Exhibit 99.1

CLEARMIND MEDICINE INC.

Condensed Interim Consolidated Financial Statements

For The Three and Nine Months Ended July 31, 2024

(Expressed in United States Dollars)

(Unaudited)

CLEARMIND MEDICINE INC. 

Condensed Interim Consolidated Statements of Financial Position

(Expressed in United States Dollars)

(Unaudited)

	July 31,			October 31,
	2024			2023
Assets
Current assets
Cash and cash equivalents	$	7,679,648		$	5,427,739
Other receivables		82,745			104,320
Short-term investment (Note 3)		–			86,112
Prepaid expenses		123,765			40,403
Related parties (Note 4b)		108,597			136,002
Total current assets		7,994,755			5,794,576
Non-current assets
Property and equipment		355			1,727
Intangible assets		111,087			119,310
Restricted cash		7,242			37,675
Right-of-use asset (Note 4c)		59,925			–
Total non-current assets		178,609			158,712
Total assets	$	8,173,364		$	5,953,288
Liabilities
Current liabilities
Accounts payable and accrued liabilities	$	276,744		$	617,004
Due to related parties (Note 4a)		48,577			42,433
Derivative warrant liabilities (Note 5)		4,314,223			4,310,379
Short-term portion of lease liabilities (Note 4c)		35,320			–
Total current liabilities		4,674,864			4,969,816
Non- current liabilities
Long-term lease liabilities (Note 4c)		25,578			–
Total non- current liabilities		25,578			4,969,816
Total liabilities	$	4,700,442		$	4,969,816
Shareholders’ equity
Share capital and share premium (Note 6)		23,800,735			17,131,223
Warrants (Note 7)		459,341			459,341
Share-based payment reserve (Notes 8,9)		2,372,093			2,182,221
Accumulated other comprehensive loss		(21,250	)		(21,250	)
Accumulated deficit		(23,137,997	)		(18,768,063	)
Total shareholders’ equity		3,472,922			983,472
Total liabilities and shareholders’ equity	$	8,173,364		$	5,953,288

Approved and authorized for issuance on behalf of the Board of Directors on September 15, 2024:

/s/ Alan Rootenberg	/s/ Adi Zuloff-Shani
Alan Rootenberg, CFO	Adi Zuloff-Shani, CEO

(The accompanying notes are an integral part of these condensed interim consolidated financial statements) 

2

CLEARMIND MEDICINE INC.

Condensed Interim Consolidated Statements of Operations and Comprehensive Loss

(Expressed in United States Dollars)

(Unaudited)

	Three months ended						Nine months ended
	July 31,						July 31,
	2024			2023			2024			2023
Operating expenses
General and administrative	$	1,125,365		$	838,925		$	3,262,427		$	3,422,798
Research and development, net		345,883			263,954			896,317			1,169,156
Total operating expenses		1,471,248			1,102,879			4,158,744			4,591,954
Finance income (expenses)
Changes in fair value of derivative warrant liabilities (Note 5)		(643,225	)		482,331			(83,080	)		121,774
Unrealized gain (loss) on short-term investment (Note 3)		–			(12,222	)		415,826			(70,971	)
Realized loss on short-term investment (Note 3)		–			–			(423,438	)		–
Foreign exchange gain (loss)		(5,380	)		33,645			(2,709	)		(61,711	)
Other finance income, net		85,024			17,307			179,555			41,288
Total finance income (expenses)		(563,581	)		521,061			86,154			30,380
Other income (expenses)
Other expenses		(16,498	)		–			(16,498	)		–
Dividend received		–			–			–			16,555
Total other income (expenses)		(16,498	)		–			(16,498	)		16,555
Loss before taxes		(2,051,327	)		(581,818	)		(4,089,088	)		(4,545,019	)
Tax income (expenses)		(42,590	)		6,631			(280,846	)		(6,019	)
Net Loss and Comprehensive loss	$	(2,093,917	)	$	(575,187	)	$	(4,369,934	)	$	(4,551,038	)
Loss per share, basic and diluted	$	(0.59	)	$	(2.43	)	$	(1.58	)	$	(31.14	)
Weighted average number of shares (*) for the purposes of basic and diluted loss per share		3,559,860			236,295			2,773,384			146,163

(*) On November 28, 2023, the Company effected a 1-for-30 reverse split of its issued and outstanding common shares, pursuant to which holders of the Company’s common shares received 0.0333 of a common share for every one common share then held. All share data prior to the date of the reverse share split has been retrospectively adjusted.

(The accompanying notes are an integral part of these condensed interim consolidated financial statements)

3

CLEARMIND MEDICINE INC.

