Files Definitive Proxy Materials in Connection
with June 15, 2023 Annual Meeting
Board’s Nominees Possess Essential
Pharmaceutical Industry, Capital Allocation and Corporate
Governance Experience Needed to Drive Company’s Success at Pivotal
Moment – With Two Key Clinical Readouts Expected Later This
Year
Believes FCM’s Nominees Lack Relevant
Experience and are Unqualified to Serve as MindMed Directors – Let
Alone Take Control of the Company
Urges Shareholders to Protect Their Investment
and Vote on the WHITE Proxy Card for ALL Six of the Board’s
Nominees
Visit www.ProtectMindMed.com
The Board of Directors (the “Board”) of Mind Medicine (MindMed)
Inc. (NASDAQ: MNMD), (NEO: MMED) (the “Company” or “MindMed”), a
clinical stage biopharmaceutical company developing novel product
candidates to treat brain health disorders, today sent a letter to
shareholders highlighting the importance of voting at its upcoming
2023 Annual Meeting of Shareholders (the “Annual Meeting”). By
voting for the Board’s nominees, shareholders can support the
significant progress that has been made under the current Board to
achieve MindMed’s mission to deliver on the therapeutic potential
of psychedelics and other novel candidates to address the
significant unmet need in brain health disorders.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20230502005568/en/
The Company also announced that it has filed its definitive
proxy statement and WHITE proxy card with the U.S. Securities and
Exchange Commission (“SEC”) in connection with its upcoming Annual
Meeting to be held on June 15, 2023.
The Company has launched www.ProtectMindMed.com to keep
shareholders up to date on key developments leading up to the
Annual Meeting.
The full text of the Board’s letter to shareholders, which can
be viewed and downloaded here, follows:
May 2, 2023
Dear Fellow Shareholders,
Thank you for your investment in MindMed. Your vote at the
Company’s 2023 Annual General Meeting of Shareholders, scheduled
for June 15, 2023, is critically important this year. Voting is
now open, and we are asking you to elect the directors you believe
are best qualified to lead the Company through a pivotal period in
our lifecycle, as we progress key Phase 2 trials in MM-120 and
initiate our first sponsored clinical trial of MM-402.
Our mission is to deliver on the therapeutic potential of
psychedelics and other novel candidates to address the significant
unmet need in brain health disorders. We have overseen
tremendous progress toward this goal, and your current Board and
management team are creating a foundation for the Company that will
generate sustainable value for all shareholders. Your support
of the Company’s highly qualified director candidates is essential
to ensure this progress continues.
FCM MM Holdings, LLC (“FCM”), an entity affiliated with Jake
Freeman, Scott Freeman and Chad Boulanger, has nominated four
director candidates who we believe are unqualified to serve on your
Board. FCM is waging a proxy contest to take control of the
Company despite only owning a small percentage of our outstanding
shares and failing to provide any realistic strategic plan for
MindMed.
We believe that allowing FCM to harm the Company’s current
strategy and management team – who have been successfully executing
our plan under your Board’s oversight – would put your investment
at risk.
We strongly urge you to protect your investment by voting
today on the WHITE proxy card FOR the election of the Board’s
highly qualified nominees – Chief Executive Officer Robert Barrow,
Dr. Suzanne Bruhn, Dr. Roger Crystal, Andreas Krebs, Chair Carol A.
Vallone, and new candidate David W. Gryska, a 35-year industry
veteran who has served as Chief Financial Officer of two S&P
500 pharmaceutical companies – and WITHHOLD on FCM’s inferior
nominees.
YOUR BOARD IS OVERSEEING A WELL-DEFINED
PLAN TO CREATE VALUE BY BRINGING IMPORTANT NEW TREATMENTS TO
PATIENTS – WE URGE YOU TO STAY THE COURSE AT THIS CRITICAL
MOMENT
Since Robert Barrow took on the role of CEO in mid-2021, we
have made decisive and comprehensive changes that are essential to
the long-term success of our organization. We have recruited an
efficient and execution-oriented team with deep experience in the
successful research, development and commercialization of brain
health treatments.
We have also built an internal organizational infrastructure –
which incorporates high standards of compliance and financial
controls – to support our operations as a publicly traded
pharmaceutical company. These changes have transformed MindMed from
a nascent public company with a single product candidate to a
high-functioning organization in a position of strength as we enter
a critical period for our R&D pipeline.
