Today, FCM MM Holdings, LLC ("FCM") announces that it has filed a
preliminary proxy statement (the “Proxy Statement”) in connection
with its nomination of four exceptional director candidates for
election to the board of directors of Mind Medicine (MindMed) Inc.
(NASDAQ: MNMD) (“MindMed”, the “Company”) at its 2023 Annual
General Meeting (the “AGM”). As one of MindMed’s largest investors
(beneficially owning 3.5% of the shares outstanding), FCM is
committed to addressing the Company's significant challenges and
unlocking shareholder value.
FCM nominated four highly qualified
director-candidates for the AGM, including three independent
candidates: Dr. Scott Freeman, Dr. Farzin Farzaneh, Mr. Vivek Jain,
and Mr. Alexander Wodka. FCM’s candidates have broad expertise in
areas of importance to operating a successful biotechnology
company, which are detailed in the Proxy Statement. Notably, Dr.
Freeman, MindMed's co-founder and former Chief Medical Officer, has
a proven track record of successfully bringing drugs to market,
such experience is sorely needed at MindMed.
This announcement follows a turbulent year for
MindMed, during which the Company's share price declined by 89%
(worse than every member of its peer group, which fell an average
of 62%) amidst a multitude of operational failures. Despite this
destruction of shareholder value, the Board has chosen to reward
executives with substantial compensation and golden parachutes,
while increasing their own compensation by more than threefold.
In an apparent attempt to distract shareholders
rather than address its years of poor performance, MindMed has
accused FCM of attempting to gain control of the Company without
paying a "control premium." However, this is simply mendacious;
only one of FCM’s candidates is affiliated with FCM and FCM is not
seeking a buy-out of MindMed. Rather, FCM's objective is to address
the Company’s operational challenges and restore MindMed’s
shareholder value by adding desperately needed experience and
accountability to the board.
In August of 2022, FCM put forth a Value
Enhancement Plan focused on accelerating development of MindMed’s
drugs, reducing cash burn, and using shareholder equity
judiciously. In the ensuing nine months, FCM attempted to work with
MindMed to bring needed change to the Company but was rebuffed by a
board and management team that, in our view, has presided over
years of operational failures and lost the confidence of
investors.
“Our Candidates present a striking alternative
to the current Board, who have repeatedly failed MindMed’s
shareholders, despite their proclaimed experience. Since 2021, I
have been proactively engaging the Board about the delays in the
MM-110 and MM-120 programs. Unfortunately, these entreaties were
ignored, and subsequently, management botched the MM-110 program
while the MM-120 program is over a year behind schedule due to a
myriad of operational failures. As a result, I believe the only
path forward for MindMed is an immediate reconstitution of the
Board,” says Dr. Freeman.
Dr. Farzaneh added, “I am excited by the value
potential at MindMed and am looking forward to working with Dr.
Freeman, who established many of MindMed’s original drug protocols,
including the novel approach to micro-dosing for ADHD, as well as
MindMed’s collaboration with Dr. Lietchi. At the end of the day,
the goal is to bring MindMed’s drugs to market quickly and
safely.”
FCM believes that its director-candidates
possess the required expertise and experience to revitalize
MindMed, and FCM will be communicating its plans for restoring
MindMed's value, including a comprehensive operational strategy, in
the coming weeks.
To stay informed as to the latest developments,
FCM encourages MindMed stakeholders to sign up for its newsletter
at: https://mindmed.zone/signup
About FCM
FCM MM Holdings, LLC is a special purpose
vehicle set-up to represent nine early investors in MindMed,
including Dr. Scott Freeman and Mr. Chad Boulanger. FCM holds a
3.5% beneficial ownership of MindMed's outstanding shares and
represents additional interests in MindMed shares through holdings
in Savant Addiction Medicine LLC, Savant HWP, Inc., and Savant HWP
Holdings, LLC. FCM is managed by Mr. Jake Freeman and each of FCM’s
stakeholders are deeply invested in MindMed's long-term
success.
Investor Contacts
FCM MM HOLDINGS, LLCChad Boulanger
contact@mindmed.zone
Okapi Partners, LLCJason W. Alexander / Bruce H.
