January 7th, 2021
Mind Medicine (MindMed) Inc. (NEO: MMED), (OTCQB: MMEDF), (DE: MMQ) (“MindMed”) is pleased to announce that it has closed its previously announced bought deal short form prospectus offering, including the exercise in full of the Underwriters’ over-allotment option (the “Offering”). In connection with the Offering, the Company issued 20,930,000 units of the Company (the “Units”) at a price per Unit of CAD $4.40 (the “Issue Price”) for gross proceeds of approximately CAD $92.1m. The Offering was conducted by Canaccord Genuity Corp. (the “Lead Underwriter”), along with Eight Capital and CIBC Capital Markets (collectively, the “Underwriters”).
As announced on December 14, 2020, MindMed originally entered into an agreement with the Lead Underwriter to raise gross proceeds of CAD $50.0m and agreed to increase the size of the Offering to CAD $80.0m on December 15, 2020 due to outsized investor demand. In connection with the filing of MindMed’s final prospectus on December 31, 2020, CIBC Capital Markets was also added to the offering.
MindMed is a leading psychedelic medicine biotech company that discovers, develops and deploys psychedelic inspired medicines and experiential therapies to address addiction and mental illness. Since the founding of Mind Medicine, Inc. in May 2019, MindMed has now raised a total of approximately CAD $237.2m (USD $183.8m) in investment capital before fundraising and deal expenses, making it one of the leaders in the psychedelic medicine industry in its ability to finance its innovative R&D, a new digital therapeutics division and a growing clinical trial pipeline.
MindMed Co-Founder & Co-CEO, J.R. Rahn said “We are extremely pleased to have the continued support of our Lead Underwriter, Canaccord Genuity, as well as Eight Capital and CIBC Capital Markets as syndicate members. Financing is critical to the fast-growing psychedelic medicine industry as we seek to pioneer a new paradigm and therapeutic asset class for the millions suffering from mental illness and addiction globally.”
The Company intends to use the net proceeds of the Offering for investment in its digital medicine division, for further investments in its LSD experiential therapy program for anxiety disorders (“Project Lucy”), its development of a non-hallucinogenic version of the psychedelic substance ibogaine to address the opioid crisis (“Project Layla”), and its LSD micro-dosing trials for adult ADHD, as well as for general working capital and corporate purposes.
Further Details of Offering
In connection with the Offering, the Company issued 20,930,000 Units of the Company at the Issue Price for gross proceeds of approximately CAD $92.1m.
Each Unit comprises one subordinate voting share of the Company (a “Subordinate Voting Share”) and one-half of one Subordinate Voting Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Subordinate Voting Share at an exercise price of CAD $5.75 until January 7, 2024. If, at any time following the closing of the Offering, the daily volume weighted average trading price of the Subordinate Voting Shares on the NEO Exchange Inc. is greater than CAD $9.00 per Subordinate Voting Share for the preceding five consecutive trading days, the Company may, upon providing written notice to the holders of Warrants, accelerate the expiry date of the Warrants to the date that is at least 30 days following the date of such written notice. The Warrants will be listed for trading on the facilities of the NEO Exchange Inc. (the “NEO”) under the symbol “MMED.WR”, subject to the final approval of the NEO.
Subscriptions by insiders of the Company accounted for approximately $1,320,000 of the gross proceeds of the Offering. Participation by insiders in the Offering is exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) by virtue of the exemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.
MindMed is a leading psychedelic medicine biotech company that discovers, develops and deploys psychedelic inspired medicines and experiential therapies to address addiction and mental illness. The Company is assembling a compelling drug development pipeline of innovative treatments based on psychedelic substances including Psilocybin, LSD, MDMA, DMT and an Ibogaine derivative, 18-MC. The MindMed executive team brings extensive biopharmaceutical experience to the Company’s groundbreaking approach to developing the next-generation of psychedelic inspired medicines and therapies.
MindMed trades on the Neo Exchange Inc. under the symbol MMED. MindMed is also traded in the United States under the symbol MMEDF and in Germany under the symbol MMQ. For more information: www.mindmed.co.
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