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CORRESP
 1
 filename1.htm

 Bright Minds Biosciences Inc.: CORRESP - Filed by newsfilecorp.com

 VIA EDGAR Correspondence
 August 28, 2025
 United States Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E. Washington, D.C.  20549
 Attention:   Jason Drory , Division of Corporation Finance, Office of Life Sciences
 Dear Sirs/Mesdames:
 Re:
 Bright Minds Biosciences Inc. (the "Company")
 Registration Statement on Form F-3 filed August 26, 2025 File No. 333-289851
 Acceleration Request for Registration Statement
 Bright Minds Biosciences Inc., as the registrant of the above-captioned registration statement, hereby respectfully requests of the United States Securities and Exchange Commission (the " Commission ") that the registration statement be permitted to become effective at 4:15 p.m., Washington, D.C. time, on Tuesday, September 2, 2025, or as soon thereafter as is practicable.  Please advise our counsel, Michael Shannon of McMillan LLP, at telephone direct: (604) 893-7638 or email: Michael.shannon@mcmillan.ca ; of any questions you may have respecting this request.
 Yours very truly,
 BRIGHT MINDS BIOSCIENCES INC.
 Per: /s/ Ian McDonald
 Name:   Ian McDonald
 Title:   Chief Executive Officer
 (Principal Executive Officer)

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 27, 2025

Ian McDonald
Chief Executive Officer
Bright Minds Biosciences Inc.
400 N Aberdeen St., Suite 900
Chicago, IL 60642

 Re: Bright Minds Biosciences Inc.
 Registration Statement on Form F-3
 Filed August 26, 2025
 File No. 333-289581
Dear Ian McDonald:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jason Drory at 202-551-8342 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Michael Shannon
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

    Bright Minds Biosciences Inc.: CORRESP - Filed by newsfilecorp.com

    VIA EDGAR Correspondence

    February 12, 2025

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.
Washington, D.C.  20549

    Attention: Tyler Howes, Division of Corporation Finance, Office of Life Sciences

    Dear Sirs/Mesdames:

    Re:

    Bright Minds Biosciences Inc. (the "Company")

    Registration Statement on Form F-3 filed February 5, 2025
File No. 333-284694

    Acceleration Request for Registration Statement

    Bright Minds Biosciences Inc., as the registrant of the above-captioned registration statement, hereby respectfully requests of the United States Securities and Exchange Commission that the registration statement be permitted to become effective at 4:15 p.m., Washington, D.C. time, on Friday, February 14, 2025, or as soon thereafter as is practicable.  Please advise our counsel, Michael Shannon of McMillan LLP, at telephone direct: (604) 893-7638 or email: Michael.shannon@mcmillan.ca, of any questions you may have respecting this request.

    Yours very truly,

    BRIGHT MINDS BIOSCIENCES INC.

    Per: /s/ Ian McDonald

    Name: Ian McDonald

    Title: Chief Executive Officer

    (Principal Executive Officer)

February 11, 2025
Ian McDonald
Chief Executive Officer
Bright Minds Biosciences Inc.
19 Vestry Street
New York, NY 10013
Re:Bright Minds Biosciences Inc.
Registration Statement on Form F-3
Filed February 5, 2025
File No. 333-284694
Dear Ian McDonald:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Michael Shannon, Esq.

United States securities and exchange commission logo
September 27, 2021
Ian McDonald
Chief Executive Officer and Director
Bright Minds Biosciences Inc.
Suite 1500, 1055 West Georgia Street, PO Box 11117
Vancouver, British Columbia, Canada, V6E 4N7
Re:Bright Minds Biosciences Inc.
Amendment No. 3 to Registration Statement on Form 20-FR12G
Filed August 27, 2021
File No. 000-56296
Dear Mr. McDonald:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael Shannon, Esq.

CORRESP
1
filename1.htm

    Bright Minds Biosciences Inc.: CORRESP - Filed by newsfilecorp.com

            Reply to the Attention of
            Michael Shannon

            Direct Line
            (604) 893-7638

            Direct Fax
            (604) 685-7084

            Email Address
            michael.shannon@mcmillan.ca

            Our File No.
            1013719-267267

            Date
            September 16, 2021

    Via EDGAR correspondence

    United States Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C.

    United States of America  20549

    Attention:         Division of Corporate Finance, Office of Life Sciences

    Dear Sirs/Mesdames:

    Re:

    Bright Minds Biosciences Inc.

    Amendment No. 3 to Registration Statement on Form 20-FR12G

    Filed August 27, 2021

    File No. 000-56296

    Response Letter to SEC Comments of September 15, 2021

     We are counsel for and write on behalf of Bright Minds Biosciences Inc. (the "Company") in response to the Staff's letter of September 15, 2021 (the "Fourth Comment Letter") from the Division of Corporate Finance, Office of Life Sciences, of the United States Securities and Exchange Commission (the "Commission").

     On behalf of the Company we are furnishing to the Commission herewith, via the EDGAR system, Amendment No. 4 to the Company's registration statement on Form 20-FR12G filed June 17, 2021 (the "Form 20-FR12G Fourth Amendment").

     On behalf of the Company, we provide below the Company's item-by-item responses to the comments made in the Fourth Comment Letter. We confirm that the factual information provided herein relating to the Company has been made available to us by the Company. We also confirm that paragraph numbering used for each response hereinbelow corresponds to the paragraph numbering used in the Fourth Comment Letter. We confirm that the disclosure changes described hereinbelow have been made in the Form 20-FR12G Fourth Amendment as filed with the Commission.

