expenses, research and development, including clinical and pre-clinical testing of its product candidates, working capital, future acquisitions and general capital expenditures.	2.25 million	0.45 million
January 2024 Public Offering
For general corporate purposes and working capital.	2.4 million	0.6 million

CLEARMIND MEDICINE INC.

Management’s Discussion and Analysis

For the Three and Six Months Ended April 30, 2024

Selected Financial Information

The following financial data prepared in accordance with IFRS in United States dollars is presented for the three- and six-month period ended April 30, 2024 and 2023.

	Three months ended						Six months ended
	April 30,						April 30,
	2024			2023			2024			2023

Operating expenses
General and administrative	$	980,549		$	1,338,445		$	2,137,062		$	2,583,873
Research and development, net		322,956			317,572			550,434			905,202
Total operating expenses		1,303,505			1,656,017			2,687,496			3,489,075

Finance income (expenses)

Changes in fair value of derivative warrant liabilities		405,002			(360,557	)		560,145			(360,557	)
Unrealized gain (loss) on short-term investment		415,270			4,445			415,826			(58,749	)
Realized loss on short-term investment		(423,438	)		–			(423,438	)		–
Foreign exchange gain (loss)		1,255			(60,952	)		2,671			(95,356	)
Other finance income, net		33,955			5,966			94,531			23,981
Total finance income (expenses)		432,044			(411,098	)		649,735			(490,681	)

Other income
Dividend received		–			–			–			16,555
Total other income		–			–			–			16,555

Loss before taxes		(871,461	)		(2,067,115	)		(2,037,761	)		(3,963,201	)
Tax expenses		(36,756	)		(9,267	)		(238,256	)		(12,650	)
Net Loss and Comprehensive loss	$	(908,217	)	$	(2,076,382	)	$	(2,276,017	)	$	(3,975,851	)
Loss per share, basic and diluted	$	(0.28	)	$	(16.62	)	$	(0.96	)	$	(39.62	)
Weighted average number of shares for the purposes of basic and diluted loss per share		3,253,267			124,911			2,375,825			100,351

Three-month period ended April 30, 2024, compared to the three-month period ended April 30, 2023

Research Costs

Research costs are comprised primarily of (i) pre-clinical trials and (ii), regulatory professional and other expenses.

For the three-month period ended April 30, 2024, research costs amounted to $322,956 as compared to $317,572 for the three-month period ended April 30, 2023.

During the mentioned period, most of our R&D activity revolved around our upcoming clinical trial.

General and Administrative Expenses

For the three-month period ended April 30, 2024, general and administrative expenses amounted to $980,549 as compared to $1,338,445 for the three-month period ended April 30, 2023.

Finance incomes (expenses)

For the three-month period ended April 30, 2024, financial incomes amounted to $432,044 as compared to financial expenses of ($411,098) for the three-month period ended April 30, 2023. The financial incomes during the three-month period ended April 30, 2024, consist of change in warrant liability of $405,002, foreign exchange gain of $1,255, unrealized gain on short-term investment of $415,270, realized loss on short-term investment of $423,438 and finance income, net of $33,955.

Loss for the period

The Company reported a loss for the three-month period ended April 30, 2024, of $908,217 as compared to a loss of $2,076,382 for the three-month period ended April 30, 2023.

CLEARMIND MEDICINE INC.

Management’s Discussion and Analysis

For the Three and Six Months Ended April 30, 2024

Six-month period ended April 30, 2024, compared to the six-month period ended April 30, 2023

Research Costs

Research costs are comprised primarily of (i) pre-clinical trials and (ii), regulatory professional and other expenses.

For the six-month period ended April 30, 2024, research costs amounted to $550,434 as compared to $905,202 for the six-month period ended April 30, 2023.

During the mentioned period, most of our R&D activity revolved around our upcoming clinical trial. The decrease in activities compare to the prior period results from the large expenses incurred to complete our pre-clinical program.

General and Administrative Expenses

For the six-month period ended April 30, 2024, general and administrative expenses amounted to $2,137,062 as compared to $2,583,873 for the six-month period ended April 30, 2023.

Finance incomes (expenses)

For the six-month period ended April 30, 2024, financial incomes amounted to $649,735 as compared to financial expenses of ($490,681) for the six-month period ended April 30, 2023. The financial incomes during the six-month period ended April 30, 2024, consist of change in warrant liability of $560,145, foreign exchange gain of $2,671, unrealized gain on short-term investment of $415,826, realized loss on short-term investment of 423,438 and finance income, net of $94,531.

Loss for the period

The Company reported a loss for the six-month period ended April 30, 2024, of $2,276,017 as compared to a loss of $3,975,851 for the six-month period ended April 30, 2023.