Condensed Interim Statements of Changes in Shareholders’ Equity (Deficit)

(Expressed in United States Dollars)

(Unaudited)

	Share capital and share premium						Share-based			Accumulated other						Total shareholders’
	Number of shares (*)		Amount		Warrants		payment reserve			comprehensive income			Accumulated deficit			equity  (deficit)
Balance, October 31, 2023		607,337	$	17,131,223	$	459,341	$	2,182,221		$	(21,250	)	$	(18,768,063	)	$	983,472
Net loss for the period		–		–		–		–			–			(4,369,934	)		(4,369,934	)
Issuance of common shares, pre-funded warrants and warrants (Note 6c(iii))		1,500,000		1,459,815		–		–			–			–			1,459,815
Exercise of warrants (Notes 6c(ii, v, ix))		1,500,274		4,594,808		–		–			–			–			4,594,808
Issuance of common shares upon vesting of restricted share units (Notes 6c(vi, viii, xi))		306,838		511,190		–		(511,190	)		–			–			–
Share-based compensation (Notes 6c (i, iv, vii, ix), 8, 9)		64,794		103,699		–		701,062			–			–			804,761
Balance, July 31, 2024		3,979,243	$	23,800,735	$	459,341	$	2,372,093		$	(21,250	)	$	(23,137,997	)	$	3,472,922
Balance, October 31, 2022		43,992	$	6,706,644	$	459,110	$	1,896,724		$	(21,250	)	$	(10,147,226	)	$	(1,105,998	)
Net loss for the period		–		–		–		–			–			(4,551,038	)		(4,551,038	)
Issuance of common shares		38,462		6,026,327		–		337,579			–			–			6,363,906
Common shares and warrants issued to XYLO TECHNOLOGIES LTD. (formerly Medigus Ltd.)		1,494		296,845		231		–			–			–			297,076
Issuance of common shares, pre-funded warrants and warrants		150,191		1,455,832		–		–			–			–			1,455,832
Issuance of common shares upon vesting of restricted stock units		806		198,265		–		(198,265	)		–			–			–
Share-based compensation		2,330		147,965		–		174,560			–			–			322,525
Balance, July 31, 2023		237,275	$	14,831,878	$	459,341	$	2,210,598		$	(21,250	)	$	(14,698,264	)	$	2,782,303

(*) On November 28, 2023, the Company effected a 1-for-30 reverse split of its issued and outstanding common shares, pursuant to which holders of the Company’s common shares received 0.0333 of a common share for every one common share then held.

All share amounts have been retroactively adjusted for all periods presented.

(The accompanying notes are an integral part of these condensed interim consolidated financial statements)

4

CLEARMIND MEDICINE INC.

Condensed Interim Consolidated Statements of Cash Flows

(Expressed in United States Dollars)

(Unaudited)

	Nine months ended July 31,
	2024			2023
Operating activities
Net loss	$	(4,369,934	)	$	(4,551,038	)
Adjustments for:
Amortization of intangible assets		8,223			12,509
Amortization of right-of-use asset		29,965			35,381
Interest on lease liability		3,924			2,907
Exchange rate differences		2,288			(622	)
Dividend received		–			16,555
Share issuance costs allocated to derivate warrant liability		115,046			–
Depreciation of property and equipment		1,372			5,603
Changes in fair value of derivative warrant liability		83,080			(121,774	)
Share-based compensation		701,374			329,032
Unrealized (gain) loss on short-term investment		(415,826	)		70,971
Realized loss on short-term investment		423,438			–
Tax expenses		39,759			6,019
Changes in working capital:
Decrease (increase) in other receivables		54,820			(153,550	)
Increase in prepaid expenses		(83,380	)		(136,599	)
Decrease in accounts payable and accrued liabilities		(382,275	)		(898,795	)
Increase (decrease) in due to / from related parties		6,612			(164,903	)
Net cash used in operating activities		(3,781,514	)		(5,548,304	)
Investing activities
Proceeds from sale of short-term investment		78,500			–
Restricted Cash		33,803			7,686
Net cash generated in investing activities		112,303			7,686
Financing activities
Proceeds from issuance of common shares and warrants, net of issuance costs (Note 6c (iii))		1,824,773			9,300,048
Proceeds received from issuance of shares		103,387			–
Proceeds received from exercise of warrants (Notes 6c (ii, v, ix))		4,035,568			–
Repayment of lease liabilities		(32,555	)		(40,922	)
Net cash provided by financing activities		5,931,173			9,259,126
Effect of foreign exchange rate changes on cash and cash equivalents		(10,053	)		(26	)
Net increase in cash and cash equivalents		2,251,909			3,718,482
Cash and cash equivalents at beginning of period		5,427,739			128,777
Cash and cash equivalents at end of period	$	7,679,648		$	3,847,259
Supplementary disclosure of cash flow information:
Cash received as interest	$	210,090		$	40,636
Cash paid for taxes		269,007			–
Non-cash financing and investing activities
Derivative liability converted to equity	$	–		$	290,569
Right of use assets obtained in exchange for lease liabilities		181,779			–
Early termination of office lease (Note 4c)		(88,562	)		–

5

CLEARMIND MEDICINE INC.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in United States Dollars)

(Unaudited)

1. Nature of Operations and Going Concern

a. Clearmind Medicine Inc. (the “Company”) was incorporated in the province of British Columbia on July 18, 2017. The Company is a clinical pharmaceutical company currently engaged in phase I/IIa clinical trials of novel psychedelic medicines that have been developed to solve widespread, yet under-served, health problems. The Company’s head office is located at Suite 101 -1220 West 6^th Avenue, Vancouver, BC, V6H 1A5. The Company’s wholly owned Israeli subsidiary (Clearmindmed Ltd.) functions as the research and development arm of the Company.

