FCM MM Holdings, LLC (“FCM”), which together with its affiliates
beneficially own 1,368,538 common shares of Mind Medicine (MindMed)
Inc. (NASDAQ: MNMD) (“MindMed” or the “Company”), representing
approximately 3.5% of the outstanding common shares of the Company,
today announced that it had released a letter to its fellow Minded
shareholders.
FCM’s letter details the MindMed board of
directors (the “Board”) and management team’s track record of poor
decision-making and lack of alignment with shareholders that has
led to critical delays, ill-conceived and botched regulatory
strategies, excessive spending and compensation, and destructive
financings that have plagued the Company.
FCM also outlined its plan to restore
shareholder value by:
- Aligning general and administrative
expenses and headcount;
- Returning to a coherent clinical
development strategy;
- Building a qualified management
team;
- Aligning director and executive
compensation with shareholder value creation;
- Adopting corporate governance best
practices; and,
- Enhancing investor relations and
accountability.
FCM urges MindMed shareholders to join the fight against the
current Board and management team and vote FOR all
four of its highly qualified nominees at the 2023 annual general
meeting of shareholders on the BLUE proxy
card.
The time for change at MindMed is now.
Shareholders who have questions or require any assistance with
their vote, please contact Okapi Partners LLC, at (855) 305-0856 or
info@okapipartners.com.
The full text of FCM’s letter to its
fellow shareholders can be found below and
here.
May 5, 2023
Dear Fellow MindMed Shareholders,
FCM MM Holdings, LLC and its affiliates
(collectively, “FCM”) beneficially own 1,368,538 shares of Mind
Medicine (MindMed) Inc. (the “Company” or “MindMed”) –
approximately 3.5% of MindMed’s shares outstanding. As one of
MindMed’s largest investors, we believe our interests are clearly
aligned with yours. We have invested millions of dollars in the
Company because, like you, we believe the Company has tremendous
potential, and it could be well-positioned to capitalize on the
massive opportunities in the psychedelic medicine sector over the
next several years.
Unfortunately, the current members of MindMed’s
board of directors (the “Board”) have not been effective in
creating shareholder value – rather, they have overseen the
destruction of over a billion dollars in shareholder value as the
stock has plunged 95%1, all while tripling their own compensation
and lavishing themselves and executives with over $51M2 (31.8% of
operating costs) in compensation over the past two years. In the
same period, MindMed spent just 12.7% of its total operating costs
on its core drugs3, MM-110 and MM-120. Why? We believe the Board’s
incentives are not aligned to maximize long-term shareholder value
– the Board owns4 a meager 0.22% of MindMed’s shares outstanding,
less than its peers where the average board owns over 7%5.
Since 2021, we have attempted to engage
constructively with the Board on our ideas for adding value for the
benefit of all MindMed shareholders, including our Value
Enhancement Plan that we presented to the Board and management in
August 2022. We remain dumbstruck by the Board’s lack of urgency in
addressing the critical issues we raised with them. Unfortunately,
we had to take the extraordinary step of nominating four highly
qualified director candidates because FCM determined that
the only way to put MindMed back on track and stop the destruction
of further shareholder value would be to reconstitute the Board and
take immediate action for the benefit of all
shareholders.
The Board and management has been responsible
for MindMed’s current course which is synonymous with
critical delays, ill-conceived
and botched regulatory strategies,
excessive spending and
compensation, and destructive
financings that were “poorly timed and ill-conceived…[and
had] such punitive economics”6.
We strongly believe that real change is needed
now to revitalize the Company while there is still time and money
left. Our plan is simple:
- Align
G&A Expenses and Headcount with MindMed’s Actual
Needs: Conduct a rapid review of the Company’s general and
administrative (“G&A”) expenses and eliminate unnecessary
expenses and headcount to help ensure MindMed has the resources to
support its clinical development programs.
- Return
to a Coherent Clinical Development Strategy: Initiate the
long overdue Phase III clinical trial for MM-120 (LSD) in 2023
based on the two Phase II clinical trials in Generalized Anxiety
Disorder (GAD) already completed by MindMed’s collaborator, Dr.
Matthias Liechti. MindMed has been ensconced in a Phase IIb dose
finding study whose design, in our view, is fundamentally flawed
and over all unnecessary – worse, the Phase II study has been
chronically behind schedule for more than two and a half years.