Financial Summary of Quarterly Results

The following is a summary of the Company’s financial results for the eight most recently completed quarters.

	April 30, 2024			January 31, 2024			October 31, 2023			July 31, 2023

Total revenues	$	–		$	–		$	–		$	–
Net loss		(908,217	)		(1,367,800	)		(4,069,799	)		(575,187	)
Net loss per share, basic and diluted		(0.28	)		(0.90	)		(1.24	)		(2.40	)

	April 30, 2023			January 31, 2023			October 31, 2022			July 31, 2022

Total revenues	$	–		$	–		$	–		$	–
Net loss		(2,076,382	)		(1,899,469	)		(1,554,178	)		(1,483,012	)
Net loss per share, basic and diluted		(16.62	)		(24.80	)		(35.51	)		(33.60	)

Factors causing significant variations in quarterly results are as follows:

●

The decrease in loss for the quarter ended July 31, 2022, was primarily due to a decrease in research and development expenditures.

●

The increase in loss for the quarter ended October 31, 2022, was primarily due to an increase in research and development expenditures.

●

The increase in loss for the quarter ended January 31, 2023, was primarily due to an increase in general and administrative costs.

●

The increase in loss for the quarter ended April 30, 2023, was primarily due to an increase in financial expenses relating to the change in fair value of the warrant liability of $360,557.

●

The decrease in loss for the quarter ended July 31, 2023, was primarily due to a gain on the revaluation of the total warrant liability of $482,331.

CLEARMIND MEDICINE INC.

Management’s Discussion and Analysis

For the Three and Six Months Ended April 30, 2024

●

The increase in loss for the quarter ended October 31, 2023, was primarily due to a loss on the revaluation of the total warrant liability of $2,189,986.

●

The decrease in loss for the quarter ended January 31, 2024, was primarily due to a gain on the revaluation of the total warrant liability of $155,143.

●

The decrease in loss for the quarter ended April 30, 2024, was primarily due to a gain on the revaluation of the total warrant liability of $405,002.

Liquidity and Capital Resources

As of April 30, 2024, the Company had cash on hand of $8,305,927 and working capital of $4,491,100, compared to $5,427,739 and working capital of $824,760 as of October 31, 2023, respectively. During the six-month period ended April 30, 2024, the Company’s overall position of cash increased by $2,878,188 from the year ended October 31, 2023. This increase in cash can be attributed to the following:

●

The Company’s net cash used in operating activities during the six-month period ended April 30, 2024, was $2,654,773 as compared to $4,172,649 for the six-month period ended April 30, 2023. This decrease is mostly due to a decrease in expenditures on operating activities after adjusting for non-cash items, and changes in prepaid expenses, receivables, accounts payable and accrued liabilities and amounts due to/from related parties.

●

Net cash generated from investing activities - being proceeds from the sale of a short-term investment- for the six -month period ended April 30, 2024, was $78,500 as compared to $nil for the six-month period ended April 30, 2023.

●

Net cash provided from financing activities for the six -month period ended April 30, 2024, was $5,461,636 as compared to $9,290,812 for the six-month period ended April 30, 2023. Cash provided in 2024 was from the January 2024 Public Offering and from exercise of warrants. In 2023 the cash was provided from the November 2022 Public Offering and the April 2023 Public Offering.

The Company anticipates that its cash and cash equivalents will provide sufficient liquidity for at least twelve months, however, the Company may have capital requirements in excess of its currently available resources in order to advance all it its programs. The actual amount of cash that the Company will need to operate is subject to many factors, including, but not limited to, the timing, design and conduct of clinical trials. The Company is dependent upon significant future financing to provide the cash necessary to execute its current operations, including the commercialization of any of its drug candidates.

In the event the Company’s plans change, its assumptions change or prove inaccurate, or its capital resources in addition to projected cash flow, if any, prove to be insufficient to fund operations, the Company may be required to seek additional financing. There can be no assurance that the Company will have sufficient financing to meet its future capital requirements or that additional financing will be available on terms acceptable to the Company in the future.

Capital Management

The Company manages its capital to maintain its ability to continue as a going concern and to provide returns to shareholders and benefits to other stakeholders. The capital structure of the Company consists of cash and equity comprised of issued capital, shares issuable, warrants reserve and share-based payment reserve.

The Company manages its capital structure and makes adjustments to it in light of economic conditions. The Company, upon approval from its Board of Directors, will balance its overall capital structure through new share issuances or by undertaking other activities as deemed appropriate under the specific circumstances.