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, (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 January 16, 2024, the Company completed a registered direct and private placement for aggregate gross proceeds of $2.40 million. See note 6(c)(iii).

b. Going concern

These condensed interim consolidated financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. For the nine months ended July 31, 2024, the Company has not generated any revenues and has negative cash flows from operations of $3,781,514. As of July 31, 2024, the Company has an accumulated deficit of $23,137,997. The continued operations of the Company are dependent on its ability to generate future cash flows or obtain additional financing through debt or equity. Management is of the opinion that sufficient working capital will be obtained from external financing to meet the Company’s liabilities and commitments as they become due, although there is a risk that additional financing will not be available on a timely basis or on terms acceptable to the Company. These factors raise substantial doubt on the Company’s ability to continue as a going concern. These condensed interim consolidated financial statements do not reflect any adjustments that may be necessary if the Company is unable to continue as a going concern.

c. Reverse share split

On November 28, 2023, the Company’s Board of Directors (the “Board”) approved a 1-for-30 reverse split of its issued and outstanding common shares, effective as of November 28, 2023, pursuant to which holders of the Company’s common shares received 0.0333 of a common share for every one common share then held.

All issued and outstanding common shares or instruments convertible into common shares contained in these financial statements have been retroactively adjusted to reflect the reverse share split for all periods presented, unless explicitly stated otherwise.

d. On October 7, 2023, an unprecedented attack was launched against Israel by terrorists from the Hamas terrorist organization that infiltrated Israel’s southern border from the Gaza Strip and in other areas within the State of Israel attacking civilians and military targets while simultaneously launching extensive rocket attacks on the Israeli population, which led to the declaration of the ‘Iron Swords’ War (the “War”). The War is on-going as of the issuance date of these financial statements. The Company’s clinical trials, the laboratory that supports such clinical trials and the Contract Research Organization (CRO) are based in Israel. The extent to which the War may impact the Company’s financial condition, results of operations, or liquidity is uncertain, and as of the date of issuance of these consolidated financial statements, the Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or an adjustment to the carrying value of the Company’s assets or liabilities as of July 31, 2024.

6

CLEARMIND MEDICINE INC.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in United States Dollars)

(Unaudited)

2. Material Accounting Policy Information

a. Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) on a going concern basis.

These condensed interim consolidated financial statements include the accounts of the Company and its 100% owned subsidiaries, Clearmindmed Ltd. and Clearmind Labs Corp. (inactive). All inter-company balances and transactions have been eliminated on consolidation.

These condensed interim consolidated financial statements have been prepared on a historical cost basis, except for financial assets and liabilities (including derivatives) which are presented at fair value through profit or loss (“FVTPL”), and are presented in United States dollars, which is the Company’s functional currency.

b. Unaudited Interim Financial Information

Certain information and footnote disclosures normally included in financial statements prepared in accordance with IFRS have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these condensed interim consolidated financial statements should be read in conjunction with the audited financial statements as of and for the year ended October 31, 2023 and the notes thereto (the “2023 Annual Report”).

The condensed interim consolidated financial statements have been prepared on the same basis as the 2023 Annual Report. In the opinion of the Company’s management, these condensed interim consolidated financial statements contain all adjustments that are necessary to present fairly the Company’s financial position and results of operations for the interim periods presented. The results for the nine months ended July 31, 2024 are not necessarily indicative of the results for the year ending October 31, 2024, or for any future period.

As of July 31, 2024, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2023 Annual Report except for the following:

Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality Judgements—Disclosure of Accounting Policies

The Company has adopted the amendments to IAS 1 for the first time in the current year. The amendments change the requirements in IAS 1 with regard to disclosure of accounting policies. The amendments replace all instances of the term ‘significant accounting policies’ with ‘material accounting policy information’. Accounting policy information is material if, when considered together with other information included in an entity’s financial statements, it can reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements.

The supporting paragraphs in IAS 1 are also amended to clarify that accounting policy information that relates to immaterial transactions, other events or conditions that are immaterial and need not be disclosed. Accounting policy information may be material because of the nature of the related transactions, other events or conditions, even if the amounts are immaterial. However, not all accounting policy information relating to material transactions, other events or conditions is itself material. 

7

CLEARMIND MEDICINE INC.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in United States Dollars)

(Unaudited)

2. Material Accounting Policy Information (continued)

c. Significant Accounting Estimates and Judgments

The preparation of 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.

