Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 19, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Entity Registrant Name | Mind Medicine (MindMed) Inc. | |
Entity Central Index Key | 0001813814 | |
Trading Symbol | MNMD | |
Current Fiscal Year End Date | --12-31 | |
Title of 12(b) Security | Common Shares, no par value per share | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity File Number | 001-40360 | |
Entity Incorporation, State or Country Code | A1 | |
Entity Tax Identification Number | 98-1582538 | |
Entity Address, Address Line One | One World Trade Center | |
Entity Address, Address Line Two | Suite 8500 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10007 | |
City Area Code | 212 | |
Local Phone Number | 220-6633 | |
Entity Common Stock, Shares Outstanding | 40,094,708 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 117,699 | $ 142,142 |
Prepaid and other current assets | 2,387 | 3,913 |
Total current assets | 120,086 | 146,055 |
Goodwill | 19,918 | 19,918 |
Intangible assets, net | 1,317 | 3,689 |
Other non-current assets | 229 | 331 |
Total assets | 141,550 | 169,993 |
Current liabilities: | ||
Accounts payable | 7,686 | 2,111 |
Accrued expenses | 9,957 | 5,877 |
2022 USD Financing Warrants | 13,511 | 9,904 |
Total current liabilities | 31,154 | 17,892 |
Credit facility, long-term | 14,068 | |
Other liabilities, long-term | 349 | 1,184 |
Total liabilities | 45,571 | 19,076 |
Shareholders' Equity: | ||
Additional paid-in capital | 361,538 | 344,758 |
Accumulated other comprehensive income | 777 | 627 |
Accumulated Deficit | (266,336) | (194,468) |
Total shareholders' equity | 95,979 | 150,917 |
Total liabilities and shareholders' equity | $ 141,550 | $ 169,993 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0 | $ 0 |
Common stock, shares authorized | Unlimited | Unlimited |
Common stock, shares issued | 40,094,708 | 37,979,136 |
Common stock, shares outstanding | 40,094,708 | 37,979,136 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating expenses: | ||||
Research and development | $ 13,203 | $ 7,772 | $ 40,578 | $ 27,339 |
General and administrative | 8,413 | 9,211 | 31,083 | 25,092 |
Total operating expenses | 21,616 | 16,983 | 71,661 | 52,431 |
Loss from operations | (21,616) | (16,983) | (71,661) | (52,431) |
Other income (expense): | ||||
Interest income, net | 1,163 | 360 | 3,759 | 443 |
Foreign exchange (loss)/gain, net | (439) | 138 | (244) | 94 |
Change in fair value of 2022 USD Financing Warrants | 3,020 | (3,671) | ||
Other (expense)/income | (51) | (51) | 1 | |
Total other income/(expense), net | 3,693 | 498 | (207) | 538 |
Net loss | (17,923) | (16,485) | (71,868) | (51,893) |
Other comprehensive loss: | ||||
Gain/(loss) on foreign currency translation | 415 | (107) | 150 | (303) |
Comprehensive loss | $ (17,508) | $ (16,592) | $ (71,718) | $ (52,196) |
Net loss per common share, basic | $ (0.45) | $ (0.56) | $ (1.85) | $ (1.82) |
Net loss per common share, diluted | $ (0.45) | $ (0.56) | $ (1.85) | $ (1.82) |
Weighted-average common shares, basic | 39,720,007 | 29,296,333 | 38,798,374 | 28,566,161 |
Weighted-average common shares, diluted | 39,720,007 | 29,296,333 | 38,798,374 | 28,566,161 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Shares | Additional Paid-In Capital | Accumulated OCI | Accumulated Deficit |
Balance at Dec. 31, 2021 | $ 151,664 | $ 288,290 | $ 1,046 | $ (137,672) | |
Balance, Shares at Dec. 31, 2021 | 28,126,414 | ||||
Issuance of common shares and warrants, net of share issuance costs | 41,350 | 41,350 | |||
Issuance of common shares and warrants, net of share issuance costs, Shares | 9,014,371 | ||||