The Company is not subject to externally imposed capital requirements and the Company’s overall strategy with respect to capital risk management remains unchanged from the year ended October 31, 2023.

Off Balance Sheet Arrangements

There are no off-balance sheet arrangements to which the Company is committed.

CLEARMIND MEDICINE INC.

Management’s Discussion and Analysis

For the Three and Six Months Ended April 30, 2024

Transactions With Related Parties

Compensation to key management personnel

(i)

The compensation to key management personnel for services they provide to the Company is as follows:

	Three months ended		Three months ended		Six months ended		Six months ended
	April 30,		April 30,		April 30,		April 30,
	2024		2023		2024		2023

Officers:
Consulting fees	$	78,586	$	87,471	$	248,274	$	220,501
Share based compensation		25,854		30,188		41,555		75,380
	$	113,440	$	117,659	$	289,829	$	295,881
Directors:
Directors’ fees	$	50,902	$	41,834	$	125,525	$	80,976
Share based compensation		68,669		34,029		85,890		78,124
	$	119,571	$	75,863	$	211,415	$	159,100

(ii)

Balances with related parties

	April 30,		October 31,
	2024		2023
Amounts owed to officers	$	30,136	$	29,666
Amounts owed to directors		16,873		12,767
	$	47,009	$	42,433

On March 7, 2022, the Company signed an agreement with SciSparc Ltd. (“SciSparc”), pursuant to which the Company and SciSparc agreed to cooperate in conducting a feasibility study using certain molecules developed by each party (the “Cooperation Agreement”). Certain of the Company’s officers and directors currently operate, manage or are engaged as officers and/or directors of SciSparc.

In June 2023, the Company entered into a research agreement with the Hebrew University of Jerusalem to evaluate SciSparc and the Company’s combination treatment for obesity and metabolic syndrome.

To date, the collaboration has resulted in the filing of nine patent applications. To the extent the parties determine to proceed to a commercial cooperation, they may enter into a joint venture by the parties share the economics and rights on a 50%-50% basis. To date, no determination has been made to pursue the joint venture as the development of the project remains in a very early stage.

For the three and six months ended April 30, 2024, the Company incurred research and development expenses conducted within the framework of the Cooperation Agreement in the amount of $22,306 and $22,808, respectively (three and six months ended April 30, 2023, $30,863 and $88,493 respectively). As of April 30, 2024, $105,022 is owed to the Company by SciSparc (October 31, 2023- $136,002).

On December 25, 2023, the Company entered into an agreement with SciSparc for the lease of office space in Tel Aviv, Israel, having a total area of approximately 240 square meters. The Company occupies approximately 120 square meters of the space for its offices. The Company’s base rent was ILS 23,300 per month ($6,500) during the term of the lease. The lease liability was discounted using the Company’s estimated incremental borrowing rate of 10%.

On March 31, 2024, the Company and SciSparc decided to terminate the lease agreement prior to the initial term of the lease. As a result, the Company paid early termination fees of approximately $15,000 and paid approximately $3,600 to a broker. The loss upon early termination related to this transaction was recorded as general and administrative expenses within the Condensed Interim Consolidated Statements of Operations and Comprehensive Loss.

As of April 30, 2024, the Company and SciSparc were in the process of negotiating the terms of a new lease contract.

CLEARMIND MEDICINE INC.

Management’s Discussion and Analysis

For the Three and Six Months Ended April 30, 2024

Financial Instruments and Risk Management

(a)	Fair Values

Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s statement of financial position as of April 30, 2024, as follows:

	Fair Value Measurements Using
	Quoted prices in active markets for identical instruments (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Balance April 30, 2024
Derivative warrants liability	$	–	$	–	$	3,731,799	$	3,731,799

Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s statement of financial position as of October 31, 2023, as follows:

	Fair Value Measurements Using
	Quoted prices in active markets for identical instruments (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Balance October 31, 2023
Short-term investment	$	86,112	$	–	$	–	$	86,112
Derivative warrants liability		–		–		4,310,379		4,310,379

The fair values financial instruments, which include cash, amounts receivable, accounts payable and accrued liabilities, and amounts due to related parties, approximate their carrying values due to the relatively short-term maturity of these instruments.

(b)	Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. The carrying amount of financial assets represents the maximum credit exposure.

(c)	Foreign Exchange Rate Risk

Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company is exposed to foreign currency risk to the extent that monetary assets and liabilities are denominated in a foreign currency. The Company’s subsidiary operates in Israel and has certain monetary financial instruments denominated in New Israeli Shekel and CAD. The Company has not entered into foreign exchange rate contracts to mitigate this risk.