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, the risk-free interest rate 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 requires management to take into account all available information about the future, which is at least but not limited to, 12 months from the end of the reporting period. The Company is aware that material uncertainties related to events or conditions raise substantial doubt upon the Company’s ability to continue as a going concern.

8

CLEARMIND MEDICINE INC.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in United States Dollars)

(Unaudited)

3. Short-term Investment

Pursuant to the Share Exchange Agreement with XYLO TECHNOLOGIES LTD. (formerly Medigus Ltd.) (“XYLO”), on February 14, 2022, the Company received 27,778 ordinary shares of XYLO. The investment cost of the share was $501,938.

During the nine months ended July 31, 2024, the Company sold all its remaining shares of XYLO, for total proceeds of $78,500 and recorded a net realized loss of $7,612.

	October 31, 2023		Disposals		Net realized loss			July 31, 2024
XYLO – Shares	$	86,112	$	78,500	$	(7,612	)	$	–

	October 31, 2022		Additions		Unrealized loss			October 31, 2023
XYLO – Shares	$	193,750	$	–	$	(107,638	)	$	86,112

4. Related Party Transactions

a. 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		Nine months ended		Nine months ended
	July 31,		July 31,		July 31,		July 31,
	2024		2023		2024		2023
Officers:
Consulting fees	$	86,792	$	98,167	$	335,066	$	318,668
Share based compensation		103,977		31,709		251,717		107,089
	$	190,769	$	129,876	$	586,783	$	425,757
Directors:
Directors’ fees	$	58,538	$	41,022	$	184,063	$	121,998
Share based compensation		101,157		28,558		310,069		106,682
	$	159,695	$	69,580	$	494,132	$	228,680

(ii) Balances with related parties

	July 31,		October 31,
	2024		2023
Amounts owed to officers	$	29,625	$	29,666
Amounts owed to directors		18,952		12,767
	$	48,577	$	42,433

9

CLEARMIND MEDICINE INC.

Notes to the Condensed Interim Consolidated Financial Statements 

(Expressed in United States Dollars)

(Unaudited)

4. Related Party Transactions (continued)

b. 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’s 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 at a very early stage.   For the three and nine months ended July 31, 2024, the Company incurred research and development expenses conducted within the framework of the Cooperation Agreement in the amount of $4,080 and $26,888, respectively (three and nine months ended July 31, 2023- $126,661 and $126,661, respectively). As of July 31, 2024, $108,597 is owed to the Company by SciSparc (October 31, 2023- $136,002).

c. 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 agreed to terminate the lease agreement prior to the initial term of the lease. As a result, the Company paid early termination fees of approximately $13,000 and paid approximately $3,000 to a broker. The loss upon early termination related to this transaction was recorded as other expenses within the Condensed Interim Consolidated Statements of Operations and Comprehensive Loss.   On June 13, 2024, the Company entered into an agreement with SciSparc for the lease of office space in Tel Aviv, Israel, having a total area of approximately 386 square meters. The Company occupies approximately 193 square meters of the space for its offices. The rental period is from April 1, 2024 to March 31, 2026. The Company’s base rent was ILS 12,500 per month ($3,400) during the term of the lease. The lease liability was discounted using the Company’s estimated incremental borrowing rate of 10%.

10

CLEARMIND MEDICINE INC.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in United States Dollars)

(Unaudited)

5. Derivative warrant liabilities

a. On April 6, 2023, the Company issued 4,505,718 warrants in connection with its April 2023 Public Offering (“April 2023 Warrants”). The warrant includes a cashless exercise provision and repricing adjustments for offerings at a price lower than the existing exercise price of the warrants, stock splits, reclassifications, subdivisions, and other similar transactions (“April 2023 Warrant Adjustments”) and therefore, these warrants were recorded at their fair value as a derivative liability and the time of the grant and are revalued at the end of each reporting period. The number of warrants do not change, however, the number of warrant shares issued may change, subject to the adjustment noted above.

On January 21, 2024, following the January 2024 Public Offering, which included the offering of common shares at a price lower than the exercise price of the April 2023 Warrants, the exercise price of the April 2023 Warrants was reduced to $1.077, and each April 2023 Warrant became exercisable into 0.724 common shares of the Company. For further details of the ratio of warrant shares issuable and outstanding in relation to the April 2023 Warrants, see detailed table in note 7.

During the period between November 29, 2023 and December 5, 2023, 2,729,394 April 2023 Warrants were exercised into 652,521 common shares.

During the period between March 8, 2024 and March 22, 2024, 27,793 April 2023 Warrants were exercised into 20,245 common shares.

On June 28, 2024, 156,098 April 2023 Warrants were exercised into 112,975 common shares.

b. On September 18, 2023, the Company issued 7,500,000 warrants in connection with its September 2023 Public Offering (“September 2023 Warrants”). The warrant includes a cashless exercise provision and repricing adjustments for offerings at a price lower than the existing exercise price of the warrants, stock splits, reclassifications, subdivisions, and other similar transactions (“September 2023 Warrant Adjustments”) and therefore, these warrants were recorded at their fair value as a derivative liability and the time of the grant and are revalued at the end of each reporting period. The number of warrants do not change, however, the number of warrant shares issued may change, subject to the adjustment noted above.