        McMillan LLP | Royal Centre, 1055 W. Georgia St., Suite 1500, PO Box 11117, Vancouver, BC, Canada V6E 4N7 | t 604.689.9111 | f 604.685.7084
Lawyers | Patent & Trade-mark Agents | Avocats | Agents de brevets et de marques de commerce
Vancouver | Calgary | Toronto | Ottawa | Montréal | Hong Kong | mcmillan.ca

                September 16, 2021
Page 2

    Commission Comment:

    Amendment No. 3 to Registration Statement on Form 20-F

    Principal Products, page 19

    1. Please revise the study outcome descriptions in the table presenting your preclinical trials to disclose your objective observations from the trials without concluding that the product candidate was effective or had an impact on the observed results. Any conclusions regarding efficacy are within the sole authority of the FDA. For example, you may indicate that test subjects treated with your product candidate experienced 47% fewer binge eating episodes than those participants that were not treated with your product candidate. However, stating that the product candidate suppressed the number of binge eating episodes by 47% presents an inappropriate statement about the efficacy of the product candidate. Please review the description of the study outcomes and revise the descriptions of the outcome accordingly.

    Company Response:

    The Company has revised its disclosure in response to this comment by revising the study outcome descriptions in the table presenting its preclinical trials to disclose objective observations without concluding that the product candidate was effective or had an impact on the observed results on page 22 of the Form 20-FR12G Fourth Amendment.

    On behalf of the Company we sincerely hope and trust that the foregoing and the Form 20-FR12G Fourth Amendment is clear and satisfactory in this matter and truly responsive to the Commission's Fourth Comment Letter, which the Company has found helpful; however, should the Commission have any further comments or questions arising from any of the same please do not hesitate to contact either the writer at (604) 893-7638 or Sasa Jarvis at (778) 328-1489 of our offices at any time.

     On behalf of the Company we thank the Commission for its prompt attention to and ongoing cooperation in this matter, and we remain,

            Yours very truly,

            /s/ Michael Shannon

            Michael Shannon*

            for McMillan LLP

    Enclosure
cc: The Company; Attention: Ian McDonald (CEO) and Ryan Cheung (CFO)

    * Law Corporation

United States securities and exchange commission logo
September 15, 2021
Ian McDonald
Chief Executive Officer and Director
Bright Minds Biosciences Inc.
Suite 1500, 1055 West Georgia Street, PO Box 11117
Vancouver, British Columbia, Canada, V6E 4N7
Re:Bright Minds Biosciences Inc.
Amendment No. 3 to Registration Statement on Form 20-FR12G
Filed August 27, 2021
File No. 000-56296
Dear Mr. McDonald:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Amendment No. 3 to Registration Statement on Form 20-F
Principal Products, page 19
1.Please revise the study outcome descriptions in the table presenting your preclinical trials
to disclose your objective observations from the trials without concluding that the product
candidate was effective or had an impact on the observed results.  Any conclusions
regarding efficacy are within the sole authority of the FDA.  For example, you may
indicate that test subjects treated with your product candidate experienced 47% fewer
binge eating episodes than those participants that were not treated with your product
candidate.  However, stating that the product candidate suppressed the number of binge
eating episodes by 47% presents an inappropriate statement about the efficacy of the
product candidate.  Please review the description of the study outcomes and revise the
descriptions of the outcome accordingly.

 FirstName LastNameIan McDonald
 Comapany NameBright Minds Biosciences Inc.
 September 15, 2021 Page 2
 FirstName LastName
Ian McDonald
Bright Minds Biosciences Inc.
September 15, 2021
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Lynn Dicker at 202-551-3616 or Eric Atallah at 202-551-3663 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jordan Nimitz at 202-551-6001 or Suzanne Hayes at 202-551-3675 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael Shannon, Esq.

CORRESP
1
filename1.htm

    Bright Minds Biosciences Inc.: CORRESP - Filed by newsfilecorp.com

                Reply to the Attention of

                Michael Shannon

                Direct Line

                (604) 893-7638

                Direct Fax

                (604) 685-7084

                Email Address

                michael.shannon@mcmillan.ca

                Our File No.

                1013719-267267

                Date

                August 26, 2021

    Via EDGAR correspondence

    United States Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C.

    United States of America  20549

    Attention:         Division of Corporate Finance, Office of Life Sciences

    Dear Sirs/Mesdames:

    Re:

    Bright Minds Biosciences Inc.

    Amendment No. 2 to Registration Statement on Form 20-FR12G

    Filed August 13, 2021

    File No. 000-56296

    Response Letter to SEC Comments of August 24, 2021

     We are counsel for and write on behalf of Bright Minds Biosciences Inc. (the "Company") in response to the Staff's letter of August 24, 2021 (the "Third Comment Letter") from the Division of Corporate Finance, Office of Life Sciences, of the United States Securities and Exchange Commission (the "Commission").

     On behalf of the Company we are furnishing to the Commission herewith, via the EDGAR system, Amendment No. 3 to the Company's registration statement on Form 20-FR12G filed June 17, 2021 (the "Form 20-FR12G Third Amendment").

     On behalf of the Company, we provide below the Company's item-by-item responses to the comments made in the Third Comment Letter. We confirm that the factual information provided herein relating to the Company has been made available to us by the Company. We also confirm that paragraph numbering used for each response hereinbelow corresponds to the paragraph numbering used in the Third Comment Letter. We confirm that the disclosure changes described hereinbelow have been made in the Form 20-FR12G Third Amendment as filed with the Commission.

