FCM MM Holdings, LLC ("FCM"), beneficially owning approximately
3.5% of the outstanding common shares of Mind Medicine (MindMed)
Inc. (NASDAQ: MNMD) (“MindMed” or the “Company”), today announces
it sent a letter to shareholders from Dr. Scott Freeman. The letter
calls out MindMed’s incumbent Board’s and management’s efforts to
distract shareholders rather than confront their history of poor
performance and destruction of shareholder value. In addition, Dr.
Freeman pledges to lock-up his MindMed shares in conjunction with
FCM, Mr. Jake Freeman and FCM’s director candidates until June 15,
2025, if FCM’s slate of director candidates is elected.
The full text of Dr. Freeman’s letter is available here and
below:
Dear Fellow MindMed Shareholders,
I am working with FCM MM Holdings to bring
desperately needed change to MindMed’s board of directors through
the election of myself and three other independent director
candidates (Farzin Farzaneh, Vivek Jain and Alexander Wodka) to the
board. Each of us has the skills, experience, and expertise
necessary for the board to get MindMed’s clinical program back on
track and stop the needless ongoing destruction of shareholder
value.
MindMed has serious problems including:
- bloated costs,
- a history of punitive and dilutive financings,
- inflated executive compensation; and,
- ill-conceived and chronically delayed clinical trials.
We have a plan to realign costs to support
research and development and start a Phase III clinical trial in
2023. I encourage you to read our 95-page presentation available
here and on MindMed’s SEDAR profile at www.sedar.com, detailing the
problems afflicting MindMed as well as our comprehensive
solutions.
These are complex issues and, unfortunately,
rather than confronting its past failings and implementing our plan
to Restore MindMed, the current board and management are trying to
muddy the waters and distract shareholders from what they need to
know. We all say our plan is the best way forward, but I will make
it simple for you. Unlike MindMed’s executive team, I will
put my “money where my mouth is.” I am so confident that
our plan will increase MindMed’s value that I will commit not to
sell my MindMed shares until June 15, 2025, and FCM, Mr. Jake
Freeman, and the other FCM director nominees commit to doing the
same, if FCM’s slate of directors is elected. Further, I will
not accept any director compensation should I be
elected to the board.
Are MindMed’s incumbent board and management
willing to do that? MindMed’s CEO Mr. Barrow and CMO Dr.
Karlin sold over $700,000 in shares in 2022 and have never
invested their own money in MindMed, while taking $2.3M in cash
compensation over the last two years1. If they believe so strongly
in their plan and leadership, why haven’t they personally invested
in MindMed?
Neither Mr. Barrow nor Mr. Karlin has brought a
drug to market or done a Phase III trial. The share price also
shows investor’s lack of faith in management’s abilities to drive
value, as the stock trades at less than cash on hand2,
demonstrating that investors expect that MindMed’s current course
of action would be worse (and more value destructive) than doing
nothing at all.
I have brought drugs to market and know what it
takes – that is why I am so confident in our plan to Restore
MindMed. I am willing to put all my 931,705 MindMed shares
at risk and pledge not to sell a single share for two
years. I strongly believe that under our plan the stock
will be worth far more than it is today.
But we need your help.
Vote FOR the FCM director
candidates who have confidence in their plan to drive shareholder
value and are putting you first. Do your part to turn MindMed
around and vote the BLUE proxy card for Scott Freeman, Farzin
Farzaneh, Vivek Jain and Alexander Wodka. Let’s get our plan
underway and put MindMed back on track.
Thank you for your support.
Sincerely,
Scott Freeman
Vote the BLUE Proxy to Support FCM’s Plan to Restore
MindMed
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.
1 Company’s SEC Filings.2 Based on MindMed’s share price on May
15, 2023. Data from Refinitiv.
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