Goldfarb212-297-0720info@okapipartners.com
CERTAIN INFORMATION CONCERNING THE
PARTICIPANTS
FCM MM Holdings LLC, a Wyoming limited liability
company (“FCM Holdings”), together with the other participants
named herein (collectively, “FCM”), has filed a preliminary proxy
statement and accompanying BLUE proxy
card with the Securities and Exchange Commission (“SEC”) to be used
to solicit votes for the election of its slate of highly-qualified
director nominees at the 2023 meeting of shareholders of Mind
Medicine (MindMed) Inc., a British Columbia corporation (the
“Company”).
FCM STRONGLY ADVISES ALL SHAREHOLDERS OF THE
COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON
THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE
PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE
PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.
The participants in the solicitation are
anticipated to be FCM Holdings, Jake S. Freeman (“Mr. Freeman”),
Dr. Scott Freeman (“Dr. Freeman”), Chad Boulanger, Dr. Farzin
Farzaneh, Vivek Jain, and Alexander Wodka.
As of the date hereof, FCM Holdings may be
deemed to beneficially own 359,457 common shares, without par value
(the “Common Shares”), of the Company, consisting of (i) 100 Common
Shares directly owned, and (ii) 359,357 Common Shares that FCM has
sole authority to vote pursuant to a proxy coordination agreement
with certain other Company shareholders. As of the date hereof, Mr.
Freeman may be deemed to beneficially own 365,633 Common Shares,
consisting of (i) 6,176 Common Shares directly owned and (ii)
359,457 Common Shares beneficially owned by FCM Holdings pursuant
to the proxy coordination agreement, which Mr. Freeman may be
deemed to beneficially own as the Manager of FCM Holdings. Pursuant
to the proxy coordination agreement, Mr. Boulanger granted the sole
authority to vote or dispose of 6,250 Common Shares directly owned
by him to FCM Holdings and, therefore, Mr. Boulanger has no power
to vote or dispose of such Common Shares. As of the date hereof,
Dr. Freeman beneficially owns 973,373 Common Shares, including (i)
101,288 Common Shares directly owned, (ii) 41,668 Common Shares
underlying certain options to purchase Common Shares directly
owned, and (iii) 830,417 Common Shares held by THE SCOTT MITCHELL
FREEMAN REVOCABLE LIVING TRUST UA 03-10-2012, of which Dr. Freeman
is the sole trustee. With respect to the options held by Dr.
Freeman, Dr. Freeman holds vested options to purchase 26,389 Common
Shares at a strike price of CAD$4.95 per share and unvested options
to purchase 15,279 Common Shares at a strike price of CAD$4.95 per
share. As of the date hereof, Mr. Jain beneficially owns 29,532
Common Shares, including (i) 2,999 Common Shares and (ii) 26,533
Common Shares underlying certain warrants to purchase Common
Shares, including 348,000 MMED.WA warrants to purchase 1/15 of a
Common Share at a strike price of CAD$35 per Common Share and
50,000 MMED.WR warrants to purchase 1/15 of a Common Share at a
strike prince of CAD$82.14 per Common Share. As of the date hereof,
neither of Messrs. Farzaneh or Wodka beneficially owns any Common
Shares.
Additional Information
FCM's and its nominees beneficially own, own, control or
exercise direction over an aggregate of 1,009,181 common shares of
MindMed (the “Shares”). FCM may be deemed to control an additional
359,357 Shares pursuant to a proxy coordination agreement.
Information in Support of Public Broadcast
Solicitation
Shareholders are not being asked at this time to
execute a proxy in favour of FCM's nominees for election to the
Board at the AGM or any other resolutions at the AGM, which has not
been formally scheduled. In connection with the AGM, FCM has filed
preliminary proxy materials with the Securities and Exchange
Commission and expects to issue a supplement thereto or amendment
and restatement thereof (the "Final FCM Circular") containing
further disclosure concerning FCM's nominees for election to the
Board at the AGM, together with additional details concerning the
completion and return of forms of proxy and voting information
forms ("VIFs") for use at the AGM. Shareholders of MindMed are
urged to read the Materials filed today as well as the Final FCM
Circular, when issued, because they will contain important
information.