    McMillan LLP | Royal Centre, 1055 W. Georgia St., Suite 1500, PO Box 11117, Vancouver, BC, Canada V6E 4N7 | t 604.689.9111 | f 604.685.7084
Lawyers | Patent & Trade-mark Agents | Avocats | Agents de brevets et de marques de commerce
Vancouver | Calgary | Toronto | Ottawa | Montréal | Hong Kong | mcmillan.ca

                August 26, 2021
Page 2

    Commission Comment:

    Amendment No. 2 to Registration Statement on Form 20-F

    Item 4. Information on the Company, page 19

    1. We note your response to our prior comment 1 indicating that 5-HT2A + 5-HT2C is material because it has many potential therapeutic applications. This is a potential reason to continue to develop the product candidate and a reason for believing that it may have long term potential, it does not explain why you currently believe it is sufficiently material to your current business to include in the pipeline table. To the extent you continue to believe it is sufficiently material, please include more information about the candidate in your registration statement, including a description of your preclinical studies and a description of your PsychoGenics collaboration.

    Company Response:

    The Company has revised its disclosure in response to this comment by removing disclosure with respect to the Company's 5-HT2A + 5-HT2C program as being part of the Company's drug pipeline on page 21 of the Form 20-FR12G Third Amendment. As the Company continues to conduct pre-clinical testing of the 5-HT2A + 5-HT2C program, the disclosure in respect of the program has now been limited to the information related to that testing.

    Commission Comment:

    2. We note your response to comment 2. Please quantify your disclosures related to the reduced number of fentanyl seeking episodes and binge eating episodes.

    Company Response:

    The Company has revised its disclosure in response to this comment by quantifying its disclosure related to fentanyl seeking episode and binge eating episodes on page 22 of the Form 20-FR12G Third Amendment.

    Commission Comment:

    3. Please include a discussion of the material terms of your NIH program(s).

    Company Response:

    The Company has revised its disclosure in response to this comment by providing additional disclosure with respect to the Company's NIH programs on page 21 of the Form 20-FR12G Third Amendment.

                August 26, 2021
Page 3

    On behalf of the Company we sincerely hope and trust that each of the foregoing and the Form 20-FR12G Third Amendment is clear and satisfactory in this matter and truly responsive to the Commission's Third Comment Letter, which the Company has found helpful; however, should the Commission have any further comments or questions arising from any of the same please do not hesitate to contact either the writer (at (604) 893-7638) or Sasa Jarvis (at (778) 328-1489) of our offices at any time.

     On behalf of the Company we thank the Commission for its prompt attention to and ongoing cooperation in this matter, and we remain,

                Yours very truly,

                "Michael Shannon"

                Michael Shannon*
for McMillan LLP

    Enclosure

    cc: The Company; Attention: Ian McDonald (CEO) and Ryan Cheung (CFO)

    * Law Corporation

United States securities and exchange commission logo
August 24, 2021
Ian McDonald
Chief Executive Officer and Director
Bright Minds Biosciences Inc.
Suite 1500, 1055 West Georgia Street, PO Box 11117
Vancouver, British Columbia, Canada, V6E 4N7
Re:Bright Minds Biosciences Inc.
Amendment No. 2 to Registration Statement on Form 20-FR12G
Filed August 13, 2021
File No. 000-56296
Dear Mr. McDonald:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form 20-F
Item 4. Information on the Company, page 19
1.We note your response to our prior comment 1 indicating that 5-HT2A + 5-HT2C is
material because it has many potential therapeutic applications. This is a potential reason
to continue to develop the product candidate and an reason for believing that it may have
long term potential, it does not explain why you currently believe it is sufficiently material
to your current business to include in the pipeline table. To the extent you continue to
believe it is sufficiently material, please include more information about the candidate in
your registration statement, including a description of your preclinical studies and a
description of your PsychoGenics collaboration.
2.We note your response to comment 2.  Please quantify your disclosures related to the the
reduced number of fentanyl seeking episodes and binge easting episodes.

 FirstName LastNameIan McDonald
 Comapany NameBright Minds Biosciences Inc.
 August 24, 2021 Page 2
 FirstName LastName
Ian McDonald
Bright Minds Biosciences Inc.
August 24, 2021
Page 2
3.Please include a discussion of the material terms of your NIH program(s).
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Eric Atallah at 202-5513663 or Lynn Dicker at 202-5513616 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jordan Nimitz at 202-551-6001 or Suzanne Hayes at 202-551-3675 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael Shannon, Esq.

CORRESP
1
filename1.htm

    Bright Minds Biosciences Inc.: CORRESP - Filed by newsfilecorp.com

                Reply to the Attention of

                Michael Shannon

                Direct Line

                (604) 893-7638

                Direct Fax

                (604) 685-7084

                Email Address

                michael.shannon@mcmillan.ca

                Our File No.

                1013719-267267

                Date

                August 12, 2021

    Via EDGAR correspondence

    United States Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C.

    United States of America  20549

    Attention:         Division of Corporate Finance, Office of Life Sciences

    Dear Sirs/Mesdames:

    Re:

    Bright Minds Biosciences Inc.

    Amended Registration Statement on Form 20-FR12G

    Filed July 29, 2021

    File No. 000-56296

    Response Letter to SEC Comments of August 4, 2021

     We are counsel for and write on behalf of Bright Minds Biosciences Inc. (the "Company") in response to the Staff's letter of August 4, 2021 (the "Second Comment Letter") from the Division of Corporate Finance, Office of Life Sciences, of the United States Securities and Exchange Commission (the "Commission").