By progressing this strategy to develop our diversified pipeline
of clinical programs, we are on track to build a world-class fully
integrated pharmaceutical organization to create long-term value
for our shareholders. We are also well capitalized, with cash on
hand of $142.1 million as of the end of 2022 – sufficient to fund
the Company’s operations beyond our key development milestones in
2023 and into the first half of 2025.
MindMed is at a pivotal inflection
point – with clinical readouts on our two lead product candidates
expected this year:
- Our Phase 2b study of MM-120 for the treatment of
Generalized Anxiety Disorder (“GAD”), and
- Our Phase 2a proof-of-concept trial of repeated low-dose
MM-120 in ADHD.
We also plan to share preclinical results demonstrating the
potential of MM-402 in autism spectrum disorder and to initiate our
first sponsored clinical trial of MM-402.
Our research with patients and healthcare practitioners in the
U.S. and Europe indicates that there is significant demand for a
new class of drugs that can offer faster, more effective and longer
lasting benefits for patients with GAD. This represents a
tremendous potential addressable market for our
therapies.
We have also pursued a robust strategy to maximize and protect
the value of our intellectual property: our patent portfolio
includes 26 pending U.S. applications and 12 pending Patent
Cooperation Treaty applications. These include applications
covering compositions, dosing, dosage formulations and methods of
treatment, among others, with projected expiration dates beginning
in 2041.
Our current management team and R&D leaders – all of whom
have been hired since Scott Freeman left the Company – are the
inventors of a majority of our pending patents, in particular those
that we believe are most significant for market protection of our
lead product candidates. MindMed currently owns and retains all
clinical data and manufacturing rights for MM-120, and we are
aggressively protecting and expanding our intellectual property
portfolio.
Don’t simply take our word for it –
third-party analysts agree that our strategy is
working:
“We continue to see shares undervaluing the
opportunity for a novel mechanism to treat GAD even with
conservative assumptions around patent life and market uptake, and
look to additional derisking events this year.” – RBC Capital
Markets, March 9, 2023
“Despite competition from several emerging
psychedelic biotechs, we believe MNMD is a well-capitalized leader
poised to disrupt the large, growing mental health market.” –
Oppenheimer, August 25, 2022
“We are reiterating our Buy rating and $21
price target on MindMed following the release of clinical data with
LSD in major depressive disorder.” – EF Hutton, April 14, 2023
WE HAVE A WORLD CLASS BOARD – WITH
EXACTLY THE RIGHT EXPERIENCE – THAT IS PURSUING SHAREHOLDERS’ BEST
INTERESTS
Our Board’s diverse set of nominees are six highly qualified
individuals, five of whom are independent. They collectively
possess significant senior executive and public company director
experience and have relevant backgrounds and expertise in the areas
critical to MindMed’s success: drug development and
commercialization; financial management and capital allocation; and
corporate governance and compliance.
Since June 2021, we have completed a comprehensive and
proactive effort to refresh our Board to ensure it has the right
mix of experience and expertise to execute on our strategic
objectives. In 2021, the Company recruited Carol Vallone (Chair
of the Board of Trustees of the #1 hospital for psychiatry among
all hospitals nationwide) and Andreas Krebs (former Executive at
Wyeth) to join our Board – both of whom are experienced executives
with track records for success in business launches to exits,
capital raises, extensive leadership and governance experience in
pharmaceuticals and healthcare, and strong histories of supporting
value-creating organizational growth. In 2022, we added Drs. Roger
Crystal and Suzanne Bruhn, who are both accomplished executives and
directors of successful pharmaceutical and biotechnology companies,
and bring decades of experience in leading clinical research,
regulatory strategy, commercialization and partnerships.
Our additional nominee for election at this year’s Annual
Meeting, David Gryska, will further strengthen our Board. Mr.
Gryska is a respected life sciences professional with over 35 years
of experience as a senior financial executive, including as Chief
Financial Officer of two S&P 500 companies – Incyte (NASDAQ:
INCY) and Celgene Corp. He currently serves as a board member at
Seagen Inc. (NASDAQ: SGEN), which has agreed to be acquired by
Pfizer Inc. (NYSE: PFE) for $43.0 billion, and Forte Biosciences,
Inc. (NASDAQ: FBRX). He previously served as a board member of GW
Pharmaceuticals plc prior to its acquisition by Jazz
Pharmaceuticals (NASDAQ: JAZZ) for $7.2 billion in 2021 and of
Aerie Pharmaceuticals prior to its acquisition by Alcon (NYSE: ALC)
for $750.0 million in 2022.
