Statement of Ownership (sc 13g)
October 07 2022 - 05:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. __)*
Mind Medicine (MINDMED)
Inc.
(Name of Issuer)
COMMON SHARES, NO PAR VALUE
(Title of Class of Securities)
60255C885
(CUSIP Number)
Joseph D. Samberg
1091 Boston Post Road
Rye, New York 10580
(914) 401-7059
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 28, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
¨ Rule
13d-1(b)
x Rule
13d-1(c)
¨ Rule
13d-1(d)
* |
The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page. |
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No.
60255C885 |
SCHEDULE 13G |
Page
2 of 5 |
1 |
NAMES OF REPORTING PERSONS |
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Joseph D.
Samberg |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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(a) ¨ |
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(b) ¨ |
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER |
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1,915,000(1)
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6 |
SHARED VOTING POWER |
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0
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7 |
SOLE DISPOSITIVE POWER |
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1,915,000(1) |
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8 |
SHARED DISPOSITIVE POWER |
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0
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
1,915,000(1) |
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) |
¨ |
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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5.0%(1)
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12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN
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(1) See Item 4 below.
CUSIP No.
60255C885 |
SCHEDULE 13G |
Page
3 of 5 |
Mind Medicine (MINDMED) Inc. (the “Issuer”)
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(b) |
Address of Issuer’s Principal Executive Offices: |
One World Trade Center, Suite 8500
New York, NY 10007
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(a) |
Name of Persons Filing |
The name of the person filing this report (the “Reporting
Person”) is:
Joseph D. Samberg
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(b) |
Address of Principal Business
Office or, if None, Residence |
The address of the principal business office of the Reporting
Person is:
1091 Boston Post Road
Rye, New York 10580
United States citizen
|
(d) |
Title of Class of Securities: |
Common Shares, no par value (the “Common Shares”)
60255C885
Item 3. |
If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
CUSIP No.
60255C885 |
SCHEDULE 13G |
Page
4 of 5 |
The information required by this item with respect to the Reporting
Person is set forth in Rows 5 through 9 and 11 of the cover
page to this Schedule 13G. The ownership percentage reported
is based on 35,504,771 outstanding Common Shares, as reported in
the Issuer’s Prospectus Supplement dated September 27, 2022 and
filed with the Securities and Exchange Commission on September 29,
2022 (the “Prospectus”) to be outstanding immediately following
completion of the offering described therein, plus 1,955,547
shares disclosed in the Prospectus as having been issued after June
30, 2022 plus immediately exercisable warrants to purchase
850,000 Common Shares that may be deemed to be beneficially owned
by the Reporting Person.
A revocable trust of which the Reporting Person is trustee holds
1,335,500 Common Shares, which includes immediately exercisable
warrants to purchase 595,000 Common Shares, and an entity
controlled by the Reporting Person holds 579,500 Common Shares,
which includes immediately exercisable warrants to purchase 255,000
warrants. The Reporting Person may be deemed to beneficially own
the securities directly held by these entities. The aggregate
number of Common Shares that the Reporting Person may be deemed to
beneficially own as of the date this Schedule 13G is filed is
1,915,000 Common Shares, which constitutes approximately 4.999% of
the Issuer’s outstanding Common Shares following the completion of
the follow-on public offering described in the Prospectus.
As of September 28, 2022, the Reporting Person’s beneficial
ownership of the Common Shares exceeded 5% of the Common Shares
then outstanding or deemed to be outstanding, thereby requiring the
Reporting Person to file this Schedule 13G pursuant to Rue 13d-1(c)
under the Securities Exchange Act of 1934, as amended. However, the
Reporting Person’s beneficial ownership subsequently decreased to
4.999% and, thus, the Reporting Person’s beneficial ownership is
not above 5.0% as of the date of filing this Schedule 13G.
Item 5. |
Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following. x
Item 6. |
Ownership of More than Five Percent on Behalf of Another
Person. |
Not applicable.
Item 7. |
Identification and
Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person. |
Not applicable.
Item 8. |
Identification and Classification of Members of the
Group. |
Not applicable.
Item 9. |
Notice of Dissolution of Group. |
Not applicable.
By signing below, I certify
that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any
transaction having that purpose or effect, other than activities
solely in connection with a nomination under
§ 240.14a-11.
CUSIP No.
60255C885 |
SCHEDULE 13G |
Page
5 of 5 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
October 7, 2022
/s/ Joseph D. Samberg |
|
Joseph D.
Samberg |
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