     On behalf of the Company we are furnishing to the Commission herewith, via the EDGAR system, Amendment No. 2 to the Company's registration statement on Form 20-FR12G filed June 17, 2021 (the "Form 20-FR12G Second Amendment").

     On behalf of the Company, we provide below the Company's item-by-item responses to the comments made in the Second Comment Letter. We confirm that the factual information provided herein relating to the Company has been made available to us by the Company. We also confirm that paragraph numbering used for each response hereinbelow corresponds to the paragraph numbering used in the Second Comment Letter. We confirm that the disclosure changes described hereinbelow have been made in the Form 20-FR12G Second Amendment as filed with the Commission.

                McMillan LLP | Royal Centre, 1055 W. Georgia St., Suite 1500, PO Box 11117, Vancouver, BC, Canada V6E 4N7 | t 604.689.9111 | f 604.685.7084

                Lawyers | Patent & Trade-mark Agents | Avocats | Agents de brevets et de marques de commerce

                Vancouver | Calgary | Toronto | Ottawa | Montréal | Hong Kong | mcmillan.ca

                August 12, 2021
Page 2

    Commission Comment:

    Amendment No. 1 to Registration Statement on Form 20-F

    Item 4. Information on the Company, page 19

    1. We note your response to comment 8 and reissue the comment. Please eliminate the columns labeled "Early Pre-clinical" and "Late Pre-clinical" and replace them with one column representing pre-clinical trials. Additionally, please explain why you revised the indication for 5-HTC2C from "Dravet syndrome" to "undisclosed seizure disorder." To the extent that you are no longer developing this candidate for treatment of Dravet syndrome, please explain this change in your plans for the development of this product candidate. If you are still developing this candidate for Dravet syndrome, please restore this information to the table. The target indication is material information and is therefore required disclosure. With respect to 5-HT2A + 5-HT2C, given the early stage of development and the fact that you have not yet identified an indication, please provide the basis for your determination that it is a material to your business and appropriate to include in your pipeline table.

    Company Response:

    We confirm, on behalf of the Company, that the Company has revised the pipeline chart in response to this comment by removing the columns labeled "Early Pre-Clinical" and "Late Pre-Clinical" and replacing them with one column representing pre-clinical trials on page 21 of the Form 20-FR12G Second Amendment. Additionally, we confirm, on behalf of the Company, that the Company has revised its disclosure in response to this comment by restoring the pipeline chart to disclose "Dravet syndrome" on page 21 of the Form 20-FR12G Second Amendment. We further confirm, on behalf of the Company, that, notwithstanding its early stage of development, the Company has determined that its 5-HT2A + 5-HT2C program is material to its business and appropriate to include in the pipeline chart because the Company believes its 5-HT2A + 5-HT2C program has many potential therapeutic applications. Prior to deciding on a lead indication, the Company continues to run preclinical efficacy studies to determine which indication is best suited for clinical entry.

    Commission Comment:

    2. We note your response to comment 7. Please revise the description of results related to efficacy to provide objective information about the results, as opposed to conclusions about the efficacy. For example, please revise the following types of conclusions:

        "significant protection against MES;"

        "reduces fentanyl seeking behavior;" and

        "suppressed binge intake."

                August 12, 2021
Page 3

    Additionally, delete "Proven to be" from the top of the Major Objective column. These trials are early stage and are not considered to be proof of safety or efficacy.

    Company Response:

    We confirm, on behalf of the Company, that the Company has revised its disclosure in response to this comment by revising its conclusions to provide objective information about results and removing the reference to "Proven to be" from the top of the Major Objective column on pages 21-23 of the Form 20-FR12G Second Amendment.

    On behalf of the Company we sincerely hope and trust that each of the foregoing and the Form 20-FR12G Second Amendment is clear and satisfactory in this matter and truly responsive to the Commission's Second Comment Letter, which the Company has found helpful; however, should the Commission have any further comments or questions arising from any of the same please do not hesitate to contact either the writer (at (604) 893-7638) or Sasa Jarvis (at (778) 328-1489) of our offices at any time.

     On behalf of the Company we thank the Commission for its prompt attention to and ongoing cooperation in this matter, and we remain,

                Yours very truly,

                "Michael Shannon"

                Michael Shannon*
for McMillan LLP

    Enclosure
cc: The Company; Attention: Ian McDonald (CEO) and Ryan Cheung (CFO)

    * Law Corporation

United States securities and exchange commission logo
August 4, 2021
Ian McDonald
Chief Executive Officer and Director
Bright Minds Biosciences Inc.
Suite 1500, 1055 West Georgia Street, PO Box 11117
Vancouver, British Columbia, Canada, V6E 4N7
Re:Bright Minds Biosciences Inc.
Amended Registration Statement on Form 20-FR12G
Filed July 29, 2021
File No. 000-56296
Dear Mr. McDonald:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form 20-F
Item 4. Information on the Company, page 19
1.We note your response to comment 8 and reissue the comment. Please eliminate the
columns labeled "Early Pre-clinical" and "Late Pre-clinical" and replace them with one
column representing pre-clinical trials. Additionally, please explain why you revised the
indication for 5-HTC2C from "Dravet syndrome" to "undisclosed seizure disorder." To
the extent that you are no longer developing this candidate for treatment of Dravet
syndrome, please explain this change in your plans for the development of this product
candidate. If you are still developing this candidate for Dravet syndrome, please restore
this information to the table. The target indication is material information and is therefore
required disclosure. With respect to 5-HT2A + 5-HT2C, given the early stage of
development and the fact that you have not yet identified an indication, please provide the
basis for your determination that it is a material to your business and appropriate to