The Company’s slate of directors represents a 100%
refreshment of the Board since Mr. Barrow took on the role of CEO
in mid-2021.
DO NOT SUPPORT ANY OF FCM’S CANDIDATES
– THIS WOULD RISK YOUR INVESTMENT BY POTENTIALLY UNDOING OUR
SIGNIFICANT PROGRESS SINCE 2021
FCM has not made a convincing case that any change is needed
– let alone the replacement of a majority of the Board.
Further, FCM has not put forth a coherent plan for how its nominees
would enhance value for MindMed’s shareholders.
Consistent with the Board’s commitment to constructive
shareholder engagement, members of the Board and management have
met with Jake Freeman, Scott Freeman and Chad Boulanger numerous
times since August 2022 to evaluate FCM’s perspectives on the
Company and its strategic direction. In these discussions it became
abundantly clear that FCM does not understand MindMed’s business
– which has significantly evolved since Scott Freeman left the
Company in 2020 – or the associated regulatory processes.
The ideas FCM floated in its August 2022 “Value Enhancement
Plan” – which it still embraces – as well as thoughts it has put
forth haphazardly on social media, would destroy shareholder
value. These proposals reflect a pronounced misunderstanding of
FDA drug approval processes, an ignorance of the capital allocation
and financing needs of a company at MindMed’s growth stage, and a
disregard for what is in the best interests of all shareholders. To
highlight two examples:
- There is no credible basis for FCM’s misplaced claim that
MindMed could skip its Phase 2 study for MM-120 and go directly to
Phase 3. When pressed by us in meetings, Scott Freeman and
FCM’s other representatives could not provide any substantive
responses to our questions about their plan to skip Phase 2. FCM
appears to lack familiarity with both the complex regulatory regime
governing our clinical programs and the basics of the drug
development process. Their claims may be relevant to oncology
products (the only therapeutic area in which FCM candidates have
worked) but are not relevant in the development of treatments for
major market psychiatric disorders.
- FCM’s approach to cost cutting and program investments is
misguided and would be highly destructive to the business.
FCM’s proposed “slash and burn” approach ignores the key drivers of
value for a clinical stage biotech company. The path for MindMed to
create shareholder value and benefit patients is to ensure that we
have the resources needed to retain top talent and successfully
execute on our clinical development plan and go-to-market strategy.
Over the past two years, we have attracted one of the top rosters
of talent in our sector, and we continue to operate as an efficient
and high-functioning team. We take a highly disciplined approach to
expenditures: relative to our two largest and closest peers, we
spend materially less in absolute terms, with less of that money
allocated to SG&A.
In an effort to avoid a costly and distracting proxy contest, we
have presented FCM with multiple constructive proposals, including
offering to place a mutually-agreed upon independent director on
the Board. Unfortunately, FCM has rejected all of our attempts to
find common ground. FCM’s unprofessional public communications are
not indicative of a mature or experienced approach to business.
This is not a group that shareholders should want to have any
representation on the MindMed Board.
FCM’S NOMINEES ARE UNQUALIFIED TO SERVE
ON THE BOARD
After careful consideration of FCM’s intended nominees, the
Board has concluded that they do not – individually or collectively
– possess relevant industry background or experience that would be
additive, especially in comparison to the Board’s proposed slate of
directors. As a result, the Board strongly believes that it is
in the best interests of all shareholders to NOT VOTE FOR ANY OF
FCM’s CANDIDATES to be elected.
None of the FCM nominees has ever served on the board of a
public healthcare company or as an executive of a public healthcare
company (other than Scott Freeman, who held an executive role for
less than a year at MindMed when it was a nascent organization). In
fact, the only public company director experience of any of the
nominees was at a ~$21 million market cap e-paper display company
listed in Canada only. Despite FCM’s overinflated touting of their
qualifications, these nominees lack essential experience or
expertise in key areas of focus for the Company’s success (see
Table 1).
