FCM MM Holdings, LLC ("FCM"), representing approximately 3.5% of
the outstanding common shares of Mind Medicine (MindMed) Inc.
(NASDAQ: MNMD) (“MindMed” or the “Company”), announces Dr. Freeman
and the other FCM nominees, will
extend their lockup period
for selling shares until June 2026 in anticipation of
bringing MM-120 (LSD) to market in 2026 after completing the phase
III study.
“We put our money where our mouth is,
unlike the current management who appears to sell shares
monthly,” said Dr. Scott Freeman. “We are so confident that we can
bring MM-120 to market in the next three years to
help millions with mental health disorder and build shareholder
value, that we are extending our pledge to lockup our
shares from June 15, 2025 to June 15,
2026 to coincide with this value enhancing event,” he
added.
To accomplish this goal, FCM plans to initiate a
dose finding Phase III trial to treat patients
with generalized anxiety disorder (GAD) in December 2023, if the
FCM slate of directors are elected at MindMed’s June 15, 2023
annual general meeting. Current management is ensconced in an
unnecessary Phase IIb dose finding study which will take longer to
bring MM-120 to market (after 2026). FCM has demonstrated that none
of the 62 CNS drugs approved in the last decade has followed the
long, tortuous, and expensive path to FDA approval that MindMed is
following. All of the CNS drug candidates that FCM analyzed, that
had Phase II data like MM-120, went directly to a dose
finding Phase III study so that they could quickly and
efficiently bring their drug to market as FCM is proposing.
“While MindMed’s commissioned Greenleaf study
states that its path is supposedly reasonable, it is unnecessary
and time consuming potentially allowing other companies to bring
competing psychedelic drugs to market before
MindMed, with the Company losing the opportunity to be first to
market”, said Dr. Freeman.
FCM, as well as sell-side analysts that cover
MindMed, are concerned that the Company will “burn through” its
$130 million in cash balance in 2024 and will need to raise
additional funds, resulting in further shareholder dilution of
50-100%. However, based on FCM’s capital realignment plans, FCM
will be able pay for the Phase III study without further dilution
with the expectation of gaining approval by 2026.
Vote the BLUE Proxy to
Support FCM’s Plan to Restore Value for All
Shareholders
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.
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