On January 21, 2024, following the January 2024 Public Offering, which included the offering of common shares at a price lower than the exercise price of the September 2023 Warrants, the exercise price of the September 2023 Warrants was reduced to $1.077, and each September 2023 Warrant became exercisable into 0.288 common shares of the Company. For further details of the ratio of warrant shares issuable and outstanding in relation to the September 2023 Warrants, see detailed table in note 7.

During the period between November 29, 2023 and December 5, 2023, 4,602,916 September 2023 Warrants were exercised into 409,667 common shares.

During the period between February 23, 2024 and March 22, 2024, 281,910 September 2023 Warrants were exercised into 81,469 common shares.

On June 28, 2024, 182,144 September 2023 Warrants were exercised into 54,877 common shares.

11

CLEARMIND MEDICINE INC.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in United States Dollars)

(Unaudited)

5. Derivative warrant liabilities (continued)

c.

On January 16, 2024, the Company issued 1,500,000 warrants with an exercise price of $1.60 per warrant in connection with its January 2024 Public Offering (“January 2024 Warrants”). Each warrant includes a cashless exercise provision and repricing adjustments for offerings at a price lower than the existing exercise price of the warrants, stock splits, reclassifications, subdivisions, and other similar transactions (“January 2024 Warrant Adjustments”) and therefore, these warrants were recorded at their fair value as a derivative liability at the time of the grant and are revalued at the end of each reporting period. On February 23, 2024, 30,200 January 2024 Warrants were exercised into 30,200 common shares. During the period between June 20, 2024 and July 16, 2024, 138,320 January 2024 Warrants were exercised into 138,320 common shares.

d.

During the three and nine months ended July 31, 2024, the Company recorded a loss on the revaluation of the total derivative warrant liabilities of $643,225 and $83,080, respectively, in the Condensed Interim Consolidated Statements of Operations and Comprehensive Loss.

e. The binomial model was used to measure the derivative warrant liability with the following assumptions:

	July 31, 2024
Share Price		$1.66
Exercise Price		$1.077 – $1.60
Expected life		3.68 – 4.46 years
Risk-free interest rate		4.00 – 4.07%
Dividend yield		0.00%
Expected volatility		149.52 – 152.96%

f. The following table presents the changes in the derivative warrant liability during the period:

Balance as of November 1, 2022	$	-
Issuance of April 2023 Warrants		1,771,208
Issuance of September 2023 Warrants		923,225
Exercise of warrants		(574,040	)
Change in fair value of warrants		2,189,986
Balance as of October 31, 2023	$	4,310,379
Issuance of January 2024 Warrants		480,004
Exercise of warrants		(559,240	)
Change in fair value of warrants		83,080
Balance as of July 31, 2024	$	4,314,223

12

CLEARMIND MEDICINE INC.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in United States Dollars)

(Unaudited)

6. Share Capital

a. The Company’s authorized share capital is unlimited common shares without par value share. On November 28, 2023, the Company effected a 1-for-30 share consolidation. All share amounts and instruments convertible into common shares prior to the date of the reverse share split have been retroactively restated for all periods presented.

b. As of July 31, 2024, the number of common shares issued and outstanding was 3,979,243 (October 31, 2023 – 607,337).

c. Share transactions during the nine months ended July 31, 2024:

(i) On November 6, 2023, 45 common shares with a fair value of $117 were issued to providers of investor services in payment of services.

(ii) Between November 29, 2023 and December 5, 2023, April 2023 Warrants and September 2023 Warrants were exercised into 1,062,188 shares, resulting in gross proceeds of $3,498,032.

(iii) On January 16, 2024, the Company completed a registered direct offering and concurrent private placement of (i) 1,468,000 Common Shares, (ii) 32,000 pre-funded warrants to purchase 32,000 Common Shares and (iii) 1,500,000 unregistered common warrants to purchase 1,500,000 Common Shares. The pre-funded warrants are immediately exercisable at an exercise price of $0.0001 per Common Share and will not expire until exercised in full. The unregistered common warrants have an exercise price of $1.60 per Common Share (after giving effect to adjustments and subject to further adjustments as set forth therein), are immediately exercisable, and expire five years from the date of issuance. These warrants include a cashless exercise provision and repricing provisions, under certain circumstances (“the January 2024 Offering”). The gross proceeds from the January 2024 Offering were approximately $2.4 million before deducting estimated offering expenses. Net proceeds from the offering were $1,824,773. On January 17, 2024, the pre-funded warrants were exercised.

(iv) On February 19, 2024, 44 common shares with a fair value of $68 were issued to providers of investor services in payment of services.

