Meeting Will Resume on Wednesday, June 21,
2023
Believes FCM Has Made Deliberate Efforts to
Prevent Quorum from Being Achieved
MindMed Encourages Shareholders to Vote FOR All
Six of the Company’s Director Candidates on the WHITE Universal
Proxy Card
Mind Medicine (MindMed) Inc. (NASDAQ: MNMD), (NEO: MMED), (the
“Company” or “MindMed”), today announced that the Company’s Annual
General Meeting of Shareholders (the “Meeting”) on June 15, 2023
was convened at 10:00 a.m. (Eastern Time) and adjourned, without
any business being conducted, due to lack of the required quorum.
The Meeting will resume with respect to all proposals at 10:00 a.m.
(Eastern Time) on Wednesday, June 21, 2023 and will continue to be
held virtually via live webcast at www.proxydocs.com/MNMD.
The Company notes that as of 10:00 a.m. (Eastern Time) on June
13, 2023, the deadline for proxy voting at the Annual Meeting, the
number of shares of MindMed voted as of the deadline together with
shares represented by “legal proxies” providing authority to attend
and vote virtually at the Annual Meeting, met the requisite 33⅓%
quorum pursuant to MindMed’s Amended and Restated Articles. As is
customary, the Company expected all of these shares to be present
at the Meeting.
The Company believes representatives of FCM MM Holdings, LLC
deliberately acted to prevent the voices of all shareholders from
being heard and the business of the Meeting from being
completed.
Pursuant to MindMed’s Amended and Restated Articles, if quorum
is not present within one half hour from the time set for the
holding of the reconvened Meeting, those shareholders who attend
and are entitled to vote at the reconvened Meeting on Wednesday,
June 21, 2023, in person or represented by proxy, shall constitute
a quorum and the Meeting will proceed at that time. The record date
for the Meeting will remain such that shareholders of record as of
the close of business on April 20, 2023 will remain entitled to
attend the reconvened Meeting virtually via live webcast at
www.proxydocs.com/MNMD and vote at the reconvened Meeting as they
would have if the Meeting had taken place as originally
scheduled.
The new proxy deadline date for the reconvened Meeting is 10:00
a.m. (Eastern Time) Monday, June 19, 2023. Proxies deposited to
date will remain valid for the reconvened Meeting. Any shareholders
who have not already voted via proxy can also vote prior to the new
proxy deadline date. Shareholders of record who have not voted are
encouraged to vote online by following the instructions provided on
the WHITE proxy card.
Beneficial shareholders who have not yet voted via proxy are
encouraged to vote online as instructed by their bank, broker or
other agent. Shareholders of record who have already voted using
the FCM MM Holdings, LLC’s blue proxy card have every right to
change their vote and revoke their prior proxy before it is
exercised at the reconvened Meeting by voting online and following
the instructions provided on the WHITE proxy card.
Only the last-dated, properly executed proxy card that a
shareholder submits will be counted, provided that such proxy card
is received by June 19, 2023 at 10:00 a.m. (Eastern Time). A proxy
card received after such deadline will revoke the votes in the
prior proxy card, but the instructions in the new proxy card will
not be given effect. Shareholders who access the reconvened Meeting
virtually and vote on any matter will revoke any previously
submitted proxy card. Beneficial shareholders should follow the
instructions provided by their bank, broker or other agent to
revoke or change their voting instructions.
If you are eligible to attend the meeting (e.g.
a record shareholder or hold a “legal proxy” from a broker, bank or
other agent, etc.) and wish to vote at the Meeting you must
register in advance of the meeting by going to
www.proxydocs.com/MNMD no later than 10:00 a.m. (Eastern Time)
Monday, June 19, 2023.
***
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 discarding any blue proxy cards and
materials you may receive from FCM.
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
Shareholders that do not receive proxy
materials should contact your broker and request the WHITE voting control number or contact Morrow
Sodali.
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 press release 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 press release includes, but is
not limited to, statements regarding the timing of the reconvened
Meeting.
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, the timing of the reconvened Meeting. 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 the timing of the reconvened Meeting; 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 and the Company’s Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 2023
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 in this press release 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 press release 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 press release 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/20230615304050/en/
For Media: media@mindmed.co
OR
Longacre Square Partners Dan Zacchei / Miller Winston
mindmed@longacresquare.com
For Investors: ir@mindmed.co
OR
Morrow Sodali Michael Verrechia / Eric Kamback
MNMD@investor.morrowsodali.com
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