Presents Highly Qualified Slate of Director
Nominees, Including Five Incumbent Board Members and New
Independent Candidate David W. Gryska
Highlights Significant Positive Momentum to
Advance R&D Pipeline and Enhance Shareholder Value
Discloses FCM MM HOLDINGS’ Intent to Take
Control of the Board Through Nomination of Four Director
Candidates
FCM’s Nominees Lack Relevant Industry Expertise
and Experience to Drive Long-Term Shareholder Value
Mind Medicine (MindMed) Inc. (NASDAQ: MNMD), (NEO: MMED), (the
“Company” or “MindMed”), a clinical stage biopharmaceutical company
developing novel product candidates to treat brain health
disorders, today announced that it has filed its preliminary proxy
materials with the U.S. Securities and Exchange Commission (“SEC”)
in connection with the 2023 Annual General Meeting of Shareholders
(the “Annual Meeting”), which has not yet been scheduled.
In the preliminary proxy statement, MindMed sets forth its
highly qualified slate of candidates for election to the Company’s
Board of Directors (the “Board”) at the Annual Meeting. This group
includes five incumbent directors – Carol A. Vallone, Andreas
Krebs, Dr. Suzanne Bruhn, Dr. Roger Crystal and Chief Executive
Officer Robert Barrow – as well as new candidate David W. Gryska.
Mr. Gryska is a life sciences professional with over 35 years of
experience as a senior financial executive, including as Chief
Financial Officer of both Incyte (NASDAQ: INCY) and Celgene Corp.
He currently serves as a board member at Seagen Inc. (NASDAQ: SGEN)
and Forte Biosciences, Inc. (NASDAQ: FBRX). He previously served as
a board member of GW Pharmaceuticals plc prior to its acquisition
by Jazz Pharmaceuticals for $7.2 billion in 2021 and of Aerie
Pharmaceuticals prior to its acquisition by Alcon for $750 million
in 2022.
“The entire Board is committed to our mission of treating brain
health disorders through the development of novel product
candidates in order to benefit patients and deliver value for our
shareholders,” said Carol Vallone, Chair of the Board. “We are
confident we have the right leadership and strategic plan in place
to advance and unlock the value of our proprietary product
candidates while positioning MindMed for sustainable success. Our
business has significant positive momentum – as evidenced by the
recently announced positive topline data from a trial evaluating
lysergide in the treatment of major depressive disorder.”
Ms. Vallone continued, “As we progress through a pivotal period
for MindMed, with two key clinical readouts anticipated later this
year, my fellow directors and I also look forward to welcoming Dave
Gryska to the Board and believe his 35 years of experience in the
biopharma industry, including his service as CFO of two S&P 500
companies, will be highly additive. Dave’s nomination further
demonstrates our commitment to proactive director refreshment – as
shown by our addition of four new independent directors over the
past two years. In fact, if Dave is elected, the Board will have
been fully refreshed since Rob was appointed interim CEO in June
2021. I would also like to express the Board’s gratitude to Brigid
Makes, who notified us that she will not stand for re-election at
the Annual Meeting, for her years of service through the early
growth of the organization.”
“I’m delighted to be nominated to the Board of MindMed and
believe the Company is uniquely positioned to successfully deliver
transformative therapies to millions of patients suffering from
brain health disorders,” said David W. Gryska. “The potential for
this Company is significant and I firmly believe it has the right
Board and management team to execute on its strategy. I look
forward to working with this highly experienced, diligent and
determined team at this critical point in the Company’s
evolution.”
MindMed also disclosed in the preliminary proxy statement that
FCM MM HOLDINGS, LLC (“FCM”), an entity affiliated with Jake
Freeman, Scott Freeman and Chad Boulanger, has notified the Company
of its intent to nominate a control slate of four candidates for
election to the Board at the Annual Meeting and wage a proxy
contest in opposition to the Board’s candidates. If FCM does, in
fact, duly nominate these candidates and they are elected, the four
FCM nominees would represent a majority of the Board. This would
be tantamount to giving FCM control of MindMed without FCM paying a
control premium and would permit FCM to significantly alter the
Company’s current strategy and management team to the detriment of
all shareholders.