Bringing MM-120 (LSD) to market in a safe and swift manner would be
a first step in restoring shareholder value.
- Building
a Qualified Management Team: MindMed’s CEO has no apparent
experience with Phase III of the FDA process and has never brought
a drug to market – e.g. Mr. Robert Barrow spent 10-years at Olatec
Therapeutics developing Phase I and Phase II studies for topical
gels for osteoarthritis which follows a different regulatory
approval process than psychedelic drugs. Additionally, MindMed’s
CMO, Dr. Daniel Karlin, does not appear to have any experience in
drug development – he spent his career in bioinformatics and only
came to MindMed following its acquisition of HealthMode. We are
highly concerned that Dr. Karlin does not have sufficient time to
devote to MindMed, as Dr. Karlin currently works eight other jobs7.
Further, this apparent lack of expertise by executives likely
caused damaging and lasting reputation effects with the FDA – as
the ill-conceived clinical trials in the MM-110 and MM-120
programs, some with patient safety implications, may lead to a more
cautious and guarded FDA approach to MindMed’s clinical trials in
the future.
- Align
Director and Executive Compensation with the Creation of
Sustainable Shareholder Value: Adopt director ownership
policies, blackouts on director and management share sales until
after key milestones are reached and utilize performance-based
awards such as performance (preferred) stock-units. Should
at least three of our directors be elected, Dr. Freeman, Mr.
Freeman, and FCM will commit to not selling a single share of
stock8 until at least
2025.
- Adopt
Corporate Governance Best Practices: Adopt annual
“Say-On-Pay” votes to allow shareholders to voice their views on
executive compensation practices.
- Investor
Relations Enhancements: Hold quarterly investor townhalls
and establish clear methods for contacting management so that
shareholders can stay informed and engaged.
Accordingly, to execute on this plan, we have
nominated four exceptionally qualified individuals for election as
directors at this year’s Annual Meeting scheduled for June 15,
2023: Dr. Scott Freeman, Dr. Farzin Farzaneh, Mr. Vivek Jain, and
Mr. Alexander Wodka (see Exhibit A for full
biographies). We believe our nominees have the
biotechnology skills and experience, along with financial acumen
and corporate governance knowledge, to greatly enhance MindMed’s
value and ensure the Company executives and directors stop treating
its shareholders as an afterthought.
The cornerstone of our plan is to focus
MindMed’s resources on bringing MM-120 to market, quickly and
safely, by initiating a Phase III trial in 2023. Notably,
Dr. Freeman has decades of clinical drug development
experience, successfully worked with the FDA’s Office of
Neuroscience, designed FDA strategies, and brought drugs to market
using the accelerated approval process.
We have elaborated more detail on our plan and
the issues afflicting MindMed in Exhibit B.
FCM will be providing an in-depth operational and clinical
development plan in the coming weeks.
The Time for Action Has Arrived
We encourage shareholders to waste NO
TIME and vote on the BLUE card
FOR our director candidates today.
The choice is STRIKING for
shareholders:
(1) An incumbent
board who spends 2.5x more on themselves than advancing the
Company’s core drugs to market.
– OR –
(2) FCM’s recommended
director-nominees to create an accountable, effective, and aligned
board to build shareholder value with a laser focus on bringing
MM-120 to market by spending at least 30% of operation
expenditures9 on core R&D.
Fellow shareholders, you have an opportunity to
make your voice heard and put MindMed back on track by voting on
the BLUE proxy for all four of our highly
qualified nominees. We strongly believe that they will bring the
right mix of skills, expertise, and fresh perspective that the
Board desperately needs.
If you have any questions or require any assistance with your
vote, please contact Okapi Partners LLC, at (855) 305-0856 or
info@okapipartners.com
We look forward to your support at the Annual Meeting.
Sincerely,
FCM MM Holdings, LLC
Exhibit A
Our Nominees
We have nominated four exceptionally qualified
individuals for election this year’s Annual Meeting: Dr. Scott
Freeman, Dr. Farzin Farzaneh, Mr. Vivek Jain, and Mr. Alexander
Wodka. We believe our nominees’ have the biotechnology skills and
experience, along with the financial acumen and corporate
governance knowledge necessary to restore value to MindMed’s
shareholders.
Scott M Freeman, M.D.: Dr.
