UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to
Commission File Number 001-40360
Mind Medicine (MindMed) Inc.
(Exact name of Registrant as specified in its Charter)
British Columbia, Canada
98-1582438
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
One World Trade Center, Suite 8500
New York, New York
10007
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (212) 220-6633
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Shares, no par value per share
MNMD
The Nasdaq Stock Market LLC
(The Nasdaq Global Select Market)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of July 24, 2025 the registrant had 76,087,943 Common Shares outstanding.
Table of Contents
Page
PART I
FINANCIAL INFORMATION
4
Item 1.
Financial Statements
Condensed Consolidated Balance Sheets
Condensed Consolidated Statements of Operations and Comprehensive Loss
5
Condensed Consolidated Statements of Shareholders' Equity
6
Condensed Consolidated Statements of Cash Flows
7
Notes to Condensed Consolidated Financial Statements
9
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
20
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
29
Item 4.
Controls and Procedures
PART II
OTHER INFORMATION
30
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
31
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
33
Signatures
35
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q ("Quarterly Report") contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our future results of operations or financial condition, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will” or “would” or the negative of these words or other similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerning the following:
You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” previously disclosed in Part I, Item 1A. in our Annual Report on Form 10-K, as filed with the U.S. Securities and Exchange Commission (“SEC”) on March 6, 2025 (the “2024 Annual Report”) and in Part II, Item 1A in this Quarterly Report and the section titled “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2 of this Quarterly Report. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report. And while we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.
The forward-looking statements made in this Quarterly Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report to reflect events or circumstances after the date of this Quarterly Report or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.
We may announce material business and financial information to our investors using our investor relations website (https://ir.mindmed.co/). We therefore encourage investors and others interested in our company to review the information that we make available on our website, in addition to following our filings with the SEC, webcasts, press releases and conference calls. Our website and information included in or linked to our website are not part of this Quarterly Report. Unless otherwise noted or the context indicates otherwise, references in this Quarterly Report to the “Company,” “MindMed,” “we,” “us,” and “our” refer to Mind Medicine (MindMed) Inc. and its consolidated subsidiaries.
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
(in thousands, except share amounts)
June 30, 2025(unaudited)
December 31, 2024
Assets
Current assets:
Cash and cash equivalents
$
33,392
273,741
Short-term investments
149,601
—
Prepaid and other current assets
6,143
7,879
Total current assets
189,136
281,620
Long-term investments
54,863
Goodwill
19,918
Other non-current assets
1,174
613
Total assets
265,091
302,151
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable
4,216
2,010
Accrued expenses
14,797
12,829
2022 USD Financing Warrants
18,944
24,010
Total current liabilities
37,957
38,849
Credit facility, long-term
41,191
21,854
Other non-current liabilities
543
Total liabilities
79,691
60,703
Commitments and contingencies (Note 10)
Shareholders' equity:
Common shares, no par value, unlimited authorized as of June 30, 2025 and December 31, 2024; 75,803,251 and 75,100,763 issued and outstanding as of June 30, 2025 and December 31, 2024, respectively
Additional paid-in capital
649,564
639,508
Accumulated other comprehensive income
807
819
Accumulated deficit
(464,971
)
(398,879
Total shareholders' equity
185,400
241,448
Total liabilities and shareholders' equity
See accompanying notes to unaudited condensed consolidated financial statements.
(Unaudited)
Three Months Ended June 30,
Six Months Ended June 30,
(in thousands, except share and per share amounts)
2025
2024
Operating expenses:
Research and development
29,809
14,645
53,166
26,350
General and administrative
11,094
9,813
19,896
20,312
Total operating expenses
40,903
24,458
73,062
46,662
Loss from operations
(40,903
(24,458
(73,062
(46,662
Other income/(expense):
Interest income
2,774
3,116
5,207
4,772
Interest expense
(2,338
(466
(2,940
(900
Foreign exchange loss, net
(49
(32
(68
(557
Change in fair value of 2022 USD Financing Warrants
(2,228
13,445
4,771
(19,448
Gain on extinguishment of contribution payable
2,541
Total other income/(expense)
(1,841
18,604
6,970
(13,592
Net loss
(42,744
(5,854
(66,092
(60,254
Other comprehensive loss
Unrealized gain on investments
36
46
Gain/(loss) on foreign currency translation
(31
(3
(58
490
Comprehensive loss
(42,739
(5,857
(66,104
(59,764
Net loss per common share, basic
(0.50
(0.08
(0.78
(1.01
Net loss per common share, diluted
(0.26
(0.81
Weighted-average common shares, basic
85,347,677
71,912,323
85,208,539
59,886,540
Weighted-average common shares, diluted
75,304,101
87,099,006
Condensed Consolidated Statements of Shareholders’ Equity
Common Shares
Shares
Amount
Additional Paid-In Capital
Accumulated OCI
Accumulated Deficit
Total
Balance, December 31, 2024
75,100,763
Issuance of common shares under employee share purchase plan ("ESPP")
34,017
186
Issuance of common shares upon settlement of restricted share unit ("RSU") awards
186,708
Exercise of 2022 USD Financing Warrants
136,346
874
Stock-based compensation expense
3,426
Exercise of stock options
53,541
237
Net loss and comprehensive loss
(17
(23,348
(23,365
Balance, March 31, 2025
75,511,375
644,231
802
(422,227
222,806
Issuance of common shares upon settlement of RSU awards
229,587
5,253
Exercise of stock options, net of shares withheld for exercise and tax
62,289
80
Balance, June 30, 2025
75,803,251
Balance, December 31, 2023
41,101,303
367,991
343
(290,200
78,134
Issuance of common shares, net of share issuance costs
29,338,553
164,298
Issuance of common shares upon settlement of RSU awards, net of shares withheld for tax
204,968
(54
400,000
3,369
3,689
118,896
530
493
(54,400
(53,907
Balance, March 31, 2024
71,163,720
539,823
836
(344,600
196,059
239,834
642,523
6,306
5,430
28,999
109
Balance, June 30, 2024
72,075,076
551,668
833
(350,454
202,047
(in thousands)
Cash flows from operating activities
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation
8,679
9,119
Change in fair value on directors' deferred share units ("DDSU")
152
579
Amortization of intangible assets
527
Change in fair value of the 2022 USD Financing Warrants
(4,771
19,448
(2,541
Accretion of discounts and premiums on investments, net
(2,422
Unrealized foreign exchange
1
510
Other non-cash adjustments
(193
Changes in operating assets and liabilities:
1,736
(1,019
Other noncurrent assets
2
90
2,206
(1,453
1,679
(1,713
Other liabilities, long-term
Net cash used in operating activities
(59,018
(36,587
Cash flows from investing activities
Purchases of investments
(235,746
Maturity of investments
33,750
Net cash used in investing activities
(201,996
Cash flows from financing activities
Proceeds from credit facility
42,000
(1)
10,000
Repayment of credit facility
(22,000
Payment of credit facility issuance costs
(447
(128
Proceeds from the Offering and Private Placement
175,000
Payment of issuance costs from the Offering and Private Placement
(10,807
Proceeds from the 2022 ATM net of issuance costs
984
Payment of deferred financing fees related to 2024 ATM
(30
Proceeds from exercise of 2022 USD Financing Warrants
4,431
Proceeds from exercise of options
334
639
Proceeds from issuance of common shares under ESPP
Withholding taxes paid on vested RSUs
Net cash provided by financing activities
20,652
180,035
Effect of exchange rate changes on cash
13
(20
Net (decrease)/increase in cash and cash equivalents
(240,349
143,428
Cash and cash equivalents, beginning of period
99,704
Cash and cash equivalents, end of period
243,132
Condensed Consolidated Statements of Cash Flows (continued)
Supplemental Cash Flow Information
Cash paid for interest and final payment for credit facility
3,187
873
Supplemental Noncash Disclosures
Conversion of 2022 USD Financing Warrants to common shares upon exercise of warrants
295
5,244
Lease liabilities arising from obtaining right-of-use assets
586
Withholding taxes payable on option exercises
17
Unpaid issuance costs for the Offering and Private Placement
253
Deferred financing fees related to 2024 ATM included in accrued expenses
400
Reclass of deferred financing fees to additional paid-in capital
332
8
Notes to Unaudited Condensed Consolidated Financial Statements
Mind Medicine (MindMed) Inc. (the “Company” or “MindMed”) is incorporated under the laws of the Province of British Columbia. Its wholly owned subsidiaries, Mind Medicine, Inc. (“MindMed US”), HealthMode, Inc., MindMed Pty Ltd., and MindMed GmbH are incorporated in Delaware, Delaware, Australia and Switzerland respectively. MindMed US was incorporated on May 30, 2019.
MindMed is a late-stage clinical biopharmaceutical company developing novel product candidates to treat brain health disorders. The Company’s mission is to be the global leader in the development and delivery of treatments for brain health disorders that unlock new opportunities to improve patient outcomes. The Company is developing a pipeline of innovative product candidates targeting neurotransmitter pathways that play key roles in brain health. This specifically includes pharmaceutically optimized product candidates derived from the psychedelic and empathogen drug classes, including MM120 and MM402, the Company’s lead product candidates.
Liquidity
As of June 30, 2025, the Company had an accumulated deficit of $465.0 million. Through June 30, 2025, the Company’s financial support has primarily been provided by proceeds from the issuance of its common shares, no par value per share (“Common Shares”) and warrants to purchase Common Shares, and the Company’s credit facility.
As the Company continues its expansion, it may seek additional financing and/or strategic investments; however, there can be no assurance that any additional financing or strategic investments will be available to the Company on acceptable terms, if at all. If events or circumstances occur such that the Company does not obtain additional funding, it will most likely be required to reduce its plans and/or certain discretionary spending, which could have a material adverse effect on the Company’s ability to achieve its intended business objectives. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if it were unable to continue as a going concern. Management believes that it has sufficient cash, cash equivalents and investments to fund operations through at least the next twelve months from the date of the issuance of these unaudited condensed consolidated financial statements.
Emerging Growth Company Status
The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use the extended transition period for complying with new or revised accounting standards, and as a result of this election, the unaudited condensed consolidated financial statements may not be comparable to companies that comply with public company Financial Accounting Standards Board (“FASB”) standards’ effective dates. The Company may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of the first sale of its common equity securities under an effective Securities Act of 1933 (the "Securities Act") registration statement or such earlier time that it is no longer an emerging growth company.
In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments necessary for a fair presentation of the Company's financial position and results of operations and cash flows for the periods presented.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification and as amended by Accounting Standards Updates of FASB. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended December 31, 2024, which are included in the Company’s 2024 Annual Report on Form 10-K filed with the SEC on March 6, 2025 (the “2024 Annual Report”). The Company’s significant accounting policies are disclosed in the audited consolidated financial statements for the periods ended December 31, 2024 and 2023, included in the 2024 Annual Report. Since the date of those financial statements, there have been no changes to the Company's significant accounting policies.
The preparation of financial statements in conformity with U.S. GAAP requires management to make a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates under different assumptions or conditions.
Intercompany balances and transactions, and any unrealized income and expenses arising from intercompany transactions, are eliminated in preparing the unaudited condensed consolidated financial statements.
Foreign Currency
Prior to April 1, 2024, the Company’s functional currency was the Canadian dollar (“CAD”). Translation gains and losses from the application of the U.S. dollar (“USD”) as the reporting currency during the period that the Canadian dollar was the functional currency were included as part of cumulative currency translation adjustment, which is reported as a component of shareholders’ equity as accumulated other comprehensive income.
Following the Company’s voluntary delisting from Cboe Canada in April 2024, the Company reassessed its functional currency and determined that, as of April 1, 2024, its functional currency had changed from the CAD to the USD.
For periods commencing April 1, 2024, monetary assets and liabilities denominated in currencies other than USD are remeasured at period-end using the period-end exchange rate. Opening balances related to non-monetary assets and liabilities are based on prior period translated amounts, and non-monetary assets acquired, and non-monetary liabilities incurred after April 1, 2024, are translated at the approximate exchange rate prevailing at the date of the transaction. Income and expense accounts are translated at the average rates in effect during the fiscal year. Foreign exchange gains and losses are included in the unaudited condensed consolidated statements of operations and comprehensive loss.
Cash Equivalents
The Company considers all investments with an original maturity date at the time of purchase of three months or less to be cash equivalents. As of June 30, 2025, the Company’s cash equivalents consisted of U.S. government money market funds at a high-credit quality and federally insured financial institution. The Company’s accounts may, at times, exceed federally insured limits. The Company had cash equivalents of $29.9 million as of June 30, 2025, and $271.5 million as of December 31, 2024.
Investments
All investments have been classified as “available-for-sale” and are carried at fair value as determined based upon quoted market prices or pricing models for similar securities at period end. Investments with contractual maturities within 12 months at the balance sheet date are considered short-term investments. Those investments with contractual maturities greater than 12 months at the balance sheet date are considered long-term investments. Dividend and interest income are recognized when earned. Realized gains and losses are included in earnings and are derived using the specific identification method for determining the cost of securities sold. Unrealized gains and losses are reported as a component of accumulated other comprehensive income (loss). The Company reviews its portfolio of available-for-sale debt securities, using both quantitative and qualitative factors, to determine if declines in fair value below cost have resulted from a credit-related loss or other factors. If the decline in fair value is due to credit-related factors, a loss is recognized in statements of operations, whereas if the decline in fair value is not due to credit-related factors, the loss is recorded in other comprehensive income (loss). The fair value of the Company's short-term investments and long-term investments were $149.6 million and $54.9 million, respectively, as of June 30, 2025. The Company had no short-term or long-term investments as of December 31, 2024.
10
Net Loss per Share
The following table sets forth the computation of basic and diluted net loss per share attributable to common shareholders (in thousands, except share and per share amounts). As the exercise price of the Company’s pre-funded warrants is $0.001 per share, it was determined to be non-substantive for accounting purposes and the pre-funded warrants were included in the denominator of both basic and diluted loss per share:
Numerator:
Net loss attributable to common shareholders, basic
(13,445
Net loss attributable to common shareholders, diluted
(19,299
(70,863
Denominator:
Weighted-average pre-funded warrants used in computing net loss per share attributable to common shareholders, basic
9,753,775
Weighted-average shares used in computing net loss per share attributable to common shareholders, basic
75,593,902
75,454,764
Total weighted-average shares used in computing net loss per share attributable to common shareholders, basic
Incremental shares from 2022 USD Financing Warrants
3,391,778
1,890,467
Total weighted-average shares used in computing net loss per share attributable to common shareholders, diluted
Net loss per share:
Basic
Diluted
The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect:
4,949,954
5,989,300
Stock options
5,148,374
3,532,174
RSUs
5,960,422
1,740,809
Conversion Shares
1,010,059
997,506
Estimated ESPP awards
27,333
17,096,142
6,270,489
12,146,188
12,259,789
11
The Company's available-for-sale investments consisted of the following (in thousands):
As of June 30, 2025
Amortized Cost
Unrealized Gain
Unrealized Losses
Estimated Fair Value
Short-term:
U.S. treasury securities
5,989
U.S. agency bonds
143,673
(66
143,612
149,662
Long-term:
54,756
113
(6
The Company has determined that there were no material declines in the fair value of its investments due to credit-related factors as of June 30, 2025. The Company held no available-for-sale investments as of December 31, 2024.
The following table presents information about the Company’s assets and liabilities measured at the fair value on a recurring basis as of June 30, 2025 and December 31, 2024 (in thousands), and the fair value hierarchy of the valuation techniques utilized. The Company classifies its assets and liabilities as either short-term or long-term based on maturity and anticipated realization dates.
Level 1
Level 2
Level 3
Financial assets:
Cash equivalents
29,895
198,475
35,884
234,359
Financial liabilities:
DDSU Liability
1,300
2022 USD Financing Warrant Liability
20,244
As of December 31, 2024
271,537
1,148
25,158
There were no transfers into or out of Level 1, Level 2, or Level 3 during the six months ended June 30, 2025 and the year ended December 31, 2024.
12
The Company issued liability-classified warrants to purchase Common Shares in our underwritten public offering that closed on September 30, 2022 (the “2022 USD Financing Warrants”). The warrant liability is measured at fair value on a recurring basis and is classified as Level 3 in the fair value hierarchy. Its fair value is determined using the Black-Scholes option pricing model using the following assumptions:
Share price
$6.49
$6.96
Expected volatility
80.55%
90.70%
Risk-free rate
3.68%
4.18%
Expected life
2.25 years
2.75 years
During the six months ended June 30, 2025, the Company has made no additions to its outstanding goodwill. There were no triggering events identified, no indication of impairment of the Company’s goodwill, and no impairment charges recorded during the three and six months ended June 30, 2025 and 2024, respectively.
At June 30, 2025 and December 31, 2024, accrued expenses consisted of the following (in thousands):
Accrued compensation
5,181
6,405
Accrued clinical trial costs
5,501
4,332
Accrued other research and development costs
1,768
841
Professional services
1,885
973
Other accruals
462
278
The Company is authorized to issue an unlimited number of Common Shares, which have no par value. As of June 30, 2025, the Company had 75,803,251 Common Shares issued and outstanding.
At-The-Market Facilities
On May 4, 2022, the Company filed a shelf registration statement on Form S-3 (the “2022 Registration Statement”), as well as an accompanying prospectus supplement (the “Prior ATM Prospectus”). In connection with the filing of the 2022 Registration Statement and Prior ATM Prospectus, the Company also entered into a sales agreement (the “Prior Sales Agreement”) with Cantor Fitzgerald & Co. and Oppenheimer & Co. Inc. as sales agents (together, the “Prior Sales Agents”), pursuant to which the Company was able to issue and sell Common Shares for an aggregate offering price of up to $100.0 million under an at-the-market offering program (the “Prior ATM”). During the six months ended June 30, 2024, the Company sold 171,886 Common Shares for net proceeds of $0.7 million under the Prior ATM. As of March 7, 2024, the Company had raised an aggregate of $40.9 million under the ATM and had the remaining availability of $59.1 million. On March 7, 2024, the Company announced that it had delivered written notice to the Sales Agents that it was suspending and terminating the Prior ATM Prospectus. On May 28, 2024, the Company delivered written notice to the Prior Sales Agents that it was terminating the Prior Sales Agreement.
On June 28, 2024, the Company filed a shelf registration statement on Form S-3 (the “2024 Registration Statement”), as well as an accompanying prospectus supplement for a new at-the-market offering program (“New ATM Prospectus”). In connection with the filing of the 2024 Registration Statement and the New ATM Prospectus, the Company entered into a sales agreement (the "Sales Agreement") with Leerink Partners LLC (the “Sales Agent”) pursuant to which the Company may issue and sell from time to time Common Shares for an aggregate offering price of up to $150.0 million in accordance with the New ATM Prospectus under an at-the-market offering program (the "2024 ATM"). Pursuant to the 2024 ATM, the Company will pay the Sales Agent a commission rate of up to 3.0% of the gross proceeds from the sale of any Common Shares. The Company is not obligated to make any sales of its Common Shares under the 2024 ATM. The Company has not sold any Common Shares under the 2024 ATM as of June 30, 2025.
March 2024 Offering and Private Placement
On March 7, 2024, the Company entered into an underwriting agreement with Leerink Partners LLC and Cantor Fitzgerald & Co., as representatives of the underwriters named therein, in connection with the issuance and sale by the Company in an underwritten offering (the “March 2024 Offering”) of 16,666,667 Common Shares, at an offering price of $6.00 per share, less underwriting discounts and commissions.
The net proceeds to the Company from the March 2024 Offering were $93.5 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company.
Also on March 7, 2024, the Company entered into a securities purchase agreement with certain investors, pursuant to which the investors agreed to purchase, and the Company agreed to sell 12,500,000 Common Shares (the “Private Placement Shares”), at a price of $6.00 per Private Placement Share, in a private placement transaction (the “March 2024 Private Placement”).
The net proceeds to the Company from the March 2024 Private Placement were $70.1 million, after deducting fees and expenses payable by the Company.
The Company intends to use the net proceeds from the March 2024 Offering and the March 2024 Private Placement for (i) the research and development of the Company’s product candidates and (ii) working capital and general corporate purposes.
The March 2024 Offering and the March 2024 Private Placement closed on March 11, 2024.
August 2024 Offering
On August 9, 2024, the Company entered into an underwriting agreement with Leerink Partners LLC and Evercore Group L.L.C., as representatives of the several underwriters named therein, in connection with an underwritten public offering (the “August 2024 Offering”) of (i) 9,285,511 Common Shares (the “Shares”), and (ii) to certain investors, pre-funded warrants (the “Pre-Funded Warrants”) to purchase 1,428,775 Common Shares (the "Pre-Funded Warrant Shares"). The offering price for the Shares was $7.00 per share, less underwriting discounts and commissions. The offering price for the Pre-Funded Warrants was $6.999 per Pre-Funded Warrant, less underwriting discounts and commissions, which represents the per share public offering price for the Shares less a $0.001 per share exercise price for each such Pre-Funded Warrant.
The net proceeds to the Company from the August 2024 Offering were approximately $70.0 million, after deducting underwriting discounts and commissions and other offering expenses payable by the Company. The August 2024 Offering closed on August 12, 2024.
The Company intends to use the net proceeds from the August 2024 Offering to fund the research and development of its product candidates and for working capital and general corporate purposes.
The Pre-Funded Warrants are exercisable at any time after the date of issuance. The exercise price and the number of Pre-Funded Warrant 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 Common Shares as well as upon any distribution of assets, including cash, securities or other property, to the Company’s shareholders. The Pre-Funded Warrants will not expire and are exercisable in cash or by means of a cashless exercise. A holder of Pre-Funded Warrants may not exercise such Pre-Funded Warrants if the aggregate number of Common Shares beneficially owned by such holder, together with its affiliates, would exceed more than 4.99% or 9.99% (at the initial election of the holder) of the number of Common Shares outstanding following such exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants. A holder of Pre-Funded Warrants may increase or decrease this percentage not in excess of 19.99% by providing at least 61 days’ prior notice to the Company.
October 2024 Exchange Agreements
On October 17, 2024, the Company entered into exchange agreements (the “Exchange Agreements”) with Commodore Capital Master LP, Deep Track Biotechnology Master Fund, LTD and certain other investors (collectively, the “Holders”) pursuant to which the Holders exchanged an aggregate of 8,325,000 Common Shares for pre-funded warrants to purchase an aggregate of 8,325,000 Common Shares with an exercise price of $0.001 per share. Such Common Shares were retired upon exchange. The exchange transactions represented offsetting increases and decreases with additional paid-in capital that had no overall impact to the Company’s financial statements.
14
On September 30, 2022, the Company closed an underwritten public offering of 7,058,823 Common Shares and accompanying 2022 USD Financing Warrants to purchase 7,058,823 Common Shares. Each 2022 USD Financing Warrant is immediately exercisable for one Common Share at an initial exercise price of $4.25 per Common Share, subject to certain adjustments, and will expire on September 30, 2027.
The table below represents the activity associated with the Company's outstanding liability-classified 2022 USD Financing Warrants for the six months ended June 30, 2025.
Balance at December 31, 2024
5,086,300
Issued
Exercised
(136,346
Expired
Balance at June 30, 2025
The 2022 USD Financing Warrants are liability-classified. Accordingly, the 2022 USD Financing Warrants are recognized at fair value upon issuance and are adjusted to fair value at the end of each reporting period. Any change in fair value is recognized on the condensed consolidated statements of operations and comprehensive loss.
The below table summarizes the activity of the outstanding liability for the 2022 USD Financing Warrants for the six months ended June 30, 2025 (in thousands):
Warrant exercise
(295
Change in fair value of the warrant liability
Prior to March 14, 2025, the Company was authorized to issue such number of equity awards equal to 15% of the Company’s issued and outstanding Common Shares under the terms of the MindMed Stock Option Plan (the “Stock Option Plan”), together with Common Shares that were issuable pursuant to outstanding awards or grants under any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares, including the MindMed Performance and Restricted Share Unit Plan (the “PRSU Plan”) and ESPP. The Stock Option Plan and the PRSU Plan were retired effective March 14, 2025, and no further grants will be made under the Stock Option Plan or the PRSU Plan. With the retirement of the Stock Option Plan and the PRSU Plan, the ESPP and any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares (including inducement grants made outside a plan) are no longer subject to the 15% cap from the Stock Option Plan and PRSU Plan.
In June 2025, the Company adopted the 2025 Equity Incentive Plan (the “2025 Plan”), consisting of (a) 4,500,000 Common Shares reserved for issuance under the 2025 Plan, and (b) a maximum of 9,318,090 Common Shares (the “Outstanding Award Shares”) consisting of (i) an aggregate of 3,500,979 Common Shares that were subject to outstanding option awards under the Stock Option Plan and (ii) an aggregate of 5,817,111 Common Shares subject to outstanding restricted stock unit ("RSU") awards and performance share unit ("PSU") awards under the PRSU Plan. The Outstanding Award Shares will become available for issuance under the 2025 Plan if and as such awards under the Stock Option Plan and the PRSU are forfeited or otherwise terminated. As of June 30, 2025, 375,935 stock options and no RSUs have been granted under the 2025 Plan.
The Company also grants inducement equity awards consisting of stock options, RSUs or PSUs to newly hired employees as an inducement material to the employees entering into employment with the Company in accordance with NASDAQ Listing Rule 5635(c)(4). All such inducement grants are granted outside of the Company’s equity incentive plans and are approved by the Compensation Committee of the Company’s Board of Directors prior to issuance. During the six months ended June 30, 2025, the Company issued inducement grants consisting of 1,242,550 stock options and 250,000 PSUs. As of June 30, 2025, there were an aggregate of 2,142,900 inducement awards outstanding consisting of (i) 1,832,900 stock options, (ii) 60,000 RSUs and (iii) 250,000 PSUs.
15
Stock Options
The following table summarizes the Company’s stock option activity for the six months ended June 30, 2025:
Number of Options
Weighted Average Exercise Price
Weighted Average Remaining Contractual Life (Years)
Aggregate Intrinsic Value (USD$)
Options outstanding at December 31, 2024
4,225,032
12.35
6.6
4,147,893
Granted
1,935,035
6.95
(256,549
4.80
Forfeited
(497,570
6.80
(257,574
17.99
Options outstanding at June 30, 2025
10.95
7.7
2,527,876
Options vested and exercisable at June 30, 2025
1,649,250
19.42
4.3
1,042,567
The expense recognized related to options during the three months ended June 30, 2025 and 2024 was $1.6 million and $2.7 million, respectively, and $3.2 million and $4.3 million for the six months ended June 30, 2025 and 2024, respectively.
Restricted Share Units
The following table summarizes the Company's RSU activity for the six months ended June 30, 2025:
Number of RSUs
Weighted Average Grant Date Fair Value
1,371,266
6.35
5,274,500
6.38
Vested
(416,295
8.76
Cancelled
(269,049
5.64
6.24
During the six months ended June 30, 2025, RSUs granted include 1,973,000 PSUs that vest based on the achievement of certain clinical milestones and require service for 36 months after grant. As of June 30, 2025, the Company has determined that all of these milestones are probable of achievement, which means that the PSUs would vest at 200% or a total of 3,946,000, which is included in "Granted" in the table above. The Company will recognize the related compensation expense for awards that are probable of vesting over the 36 month requisite service period.
The expense recognized related to RSUs during the three months ended June 30, 2025 and 2024 was $3.6 million and $2.7 million, respectively, and $5.4 million and $4.8 million for the six months ended June 30, 2025 and 2024, respectively.
Employee Share Purchase Plan
In August 2024, the Company commenced the first offering under the ESPP. Subsequent to this offering, new offerings under the ESPP will commence automatically every six months until the earlier of (i) termination or modification by the Compensation Committee of the Company’s Board of Directors and (ii) such time when all Common Shares reserved under the ESPP have been issued. During the six months ended June 30, 2025, the Company recognized $0.1 million of expense in relation to its ESPP and issued 34,017 Common Shares under the ESPP.
Stock-based Compensation Expense
Stock-based compensation expense for all equity arrangements for the three and six months ended June 30, 2025 and 2024 was as follows (in thousands):
2,301
2,182
4,354
3,637
2,952
3,248
4,325
5,482
16
As of June 30, 2025, there was approximately $17.2 million of total unrecognized stock-based compensation expense, related to unvested options granted to employees under the Stock Option Plan that is expected to be recognized over a weighted average period of 2.9 years. As of June 30, 2025, there was approximately $34.1 million of total unrecognized stock-based compensation expense, related to RSUs granted to employees under the PRSU Plan that is expected to be recognized over a weighted average period of 2.8 years.
Directors' Deferred Share Unit Plan
On April 16, 2021, the Company adopted the MindMed Director’s Deferred Share Unit Plan (the “DDSU Plan”). The DDSU Plan sets out a framework to grant non-employee directors DDSUs, which are cash settled awards. The DDSUs generally vest ratably over twelve months after grant and are settled within 90 days of the date the director ceases service to the Company. For both the three and six months ended June 30, 2025, $0.2 million of stock-based compensation expense was recognized relating to the revaluation of the vested DDSUs, and recorded in general and administrative expense in the accompanying condensed consolidated statements of operations and comprehensive loss. For the three months ended June 30, 2024, a decrease of $0.2 million in stock-based compensation expense was recognized relating to the revaluation of the vested DDSUs. For the six months ended June 30, 2024, $0.6 million of stock-based compensation expense was recognized relating to the revaluation of the vested DDSUs.
During the six months ended June 30, 2025, the Company did not issue any additional DDSUs. There were 190,917 DDSUs vested as of June 30, 2025. The liability associated with the outstanding vested DDSU’s was $1.3 million as of June 30, 2025, and was recorded to accrued expenses in the accompanying condensed consolidated balance sheets.
To conform with the current year presentation, certain prior year amounts related to DDSUs expense have been reclassified and separately presented from stock-based compensation on the statement of cash flows.
As of June 30, 2025, the Company had obligations to make future payments, representing significant research and development contracts and other commitments that are known and committed in the amount of approximately $113.9 million. Most of these agreements are cancelable by the Company with notice. These commitments include agreements related to the conduct of the Company's clinical trials, sponsored research, manufacturing and preclinical studies.
The Company enters into research, development and license agreements in the ordinary course of business where the Company receives research services and rights to proprietary technologies. Milestone and royalty payments that may become due under various agreements are dependent on, among other factors, clinical trials, regulatory approvals and ultimately the successful development of a new drug, the outcome and timing of which are uncertain.
The Company periodically enters into research and license agreements with third parties that include indemnification provisions customary in the industry. These guarantees generally require the Company to compensate the other party for certain damages and costs incurred as a result of claims arising from research and development activities undertaken by or on behalf of the Company. In some cases, the maximum potential amount of future payments that could be required under these indemnification provisions could be unlimited. These indemnification provisions generally survive termination of the underlying agreement. The nature of the indemnification obligations prevents the Company from making a reasonable estimate of the maximum potential amount it could be required to pay. Historically, the Company has not made any indemnification payments under such agreements and no amount has been accrued in the unaudited condensed consolidated financial statements with respect to these indemnification obligations.
During April 2022, the Company entered into a 3-year operating lease for office space located in North Carolina with an expiration date of September 30, 2025. Total lease payments under the lease amounted to approximately $0.2 million. In June 2025, the Company amended the lease. The lease amendment extends the lease term from September 30, 2025 to February 1, 2031, and grants the Company additional space. The Company has rent abatement for the first 5 months of the new lease amendment. Total lease payments under the amended lease are expected to amount to approximately $0.9 million. In June 2025, a right-of-use asset and corresponding lease liability for $0.6 million were recorded on the accompanying condensed consolidated balance sheet. The right-of-use asset is recorded in other non-current assets in the accompanying condensed consolidated balance sheet. The current portion of the lease liability is recorded in accrued expenses and the noncurrent portion is recorded in other non-current liabilities in the accompanying condensed consolidated balance sheet. The incremental borrowing rate utilized in the determination of the lease liability was 10.25%.
On August 11, 2023, the Company and certain of its subsidiaries party thereto, as co-borrowers (together with the Company, the “Borrowers”) entered into a Loan and Security Agreement (the “Loan Agreement”) with K2 HealthVentures LLC (“K2HV”), as administrative agent and Canadian collateral agent for lenders thereunder (K2HV, together with any other lender from time to time, the "Lenders"), and Ankura Trust Company, LLC, as collateral trustee for the Lenders.
On April 18, 2025 (the “Effective Date”), the Borrowers, entered into the First Amendment to the Loan Agreement with K2HV (as amended by the First Amendment, the “Amended Loan Agreement”).
The Amended Loan Agreement provides for, among other things: (i) an aggregate principal amount of term loans (the “Amendment Term Loans”) of up to $120.0 million, consisting of (A) a new Restatement First Tranche Term Loan (as defined in the Amended Loan Agreement) of $42.0 million, which was funded on the Effective Date, a portion of the proceeds of which was used on the Effective Date to refinance in full all Term Loans outstanding under the Loan Agreement, and to pay fees and expenses in connection with the Amended Loan Agreement and the refinancing of the existing Term Loans, (B) subsequent tranches of Amendment Term Loans totaling up to $28.0 million, subject to the occurrence of certain time-based clinical and regulatory milestones and (C) an additional tranche of Amendment Term Loans of up to $50.0 million upon the Company’s request, subject to review by the Lenders of certain information from the Company and discretionary approval by the Lenders, (ii) to the extent any Amendment Term Loans other than the Restatement First Tranche Term Loans are made during the term of the Amended Loan Agreement, a minimum liquidity covenant, beginning on the earlier to occur of (x) July 1, 2026 (which may be extended to July 1, 2027 to the extent the Company has achieved certain fundraising milestones) and (y) the date on which certain clinical and regulatory milestones are not achieved, which covenant shall be waived in any period where the Company’s market capitalization exceeds $500.0 million, (iii) a decrease in the interest rate applicable to all Amendment Term Loans under the Amended Loan Agreement to the greater of (x) 10.25% and (y) the sum of (a) the Prime Rate as reported in The Wall Street Journal plus (b) 2.75% per annum, and (iv) a conversion right at the election of the Lenders at any time following the Effective Date and prior to the full repayment of the Amendment Term Loans to convert up to $7.0 million of the outstanding Amendment Term Loans into the Company’s common shares (the “Amendment Conversion Shares”), at conversion prices ranging from $4.01 per Amendment Conversion Share to $9.00 per Amendment Conversion Share.
The Amendment Term Loans mature on April 1, 2029, provided that upon the occurrence of certain events the maturity date may be extended to October 1, 2029. The obligations of the Borrowers under the Amended Loan Agreement are secured by substantially all of the assets of the Borrowers, excluding intellectual property. Other than as described above, the proceeds of borrowings under the Amended Loan Agreement are expected to be used for working capital and other general corporate purposes and/or to further support commercial activities and/or business development opportunities. Once repaid, the Amendment Term Loans may not be reborrowed. The Company was in compliance with the Amended Loan Agreement as of June 30, 2025.
In accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 470-50, Debt Modifications and Extinguishments, the Company evaluated the Amended Loan Agreement to determine whether it should be accounted for as a modification or extinguishment. As a result of this analysis, the Amended Loan Agreement was accounted for as a modification and no gain or loss was recognized. Transaction costs incurred from or paid on behalf of K2HV of approximately $0.4 million were capitalized as a deferred debt discount and will be amortized over the term of the Amended Loan Agreement. Transaction costs incurred with third parties directly relating to the Amended Loan Agreement were expensed as incurred.
The Company recorded $2.3 million and $2.9 million in interest expense for the three and six months ended June 30, 2025, respectively. These amounts included a $1.7 million final payment in connection with the Amended Loan Agreement and the refinancing of the existing Term Loans.
Future expected repayments of principal amount due on the credit facility as of June 30, 2025 were as follows (in thousands):
Remainder of 2025
2026
2027
13,016
2028
21,292
2029
7,692
Total principal repayments
Unamortized debt issuance costs
(940
Accrued final payment fee
131
Total credit facility, non-current, net
As of June 30, 2025, the Company estimated the fair value of the credit facility to be $42.2 million, assuming $1.0 million of principal (the amount of conversion shares in-the-money as of June 30, 2025) is converted into Conversion Shares.
18
The Company has one reportable segment related to the research and development of the Company’s product candidates.
The Company’s Chief Operating Decision Maker (the “CODM”), its Chief Executive Officer, reviews the Company’s operations, including reviewing budgets and trial-related data, and decides how to allocate resources and assess performance. When evaluating the Company’s financial performance, the CODM regularly reviews total expenses and total assets and the CODM makes decisions using this information on a consolidated basis. The CODM uses consolidated net income or loss as a measure of profit or loss in allocating resources and assessing segment performance. In addition to the expense categories included within net income presented on the Company's Consolidated Statements of Operations and Comprehensive Loss, see below for additional expense details that are routinely reviewed by the CODM:
Research and development:
Internal expenses
7,751
6,295
15,597
11,747
External expenses
22,058
8,350
37,569
14,603
General and administrative:
5,514
5,467
9,336
10,630
5,580
4,346
10,560
9,682
Total other income/(expense), net
On July 22, 2025, under the terms of the Amended Loan Agreement, K2HV converted $1.0 million of principal into 249,377 of Common Shares. K2HV may convert up to an additional $6.0 million of principal into Common Shares at conversion prices ranging from $7.02 per Amendment Conversion Share to $9.00 per Amendment Conversion Share.
19
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report. This Quarterly Report, including the following sections, contains forward-looking statements. These statements are subject to risks and uncertainties that could cause actual results and events to differ materially from those expressed or implied by such forward-looking statements. For a detailed discussion of these risks and uncertainties, see Item 1A “Risk Factors” in our 2024 Annual Report and this Quarterly Report. See also “Special Note Regarding Forward-Looking Statements.” We caution the reader not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date of this Quarterly Report. We undertake no obligation to update forward-looking statements, which reflect events or circumstances occurring after the date of this Quarterly Report.
Our U.S. GAAP accounting policies are referred to in Note 2 of the Condensed Consolidated Financial Statements in this Quarterly Report as well as the Consolidated Financial Statements included in our 2024 Annual Report. All amounts are in United States dollars, unless otherwise indicated.
Overview
We are a late-stage clinical biopharmaceutical company developing novel product candidates to treat brain health disorders. Our mission is to be the global leader in the development and delivery of treatments for brain health disorders that unlock new opportunities to improve patient outcomes. We are developing a pipeline of innovative product candidates targeting neurotransmitter pathways that play key roles in brain health disorders. This specifically includes pharmaceutically optimized product candidates derived from the psychedelic and empathogen drug classes including MM120 and MM402, our lead product candidates.
Our first lead product candidate, MM120, is a proprietary, pharmaceutically optimized form of lysergide D-tartrate that we are developing for the treatment of generalized anxiety disorder ("GAD") and major depressive disorder (“MDD”). In December 2023, we announced positive topline results from our Phase 2b clinical trial of MM120 for the treatment of GAD. The trial met its primary endpoint, with MM120 demonstrating statistically significant and clinically meaningful dose-dependent improvements on the Hamilton Anxiety Rating Scale (“HAM-A”) compared to placebo at Week 4. In March 2024, we announced that the U.S. Food and Drug Administration (“FDA”) granted breakthrough designation to our MM120 program for the treatment of GAD. We also announced in March 2024 that our Phase 2b clinical trial of MM120 in GAD met its key secondary endpoint, and 12-week topline data demonstrated clinically and statistically significant durability of activity observed through Week 12.
On June 20, 2024, we announced the completion of our End-of-Phase 2 meeting with the FDA, supporting the advancement of MM120 into pivotal trials for the treatment of adults with GAD. Our Phase 3 clinical program for MM120 orally disintegrating tablet (“ODT”) is expected to consist of two clinical trials: the Voyage study (MM120-300) and the Panorama study (MM120-301). Both trials are comprised of two parts: Part A, which is a 12-week, randomized, double-blind, placebo-controlled, parallel-group trial assessing the efficacy and safety of MM120 ODT versus placebo; and Part B, which is a 40-week extension period during which participants will be eligible for open-label treatment with MM120 ODT, subject to certain conditions for treatment eligibility. Voyage is anticipated to enroll approximately 200 participants (randomized 1:1 to receive MM120 ODT 100 µg or placebo) and Panorama is anticipated to enroll approximately 250 participants (randomized 2:1:2 to receive MM120 ODT 100 µg, MM120 ODT 50 µg or placebo). We expect both trials will utilize an adaptive trial design with a blinded interim sample size re-estimation, allowing for an increase in sample size by up to 50% in each trial in the case of certain parameters. The primary endpoint for each trial is the change from baseline in HAM-A score at Week 12 between MM120 ODT 100 µg and placebo. On December 16, 2024, we announced the initiation of Voyage, with an anticipated topline readout (Part A results) in the first half of 2026. On January 30, 2025, we announced the initiation of Panorama, with an anticipated topline readout (Part A results) in the second half of 2026. Both trials are subject to ongoing regulatory review and discussions, which could result in changes to trial design, including of the Phase 3 clinical trials.
In addition to our Phase 3 clinical program for GAD, we are developing MM120 ODT for the treatment of MDD. In the first quarter of 2024, we held a pre-IND meeting with FDA to discuss the initiation of our Phase 3 clinical program for MM120 ODT in MDD and the trial design for our planned Emerge study (MM120-310), which like our pivotal trials in GAD, will be comprised of two parts: Part A, which is a 12-week, randomized, double-blind, placebo-controlled, parallel group trial assessing the efficacy and safety of MM120 ODT versus placebo; and Part B, which is a 40-week extension period during which participants will be eligible for open-label treatment with MM120 ODT, subject to certain conditions for treatment eligibility. Emerge is anticipated to enroll at least 140 participants (randomized 1:1 to receive MM120 ODT 100 µg or placebo). The primary endpoint is the change from baseline in Montgomery Åsberg Depression Rating Scale (“MADRS”) score at Week 6 between MM120 ODT 100 µg and placebo. On April 15, 2025, we announced the initiation of Emerge, with an anticipated topline readout (Part A results) in the second half of 2026. We expect to conduct a second Phase 3 pivotal trial in MDD, with the trial design and timing to be informed by the progress from Emerge and additional regulatory discussions.
Our second lead product candidate, MM402, also referred to as R(-)-MDMA, is our proprietary form of the R-enantiomer of 3,4-methylenedioxymethamphetamine (“MDMA”), which we are developing for the treatment of autism spectrum disorder (“ASD”). MDMA is a synthetic molecule that is often referred to as an empathogen because it is reported to increase feelings of connectedness and compassion. Preclinical studies of R(-)-MDMA demonstrated its acute pro-social and empathogenic effects, while its diminished dopaminergic activity suggests that it has the potential to exhibit less stimulant activity, neurotoxicity, hyperthermia and abuse liability compared to racemic MDMA or the S(+)-enantiomer. In October 2024, we completed our first clinical trial of MM402, a single-ascending dose trial in adult healthy volunteers. The data from this Phase 1 clinical trial helped to characterize the tolerability, pharmacokinetics and pharmacodynamics of MM402. We expect to initiate further trials of MM402 for the treatment of ASD, with the exact timing and scope of such trials to be determined.
Beyond our clinical stage product candidates, we are exploring additional programs, including through external collaborations, which we seek to expand our drug development pipeline and broaden the potential applications of our lead product candidates. These research and development programs include non-clinical, pre-clinical and human clinical trials of current and new product candidates and research compounds with our collaborators.
Our business is premised on a growing body of research supporting the use of novel psychoactive compounds to treat a myriad of brain health disorders. For all product candidates, we intend to proceed through research and development, and with marketing of the product candidates that may ultimately be approved pursuant to the regulations of the FDA and the regulations in other jurisdictions. This entails, among other things, conducting clinical trials with research scientists, using internal and external clinical drug development teams, producing and supplying product candidates according to current Good Manufacturing Practices (“cGMP”), and conducting all trials and development in accordance with the regulations of the FDA, and other regulations in other jurisdictions.
We were incorporated under the laws of the Province of British Columbia. Our wholly owned subsidiary, Mind Medicine, Inc. (“MindMed US”) was incorporated in Delaware. Prior to February 27, 2020, our operations were conducted through MindMed US.
Since inception, we have incurred losses while advancing the research and development of our products and processes. Our net losses were $42.7 million and $66.1 million for the three and six months ended June 30, 2025, and $5.9 million and $60.3 million for the three and six months ended June 30, 2024. As of June 30, 2025, we had an accumulated deficit of $465.0 million and an aggregate of $237.9 million of cash, cash equivalents and investments.
Our Product Candidate Pipeline
The following table summarizes the status of our portfolio of product candidates:
1. Full trial details and clinicaltrials.gov links available at mindmed.co/clinical-digital-trials/
2. Studies in exploration and/or planning stage.
LSD: lysergide; R(-)-MDMA: rectus-3,4-methylenedioxymethamphetamine
21
Recent Developments
On April 18, 2025 (the “Effective Date”), we and certain of our subsidiaries party thereto, as co-borrowers (together with us, the “Borrowers”), entered into the First Amendment to that certain Loan and Security Agreement, dated as of August 11, 2023, by and among the Borrowers, the lenders referred to therein (the “Lenders”), K2 HealthVentures LLC, as administrative agent and Canadian collateral agent for the Lenders, and Ankura Trust Company, LLC, as collateral trustee for the Lenders (as amended by the First Amendment, the “Amended Loan Agreement”).
The Amended Loan Agreement provides for, among other things: (i) an aggregate principal amount of term loans (the “Term Loans”) of up to $120.0 million, consisting of (A) a new Restatement First Tranche Term Loan (as defined in the Amended Loan Agreement) of $42.0 million, which was funded on the Effective Date, a portion of the proceeds of which was used on the Effective Date to refinance in full all term loans outstanding under the original Loan Agreement, and to pay fees and expenses in connection with the Amended Loan Agreement and the refinancing of the existing term loans, (B) subsequent tranches of Term Loans totaling up to $28.0 million, subject to the occurrence of certain time-based clinical and regulatory milestones and (C) an additional tranche of Term Loans of up to $50.0 million upon our request, subject to review by the Lenders of certain information from us and discretionary approval by the Lenders, (ii) to the extent any Term Loans other than the Restatement First Tranche Term Loans are made during the term of the Amended Loan Agreement, a minimum liquidity covenant, beginning on the earlier to occur of (x) July 1, 2026 (which may be extended to July 1, 2027 to the extent we have achieved certain fundraising milestones) and (y) the date on which certain clinical and regulatory milestones are not achieved, which covenant shall be waived in any period where our market capitalization exceeds $500.0 million, (iii) a decrease in the interest rate applicable to all Term Loans under the Amended Loan Agreement to the greater of (x) 10.25% and (y) the sum of (a) the Prime Rate as reported in The Wall Street Journal plus (b) 2.75% per annum, and (iv) a conversion right at the election of the Lenders at any time following the Effective Date and prior to the full repayment of the Term Loans to convert up to $7.0 million of the outstanding Term Loans into our common shares (the “Conversion Shares”), at conversion prices ranging from $4.01 per Conversion Share to $9.00 per Conversion Share.
The Term Loans mature on April 1, 2029, provided that upon the occurrence of certain events the maturity date may be extended to October 1, 2029. The obligations of the Borrowers under the Amended Loan Agreement are secured by substantially all of the assets of the Borrowers, excluding intellectual property.
Other than as described above, the proceeds of borrowings under the Amended Loan Agreement are expected to be used for working capital and other general corporate purposes and/or to further support commercial activities and/or business development opportunities. Once repaid, the Term Loans may not be reborrowed. For additional information, please refer to our Current Report on Form 8-K filed with the SEC on April 21, 2025.
Components of Operating Results
Operating Expenses
Research and Development
Research and development expenses account for a significant portion of our operating expenses. Research and development expenses consist primarily of direct and indirect costs incurred for the development of our product candidates.
External expenses include:
We may also incur in-process research and development expenses as we acquire or in-license assets from other parties. Technology acquisitions are expensed or capitalized based upon the asset achieving technological feasibility in accordance with management’s assessment regarding the ultimate recoverability of the amounts paid and the potential for alternative future use. Acquired in-process research and development costs that have no alternative future use are immediately expensed.
22
Internal expenses include employee-related costs such as salaries, related benefits and non-cash stock-based compensation expense for employees engaged in research and development functions.
We expect our research and development expenses to increase for the foreseeable future as we continue the clinical development of our product candidates and other preclinical programs in GAD, MDD, ASD and other potential or future indications, including initiating additional clinical trials.
General and Administrative
General and administrative expenses consist primarily of compensation costs, including stock-based compensation, for executive management and administrative employees, including finance and accounting, legal, human resources and other administrative functions, professional services fees, advisory and professional service fees in connection with financing transactions, insurance expenses and allocated expenses.
We expect our general and administrative expenses to continue to increase for the foreseeable future as we continue to advance our research and development programs, grow our business and, if any of our product candidates receive marketing approval, commence commercialization activities.
Results of Operations
Comparison of the Three and Six Months Ended June 30, 2025 and 2024
The following tables summarize our results of operations for the periods presented (in thousands):
Total other income (expense)
23
Research and Development (in thousands):
External costs
MM120 program
MM120 GAD
16,880
4,149
27,791
7,836
MM120 MDD
2,020
3,778
MM120 other*
1,709
1,955
3,178
3,030
Total MM120 program
20,609
6,104
34,747
10,867
MM402 program
745
1,787
907
2,170
Preclinical and other programs
704
459
1,915
1,566
Total external costs
Internal costs
Total research and development expenses
* MM120 other consists of expenses that support the broader MM120 program, including nonclinical studies and consulting expenses.
Research and development expenses of $29.8 million for the three months ended June 30, 2025 increased by $15.2 million, or 104%, compared to $14.6 million for the three months ended June 30, 2024. The increase was primarily due to increases of $14.5 million in expenses related to our MM120 program, an increase of $1.5 million in internal personnel costs as a result of increasing research and development capacities, an increase of $0.2 million in preclinical and other program expenses, partially offset by a decrease of $1.0 million in MM402 program expenses.
Research and development expenses of $53.2 million for the six months ended June 30, 2025 increased by $26.8 million, or 102%, compared to $26.4 million for the six months ended June 30, 2024. The increase was primarily due to increases of $23.9 million in expenses related to our MM120 program, an increase of $3.9 million in internal personnel costs as a result of increasing research and development capacities, an increase of $0.3 million in expenses related to preclinical activities, partially offset by a decrease of $1.3 million in expenses related to our MM402 program.
General and administrative expenses of $11.1 million for the three months ended June 30, 2025 increased by $1.3 million, or 13%, compared to $9.8 million for the three months ended June 30, 2024. The increase was primarily attributable to an increase in personnel-related expenses related to additional headcount.
General and administrative expenses of $19.9 million for the six months ended June 30, 2025 decreased by $0.4 million, or 2%, compared to $20.3 million for the six months ended June 30, 2024. The decrease was primarily attributable to additional allocations of general and administrative expenses to research and development.
Other Income (Expense)
Other expense of $1.8 million for the three months ended June 30, 2025 decreased by $20.4 million compared to other income of $18.6 million for the three months ended June 30, 2024. The decrease was primarily driven by a change in fair value on the 2022 USD Financing Warrants and increased interest expense which included the final payment of $1.7 million in connection with the Amended Loan Agreement and the refinancing of the existing Term Loans.
Other income of $7.0 million for the six months ended June 30, 2025, increased by $20.6 million compared to other expense of $13.6 million for the six months ended June 30, 2024. The increase was primarily driven by a change in fair value on the 2022 USD
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Financing Warrants, which was partially offset by the gain on extinguishment of contribution payable in 2024 and increased interest expense in 2025.
Liquidity and Capital Resources
Sources of Liquidity
Since inception, we have financed our operations primarily from the issuance of equity and debt under our Amended Loan Agreement. Our primary capital needs are for funds to support our scientific research and development activities including staffing, manufacturing, preclinical studies, clinical trials, administrative costs and for working capital.
We have experienced operating losses and cash outflows from operations since inception and will require ongoing financing in order to continue our research and development activities. We have not earned any revenue or reached commercialization of any of our product candidates. Our future operations are dependent upon our ability to finance our cash requirements which will allow us to continue our research and development activities and the commercialization of our product candidates, if approved. There can be no assurance that we will be successful in continuing to finance our operations.
Our cash, cash equivalents, and investments and our working capital at June 30, 2025, were $237.9 million and $151.2 million, respectively. Based on our current operating plan and anticipated R&D milestones, we believe that our cash, cash equivalents and investments as of June 30, 2025 will be sufficient to fund our operations into 2027 and at least 12 months beyond the first Phase 3 topline data readout for MM120 in GAD.
On March 7, 2024, we entered into an underwriting agreement with Leerink Partners LLC and Cantor Fitzgerald & Co., as representatives of the underwriters named therein, in connection with the offering of 16,666,667 of our common shares, no par value per share ("Common Shares), at an offering price of $6.00 per share, less underwriting discounts and commissions (the "March 2024 Offering").
The net proceeds from the March 2024 Offering were approximately $93.5 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by us.
Also on March 7, 2024, we entered into a purchase agreement with certain investors, pursuant to which such investors agreed to purchase, and we agreed to sell 12,500,000 Common Shares at a price of $6.00 per share, in a private placement (the "March 2024 Private Placement").
The net proceeds from the March 2024 Private Placement were $70.1 million, after deducting fees and expenses payable.
We intend to use the net proceeds from the March 2024 Offering and the March 2024 Private Placement for (i) the research and development of our product candidates and (ii) working capital and general corporate purposes.
On June 28, 2024, we entered into a sales agreement with Leerink Partners LLC (the "Sales Agreement") to create an at-the-market equity program under which we from time to time may offer and sell the ATM Shares (as defined below), through or to the Agent. We also filed a prospectus supplement on June 28, 2024 allowing for up to $150.0 million of Common Shares (the “ATM Shares”) to be sold under the Sales Agreement.
Subject to the terms and conditions of the Sales Agreement, the Agent will use its commercially reasonable efforts to sell the ATM Shares from time to time, based upon our instructions. The Agent will be entitled to a commission of up to 3.0% of the aggregate gross proceeds from each sale of the ATM Shares effectuated through or to the Agent.
We have no obligation to sell any of the ATM Shares and may, at any time suspend offers under the Sales Agreement or terminate the Sales Agreement.
On August 9, 2024, we entered into an underwriting agreement with Leerink Partners LLC and Evercore Group L.L.C., as representatives of the several underwriters named therein, in connection with an offering of (i) Common Shares, and (ii) to certain investors, pre-funded warrants to purchase Common Shares (the "August 2024 Offering"). The offering price for the common shares was $7.00 per share, less underwriting discounts and commissions. The offering price for the pre-funded warrants was $6.999 per pre-funded warrant, which represents the per share public offering price for the Common Shares less a $0.001 per share exercise price for each such pre-funded warrant.
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The net proceeds from the August 2024 Offering were approximately $70.0 million, after deducting underwriting discounts and commissions and other offering expenses payable by us.
We intend to use the net proceeds from the August 2024 Offering to fund the research and development of our product candidates and for working capital and general corporate purposes.
On August 11, 2023, we entered into the Loan Agreement. On April 18, 2025, we entered into the Amended Loan Agreement. The Amended Loan Agreement provides for, among other things, an aggregate principal amount of Term Loans of up to $120.0 million, consisting of (A) a new Restatement First Tranche Term Loan (as defined in the Amended Loan Agreement) of $42.0 million, which was funded on the Effective Date, a portion of the proceeds of which was used on the Effective Date to refinance in full all term loans outstanding under the original Loan Agreement, and to pay fees and expenses in connection with the Amended Loan Agreement and the refinancing of the existing Term Loans, (B) subsequent tranches of Term Loans totaling up to $28.0 million, subject to the occurrence of certain time-based clinical and regulatory milestones and (C) an additional tranche of Term Loans of up to $50.0 million upon our request, subject to review by the Lenders of certain information from us and discretionary approval by the Lenders.
Future Funding Requirements
To date, we have not generated any revenue. We do not expect to generate any meaningful revenue unless and until we obtain regulatory approval of and commercialize any of our product candidates, and we do not know when, or if at all, that will occur. We will continue to require substantial additional capital to develop our product candidates and to fund operations for the foreseeable future. Moreover, we expect our expenses to increase in connection with our ongoing activities, particularly as we continue the development of and seek regulatory approvals for our product candidates. Further, we are subject to all the risks incident in the development of new pharmaceutical products, and we may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may harm our business. Our expenses will increase if, and as, we:
Based on our current operating plan and anticipated R&D milestones, we believe that our cash, cash equivalents and investments as of June 30, 2025 will be sufficient to fund our operations into 2027 and at least 12 months beyond the first Phase 3 topline data readout for MM120 in GAD. However, our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially. In order to complete the development of our product candidates and to build the sales, marketing and distribution infrastructure that we believe will be necessary to commercialize our product candidates, if approved, we will require substantial additional funding. Until we can generate a sufficient amount of revenue from the commercialization of our product candidates, we may seek to raise any necessary additional capital through the sale of equity, debt financings or other capital sources, which could include income from collaborations, strategic partnerships or marketing, distribution or licensing arrangements with third parties or from grants. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our shareholders will be or could be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common shareholders. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, including restricting our operations and limiting our ability to incur liens, issue additional debt, pay dividends, repurchase our Common Shares, make certain investments or engage in merger, consolidation, licensing or asset sale transactions. If we raise funds through collaborations, strategic partnerships and other similar arrangements with third parties, we may be required to grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves. We may be unable to raise additional funds or enter into such agreements or arrangements on favorable terms, or at all. If we are unable to raise additional funds when needed, we may be required to delay, reduce or eliminate our product development or future commercialization efforts. We have based our projections of operating capital requirements on our current operating plan, which is based on several assumptions that may prove to be incorrect and we may use all of our available capital resources sooner than we expect. Because of the numerous risks and uncertainties associated with research, development and commercialization of product candidates, we are unable to estimate the exact amount and timing of our working capital requirements. Our future funding requirements will depend on many factors, including:
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Cash Flows (in thousands)
Foreign exchange impact on cash
Cash used in operating activities for the six months ended June 30, 2025 was $59.0 million, which consisted of a net loss of $66.1 million, offset by a net change of $5.6 million in our net operating assets and liabilities, and $1.5 million in non-cash charges. The non-cash charges primarily consisted of a change in fair value on the 2022 USD Financing Warrants liability of $4.8 million, accretion of discounts and premiums on investments, net of $2.4 million, offset by share-based compensation expense of $8.7 million.
Cash used in operating activities for the six months ended June 30, 2024 was $36.6 million, which consisted of a net loss of $60.3 million and a net change of $4.1 million in our net operating assets and liabilities, partially offset by $27.8 million in non-cash charges. The non-cash charges primarily consisted of a change in fair value on the 2022 USD Financing Warrants liability of $19.4 million, share-based compensation of $9.7 million, unrealized foreign exchange of $0.5 million, and amortization of intangible assets of $0.5 million, partially offset by a gain on extinguishment of the contribution payable of $2.5 million.
Cash used in investing activities for the six months ended June 30, 2025 consisted of purchases of investments of $235.7 million, offset by maturities of investments of $33.8 million.
Cash provided by financing activities for the six months ended June 30, 2025, was $20.7 million, which consisted of $20.0 million in net proceeds from the Amended Loan Agreement, $0.6 million of proceeds from the exercise of the 2022 USD Financing Warrants, $0.3 million in proceeds from the exercise of options, $0.2 million in proceeds from the issuance of Common Shares under the ESPP, partially offset by $0.4 million of Amended Loan Agreement issuance costs.
Cash provided by financing activities for the six months ended June 30, 2024 was $180.0 million, which consisted of $175.0 million of gross proceeds from the March Offering and Private Placement, $10.0 million proceeds from the Amended Loan Agreement, $4.4 million of proceeds from the exercise of the 2022 USD Financing Warrants, $1.0 million net proceeds from the Prior ATM, net of issuance costs, $0.6 million in proceeds from the exercise of options, partially offset by $10.8 million of issuance costs
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related to the March Offering and Private Placement, $0.1 million of our credit facility issuance costs and $0.1 million of withholding taxes paid on vested RSUs.
Contractual Obligations and Contingencies
See Note 10 to our unaudited condensed consolidated financial statements located in “Part I – Financial Information, Item 1. Notes to Condensed Consolidated Financial Statements” in this Quarterly Report for a description of our contractual obligations and contingencies.
Critical Accounting Policies and Estimates
Our management’s discussion and analysis of our financial condition and results of operations is based on our unaudited interim condensed consolidated financial statements as of June 30, 2025, which have been prepared in accordance with U.S. GAAP, and on a basis consistent with those accounting principles followed by us and disclosed in Note 2 to our audited consolidated financial statements in the 2024 Annual Report. The preparation of these unaudited condensed consolidated financial statements requires our management to make judgments and estimates that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenue generated and expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these judgments and estimates under different assumptions or conditions and any such differences may be material.
Other than as described under Note 2 of our unaudited interim condensed consolidated financial statements, there have been no material changes to our critical accounting policies and estimates from those described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our 2024 Annual Report.
Recent Accounting Pronouncements
See Note 2 to our unaudited condensed consolidated financial statements located in “Part I – Financial Information, Item 1. Notes to Condensed Consolidated Financial Statements” in this Quarterly Report for a description of recent accounting pronouncements applicable to our financial statements.
We are an “emerging growth company,” as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies.
We have elected to use this extended transition period to enable us to comply with new or revised accounting standards that have different effective dates for public and private companies until the last day of the fiscal year following the fifth anniversary of our first sale of common equity securities under an effective Securities Act of 1933 registration statement or such earlier time that we no longer are an emerging growth company. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide the information required by this item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period specified in the SEC's rules and forms, and that such information is accumulated and communicated to management including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure. As of June 30, 2025, our Chief Executive Officer and Chief Financial Officer carried out an evaluation with the participation of management of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2025.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Securities Exchange Act of 1934 that occurred during the quarter ended June 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
A control system, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. In addition, the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
From time to time, we may become involved in litigation or other legal proceedings arising in the ordinary course of our business. We are not currently a party to any material litigation or legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business.
During the six months ended June 30, 2025, there were no material changes to the "Risk Factors" included in our Annual Report on Form 10-K for the year ended December 31, 2024. You should carefully consider the information described therein and in this Quarterly Report on Form 10-Q, which could materially affect our business condition, results of operations and cash flows.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
For a description of certain working capital restrictions, including limitations upon the payment of dividends, see the description of our Amended Loan Agreement in Note 11 to our unaudited interim condensed consolidated financial statements located in “Part I – Financial Information, Item 1. Notes to Condensed Consolidated Financial Statements” in this Quarterly Report.
Item 3. Defaults upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable
Item 5. Other Information.
Rule 10b5-1 Trading Arrangements
During the fiscal quarter ended June 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation S-K) except as follows:
On May 29, 2025, Matt Wiley, our Chief Commercial Officer, and on May 30, 2025, Brandi Roberts, our Chief Financial Officer, each entered into a sell-to-cover arrangements intended to comply with the requirements of Rule 10b5-1(c) authorizing the pre-arranged sale of Common Shares to satisfy tax withholding obligations of the Company arising exclusively from the vesting of time-vesting RSUs and the related issuance of Common Shares. The amount of Common Shares to be sold to satisfy the Company’s tax withholding obligations under this arrangement is dependent on future events which cannot be known at this time, including the future trading price of Company Common Shares. The expiration date relating to each arrangement is dependent on future events which cannot be known at this time, including the final vest date of the applicable time-vesting RSUs and each officer’s respective termination of service.
Barrow Executive Employment Agreement
On July 30, 2025, following the approval of the Compensation Committee (the "Compensation Committee") of the Board of Directors of the Company (the “Board”), the Company entered into a new Executive Employment Agreement with Robert Barrow, our Chief Executive Officer and a director (the “Barrow Agreement”). The Barrow Agreement supersedes the Executive Employment Agreement, dated November 9, 2022, between the Company and Mr. Barrow.
Under the terms of the Barrow Agreement, Mr. Barrow's annual base salary is $655,000 and Mr. Barrow is eligible for a discretionary annual cash bonus with a target of 50% (the “Annual Bonus”) of Mr. Barrow’s then-current base salary (the “CEO Target Amount”). Under the Barrow Agreement, Mr. Barrow’s eligibility for the Annual Bonus will be based upon the Board's assessment of the attainment of individual and corporate performance goals as determined by the Board in its sole discretion.
Pursuant to the terms of the Barrow Agreement, Mr. Barrow’s employment is at will and may be terminated at any time by the Company or Mr. Barrow. If Mr. Barrow’s employment is terminated by the Company without Cause (as defined in the Barrow Agreement) or if Mr. Barrow resigns for Good Reason (as defined in the Barrow Agreement) in either case not within 12 months following the effective date of a Change in Control (as defined in the Mind Medicine (MindMed) Inc. Stock Option Plan (the "Stock Option Plan")), then Mr. Barrow would be eligible to receive the following severance benefits, less applicable withholdings and deductions (the “Non-CIC Severance Benefits”):
Under the Barrow Agreement, if Mr. Barrow’s employment is terminated by the Company without Cause or if Mr. Barrow resigns for Good Reason, in either case within 12 months following the effective date of a Change in Control, then Mr. Barrow would
be entitled to the following severance benefits, less applicable withholdings and deductions (the “CIC Severance Benefits,” together with the Non-CIC Severance Benefits, the “Severance Benefits”):
Payment of the Severance Benefits is subject to Mr. Barrow signing and delivering to the Company a separation agreement containing a general release of claims in favor of the Company. Under the Barrow Agreement, if Mr. Barrow’s employment is terminated for Cause or Mr. Barrow resigns without Good Reason, Mr. Barrow will not receive any Severance Benefits.
Karlin Executive Employment Agreement
On July 30, 2025, following the approval of the Compensation Committee, the Company entered into a new Executive Employment Agreement with Daniel Karlin, M.D., our Chief Medical Officer (the “Karlin Agreement”). The Karlin Agreement supersedes the Executive Employment Agreement, dated November 9, 2022, between the Company and Dr. Karln.
The Karlin Agreement is substantially similar to the Barrow Agreement, except that:
Sullivan Executive Employment Agreement
On July 30, 2025, following the approval of the Compensation Committee, the Company entered into a new Executive Employment Agreement with Mark R. Sullivan, our Chief Legal Officer and Corporate Secretary (the “Sullivan Agreement,” together with the Barrow Agreement and the Karlin Agreement, the "Employment Agreements"). The Sullivan Agreement supersedes the Executive Employment Agreement, dated April 13, 2023, between the Company and Mr. Sullivan.
Mr. Sullivan’s Employment Agreement is substantially similar to the Karlin Agreement, except that Mr. Sullivan’s base salary is $485,000.
The foregoing descriptions of the Employment Agreements are not complete and are qualified in their entirety by reference to the Employment Agreements, which are filed as exhibits 10.6, 10.7 and 10.8 to this Quarterly Report on Form 10-Q and are incorporated herein by reference.
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Item 6. Exhibits.
Exhibit
Number
Description
Incorporated by Reference
Form
Exhibit No.
Filing Date
File No.
3.1
Amended and Restated Articles of Mind Medicine (MindMed) Inc., effective as of June 30, 2022.
10-K
March 9, 2023
001-40360
3.2
Notice of Articles, Incorporated on July 26, 2010, effective as of July 30, 2024.
10-Q
August 13, 2024
10.1*#
Executive Employment Agreement, effective as of May 27, 2025, between Mind Medicine (MindMed) Inc. and Brandi L.Roberts.
10.2†
First Amendment to Loan and Security Agreement, dated April 18, 2025, by and among Mind Medicine (MindMed) Inc., certain of its subsidiaries party thereto, K2 HealthVentures LLC and Ankura Trust Company, LLC.
8-K
10.1*
April 21, 2025
10.3#
Mind Medicine (MindMed) Inc. 2025 Equity Incentive Plan.
10.1
June 16, 2025
10.4#
Form of Stock Option Award Agreement to Mind Medicine (MindMed) Inc. 2025 Equity Incentive Plan.
S-8
99.2
June 20, 2025
333-288186
10.5#
Form of Restricted Share Unit Award Agreement to Mind Medicine (MindMed) Inc. 2025 Equity Incentive Plan.
99.3
10.6*#
Executive Employment Agreement, effective July 30, 2025, between Mind Medicine (MindMed) Inc. and Robert Barrow.
10.7*#
Executive Employment Agreement, effective July 30, 2025, between Mind Medicine (MindMed) Inc. and Daniel Karlin, M.D.
10.8*#
Executive Employment Agreement, effective July 30, 2025, between Mind Medicine (MindMed) Inc. and Mark R.Sullivan.
10.9*#
Executive Employment Agreement, effective July 30, 2025, between Mind Medicine (MindMed) Inc. and Matt Wiley.
10.10*#
Form of Option Agreement granted as an Inducement Award.
31.1*
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*+
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*+
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Filed or furnished herewith.
# Indicates management contract or compensatory plan.
† Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
+ These certifications are being furnished herewith solely to accompany this Quarterly Report pursuant to 18 U.S.C. Section 1350, and are not
being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by
reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation
language in such filing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: July 31, 2025
By:
/s/ Robert Barrow
Robert Barrow
Chief Executive Officer
/s/ Brandi L. Roberts
Brandi L. Roberts, CPA
Chief Financial Officer