Table
1
MINDMED CANDIDATES
Significant experience overseeing
research, development and commercialization of pharmaceutical
products
Extensive public company and
corporate governance experience in the pharmaceutical / healthcare
industry
Successfully overseeing the
execution of the Company’s strategy to bring brain health
treatments to market and build a foundation to deliver shareholder
value
Deserving of your vote on the
WHITE proxy card
✔
✔
✔
✔
FCM CANDIDATES
No credible strategic plan for
the Company
No significant public healthcare
company board experience or gender diversity
No meaningful experience
overseeing the commercialization of pharmaceutical products or
successful clinical trials
NOT deserving of your
vote
✖ ✖ ✖ ✖
***
MindMed’s Board is committed to delivering sustainable long-term
value creation for all shareholders. This is a critical period of
execution for the Company, and allowing FCM’s inexperienced and
unqualified nominees to be elected to the Board – let alone take
control of it – would risk substantial and permanent value
destruction. We ask that you act to protect your investment by
voting FOR ALL of the Board’s recommended nominees, voting
WITHHOLD on FCM’s nominees and discarding any proxy
materials you receive from FCM.
Sincerely,
The MindMed Board of Directors
VISIT WWW.PROTECTMINDMED.COM FOR MORE
INFORMATION
Due to new U.S. federal rules requiring us
to list FCM’s nominees in addition to the Board’s nominees, your
WHITE proxy card this year has more names on it than the six
directors to be elected. The inclusion of FCM’s nominees on our
WHITE proxy card does NOT mean the Board endorses them
Vote TODAY on the WHITE proxy card FOR all
six of the Board’s nominees, WITHHOLD on FCM’s nominees, and FOR
the other proposals recommended by your Board
You can help reject FCM’s efforts to take
control of the Board by voting WITHHOLD on FCM’s nominees and
discarding any blue proxy cards and materials you may receive from
FCM
Proxy materials will be distributed by
banks, brokers and other nominees in the coming days. Shareholders
will receive proxy materials directly via the preferred method,
hard copy or email, specific to each shareholder’s account.
Shareholders that do not receive proxy materials over the next
week, please contact your broker and request the WHITE voting
control number or contact Morrow Sodali with questions.
If you have any questions, or need
assistance voting your shares, please contact the firm assisting us
in the solicitation of proxies:
Morrow Sodali LLC 509 Madison Avenue, Suite
1206 New York, NY 10022 Banks and Brokers Call: (203) 658-9400
Shareholders Call Toll Free: (800) 662-5200 Email:
MNMD@investor.morrowsodali.com
About MindMed
MindMed is a clinical stage biopharmaceutical company developing
novel product candidates to treat brain health disorders. Our
mission is to be the global leader in the development and delivery
of treatments that unlock new opportunities to improve patient
outcomes. We are developing a pipeline of innovative product
candidates, with and without acute perceptual effects, targeting
neurotransmitter pathways that play key roles in brain health
disorders.
MindMed trades on NASDAQ under the symbol MNMD and on the
Canadian NEO Exchange under the symbol MMED.
Cautionary Notes and Forward-Looking Statements
Certain statements in this letter related to the Company
constitute “forward-looking information” within the meaning of
applicable securities laws and are prospective in nature.
Forward-looking information is not based on historical facts, but
rather on current expectations and projections about future events
and are therefore subject to risks and uncertainties which could
cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements. These
statements generally can be identified by the use of
forward-looking words such as “will”, “may”, “should”, “could”,
“intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe”,
“potential” or “continue”, or the negative thereof or similar
variations. Undue reliance should not be placed on forward-looking
information, which are inherently uncertain, are based on estimates
and assumptions, and are subject to known and unknown risks and
uncertainties (both general and specific) that contribute to the
possibility that the future events or circumstances contemplated by
the forward-looking statements will not occur. There can be no
assurance that the plans, intentions or expectations upon which
forward-looking statements are based will in fact be realized.
Forward-looking information in this letter includes, but is not
limited to, statements regarding the potential benefits and
development of the Company’s product candidates, trials, studies
and programs; the strengths and benefits of the Company’s strategic
plan; the Company’s business plans and objectives; the ability of
MindMed to achieve success consistent with management’s
expectations; and the expected impact and results of the Company’s
corporate governance practices, including of the Company’s director
nominees.