The following table indicates the impact of foreign currency exchange risk on net working capital as at April 30, 2024. The table below also provides a sensitivity analysis of a 10% strengthening of the foreign currency against functional currencies identified which would have increased (decreased) the Company’s net loss by the amounts shown in the table below. A 10% weakening of the foreign currency against the functional currencies would have had the equal but opposite effect as of April 30, 2024.

Cash and cash equivalents	$	238,379
Other receivables		49,369
Accounts payable and accrued liabilities		(129,877	)
Due to related parties		(37,009	)
Total foreign currency financial assets and liabilities	$	120,862

Impact of a 10% strengthening or weakening of foreign exchange rate	$	12,086

CLEARMIND MEDICINE INC.

Management’s Discussion and Analysis

For the Three and Six Months Ended April 30, 2024

(d)	Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to significant interest rate risk as it does not have any liabilities with variable rates.

(e)	Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s objective to managing liquidity risk is to ensure that it has sufficient liquidity available to meet its liabilities when due. The Company relies on raising debt or equity financing in a timely manner.

The following amounts are the contractual maturities of financial liabilities as of April 30, 2024, and October 31, 2023:

April 30, 2024	Total		Within 1 year		Within 2-5 years

Accounts payable and accrued liabilities	$	421,156	$	421,156	$	–
Due to related parties		47,009		47,009		–
	$	468,165	$	468,165	$	–

October 31, 2023	Total		Within 1 year		Within 2-5 years

Accounts payable and accrued liabilities	$	617,004	$	617,004	$	–
Due to related parties		42,433		42,433		–
	$	659,437	$	659,437	$	–

Accounting Standards Issued But Not Yet Effective

A number of new standards, and amendments to standards and interpretations, are not yet effective for the six months ended April 30, 2024, and have not been early adopted in preparing these condensed interim consolidated financial statements. These new standards, and amendments to standards and interpretations are either not applicable or are not expected to have a significant impact on the Company’s condensed interim consolidated financial statements.

Significant Accounting Estimates and Judgments

The preparation of condensed interim 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.

CLEARMIND MEDICINE INC.

Management’s Discussion and Analysis

For the Three and Six Months Ended April 30, 2024

Significant Estimates

Share-based Compensation

Fair values are determined using the Black-Scholes option pricing model. Estimating fair value requires determining the most appropriate valuation model for a grant of equity instruments, which is dependent on the terms and conditions of the grant. Option-pricing models require the use of highly subjective estimates and assumptions including the expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value estimates and, therefore, existing models do not necessarily provide reliable measurement of the fair value of the Company’s stock options.

Warrant Liability

The Company analyses warrants issued to determine whether they meet the classification as liabilities or equity. Derivative warrant liabilities are adjusted to reflect 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 binomial pricing model.

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 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:

Going Concern

The application of the going concern assumption which requires management to take into account all available information about the future, which is at least but not limited to, 12 months from the year end of the reporting period. The Company is aware that material uncertainties related to events or conditions may cast significant doubt upon the Company’s ability to continue as a going concern.

Disclosure of Outstanding Share Data

Authorized share capital consists of unlimited number of common shares without par value.

As of April 30, 2024, and June 13, 2024, the Company had 3,310,528 and 3,310,616 common shares issued and outstanding, respectively.

As of April 30, 2024, and June 13, 2024, the Company had 5,521 stock options outstanding.

As of April 30, 2024, and June 13, 2024, the Company had 2,925,075 warrants outstanding.

As of April 30, 2024, and June 13, 2024, the Company had 430,984 RSU’s outstanding.

CLEARMIND MEDICINE INC.

Management’s Discussion and Analysis

For the Three and Six Months Ended April 30, 2024

Risks and Uncertainties

The Company business, and investing in the Company’s securities, are subject to numerous risks, as more fully described in the section entitled “Risk Factors” beginning on page 9 and other risk factors contained in the Company’s Annual Information Form filed in SEDAR on December 1, 2022. If any of these risks actually occur, the Company’s business, financial condition or results of operations would likely be materially adversely affected. In each case, the trading price of the Company’s securities would likely decline, and investors may lose all or part of their investment. The following is a summary of some of the principal risks the Company faces:

●

The Company has incurred losses since its inception. The Company anticipated that it will incur significant losses for the foreseeable future, and the Company may never achieve or maintain profitability.

●

The Company’s financial statements contain an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern.

●

If the Company is unable to establish sales and marketing capabilities or enter into agreements to sell and market any product candidates, the Company may not be successful in commercializing those product candidates.

●

If the Company is unable to maintain effective proprietary rights for the Company’s product candidates or any future product candidates, the Company may not be able to compete effectively in its markets.