Freeman has broad, executive-level experience in the
biopharmaceutical industry and an extensive understanding of the
Company, its business, and its clinical development requirements.
Dr. Freeman served as Co-Founder, President, and Chief Medical
Officer of MindMed from July 2019 to August 2020, where he founded
the Company’s pivotal and fruitful relationship with the University
Hospital Basel and pioneered the Company’s clinical development
into lysergic acid diethylamide (“LSD”). He worked for over a
decade in the psychedelic industry as the Chief Medical Officer of
Savant HWP, Inc. Dr. Freeman has brought a drug to market after
just one Phase II trial and has over three decades of experience in
developing drug products and running clinical trials.
Farzin Farzaneh, PhD: Dr.
Farzaneh has experienced widespread success in bringing
transformational gene therapies from concept to clinical use and
has a vast understanding of molecular medicine and cell and gene
therapy. He is a seasoned researcher having published over 200
papers garnering over 13,000 citations while completing over $70M
in research grants. Further, he has run a GMP facility regulated by
the United Kingdom’s Commission on Human Medicines (“MHRA”) since
2001 – the facility is one of the top producers of viral vectors
for clinical gene therapy trials in Europe. Dr. Farzaneh has
extensive regulatory experience with nearly three decades of
clinical trial oversight experience serving on King’s College
London’s Health and Safety Committee since 1996 and as a member of
the MHRA and its Clinical Trials, Biologicals, and Vaccines Expert
Advisory Group since 2016. He has received several prestigious
appointments including as a Fellow of the Royal Society of Biology,
Fellow of the Royal College of Pathologists, and honorary chair in
molecular medicine at the University College London and Imperial
College London.
Vivek Jain, CPA: Mr. Jain, CPA
is a seasoned executive and entrepreneur, with extensive, proven
history in positions of business development, financial
accountability, and compliance. Since 2010, Mr. Jain has served as
CEO of J.A.D. Ventures Inc., where he provided a myriad of
consulting services to a broad spectrum of companies, including
serving as part-time Chief Financial Officer, raising over
$30,000,000, and helping a private equity firm through a troubled
debt restructuring. As co-founder and former Chief Financial
Officer of Fan Controlled Sports, Mr. Jain oversaw the raising of
$40,000,000 in financing, led the completion of a Regulation A
crowdfunding campaign, and oversaw financial reporting and
accountability. Notably, Mr. Jain was appointed by the Government
of Canada to oversee the Business Development Bank of Canada (BDC),
where he currently serves on BDC’s board of directors.
Additionally, Mr. Jain serves on BDC’s Investment Committee as well
as its Audit and Conduct Committee, where he oversees the
deployment of BDC’s $30 billion balance sheet in addition to
ensuring the integrity and conduct of BDC’s 2,600 employees. Before
being entrusted by the Canadian government, Mr. Jain was charged by
the Provincial Government of Saskatchewan to be the principal
financial officer of Investment Saskatchewan Inc., where he
prepared annual and quarterly financial statements, ensured
compliance with IFRS certifications, and performed treasury
management. Previously, Mr. Jain served as an Assistant
Vice-President of Enstar Group Ltd., where he superintended the
administration of an investment portfolio of $750,000,000 dollars,
created Enstar’s Sarbanes-Oxley compliance program, and helped
facilitate the acquisitions of over tens of billions of dollars in
assets by major insurance companies. Mr. Jain currently serves on
the board of Danavation Technologies Corp., where he leverages his
considerable experience to help unlock value for Danavation’s
shareholders. Mr. Jain holds a Bachelor of Administration from the
University of Regina, Canada and is a Chartered Professional
Accountant, the Canadian equivalent of a Certified Public
Accountant.
Alexander J. Wodka, CPA: Mr.
Wodka is a Certified Public Accountant and principled business
leader with a successful career auditing SEC registrants, providing
exceptional advice to businesses, and repeatedly generating revenue
growth. From 1994 to 2022, Mr. Wodka served as a partner in the
audit practice of Crowe LLP (“Crowe”) where he provided audit and
professional services to a myriad of clients. Mr. Wodka helped
several companies through initial public offerings, secondary debt
and equity offerings, and has audited large, accelerated filers in
addition to a multitude of emerging growth companies. From 2016
till 2021, Mr. Wodka served as Crowe’s Managing Partner for
Diversified Industry where he leveraged his skills in strategy,
structure, and leadership to incubate six micro verticals which he
grew to $130,000,000 in annual revenue. For over nine years, Mr.
