FCM MM Holdings, LLC ("FCM"), today announced that it published a
presentation outlining the overwhelming case for change at Mind
Medicine (MindMed) Inc. (NASDAQ: MNMD) (“MindMed”, the “Company”)
and how to efficiently bring much needed mental health drugs to
millions with mental health disorders amid MindMed’s announcements
of clinical trial delays.
MindMed’s spending on core drug development was
only $20M in the last two years, plummeting from 31% of total
spending in 2020 to 12.7% in 2022, while MindMed’s executive and
director compensation has soared to $51M. In our view, this
irresponsible spending behavior and mismanagement has jeopardized
bringing needed treatment for mental health disorders as evidenced
by the LSD (MM-120) trial delays and the shuttering of MM-110.
“I co-founded MindMed to help millions of people
with mental health disorders. I strongly believe that not only has
MindMed threatened its own LSD drug development because of CEO
Barrow’s and CMO Karlin’s inexperience and MindMed’s reckless
spending, but these missteps may have compromised LSD’s clinical
development at large. Now, MindMed, rather than making necessary
changes, has resorted to muddying the waters in an apparent attempt
to mislead shareholders, entrench their jobs and baselessly try to
discredit us,” said Dr. Scott Freeman, MindMed’s co-founder and FCM
nominee.
MindMed recently hired Greenleaf Health, Inc.
(“Greenleaf”), a paid consulting firm, to support
MindMed’s agenda and discredit FCM’s proposals.
- Greenleaf does
not deny the ability of MindMed to execute FCM’s plan with the
FDA.
- Greenleaf does
not say it believes that MindMed’s current path is the best way
forward.
- Greenleaf’s
report, quoting FDA regulations, supports FCM’s approach stating
that “[Phase III studies] are performed after preliminary evidence
suggesting effectiveness of the drug has been obtained in Phase
2.”
- Greenleaf
conveniently did not dispute the ability to use Dr. Liechti’s
unpublished original data to show LSD’s effectiveness in Phase II,
which is owned by MindMed.
- Greenleaf does
not dispute FCM’s analysis of all 62 approved Central Nervous
System (“CNS”) drugs in the past decade, which found that none of
those drugs have followed the long, expensive, and tortuous path to
drug approval, which is currently being done by MindMed for
LSD.
FCM questions whether MindMed, whose executives
have never brought a drug to market, really know better than the
highly skilled drug development teams that oversaw the approval
process for these 62 CNS drugs and include some of best and largest
biotechnology companies in the world?
None of the 62 teams which FCM analyzed have
followed MindMed’s current plan and Greenleaf does not deny that a
Phase III study will work.
“It appears that Greenleaf was hired by MindMed
to put out a report that the Company could point to and try to make
Barrow's ill-conceived trials appear to be credible regulatory
strategy,” added Dr. Freeman. “Shareholders should view this
for what it is - a paid endorsement.”
Analysts are now estimating that MindMed will
run out of cash in 2024, further threatening LSD’s development. It
is imperative to act NOW. To get an LSD treatment
to the millions with mental health disorders, FCM’s director
nominees, if elected, will work to immediately start a Phase III
LSD trial, cut executive compensation, and reduce unnecessary
overhead.
A copy of FCM’s presentation to investors has
been filed with the Securities and Exchange Commission and on SEDAR
and is available at: https://tinyurl.com/3dy8wt9d
The investor presentation outlines the
case for urgent change at MindMed and FCM’s plan to ensure the
continued viability of MindMed, including spending more money on
LSD development and less on executive compensation, and reducing
other wasteful spending as analysts predict MindMed to run out of
money in 2024.
Vote the BLUE
Proxy to Support FCM’s Plan to Restore Value for All
Shareholders
FCM urges MindMed shareholders to join the fight
to protect MindMed and stop the current Board and management team’s
destructive status quo, by
voting FOR all four of its highly
qualified nominees at the 2023 annual general meeting of
shareholders on the BLUE proxy card.
Shareholders who have questions or
require any assistance with their vote, please contact Okapi
Partners LLC, at (855) 305-0856 or
info@okapipartners.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 is managed
by Mr. Jake Freeman and each of FCM’s stakeholders are deeply
invested in MindMed’s long-term success.
Shareholder Contact:
Okapi Partners LLCinfo@okapipartners.com (855)
305-0856
Media:
Riyaz Lalani & Dan Gagnier Gagnier
Communications fcmmm@gagnierfc.com
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.
A PDF accompanying this announcement is available
at http://ml.globenewswire.com/Resource/Download/cea414a7-d6bb-4485-9d40-fbd6a7e4270c
Mind Medicine MindMed (NASDAQ:MNMD)
Gráfico Histórico do Ativo
De Abr 2024 até Mai 2024
Mind Medicine MindMed (NASDAQ:MNMD)
Gráfico Histórico do Ativo
De Mai 2023 até Mai 2024