Despite our differing views, consistent with the Board’s
commitment to constructive shareholder engagement, members of the
Board and management have met with Jake Freeman, Scott Freeman and
Chad Boulanger numerous times since August 2022 in order to
evaluate FCM’s perspectives on the Company and its strategic
direction. Following these discussions, it has become abundantly
clear that FCM does not understand MindMed’s business or the
associated regulatory processes. MindMed’s Board and management are
confident that the Company’s existing strategic plan is superior to
the plan put forth by FCM.
Further, after careful consideration of FCM’s intended nominees,
the Board has concluded that they do not – individually or
collectively – possess relevant industry background or experience
that would be additive, especially in comparison to the Board’s
proposed slate of directors. As a result, the Board strongly
believes that it is not in the best interests of all shareholders
for any of FCM’s candidates to be elected.
However, in the interest of avoiding the significant cost and
distraction of a proxy contest, the Board has made several
constructive settlement proposals to FCM, including by offering to
expand the Board to seven members and appoint a qualified
independent director mutually agreed upon by FCM and the Company.
FCM has rejected all of these offers, and most recently indicated
that it would settle only in exchange for placing three
representatives on our six-member Board.
MindMed’s Board is committed to delivering sustainable long-term
value creation for all shareholders. Our Board has the requisite
independence as well as business, financial, operating, regulatory
and scientific backgrounds in the life sciences and pharmaceutical
sectors to guide MindMed towards accomplishing its mission to be
the global leader in the development and delivery of treatments
that unlock new opportunities to improve patient outcomes.
The Company looks forward to continuing to communicate with
shareholders as our Annual Meeting approaches. In the coming weeks,
we will provide you with more information regarding the strength of
our Board and management team, our strategy to deliver shareholder
value and the potential for FCM and its nominees to damage that
approach.
In the interim, we strongly urge you to discard any materials
you may receive from FCM.
Cooley LLP and Osler, Hoskin & Harcourt LLP are serving as
MindMed’s legal advisors.
David W. Gryska Biography
David W. Gryska is a seasoned and accomplished life sciences
executive with more than 35 years of finance experience. Most
recently, he served as Executive Vice President and Chief Financial
Officer of Incyte Corporation (NASDAQ: INCY), an S&P 500
biopharmaceutical company from 2014 to 2018. Prior to that, he was
Senior Vice President and Chief Financial Officer of Celgene
Corporation, later acquired by Bristol Myers Squibb (NYSE: BMY) in
a $74 billion transaction. Mr. Gryska has served on the board of
directors of Seagen Inc., a publicly traded biopharmaceutical
company (NASDAQ:SGEN), since 2005, and the board of Forte
Biosciences, Inc., a publicly traded biopharmaceutical company
(NASDAQ: FBRX), since 2023.
About MindMed
MindMed is a clinical stage 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 that unlock new opportunities to improve patient
outcomes. We are developing a pipeline of innovative product
candidates, with and without acute perceptual effects, targeting
neurotransmitter pathways that play key roles in brain health
disorders.
MindMed trades on NASDAQ under the symbol MNMD and on the
Canadian NEO Exchange under the symbol MMED.
Cautionary Notes and Forward-Looking Statements
Certain statements in this news release related to the Company
constitute “forward-looking information” within the meaning of
applicable securities laws and are prospective in nature.