Forward-looking information is based on the opinions and
estimates of management of the Company at the date the statements
are made, as well as a number of assumptions made by, and
information currently available to, the Company concerning, among
other things, anticipated performance of its product candidates and
programs, business prospects, strategies, regulatory developments,
the development of its product candidates into effective products,
the ability to produce products if approved, the approval by
regulators of any products that are developed, and the
non-occurrence of the risks and uncertainties outlined below or
other significant events occurring outside of MindMed’s normal
course of business. Although management of the Company considers
these assumptions to be reasonable based on information currently
available to it, they may prove to be incorrect.
There are numerous risks and uncertainties that could cause
actual results and the Company’s plans and objectives to differ
materially from those expressed in the forward-looking information,
including history of negative cash flows; limited operating
history; incurrence of future losses; availability of additional
capital; changes in market conditions; lack of product revenue;
compliance with laws and regulations; changes in government policy;
difficulty associated with research and development; risks
associated with clinical trials or studies; heightened regulatory
scrutiny; early stage product development; clinical trial risks;
regulatory approval processes; novelty of the psychedelic inspired
medicines industry; as well as those risk factors discussed or
referred to herein and the risks described in the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2022
under headings such as “Special Note Regarding Forward-Looking
Statements,” and “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and
other filings and furnishings made by the Company with the
securities regulatory authorities in all provinces and territories
of Canada which are available under the Company’s profile on SEDAR
at www.sedar.com and with the U.S. Securities and Exchange
Commission (“SEC”) on EDGAR at www.sec.gov. Except as required by
law, the Company undertakes no duty or obligation to update any
forward-looking statements contained on this letter as a result of
new information, future events, changes in expectations or
otherwise.
Additional Information and Where to Find It
MindMed has filed with the SEC and Canadian securities
regulatory authorities on May 1, 2023 a definitive proxy statement
on Schedule 14A (the “proxy statement”), containing a form of WHITE
universal proxy card, with respect to its solicitation of proxies
for the annual general meeting of shareholders of MindMed on June
15, 2023 (the “Annual Meeting”). Details concerning the nominees of
MindMed’s Board for election at MindMed’s Annual Meeting are
included in the proxy statement. This letter is not a substitute
for the proxy statement or other document that MindMed has filed or
may file with the SEC and Canadian securities regulatory
authorities in connection with any solicitation by MindMed.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND THE
ACCOMPANYING WHITE UNIVERSAL PROXY CARD) FILED BY MINDMED AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC AND CANADIAN SECURITIES
REGULATORS WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
MINDMED AND ANY SOLICITATION. Investors and security holders may
obtain copies of these documents and other documents filed with the
SEC and Canadian securities regulatory authorities by MindMed free
of charge through the website maintained by the SEC at www.sec.gov
or through the Company’s profile on SEDAR at www.sedar.com. Copies
of the documents filed by MindMed are also available free of charge
by accessing MindMed’s website at www.mindmed.co.
Participants in the Solicitation
This letter is neither a solicitation of a proxy or consent nor
a substitute for any proxy statement or other filings that may be
made with the SEC and Canadian securities regulatory authorities.
Nonetheless, MindMed, its directors and executive officers and
other members of management and employees may be deemed under U.S.
securities laws and Canadian securities laws to be participants in
the solicitation of proxies with respect to a solicitation by
MindMed. Information about MindMed’s executive officers and
directors and other participants in the solicitation, including
their respective interests, by security holders or otherwise, is
available in the proxy statement. To the extent holdings of MindMed
securities reported in the proxy statement for the Annual Meeting
have changed, such changes have been or will be reflected on
Statements of Change in Ownership on Forms 3, 4 or 5 filed with the
SEC and if applicable, on the System for Electronic Disclosure by
Insiders (SEDI) in accordance with insider reporting requirements
of Canadian securities laws. These documents are or will be
available free of charge at the SEC’s website at www.sec.gov and
either through the Company’s profile on SEDAR at www.sedar.com or
updated filings on SEDI at www.sedi.ca.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230502005568/en/
For Media: media@mindmed.co
OR
Longacre Square Partners Joe Germani / Dan Zacchei
mindmed@longacresquare.com
For Investors: ir@mindmed.co
OR
Morrow Sodali Michael Verrechia / Eric Kamback
MNMD@investor.morrowsodali.com
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