 FirstName LastNameIan McDonald
 Comapany NameBright Minds Biosciences Inc.
 August 4, 2021 Page 2
 FirstName LastName
Ian McDonald
Bright Minds Biosciences Inc.
August 4, 2021
Page 2
include in your pipeline table.
2.We note your response to comment 7.  Please revise the description of results related to
efficacy to provide objective information about the results, as opposed to conclusions
about the efficacy.  For example, please revise the following types of conclusions:
•"significant protection against MES;"
•"reduces fentanyl seeking behavior;" and
•"suppressed binge intake."
Additionally, delete "Proven to be" from the top of the Major Objective column.  These
trials are early stage and are not considered to be proof of safety or efficacy.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Eric Atallah at 202-551-3663 or Lynn Dicker at 202-551-3616 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Suzanne Hayes with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael Shannon, Esq.

CORRESP
1
filename1.htm

    Bright Minds Biosciences Inc.: CORRESP - Filed by newsfilecorp.com

                Reply to the Attention of

                Michael Shannon

                Direct Line

                (604) 893-7638

                Direct Fax

                (604) 685-7084

                Email Address

                michael.shannon@mcmillan.ca

                Our File No.

                1013719-267267

                Date

                July 28, 2021

            Via EDGAR correspondence

    United States Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C.

    United States of America  20549

    Attention:         Division of Corporate Finance, Office of Life Sciences

    Dear Sirs/Mesdames:

    Re:

    Bright Minds Biosciences Inc.

    Registration Statement on Form 20-FR12G

    Filed June 17, 2021

    File No. 000-56296

    Response Letter to SEC Comments of July 16, 2021

    We are counsel for and write on behalf of Bright Minds Biosciences Inc. (the "Company") in response to the Staff's letter of July 16, 2021 (the "Comment Letter") from the Division of Corporate Finance, Office of Life Sciences, of the United States Securities and Exchange Commission (the "Commission").

    On behalf of the Company we are furnishing to the Commission herewith, via the EDGAR system, an Amendment No. 1 to the Company's registration statement on Form 20-FR12G filed June 17, 2021 (the "Form 20-FR12G Amendment").

    On behalf of the Company, we provide below the Company's item-by-item responses to the comments made in the Comment Letter. We confirm that the factual information provided herein relating to the Company has been made available to us by the Company. We also confirm that paragraph numbering used for each response hereinbelow corresponds to the paragraph numbering used in the Comment Letter. We confirm that the disclosure changes described hereinbelow have been made in the Form 20-FR12G Amendment as filed with the Commission.

                McMillan LLP | Royal Centre, 1055 W. Georgia St., Suite 1500, PO Box 11117, Vancouver, BC, Canada V6E 4N7 | t 604.689.9111 | f 604.685.7084

                Lawyers | Patent & Trade-mark Agents | Avocats | Agents de brevets et de marques de commerce

            Vancouver | Calgary | Toronto | Ottawa | Montréal | Hong Kong | mcmillan.ca

                July 28, 2021

                Page 2

    Commission Comment:

    Registration Statements on Form 20-F

    Report of Independent Registered Public Accounting Firm, page 0

    1. We noted that your Independent Registered Public Accounting Firm opined on consolidated statements of comprehensive loss, changes in shareholders' equity and cash flows for the year and period in the 16-month period ended September 30, 2020. It is unclear if your Independent Registered Accounting Firm has audited the financial statements for the period from May 31, 2019 (date of incorporation) to September 30, 2019 on a stand-alone basis. Please have your Independent Registered Public Accounting Firm revise their report to provide an opinion on the financial statements for the period from May 31, 2019 (date of incorporation) to September 30, 2019.

    Company Response:

    We confirm, on behalf of the Company, that the Company's Independent Registered Public Accounting Firm has revised its report to clarify that the financial statements for the period from May 31, 2019 (date of incorporation) to September 30, 2019 have been audited on a stand alone basis by revising the first paragraph in the auditor's report to replace "for the year and period in the 16-month period ended September 30, 2020" with "for the year ended September 30, 2020 and the period from May 31, 2019 (date of incorporation) to September 30, 2019."

    Commission Comment:

    Annual Financial Statements

    Consolidated Statements of Comprehensive Loss, page 2

    2. It appears that you are presenting your expenses by function under paragraph 103 of IAS. Please remove the share-based compensation line item from your statements of comprehensive loss and instead present the expense related to share-based payment arrangements according to their function, or tell us why no revision is necessary.

    Company Response:

    We confirm, on behalf of the Company, that the "Share-based compensation" line item has been removed from the statements of comprehensive loss and has been included with the "Research and development" line item to which it relates.  We further confirm, on behalf of the Company, that a reference to financial statement note 6 has been added to the "Research and development" line item and the following disclosure has been added to note 6, "(1) Share-based compensation expenses is included in "Research and development" in the consolidated statements of comprehensive loss."

                July 28, 2021

                Page 3

    Commission Comment:

    Item 3. Key Information

    Selected financial data, page 6

    3. Please revise to disclose the currency used in your selected financial data.

    Company Response:

    We confirm, on behalf of the Company, that the Company has disclosed the currency used in its selected financial data on page 6 of the Form 20-FR12G Amendment by including "(C$)" on each column.