Wodka served on Crowe’s Audit Management Committee where he was
responsible for developing business and operational strategies.
During his tenure, Crowe’s audit practice grew over 30%. From 2003
to 2007, as the Audit Practice Leader of Crowe’s commercial SEC
Practice, Mr. Wodka helped transformed the practice into a
nationally recognized SEC practice which audits over one hundred
SEC registrants annually. As vice managing partner of the Audit
Business Unit (“ABU”) from 2015 to 2022, the ABU grew over 7%
annually, principally through organic growth. Additionally, Mr.
Wodka was elected to Crowe’s board three times where his
responsibilities were: governance, enterprise risk, and strategic
planning. While on the board, Mr. Wodka chaired the Investment
Committee where he developed the committee’s charter and governance
policies to ensure adequate diligence in transactions. Mr. Wodka
holds a Bachelor of Sciences from the University of Illinois.
Exhibit B
A Lack of Alignment
The Board owns a meager 0.22%10 of the Company’s
outstanding shares, which is less than any other of its peers in
the psychedelic sector where the average board owns over 7%11. We
believe the Board is aligned with MindMed executives rather than
shareholders and lacks a focus on maximizing long-term shareholder
value.
Soaring Executive
Compensation
Over the past two years, shareholders have
watched the Company’s share price plummet a shocking 95%, the worst
of its peer group12, while the Board has lavished itself and
management with over $51M13 in compensation over the same time
period.
In 2022, while MindMed’s share price declined
89% (the most among its peer group)14, MindMed’s CEO and CMO
received over 25% raises to their base compensation, with Mr.
Barrow receiving more than $5M in compensation in 2022. Similarly,
in 2021, while MindMed’s share price declined 45%, MindMed
executives received over $35M in total compensation15, with Mr.
Barrow constituting $11M of that total, all while being CEO for
only half the year.
In a development that should have troubled all
shareholders, Mr. Barrow and Dr. Karlin sold their
restricted stock units as they vested for over
$700,00016 in 2022 – all
while continuing to emphasize their purported belief in the vision
of MindMed.
Highly Dilutive, Unnecessary, and
Punitive Financing
Since May 2022, MindMed has consummated several
equity financings resulting in the dilution of shareholders by 33%,
and potential dilution of 58% on a fully diluted basis, while
raising a mere $58.6 million (constituting just 11% of MindMed’s
market capitalization as of December 31, 2021)17.
At the end of September 2022, just weeks after
we penned an open letter to the Board calling for accountability,
MindMed announced the September 2022 public offering of over seven
million Common Shares with an equal number of accompanying warrants
(the “September Financing”). Through the inclusion of a full
warrant for each share offered at a purchase price of $4.25 per, by
MindMed’s own methodology the Company was effectively valuing its
shares at $1.7318 in the September Financing, with both the
purchase price and effective value of the shares significantly,
less than the $6.1219 closing price of its shares the day before.
That is, the September Financing effectively valued
MindMed’s shares at 41% of their cash value prior to the offering
and at less than 30% of MindMed’s market price.
We believe the Board and management team’s lack
of alignment with shareholders influenced its decision to complete
the unnecessary, highly dilutive and punitive September Financing.
This raise was received poorly by the market – MindMed’s share
price dropped 47% the day following the announcement20. Canaccord
Genuity called the raise “poorly timed and ill-conceived”,
questioned “why [MindMed] opted to issue equity with such punitive
economics,” and cut MindMed’s price target by 66%21.
FCM met with MindMed executives prior to the
September Financing and repeatedly attempted to convince MindMed
executives to shelve the offering and cut costs. Had MindMed
brought its general and administrative (G&A) spending in line
with its peer group, we believe MindMed could have extended its
cash runway without the need to engage in such a dilutive equity
financing.
FCM’s director candidates understand their
duties to act in the interest of delivering long term value to
shareholders. As one of the largest shareholders of MindMed, FCM’s
strategic plans would bring a shareholder-centric mindset to
aligning executive compensation to the creation of shareholder
value and preventing unnecessarily dilutive and punitive financings
from occurring again.
A Baffling Approach to Clinical Development
Under the Board and management team’s oversight
MindMed’s clinical development program has been plagued by delays
and failure.
