MindMed Files 8-K: Material Agreement, Equity Sales

TL;DR

MindMed dropped an 8-K: signed a big deal, sold some stock. Watch this space.

AI Summary

On October 17, 2024, Mind Medicine (MindMed) Inc. filed an 8-K report detailing several key events. The company entered into a material definitive agreement, engaged in unregistered sales of equity securities, and reported other events. The filing also includes financial statements and exhibits, indicating ongoing operational and financial activities.

Why It Matters

This filing signals significant corporate actions by MindMed, including potential new financing or partnerships through the material agreement and equity sales, which could impact its stock price and future operations.

Risk Assessment

Risk Level: medium — The filing involves unregistered equity sales, which can dilute existing shareholders, and a material definitive agreement, the terms of which are not fully disclosed, creating uncertainty.

Key Players & Entities

• Mind Medicine (MindMed) Inc. (company) — Registrant
• October 17, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — f the Company with an exercise price of $0.001 per share (the "Exchange Shares"). The

Filing Documents

• tm2426318d1_8k.htm (8-K) — 36KB
• tm2426318d1_ex4-1.htm (EX-4.1) — 103KB
• tm2426318d1_ex5-1.htm (EX-5.1) — 11KB
• tm2426318d1_ex10-1.htm (EX-10.1) — 64KB
• tm2426318d1_ex10-2.htm (EX-10.2) — 81KB
• tm2426318d1_ex5-1img001.jpg (GRAPHIC) — 7KB
• 0001104659-24-109539.txt ( ) — 536KB
• mnmd-20241017.xsd (EX-101.SCH) — 3KB
• mnmd-20241017_lab.xml (EX-101.LAB) — 33KB
• mnmd-20241017_pre.xml (EX-101.PRE) — 22KB
• tm2426318d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on March 7, 2024, Mind Medicine (MindMed) Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with Commodore Capital Master LP and Deep Track Biotechnology Master Fund, LTD (collectively, the "Holders"), pursuant to which the Company issued an aggregate of 12,500,000 common shares, without par value, of the Company to the Holders (the "Private Placement Shares") in a private placement transaction (the "Private Placement"). On October 17, 2024, the Company entered into an exchange agreement (the "Exchange Agreement") with the Holders pursuant to which the Holders exchanged (the "Exchange") an aggregate of 8,000,000 of the Private Placement Shares for pre-funded warrants (the "Exchange Warrants") to purchase an aggregate of 8,000,000 common shares of the Company with an exercise price of $0.001 per share (the "Exchange Shares"). The Exchange Warrants were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), afforded by Section 3(a)(9) of the Securities Act as securities exchanged by the Company with existing security holders where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange. The Exchange Warrants are exercisable at any time after the date of issuance. The exercise price and the number of Exchange Shares are subject to appropriate adjustment in the event of certain share dividends and distributions, share splits, share combinations, reclassifications or similar events affecting the Company's common shares as well as upon any distribution of assets, including cash, securities or other property, to the Company's shareholders. The Exchange Warrants will not expire and are exercisable in cash or by means of a cashless exercise. Each Holder may not exercise the Exchange Warrants if the aggregate number of common

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information as set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference under this Item 3.02. Neither this Current Report on Form 8-K, nor any exhibit attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein.

01 Other Events

Item 8.01 Other Events. On October 17, 2024, the Company filed with the SEC a prospectus supplement to the prospectus included in the Company's registration statement on Form S-3 (File No. 333-280548), which became automatically effective upon filing with the SEC on June 28, 2024 (the "Registration Statement"), with respect to the resale by the Holders, and any of their pledgees, assignees, donees, transferees or other successors-in-interest, of the Exchange Shares to satisfy the Company's obligations pursuant to the Amendment. A copy of the legal opinion of Osler, Hoskin & Harcourt LLP, Canadian counsel to the Company, relating to the issuance of the Exchange Shares registered for resale pursuant to the Registration Statement is attached hereto as Exhibit 5.1 and is hereby incorporated by reference into the Registration Statement.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Pre-Funded Warrant. 5.1 Opinion of Osler, Hoskin & Harcourt LLP. 10.1 Exchange Agreement, dated as of October 17, 2024, by and among Mind Medicine (MindMed) Inc., Commodore Capital Master LP and Deep Track Biotechnology Master Fund, LTD. 10.2 Amendment No. 1 to the Registration Rights Agreement, dated as of October 17, 2024, by and among Mind Medicine (MindMed) Inc., Commodore Capital Master LP and Deep Track Biotechnology Master Fund, LTD. 23.1 Consent of Osler, Hoskin & Harcourt LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MIND MEDICINE (MINDMED) INC. Date: October 17, 2024 By: /s/ Robert Barrow Name: Robert Barrow Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR