SEC Form S-3ASR filed by Mind Medicine (MindMed) Inc.
SECURITIES AND EXCHANGE COMMISSION
UNDER
THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
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British Columbia, Canada
(State or other jurisdiction of
incorporation or organization) |
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98-1582538
(I.R.S. Employer
Identification Number) |
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Suite 8500
New York, New York 10007
(212) 220-6633
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Chief Legal Officer
Mind Medicine (MindMed) Inc.
One World Trade Center
Suite 8500
New York, New York 10007
(212) 220-6633
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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Steven J. Abrams
Hogan Lovells US LLP 1735 Market Street Suite 2300 Philadelphia, Pennsylvania 19103 (267) 675-4600 |
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Trevor Scott
Osler, Hoskin & Harcourt LLP Suite 3000, Bentall Four 1055 Dunsmuir Street Vancouver, British Columbia, Canada V7X 1K8 (778) 785-3000 |
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| Large accelerated filer ☐ | | | Accelerated filer ☐ | | | Non-accelerated filer ☒ | | |
Smaller Reporting Company
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Emerging Growth Company
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![[MISSING IMAGE: lg_mindmed-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001813814/000110465924076002/lg_mindmed-4c.jpg)
Warrants
Debt Securities
Units
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![[MISSING IMAGE: bc_pipeline-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001813814/000110465924076002/bc_pipeline-4c.jpg)
![[MISSING IMAGE: lg_mindmed-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001813814/000110465924076002/lg_mindmed-4c.jpg)
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![[MISSING IMAGE: bc_pipeline-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001813814/000110465924076002/bc_pipeline-4c.jpg)
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Assumed public offering price per share
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| | | | | | | | | $ | 7.07 | | |
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Net tangible book value per share as of March 31, 2024
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| | | $ | 2.48 | | | | | | | | |
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Increase in net tangible book value per share attributable to new investors purchasing our common shares in this offering
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| | | | 1.01 | | | | | | | | |
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As-adjusted net tangible book value per share as of March 31, 2024, after giving effect to this offering
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| | | | | | | | | | 3.49 | | |
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Dilution per share to new investors purchasing our common shares in this offering
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| | | | | | | | | $ | 3.58 | | |
Attention: Corporate Secretary
One World Trade Center, Suite 8500,
New York, New York 10007
Telephone: (212) 220-6633
![[MISSING IMAGE: lg_mindmed-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001813814/000110465924076002/lg_mindmed-4c.jpg)
INFORMATION NOT REQUIRED IN THE PROSPECTUS
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Amount to
be paid |
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SEC registration fee
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| | | $ | (1) | | |
FINRA fee
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| | | $ | (2) | | |
Printing expenses
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| | | $ | (2) | | |
Accounting fees and expenses
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| | | $ | (2) | | |
Legal fees and expenses
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| | | $ | (2) | | |
Miscellaneous
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| | | $ | (2) | | |
Total
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| | | $ | (2) | | |
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Incorporation by Reference
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Exhibit No.
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Description
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Form
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File No.
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Exhibit
Number |
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Filing Date
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Filed
Herewith |
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| 1.1* | | | Form of Underwriting Agreement. | | | | | | | | | | | | | | | | |
| 1.2 | | | Sales Agreement, dated June 28, 2024, between Leerink Partners LLC and Mind Medicine (MindMed) Inc. | | | | | | | | | | | | | | |
X
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| 3.1 | | | | |
8-K
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001-40360
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3.1
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June 30, 2022
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| 3.2 | | | | |
10-K
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001-40360
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3.2
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February 28, 2024
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| 4.1 | | | | |
10-K
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001-40360
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4.2
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February 28, 2024
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| 4.2* | | | Form of Warrant Agreement for Common Shares, including Warrant Certificate for Common Shares. | | | | | | | | | | | | | | | | |
| 4.3* | | | Form of Warrant Agreement for Debt Securities, including Warrant Certificate for Debt Securities. | | | | | | | | | | | | | | | | |
| 4.4 | | | | | | | | | | | | | | | | |
X
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| 4.5* | | | Form of Unit Agreement. | | | | | | | | | | | | | | | | |
| 5.1 | | | | | | | | | | | | | | | | |
X
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| 23.1 | | | | | | | | | | | | | | | | |
X
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| 23.2 | | | | | | | | | | | | | | | | |
X
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| 24.1 | | | | | | | | | | | | | | | | |
X
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| 25.1** | | | Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939. | | | | | | | | | | | | | | | | |
| 107 | | | | | | | | | | | | | | | | |
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| | | | Mind Medicine (MindMed) Inc. | |
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By:
/s/ Robert Barrow
Robert Barrow
Chief Executive Officer and Director |
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Signature
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Title
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Date
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/s/ Robert Barrow
Robert Barrow
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Chief Executive Officer and Director
(Principal Executive Officer) |
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June 28, 2024
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/s/ Carrie F. Liao
Carrie F. Liao, CPA
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Principal Financial Officer and Chief Accounting Officer
(Principal Financial Officer and Principal Accounting Officer) |
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June 28, 2024
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/s/ Suzanne Bruhn
Suzanne Bruhn, PhD
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Director
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June 28, 2024
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/s/ David Gryska
David Gryska
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Director
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June 28, 2024
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/s/ Roger Crystal
Roger Crystal, MD
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Director
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June 28, 2024
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Signature
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Title
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Date
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/s/ Andreas Krebs
Andreas Krebs
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Director
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June 28, 2024
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/s/ Carol Vallone
Carol Vallone
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Director
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June 28, 2024
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By:
/s/ Mark R. Sullivan
Mark R. Sullivan
Chief Legal Officer & Corporate Secretary |
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