(v) During the period between February 23, 2024 and March 2, 2024, April 2023 Warrants, September 2023 Warrants and January 2024 Warrants were exercised into 131,914 shares, for gross proceeds of $157,918.

(vi) On April 3, 2024, 9,000 common shares were issued in respect of RSU’s that had been fully vested. The RSU’s had a fair value of $11,935 at the time of issuance.

(vii) On May 9, 2024, 88 common shares with a fair value of $127 were issued to providers of investor services in payment of services.

(viii) On June 17, 2024, 162,970 common shares were issued in respect of RSU’s that had been fully vested. The RSU’s had a fair value of $243,003 at the time of issuance.

(ix) During the period between June 20, 2024 and July 16, 2024, April 2023 Warrants, September 2023 Warrants and January 2024 Warrants were exercised into 306,172 shares, for gross proceeds of $402,206.

(ix) On July 4, 2024, 64,617 common shares with a fair value of $103,387 were issued to providers of investor services in payment of services.

(xi) During the period between July 4, 2024 and July 8, 2024, 134,868 common shares were issued in respect of RSU’s that had been fully vested. The RSU’s had a fair value of $256,252 at the time of issuance.

13

CLEARMIND MEDICINE INC.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in United States Dollars)

(Unaudited)

6. Share Capital (continued)

d. Share transactions during the nine months ended July 31, 2023:

(i) On November 14, 2022, the Company completed an underwritten public offering of 38,462 common shares at a price to the public of $195.00 per share, for aggregate gross proceeds of $7.5 million, prior to deducting underwriting discounts and offering expenses. The offering closed on November 17, 2022. Net proceeds from the offering were $6,363,906.

In addition, the Company granted Aegis Capital Corp. (“Aegis”), who acted as the underwriters for the deal, a 45-day option to purchase up to 5,769 additional common shares, equal to 15% of the number of common shares sold in the offering solely to cover over-allotments, if any (“Over-Allotment”). The public purchase price per additional common share would have been $195.00 per share. The Over-Allotment was not exercised. 

Aegis received 1,923 underwriter warrants, (the “Underwriter Warrants”) each such Underwriter Warrant entitling the agents to receive one common share upon payment of $243.75 per share, exercisable six months after the commencement of sales of this offering and expiring on a date which is no more than five years after the commencement of sales of the offering. The fair value of the Underwriter Warrants of $337,579 were accounted for as an issuance cost within the share-based payment reserve. The fair value of the Underwriter Warrants was estimated using the Black-Scholes option pricing model assuming no expected dividends or forfeitures and the following weighted average assumptions:

Risk-free interest rate	1.43	%
Expected life (in years)	5
Expected volatility	150	%

In connection with the offering, the Company’s common shares were approved for listing on the Nasdaq and began trading on the Nasdaq (in addition to the CSE) under the symbol “CMND” on November 15, 2022.

Following the public offering and pursuant to the XYLO SPA, XYLO was entitled to receive 1,494 common shares and 75 warrants pursuant to an anti-dilution clause included in the agreement signed between the Company and XYLO on June 29, 2022. The anti-dilution feature was recorded as a derivative liability as of October 31, 2022.

(ii) On January 16, 2023, 161 common shares were issued in respect of RSU’s that had been fully vested. The RSU’s had a fair value of $39,975 at the time of issuance.

On February 22, 2023, 400 common shares were issued in respect of fully vested RSU’s that had been fully vested. The RSU’s had a fair value of $110,096 at the time of issuance.

(iii) On April 6, 2023, the Company completed an underwritten public offering of 103,249 common shares at a price to the public of $23.40 per share and pre-funded warrants to purchase 46,942 common shares at a price to the public of $23.37 per pre-funded warrant (“Pre-Funded Warrants”), for aggregate gross proceeds of $3.5 million (the “April 2023 Public Offering”). The Pre-Funded Warrants were exercisable at $0.03 into one common share, and all the Pre-Funded Warrants were exercised by April 30, 2023. In addition, each April 2023 Public Offering shareholder and each Pre-Funded Warrant holder received a common warrant, which was immediately exercisable, will expire five years from the date of issuance and have an exercise price of $23.40 per common share (“April 2023 Public Offering Warrant”). The April 2023 Public Offering warrants include a cashless exercise provision and repricing provisions under certain circumstances, that also includes a potential change in the number of shares to be issued for each warrant depending on the change in the exercise price of the warrant.

Net proceeds from the offering were $2,936,079.

(iv) On May 23, 2023, 239 common shares with a fair value of $27,965 were issued to consultants and 1,494 common shares with a fair value of $110,000 were issued to providers of investor services in respect of services.

(v) On June 1, 2023, 245 common shares were issued in respect of RSU’s that had been fully vested. The RSU’s had a fair value of $48,194 at the time of issuance.

(vi) On July 10, 2023, 597 common shares with a fair value of $10,000 were issued to providers of investor services in respect of services.

14

CLEARMIND MEDICINE INC. 