Forward-looking information is not based on historical facts, but
rather on current expectations and projections about future events
and are therefore subject to risks and uncertainties which could
cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements. These
statements generally can be identified by the use of
forward-looking words such as “will”, “may”, “should”, “could”,
“intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe”,
“potential” or “continue”, or the negative thereof or similar
variations. Forward-looking information in this news release
includes, but is not limited to, statements regarding the potential
benefits and development of the Company’s product candidates, the
strengths and benefits of the Company’s strategic plan; and the
expected impact and results of the Company’s corporate governance
practices, including of the Company’s director nominees. There are
numerous risks and uncertainties that could cause actual results
and the Company’s plans and objectives to differ materially from
those expressed in the forward-looking information, including
history of negative cash flows; limited operating history;
incurrence of future losses; availability of additional capital;
lack of product revenue; compliance with laws and regulations;
difficulty associated with research and development; risks
associated with clinical trials or studies; heightened regulatory
scrutiny; early stage product development; clinical trial risks;
regulatory approval processes; novelty of the psychedelic inspired
medicines industry; as well as those risk factors discussed or
referred to herein and the risks described in the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2022
under headings such as “Special Note Regarding Forward-Looking
Statements,” and “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and
other filings and furnishings made by the Company with the
securities regulatory authorities in all provinces and territories
of Canada which are available under the Company’s profile on SEDAR
at www.sedar.com and with the SEC on EDGAR at www.sec.gov. Except
as required by law, the Company undertakes no duty or obligation to
update any forward-looking statements contained in this news
release as a result of new information, future events, changes in
expectations or otherwise.
Additional Information and Where to Find It
MindMed has filed with the SEC and Canadian securities
regulatory authorities a preliminary proxy statement on Schedule
14A (the “proxy statement”), containing a form of WHITE universal
proxy card, with respect to its solicitation of proxies for
MindMed’s Annual Meeting. The proxy statement is in preliminary
form and MindMed intends to file and mail a definitive proxy
statement to shareholders of MindMed. Details concerning the
nominees of MindMed’s Board for election at MindMed’s Annual
Meeting are included in the proxy statement. This news release is
not a substitute for any proxy statement or other document that
MindMed has filed or may file with the SEC and Canadian securities
regulatory authorities in connection with any solicitation by
MindMed.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND THE
ACCOMPANYING WHITE UNIVERSAL PROXY CARD) FILED BY MINDMED AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC AND CANADIAN SECURITIES
REGULATORS WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
MINDMED AND ANY SOLICITATION. Investors and security holders may
obtain copies of these documents and other documents filed with the
SEC and Canadian securities regulatory authorities by MindMed free
of charge through the website maintained by the SEC at www.sec.gov
or through the Company’s profile on SEDAR at www.sedar.com. Copies
of the documents filed by MindMed are also available free of charge
by accessing MindMed’s website at www.mindmed.co.
Participants in the Solicitation
This news release is neither a solicitation of a proxy or
consent nor a substitute for any proxy statement or other filings
that may be made with the SEC and Canadian securities regulatory
authorities. Nonetheless, MindMed, its directors and executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies with
respect to a solicitation by MindMed. Information about MindMed’s
executive officers and directors and other participants in the
solicitation, including their respective interests, by security
holders or otherwise, is available in MindMed’s preliminary proxy
statement on Schedule 14A for its Annual Meeting, which was filed
with the SEC and Canadian securities regulatory authorities on
April 18, 2023, and will be included in MindMed’s definitive proxy
statement, once available. To the extent holdings of MindMed
securities reported in the proxy statement for the Annual Meeting
have changed, such changes have been or will be reflected on
Statements of Change in Ownership on Forms 3, 4 or 5 filed with the
SEC. These documents are or will be available free of charge at the
SEC’s website at www.sec.gov and through the Company’s profile on
SEDAR at www.sedar.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20230418006195/en/
For Media: media@mindmed.co OR Longacre Square Partners Dan
Zacchei / Joe Germani mindmed@longacresquare.com For Investors:
ir@mindmed.co OR Morrow Sodali Michael Verrechia / Eric Kamback
MNMD@investor.morrowsodali.com
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