- In August of
2022, after spending $19M on MM-110, MindMed announced that it had
shuttered the 18-MC (MM-110) program as the FDA required key
preclinical safety data, prior to initiating a Phase IIa study,
which would require “months-to-years” to complete22. We cannot
understand why MindMed had not previously disclosed that the FDA
had requested months-to-years of pre-clinical trials since 2014 and
that in MindMed’s Phase I of 18-MC, patients were dosed at 23x
higher than the maximum dose prescribed by the FDA’s guidance for
the trial23. This action not only harms shareholders but will
likely harm MindMed’s credibility with the FDA for years to
come.
- In August and
November of 2021, MindMed stated that it would conduct Phase IIa
trials using MM-120 for the treatment of “acute pain” and “chronic
pain” in 202224. In June of 2022, MindMed announced that the
chronic pain trial would start during the fourth quarter of 202225.
However, these trials were never initiated and MindMed quietly
removed them from its investor presentations26; Puzzlingly, MindMed
executives received a 100% completion rating on MindMed’s clinical
goals27.
- MindMed’s MM-120
GAD Phase IIb trial (the “Phase IIb Trial”) has faced chronic
delays for over two years. MindMed told investors that the Phase
IIb was going to start in September 202128 with an expected end
date in late 2023. Subsequently, MindMed raised over $100M from
investors touting the Phase IIb would start in early Q4 2021 with
an end date still in late 202329. The trial began in August 2022,
11 months later – shockingly, MindMed has not revised its stated
end date30.
Despite its track record of delays and failures,
MindMed maintains that its Phase IIb Trial will be completed by the
end of 2023. We believe that this timeline is completely
unrealistic. Compass Pathways Plc., a “comparable” competitor, took
over 2.5 years for what, in our view, was a simpler Phase IIb
trial31, and the industry average for Phase IIb trials is 2
years.
We believe that MindMed has been improperly
focused on a Phase IIb dose finding study which we believe has a
fundamentally flawed design and is unnecessary.
Bloated Cost Structure and Headcount
MindMed’s G&A and headcount are out of line
for a business of its size and need. We believe that it could
meaningfully reduce G&A costs through outsourcing HR,
eliminating unnecessary assistants, and streamlining the C-suite,
which we believe could save over $15mm per year and, along with
other steps, help to extend its cash-runway potentially into the
middle of 2026.
In our view, these goals are more than
achievable, MindMed would save approximately $4.5M annually
by bringing its G&A expenses in line with its peer
group32. The Board categorically rejected any such notion
when we raised this with them in August 2022 and again in a recent
letter to shareholders. In fact, instead of cutting expenses and
reducing G&A staff in 2022, MindMed increased G&A-related
personnel by 15% from FY 202133.
We believe the lack of urgency in addressing
the Company’s bloated cost structure will lead to further
dilutive financings and are reflective of the Board and
management’s lack of alignment with its shareholders.
May 5, 2023
Shareholder Contact:
Okapi Partners LLCinfo@okapipartners.com (855) 305-0856
Media:
Riyaz Lalani & Dan Gagnier Gagnier Communications
fcmmm@gagnierfc.com
About FCM
FCM MM Holdings, LLC is a special purpose
vehicle set-up to represent nine early investors in MindMed,
including Dr. Scott Freeman and Mr. Chad Boulanger. FCM holds a
3.5% beneficial ownership of MindMed's outstanding shares and
represents additional interests in MindMed shares through holdings
in Savant Addiction Medicine LLC, Savant HWP, Inc., and Savant HWP
Holdings, LLC. FCM is managed by Mr. Jake Freeman and each of FCM’s
stakeholders are deeply invested in MindMed's long-term
success.
Additional Information
FCM's and its nominees (Dr. Scott Freeman, Dr.
Farzin Farzaneh, Mr. Vivek Jain, and Mr. Alexander Wodka)
beneficially own, own, control or exercise direction over an
aggregate of 1,009,181 common shares of MindMed (the “Shares”). FCM
may be deemed to control an additional 359,357 Shares pursuant to a
proxy coordination agreement.