    Commission Comment:

    Item 4. Information on the Company, page 19

    4. We note your claim here and in Principal Products, page 21, that your Company continues to create "a pipeline of best-in-class 5-HT agonists" and your Company's lead 5-HT2 drug portfolio candidate is a "best in class synthetic 5-HT2C receptor agonist." This term suggests that your product candidates are effective and likely to be approved. The FDA and equivalent foreign regulatory agencies have sole authority to determine safety and efficacy. Please revise your disclosure to remove all statements indicating that your product candidates are safe or effective. For example:

            The Company's patented, lead product candidates have significant advantages of next generation drugs; and

            The off label use of and pilot clinical trial data psilocybin extracts and MMA illustrate the potential for advancing serotoninergic therapies.

    Company Response:

    We confirm, on behalf of the Company, that the Company has revised its disclosure in response to this comment by removing the reference to "best-in-class" and removing the two above noted statements on pages 19 and 21 of the Form 20-FR12G Amendment.

    Commission Comment:

    5. In order to direct comparisons to other drugs currently available or in development, such comparisons must be based on head to head trials. Given that you have not yet conducted any clinical trials for your product candidates, the following statements are inappropriate and should be removed:

                July 28, 2021

                Page 4

            "These designer drug characteristics include reduced cardiac toxicity, improved pharmacokinetics with greater brain penetrance and shorter half-life, as well as higher oral bioavailability. . ."

            "A significant advantage of the Bright Minds molecules is their selectivity for specific 5-HT2A and 5-HT2C receptor subtypes, while avoiding the valvulopathy related to 5-HT2B receptor agonist activity."

    Please revise this section to include the studies and data that were conducted to ascertain this information.

    Company Response:

    We confirm, on behalf of the Company, that the Company has revised its disclosure in response to this comment by removing the first above noted statement and revising the second above noted statement on page 21 of the Form 20-FR12G Amendment.

    Commission Comment:

    6. Please revise your description of psilocybin and MDMA pilot clinical trial data to eliminate the term "encouraging." You may describe the referenced trials and present the objective results that lead you to conclude that the results are encouraging.

    Company Response:

    We confirm, on behalf of the Company, that the Company has revised its disclosure in response to this comment by removing the sentence discussing the "encouraging pilot clinical trial data with psilocybin and Methylenedioxymethamphetamine" on page 21 of the Form 20-FR12G Amendment.

    Commission Comment:

    7. Please describe your preclinical trials conducted to date for each product candidate included in your pipeline table in page 21. Your descriptions should include a description of the trial design and an objective description of your results.

    Company Response:

    We confirm, on behalf of the Company, that the Company has revised its disclosure in response to this comment by including the preclinical trials conducted to date for each product candidate on page 21 of the Form 20-FR12G Amendment.

    Commission Comment:

    8. Please revise your pipeline chart to include one column depicting pre-clinical trials and include additional columns for Phase 2 and Phase 3. Additionally, we note your inclusion of your 5-HT2A + 5-HT2C product candidate. Please revise the indication to disclose the specific chronic pain disorder.

                July 28, 2021

                Page 5

    Company Response:

    We confirm, on behalf of the Company, that the pipeline chart has been revised in accordance with the Staff's comment on page 21 of the Form 20-FR12G Amendment.

    Commission Comment:

    9. We note your disclosures here and in Principal Products, page 21, regarding psychedelic substances. By way of example, we note your statements that:

            "Bright Minds does not advocate for the legalization of psychedelic substances for recreational use or otherwise, and its business is oriented to the discovery of novel serotonergic therapeutics for significant unmet clinical needs rather than the use of substances such as psilocybin or other psychedelics as recreational agents."

            "Bright Minds does not have any direct or indirect involvement with illegal selling, production or distribution of substances in jurisdictions in which it operates."

            "The Company believes its portfolio of selective 5-HT receptor agonists do not face competition from the non-selective 5-HT agonist psychedelic drug psilocybin."

    These disclosures seem to suggest that Bright Minds platform may include controlled substances. While the mechanisms and targets of your platform are explained, the identity of your actual product candidates are unclear. Accordingly, please revise this section to clarify what your product candidate is. Additionally, if the Company's product candidates include controlled substances, please add a section indicating the foreign and domestic drug laws that the Company will have to navigate to gain approval and detailing how the Company plans to meet any additional requirements.

    Company Response:

    We confirm, on behalf of the Company, that the Company creates and tests novel compounds for their effects on the serotonergic system in its efforts to create medication for the treatment of a number of disorders, including epilepsy and seizures, neuropsychiatric disorders, and pain disorders. The Company refers to their products as "next generation psychedelics" because these compounds are engineered to be specific serotonin agonists, meaning they target specific receptor sites (being the 5-HT2C, 5-HT2AC, and 5-HT2A receptors), and so are intended to be an improvement on what psychedelics such as psilocybin are able to accomplish. We confirm, on behalf of the Company, that the Company does not utilize substances that are scheduled under the Controlled Drugs and Substances Act such as psilocybin and instead develops lab-made, proprietary chemical compounds that they are seeking to demonstrate as having serotonergic effects.