The below disclosure is provided pursuant to
section 9.2(4) of National Instrument 51-102 – Continuous
Disclosure Obligations in accordance with securities laws
applicable to public broadcast solicitations.
This press release and any solicitation made by
FCM in advance of the AGM is, or will be, as applicable, made by
FCM and not by or on behalf of the management of MindMed.
Shareholders of MindMed are not being asked at
this time to execute proxies in favour of FCM's nominees for
election to the Board at the AGM or any other matters to be
considered at the AGM. Once FCM has issued the Final FCM Circular,
FCM intends to make its solicitation primarily by mail, but proxies
may also be solicited personally by telephone, email or other
electronic means, as well as by newspaper or other media
advertising or in person, by FCM, certain of its members, partners,
directors, officers and employees, FCM's nominees or FCM's agents,
including Okapi Partners LLC (“Okapi”), which has been retained by
FCM as its strategic shareholder advisor and proxy solicitation
agent. Pursuant to the agreement between Okapi and FCM, Okapi will
receive a fee of up to $75,000, plus customary fees for each call
to or from shareholders of MindMed, and will be reimbursed for
certain out-of-pocket expenses, with all such costs to be borne by
FCM. In addition, FCM may solicit proxies in reliance upon the
public broadcast exemption to the solicitation requirements under
applicable Canadian corporate and securities laws, by way of public
broadcast, including press release, speech or publication, and in
any other manner permitted under applicable Canadian laws. Any
members, partners, directors, officers or employees of FCM and
their affiliates or other persons who solicit proxies on behalf of
FCM will do so for no additional compensation. The anticipated cost
of FCM’s solicitation is estimated to be $400,000 plus
disbursements. The costs incurred in the preparation and mailing of
the Materials and the Final FCM Circular, and the solicitation of
proxies by FCM will be borne by FCM, provided that, subject to
applicable law, FCM may seek reimbursement from MindMed of FCM's
out-of-pocket expenses, including proxy solicitation expenses and
legal fees, incurred in connection with a successful reconstitution
of the Board.
A registered shareholder of MindMed who has
given a proxy may revoke the proxy at any time prior to use by:
(a) depositing an instrument in writing revoking
the proxy, if the shareholder is an individual signed by the
shareholder or his or her legal personal representative or trustee
in bankruptcy, and if the shareholder is a corporation signed by
the corporation or by a representative appointed for the
corporation, either: (i) at the registered office of MindMed at any
time up to and including the last business day preceding the day of
the AGM or any adjournment(s) thereof, at One World Trade Center,
Suite 8500, New York, New York 10007; or (ii) with the chairman of
the AGM on the day of the AGM or any adjournment(s) thereof before
any vote in respect of which the proxy has been given has been
taken; or
(b) revoking the proxy in any other manner
permitted by law.
A non-registered shareholder may revoke a form
of proxy or VIF given to an intermediary or Broadridge Investor
Communications (or any such other service company) at any time by
submitting another properly completed form of proxy or VIF, as the
latest form of proxy or VIF will automatically revoke any previous
one already submitted, or by written notice to the intermediary in
accordance with the instructions given to the non-registered
shareholder by its intermediary.
Neither FCM, nor any of its directors or
officers, or any associates or affiliates of the foregoing, nor any
of FCM's nominees for election to the Board at the AGM, or their
respective associates or affiliates, has: (i) any material
interest, direct or indirect, in any transaction since the
beginning of MindMed's most recently completed financial year or in
any proposed transaction that has materially affected or would
materially affect MindMed or any of its subsidiaries; or (ii) any
material interest, direct or indirect, by way of beneficial
ownership of securities or otherwise, in any matter currently known
to be acted on at the upcoming meeting of MindMed shareholders,
other than the election of directors; except that on August 31,
2020, Dr. Scott Freeman entered into a consulting agreement with
MindMed, which, among other things, granted Dr. Scott Freeman
26,389 vested options with a strike price of CAD$4.95 per share and
16,667 unvested options with a strike price of CAD$4.95 per
share.
The registered address of MindMed is located at
One World Trade Center, Suite 8500, New York, New York, 10007.
A copy of this press release may be obtained on MindMed’s
SEDAR profile at
www.sedar.com.
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