Information in Support of Public Broadcast Solicitation
Shareholders are being asked at this time to
execute a proxy in favour of FCM's nominees for election to the
Board at the AGM or any other resolutions at the AGM, which has
been formally scheduled for June 15, 2023. In connection with the
AGM, FCM has filed definitive proxy materials with the Securities
and Exchange Commission (the "Final FCM Circular") containing
further disclosure concerning FCM's nominees for election to the
Board at the AGM, together with additional details concerning the
completion and return of forms of proxy and voting information
forms ("VIFs") for use at the AGM. Shareholders of MindMed are
urged to read the Materials filed today as well as the Final FCM
Circular, when issued, because they will contain important
information.
The below disclosure is provided pursuant to
section 9.2(4) of National Instrument 51-102 – Continuous
Disclosure Obligations in accordance with securities laws
applicable to public broadcast solicitations.
This press release and any solicitation made by
FCM in advance of the AGM is, or will be, as applicable, made by
FCM and not by or on behalf of the management of MindMed.
Shareholders of MindMed are being asked at this
time to execute proxies in favour of FCM's nominees for election to
the Board at the AGM or any other matters to be considered at the
AGM. FCM has issued the Final FCM Circular and FCM intends to make
its solicitation primarily by mail, but proxies may also be
solicited personally by telephone, email or other electronic means,
as well as by newspaper or other media advertising or in person, by
FCM, certain of its members, partners, directors, officers and
employees, FCM's nominees or FCM's agents, including Okapi Partners
LLC (“Okapi”), which has been retained by FCM as its strategic
shareholder advisor and proxy solicitation agent. Pursuant to the
agreement between Okapi and FCM, Okapi will receive a fee of up to
$75,000, plus customary fees for each call to or from shareholders
of MindMed, and will be reimbursed for certain out-of-pocket
expenses, with all such costs to be borne by FCM. In addition, FCM
may solicit proxies in reliance upon the public broadcast exemption
to the solicitation requirements under applicable Canadian
corporate and securities laws, by way of public broadcast,
including press release, speech or publication, and in any other
manner permitted under applicable Canadian laws. Any members,
partners, directors, officers or employees of FCM and their
affiliates or other persons who solicit proxies on behalf of FCM
will do so for no additional compensation. The anticipated cost of
FCM’s solicitation is estimated to be $400,000 plus disbursements.
The costs incurred in the preparation and mailing of the Materials
and the Final FCM Circular, and the solicitation of proxies by FCM
will be borne by FCM, provided that, subject to applicable law, FCM
may seek reimbursement from MindMed of FCM's out-of-pocket
expenses, including proxy solicitation expenses and legal fees,
incurred in connection with a successful reconstitution of the
Board.
A registered shareholder of MindMed who has
given a proxy may revoke the proxy at any time prior to use by:
(a) depositing an instrument in writing revoking
the proxy, if the shareholder is an individual signed by the
shareholder or his or her legal personal representative or trustee
in bankruptcy, and if the shareholder is a corporation signed by
the corporation or by a representative appointed for the
corporation, either: (i) at the registered office of MindMed at any
time up to and including the last business day preceding the day of
the AGM or any adjournment(s) thereof, at One World Trade Center,
Suite 8500, New York, New York 10007; or (ii) with the chairman of
the AGM on the day of the AGM or any adjournment(s) thereof before
any vote in respect of which the proxy has been given has been
taken; or
(b) revoking the proxy in any other manner
permitted by law.
A non-registered shareholder may revoke a form
of proxy or VIF given to an intermediary or Broadridge Investor
Communications (or any such other service company) at any time by
submitting another properly completed form of proxy or VIF, as the
latest form of proxy or VIF will automatically revoke any previous
one already submitted, or by written notice to the intermediary in
accordance with the instructions given to the non-registered
shareholder by its intermediary.
Neither FCM, nor any of its directors or
officers, or any associates or affiliates of the foregoing, nor any
of FCM's nominees for election to the Board at the AGM, or their
respective associates or affiliates, has: (i) any material
interest, direct or indirect, in any transaction since the
beginning of MindMed's most recently completed financial year or in
any proposed transaction that has materially affected or would
materially affect MindMed or any of its subsidiaries; or (ii) any
material interest, direct or indirect, by way of beneficial
ownership of securities or otherwise, in any matter currently known
to be acted on at the upcoming meeting of MindMed shareholders,
other than the election of directors; except that on August 31,
2020, Dr. Scott Freeman entered into a consulting agreement with
MindMed, which, among other things, granted Dr. Scott Freeman
26,389 vested options with a strike price of CAD$4.95 per share and
16,667 unvested options with a strike price of CAD$4.95 per
share.