                July 28, 2021

                Page 6

    Commission Comment:

    Patents and Patent Applications, page 22

    10. Your disclosure on page 22 indicates that on May 26, 2020, the Company signed an agreement (the "Roth Kozikowski Agreement") to license certain intellectual property from UIC. Subsequently, on April 23, 2021, the Company entered into an exclusive license agreement with UIC and obtained an exclusive license to the patents and certain patent applications contemplated under the Roth Kozikowski Agreement. Please file the agreements described in this section as exhibits to the registration statement. Additionally, describe all material terms of both agreements, including amounts paid to date, future potential payments, royalty provisions, term and termination provisions.

    Company Response:

    We confirm, on behalf of the Company, that the Roth Kozikowski Agreement has been filed as Exhibit 4.25 to the Form 20-FR12G Amendment and the Exclusive License Agreement with UIC has been filed as Exhibit 4.26 to the Form 20-FR12G Amendment.

    We further confirm, on behalf of the Company, that the Company has revised its disclosure in response to this comment to describe all material terms of both agreements, including amounts paid to date, future potential payments, royalty provisions and termination provisions on page 24 of the Form 20-FR12G Amendment.

    Commission Comment:

    Summary Compensation Table, page 43

    11. Please update your table to include compensation to Dr. Shreeniwas and Dr. Kozikowski pursuant to the respective consulting agreements.

    Company Response:

    We confirm, on behalf of the Company, that the Company has revised its disclosure in response to this comment and updated the Summary Compensation Table to include compensation for Dr. Shreeniwas and Dr. Kosikowski on page 45 of the Form 20-FR12G Amendment.

                July 28, 2021

                Page 7

    Commission Comment:

    Security Ownership of Certain Beneficial Owners and Management, page 52

    12. Please expand your footnote disclosures to identify the person or persons with voting and investment control of the shares held by Sphera Global Healthcare management and OrbiMed Advisors LLC.

    Company Response:

    We confirm, on behalf of the Company, that the Company has revised its disclosure in response to this comment by identifying the person with voting and investment control of the shares held by Shpera Global Healthcare Management and OrbiMed Advisors LLC on page 54 of the Form 20-FR12G Amendment.

    Commission Comment:

    Item 9. The Offer and Listing, page 54

    13. Please clarify if you have applied for listing on Nasdaq and whether your registration is conditioned on obtaining such listing.

    Company Response:

    We confirm, on behalf of the Company, that the Company has revised its disclosure on page 55 of the Form 20-FR12G Amendment to provide that the Company has applied for listing on Nasdaq Capital Market and that registration is not conditioned on obtaining such listing.

    Commission Comment:

    Item 19. Exhibits, page 67

    14. Please file the independent consulting agreements with Dr. Kozikowski and the corporation controlled by Dr. Shreeniwas pursuant to which Dr. Kozikowski will serve as your Chief Science Officer and Dr. Shreeniwas will serve as your Chief Medical Officer.

    Company Response:

    We confirm, on behalf of the Company, that the consulting agreement with Dr. Kozikowski has been filed as Exhibit 4.2 to the Form 20-FR12G Amendment and the consulting agreement with Revati, Inc. (a corporation controlled by Dr. Shreeniwas) has been filed as Exhibit 4.3 to the Form 20-FR12G Amendment.

                July 28, 2021

                Page 8

    Commission Comment:

    General

    15. Pursuant to Section 12(g)(1) of the Exchange Act, your Form 20-FR12G will become effective automatically 60 days after the initial filing date. At that time, you will be subject to the applicable reporting requirements of the Exchange Act. In addition, we will continue to review yo

United States securities and exchange commission logo
July 16, 2021
Ian McDonald
Chief Executive Officer and Director
Bright Minds Biosciences Inc.
Suite 1500, 1055 West Georgia Street, PO Box 11117
Vancouver, British Columbia, Canada, V6E 4N7
Re:Bright Minds Biosciences Inc.
Registration Statement on Form 20-FR12G
Filed June 17, 2021
File No. 000-56296
Dear Mr. McDonald:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Registration Statement on Form 20-F
Report of Independent Registered Public Accounting Firm, page 0
1.We noted that your Independent Registered Public Accounting Firm opined
on consolidated statements of comprehensive loss, changes in shareholders' equity and
cash flows for the year and period in the 16-month period ended September 30, 2020. It is
unclear if your Independent Registered Accounting Firm has audited the financial
statements for the period from May 31, 2019 (date of incorporation) to September 30,
2019 on a stand-alone basis. Please have your Independent Registered Public Accounting
Firm revise their report to provide an opinion on the financial statements
for the period from May 31, 2019 (date of incorporation) to September 30, 2019.