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in United States Dollars)

(Unaudited)

7. Warrants

The following table summarizes the changes in the Company’s warrants:

	Number of warrants			Historic weighted average exercise price per warrant shares
Balance, October 31, 2022		19,763			576.66
Issuance of underwriter warrants		1,923			243.75
Issuance of April 2023 warrants (*)		4,505,718			5.124
Issuance of September 2023 warrants (**)		7,500,000			9.00
Issuance of XYLO warrants		75			1,297.67
Expiration of warrants		(11,430	)		922.98
Exercise of warrants		(784,584	)		5.124
Balance, October 31, 2023		11,231,465		$	7.90
Number of shares to be issued from the exercise of these warrants		826,781
Balance, October 31, 2023		11,231,465		$	7.90
Issuance of January 2024 warrants (Note 5c)		1,500,000			1.60
Exercise of warrants		(8,148,955	)		2.69
Expiration of warrants		(8,333	)		98.43
Balance, July 31, 2024		4,574,177		$	1.56
Number of shares to be issued from the exercise of these warrants		2,618,903

(*) These warrants convert into 584,545 shares.

(**) These warrants convert into 700,880 shares.

As of July 31, 2024, the following warrants were outstanding:

Number of warrants outstanding		Number of shares to be issued from the exercise of warrants (warrant shares)		Exercise price per warrant shares		Exercise price per warrant shares (USD)		Expiry date
	1,923		1,923	C$	336.59	$	243.75	November 17, 2027
	807,669		584,545	$	1.077	$	1.077	April 5, 2028
	75		75	C$	1,800	$	1,303.49	November 23, 2024
	2,433,030		700,880	$	1.077	$	1.077	September 17, 2028
	1,331,480		1,331,480	$	1.60	$	1.60	January 15, 2029
	4,574,177		2,618,903

15

CLEARMIND MEDICINE INC. 

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in United States Dollars)

(Unaudited)

8. Stock Options

(a) On November 14, 2023, the shareholders of the Company approved the Omnibus Equity Incentive Plan, or the Omnibus Plan. Pursuant to the Omnibus Plan, the Company is authorized to grant options or restricted share units (“RSUs) to officers, directors, employees and consultants enabling them to acquire, together with” Options”, “Awards” or “Stock Options” as defined, up to 20% of the Company’s issued and outstanding Common Shares (after taking into account existing awards from the Company’s 2021 stock option plan). The Awards can be granted for a maximum of 10 years and vest as determined by the Board.

The maximum number of common shares reserved for issuance in any 12-month period to a related party consultant may not exceed 5% of the issued and outstanding common shares at the date of the grant (and may not exceed 15% in total, to all related parties). The maximum number of common shares reserved for issuance in any 12-month period to any investor relations service provider may not exceed 2% of the issued and outstanding common shares at the date of the grant.

(b) The following table summarizes the changes in the Company’s stock options for the periods ended July 31, 2024 and October 31, 2023:

	Number of options			Weighted average exercise price (C$)		Weighted average exercise price (USD$)
Outstanding, October 31, 2022		5,254		C$	613.5	$	450.64
Granted		334			442.22		318.81
Outstanding, October 31, 2023		5,588		C$	603.12	$	434.81
Expired		(67	)		720.00		533.14
Outstanding, July 31, 2024		5,521		C$	601.70	$	435.73
Exercisable, July 31, 2024		5,160		C$	603.20	$	436.82

16

CLEARMIND MEDICINE INC. 

Notes to the Condensed Interim Consolidated Financial Statements 

(Expressed in United States Dollars)

(Unaudited)

8. Stock Options (continued)

(c) Additional information regarding stock options outstanding as of July 31, 2024, is as follows:

Outstanding								Exercisable
Number of stock options		Weighted average remaining contractual life (years)		Weighted average exercise price (C$)		Weighted average exercise price (USD$)		Number of stock options		Weighted average exercise price (C$)		Weighted average exercise price (USD$)
	533		1.82	C$	166.50	$	120.57		533	C$	166.50	$	120.57
	978		7.51		504.00		364.98		858		504.00		364.98
	1,166		1.82		675.00		488.81		1,166		675.00		488.81
	200		4.75		702.00		508.36		192		702.00		508.36
	133		2.14		747.00		540.95		133		747.00		540.95
	422		7.36		612.00		443.19		422		612.00		443.19
	1,044		7.51		720.00		521.40		870		720.00		521.40
	667		1.92		756.00		547.47		667		756.00		547.47
	111		7.36		900.00		651.75		102		900.00		651.75
	61		8.82		315.00		228.11		53		315.00		228.11
	156		8.91		504.00		364.98		143		504.00		364.98
	50		8.94		32.31		23.40		21		32.31		23.40
	5,521		4.91	C$	601.70	$	435.73		5,160	C$	603.20	$	436.82

The fair value for stock options previously granted to certain consultants for ongoing services measured during the period have been estimated using the Black-Scholes option pricing model assuming no expected dividends or forfeitures and the following weighted average assumptions:

	Nine months ended July 31, 2024			Nine months ended July 31, 2023
Risk-free interest rate		4.05	%		3.83	%
Expected life (in years)		4.86			5.86
Expected volatility		121.10%-133.14	%		111%-116	%

d. The portion of the total fair value of stock options expensed during the three and nine months ended July 31, 2024, were $14,879 and $71,793, respectively (2023 - $59,513 and $181,448, respectively) which was recorded in share-based compensation expense.