The registered address of MindMed is located at
One World Trade Center, Suite 8500, New York, New York,
10007. A copy of this press release may be obtained on
MindMed’s SEDAR profile
at www.sedar.com.
1 Based on MindMed’s share price on June 8, 2021 to MindMed’s
share price on April 15, 2023.2 See MindMed’s Proxy Statements for
2022 and 2023. Spending based on aggregate operating spending in
2021 and 2022 as shown on MindMed’s respective 10-K statements.3
Id. at 3. MindMed’s core drug spending is based on external R&D
costs associated with MM-110 and MM-120.4 Based on direct ownership
of Common Shares and does not include derivative exposure.5 Supra
at 3. The peer group is based on the same peer group in FCM’s
Definitive Proxy Statement. Based on EDGAR and SEDAR filings and
includes certain shares held in a family trust for Michael Forer,
see ATAI Proxy Statement 2023 Footnote 1 Page 31 (aggregated to
23,364,432 for Christian Angermayer), and including certain shares
owned by M3 Daat LLC, of which Michael Auerbach is a member. 6
Infra. at 157 Based on Dr. Karlin’s LinkedIn page dated May 3,
2023.8 Should three or more of FCM’s director nominees be elected,
Dr. Freeman, Mr. Freeman, and FCM would enter into a legally
binding agreement with either MindMed or an independent third party
to effectuate this commitment.9 This would be inclusive of
stock-based compensation. We plan to target 50% of cash spending as
stated in FCM’s Definitive Proxy Statement – the two are
approximately equivalent based on MindMed’s 10-K adjusted for
reduced executive compensation. Supra at 3.10 Based on direct
ownership of Common Shares and does not include derivative
exposure.11 Supra at 4.12 Supra at 5.13 See MindMed’s Definitive
Proxy Statement for 2022 and MindMed’s Preliminary Proxy Statement
for 2023.14 Supra at 11.15 See MindMed’s Definitive Proxy Statement
for 2022.16 See Mr. Barrow’s and Dr. Karlin’s Form 4 filings during
2022. Pricing from Bloomberg LP.17 MindMed’s 10-K for FY 2022,
Bloomberg LP.18 Based on the imputed value of issued warrants on
the date of close (September 30, 2022) as calculated in MindMed’s
10-Q dated November 10, 2022.19 Based on MindMed’s 10-Q dated
November 10, 2022 backing out certain cash received from the
financing and dividing by the shares outstanding on the date of
close except for the shares issued.20 Closing price of $6.12 on
September 27, 2022; closing price of $3.24 on September 28, 2022.21
Canaccord Genuity Capital Markets research note dated October 3,
2022.22 See MindMed’s earning call on August 11, 2022, and Mr.
Barrow’s October 8, 2022, interview with Psychedelic Invest.23 See
MindMed’s MMED-003 Protocol V2, Guidance for Industry – Estimating
the Maximum Safe Starting Dose in Initial Clinical Trials for
Therapeutics in Adult Healthy Volunteers published 2005.24 See
MindMed’s investor presentation for August and November 2021.25 See
MindMed’s investor presentation for June 2022.26 See MindMed’s
investor presentation for March 2023.27 See MindMed’s Proxy
Statement for 2023.28 Based on MindMed’s investor presentation for
September of 2020.29 See MindMed’s investor presentations in
January – March of 2021, MindMed’s 10-K for FY 2021, and MindMed’s
final short-form prospectus dated April 9, 2021 and December 31,
2020. 30 See MindMed’s investor presentation March 2023.31 Based on
the number of experimental arms in each trial. See
Clinicaltrials.gov32 Based on SEDAR and EDGAR filings for the peer
group described in Footnote 4. Average G&A allocation in 2022
of total spending was compared to MindMed’s allocation of G&A.
Data for Cybin Inc. was derived from the last nine months of 2022
due to Cybin Inc.’s fiscal year. Data for Revive Therapeutics Ltd.
was based on year and half period ending December 2022, due to
Revive Therapeutics Ltd.’s fiscal year. Numinus Wellness Inc. was
excluded due to their expense classification.33 Based on MindMed’s
10-K for FY 2021 and MindMed’s 10-K for FY 2022
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