 FirstName LastNameIan McDonald
 Comapany NameBright Minds Biosciences Inc.
 July 16, 2021 Page 2
 FirstName LastName
Ian McDonald
Bright Minds Biosciences Inc.
July 16, 2021
Page 2
Annual Financial Statements
Consolidated Statements of Comprehensive Loss, page 2
2.It appears that you are presenting your expenses by function under paragraph 103 of IAS
1. Please remove the share-based compensation line item from your statements of
comprehensive loss and instead present the expense related to share-based payment
arrangements according to their function, or tell us why no revision is necessary.
Item 3. Key Infromation
Selected financial data, page 6
3.Please revise to disclose the currency used in your selected financial data.
Item 4. Information on the Company, page 19
4.We note your claim here and in Principal Products, page 21, that your Company
continues to create "a pipeline of best-in-class 5-HT agonists" and your Company's lead 5-
HT2 drug portfolio candidate is a "best in class synthetic 5-HT2C receptor agonist." This
term suggests that your product candidates are effective and likely to be approved. The
FDA and equivalent foreign regulatory agencies have sole authority to determine safety
and efficacy. Please revise your disclosure to remove all statements indicating that your
product candidates are safe or effective. For example:
•The Company's patented, lead product candidates have significant advantages of next
generation drugs; and
•The off label use of and pilot clinical trial data psilocybin extracts and MMA
illustrate the potential for advancing serotoninergic therapies.
5.In order to direct comparisons to other drugs currently available or in development, such
comparisons must be based on head to head trials. Given that you have not yet conducted
any clinical trials for your product candidates, the following statements are inappropriate
and should be removed:
•These designer drug characteristics include reduced cardiac toxicity, improved
pharmacokinetics with greater brain penetrance and shorter half-life, as well as higher
oral bioavailability. . ."
•"A significant advantage of the Bright Minds molecules is their selectivity for
specific 5-HT2A and 5-HT2C receptor subtypes, while avoiding the valvulopathy
related to 5-HT2B receptor agonist activity."
Please revise this section to include the studies and data that were conducted to ascertain
this information.
6.Please revise your description of psilocybin and MDMA pilot clinical trial data to
eliminate the term "encouraging."  You may describe the the referenced trials and present
the objective results that lead you to conclude that the results are encouraging.
7.Please describe your preclinical trials conducted to date for each product candidate
included in your pipeline table in page 21. Your descriptions should include a description

 FirstName LastNameIan McDonald
 Comapany NameBright Minds Biosciences Inc.
 July 16, 2021 Page 3
 FirstName LastNameIan McDonald
Bright Minds Biosciences Inc.
July 16, 2021
Page 3
of the trial design and an objective description of your results.
8.Please revise your pipeline chart to include one column depicting pre-clinical trials and
include additional columns for Phase 2 and Phase 3. Additionally, we note your inclusion
of your 5-HT2A + 5-HT2C product candidate. Please revise the indication to disclose the
specific chronic pain disorder.
9.We note your disclosures here and in Principal Products, page 21, regarding psychedelic
substances. By way of example, we note your statements that:
•"Bright Minds does not advocate for the legalization of psychedelic substances for
recreational use or otherwise, and its business is oriented to the discovery of novel
serotonergic therapeutics for significant unmet clinical needs rather than the use of
substances such as psilocybin or other psychedelics as recreational agents."
•"Bright Minds does not have any direct or indirect involvement with illegal selling,
production or distribution of substances in jurisdictions in which it operates."
•"The Company believes its portfolio of selective 5-HT receptor agonists do not face
competition from the non-selective 5-HT agonist psychedelic drug psilocybin."
These disclosures seem to suggest that Bright Minds platform may include controlled
substances. While the mechanisms and targets of your platform are explained, the identity
of your actual product candidates are unclear. Accordingly, please revise this section to
clarify what your product candidate is. Additionally, if the Company's product candidates
include controlled substances, please add a section indicating the foreign and domestic
drug laws that the Company will have to navigate to gain approval and detailing how the
Company plans to meet any additional requirements.
Patents and Patent Applications, page 22
10.Your disclosure on page 22 indicates that on May 26, 2020, the Company signed an
agreement (the "Roth Kozikowski Agreement") to license certain intellectual property
from UIC. Subsequently, on April 23, 2021, the Company entered into an exclusive
license agreement with UIC and obtained an exclusive license to the patents and certain
patent applications contemplated under the Roth Kozikowski Agreement. Please file the
agreements described in this section as exhibits to the registration statement. Additionally,
describe all material terms of both agreements, including amounts paid to date, future
potential payments, royalty provisions, term and termination provisions.
Summary Compensation Table, page 43
11.Please update your table to include compensation to Dr. Shreeniwas and Dr. Kozikowski
pursuant to the respective consulting agreements.
Security Ownership of Certain Beneficial Owners and Management, page 52
12.Please expand your footnote disclosures to identify the person or persons with voting and
investment control of the shares held by Sphera Global Healthcare management and
OrbiMed Advisors LLC.

 FirstName LastNameIan McDonald
 Comapany NameBright Minds Biosciences Inc.
 July 16, 2021 Page 4
 FirstName LastName
Ian McDonald
Bright Minds Biosciences Inc.
July 16, 2021
Page 4
Item 9. The Offer and Listing, page 54
13.Please clarify if you have applied for listing on Nasdaq and whether your registration is
conditioned on obtaining such listing.
Item 19. Exhibits , page 67
14.Please file the independent consulting agreements with Dr. Kozikowski and the
corporation controlled by Dr. Shreeniwas pursuant to which Dr. Kozikowski will serve as
your Chief Science Officer and Dr. Shreeniwa will serve as your Chief Medical Officer.
General
15.Pursuant to Section 12(g)(1) of the Exchange Act, your Form 20-FR12G will become
effective automatically 60 days after the initial filing date. At that time, you will be
subject to the applicable reporting requirements of the Exchange Act. In addition, we will
continue to review your filing until all of our comments have been addressed. If the
review process has not been completed before the effectiveness date you should consider
withdrawing the Form 20-FR12G unless you are required to register a class of equity
securities under Section 12(g).
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Eric Atallah at (202) 551-3663 or Lynn Dicker at (202) 551-3616 if you
have questions regarding comments on the financial statements and related matters. Please
contact Fredrick Philantrope at (202) 551-6875 or Suzanne Hayes at (202) 551-3675 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael Shannon, Esq.