17

CLEARMIND MEDICINE INC. 

Notes to the Condensed Interim Consolidated Financial Statements 

(Expressed in United States Dollars)

(Unaudited)

9. Restricted Share Units

The following table summarizes the continuity of RSUs:

	Number of RSUs			Weighted average issue price (C$)		Weighted average issue price (USD$)
Balance, October 31, 2022		–		$	–	$	–
Granted		2,200			55.97		41.46
Vested		(2,200	)		55.97		41.46
Balance, October 31, 2023		–		$	–	$	–
Granted (i)		476,189			1.85		1.34
Vested		(457,981	)		1.86		1.37
Balance, July 31, 2024		18,208		$	1.52	$	1.10

(i) During the nine months ended July 31, 2024, the Company issued 476,189 RSU’s to consultants, directors and officers. 457,981 RSU’s vested with a fair value of $629,720 (2023-$90,598).

18

CLEARMIND MEDICINE INC. 

Notes to the Condensed Interim Consolidated Financial Statements 

(Expressed in United States Dollars)

(Unaudited)

10. Financial Instruments and Risk Management

a. Assets and liabilities measured at fair value on a recurring basis were presented in the Company’s statement of financial position as of July 31, 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 July 31, 2024
Derivative warrants liability	$	–	$	–	$	4,314,223	$	4,314,223

Assets and liabilities measured at fair value on a recurring basis were presented in 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 value of other assets and liabilities, 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.

19

CLEARMIND MEDICINE INC. 

Notes to the Condensed Interim Consolidated Financial Statements 

(Expressed in United States Dollars)

(Unaudited)

10. Financial Instruments and Risk Management (continued)

c. Foreign Exchange Rate Risk (continued)

The following table indicates the impact of foreign currency exchange risk on net working capital as of July 31, 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 July 31, 2024.

Cash and cash equivalents	$	75,440
Other receivables		62,380
Accounts payable and accrued liabilities		(105,839	)
Due to related parties		(38,577	)
Total foreign currency financial assets and liabilities	$	(6,596	)
Impact of a 10% strengthening or weakening of foreign exchange rate	$	(660	)

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 July 31, 2024 and October 31, 2023:

July 31, 2024	Total		Within 1 year		Within 2-5 years
Accounts payable and accrued liabilities	$	276,744	$	276,744	$	–
Due to related parties		48,577		48,577		–
Lease liability		60,898		35,320		25,578
	$	386,219	$	360,641	$	25,578

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	$	–

20

CLEARMIND MEDICINE INC. 

Notes to the Condensed Interim Consolidated Financial Statements 

(Expressed in United States Dollars)

(Unaudited)

11. 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 share capital, RSU reserve, warrants reserve, and options reserve.

The Company manages its capital structure and makes adjustments to it in light of economic conditions. The Company, upon approval from its Board, 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 nine months ended July 31, 2024.

12. Segmented Information

As of July 31, 2024, the Company has one operating segment, being the research and development of novel psychedelic medicine, which takes place primarily in Israel.

13. Commitments

a. On January 15, 2024, the Company signed a long-term licensing agreement with the research & development company of Bar-Ilan University (“BIRAD”), 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. Under this agreement, the Company received a worldwide exclusive license and will pay BIRAD certain milestone payments upon commerciality of the product and royalties of 2.5% for a period of 15 years following the first commercial sale.

b. On March 19, 2024, the Company 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. The Company will pay Yissum, royalties of 3% on sales. In addition, the Company will pay an annual license fee of $25,000 for seven years, after which the license fee will increase to $35,000 for three years, and $50,000 for every year thereafter. Finally, the Company will pay Yissum $400,000 upon the first patient enrolled in a Phase III Clinical Trial and $600,000 upon first commercial sale in the US or EU.

c. On Marh 30, 2024, the Company signed an exclusive licensing agreement with Yissum. 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. The Company will pay Yissum royalties of 3% on sales. In addition, the Company will pay an annual license fee of $25,000 for seven years, after which the license fee will increase to $35,000 for three years, and $50,000 for every year thereafter. Finally, the Company will pay Yissum $400,000 upon the first patient enrolled in a Phase III Clinical Trial and $600,000 upon first commercial sale in the US or EU.

d. Respect to the Company’s lease commitment, refer to Note 4c.

14. Subsequent Events

On August 12, 2024, April 2023 Warrants and September 2023 Warrants were exercised into 69,592 shares, for gross proceeds of $74,999.

21