Exercise of 2022 USD Financing Warrants and warrants | 708 | 708 | |||
Exercise of 2022 USD Financing Warrants and warrants, Shares | 76,021 | ||||
Exercise of stock options | 206 | 206 | |||
Exercise of stock options, Shares | 38,276 | ||||
Settlement of restricted share unit awards | 286,033 | ||||
Withholding taxes paid on vested restricted share units | (407) | (407) | |||
Stock-based compensation expense | 12,268 | 12,268 | |||
Net loss and Comprehensive loss | (52,196) | (303) | (51,893) | ||
Balance at Sep. 30, 2022 | 153,593 | 342,415 | 743 | (189,565) | |
Balance, Shares at Sep. 30, 2022 | 37,541,115 | ||||
Balance at Jun. 30, 2022 | 124,504 | 296,734 | 850 | (173,080) | |
Balance, Shares at Jun. 30, 2022 | 28,445,948 | ||||
Issuance of common shares and warrants, net of share issuance costs | 41,350 | 41,350 | |||
Issuance of common shares and warrants, net of share issuance costs, Shares | 9,014,371 | ||||
Exercise of stock options | 42 | 42 | |||
Exercise of stock options, Shares | 8,762 | ||||
Settlement of restricted share unit awards | 72,034 | ||||
Stock-based compensation expense | 4,289 | 4,289 | |||
Net loss and Comprehensive loss | (16,592) | (107) | (16,485) | ||
Balance at Sep. 30, 2022 | 153,593 | 342,415 | 743 | (189,565) | |
Balance, Shares at Sep. 30, 2022 | 37,541,115 | ||||
Balance at Dec. 31, 2022 | 150,917 | 344,758 | 627 | (194,468) | |
Balance, Shares at Dec. 31, 2022 | 37,979,136 | ||||
Issuance of common shares and warrants, net of share issuance costs | 4,943 | 4,943 | |||
Issuance of common shares and warrants, net of share issuance costs, Shares | 1,402,598 | ||||
Vesting of restricted share units | 672,641 | ||||
Exercise of 2022 USD Financing Warrants and warrants | 178 | 178 | |||
Exercise of 2022 USD Financing Warrants and warrants, Shares | 27,000 | ||||
Exercise of stock options | $ 49 | 49 | |||
Exercise of stock options, Shares | 13,333 | 13,333 | |||
Stock-based compensation expense | $ 11,610 | 11,610 | |||
Net loss and Comprehensive loss | (71,718) | 150 | (71,868) | ||
Balance at Sep. 30, 2023 | 95,979 | 361,538 | 777 | (266,336) | |
Balance, Shares at Sep. 30, 2023 | 40,094,708 | ||||
Balance at Jun. 30, 2023 | 105,972 | 354,023 | 362 | (248,413) | |
Balance, Shares at Jun. 30, 2023 | 38,807,159 | ||||
Issuance of common shares and warrants, net of share issuance costs | 3,086 | 3,086 | |||
Issuance of common shares and warrants, net of share issuance costs, Shares | 800,700 | ||||
Vesting of restricted share units | 446,516 | ||||
Exercise of 2022 USD Financing Warrants and warrants | 178 | 178 | |||
Exercise of 2022 USD Financing Warrants and warrants, Shares | 27,000 | ||||
Exercise of stock options | 49 | 49 | |||
Exercise of stock options, Shares | 13,333 | ||||
Stock-based compensation expense | 4,202 | 4,202 | |||
Net loss and Comprehensive loss | (17,508) | 415 | (17,923) | ||
Balance at Sep. 30, 2023 | $ 95,979 | $ 361,538 | $ 777 | $ (266,336) | |
Balance, Shares at Sep. 30, 2023 | 40,094,708 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (71,868) | $ (51,893) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 11,818 | 12,331 |
Amortization of intangible assets | 2,372 | 2,390 |
Change in fair value of 2022 USD Financing Warrants | 3,671 | |
Issuance costs on liability classified warrants | 1,500 | |
Other non-cash adjustments | 128 | 30 |
Changes in operating assets and liabilities: | ||
Prepaid and other current assets | 1,575 | 1,837 |
Other noncurrent assets | 60 | |
Accounts payable | 5,535 | (3,329) |
Accrued expenses | 3,742 | 622 |
Other liabilities, long-term | (835) | (778) |
Net cash used in operating activities | (43,802) | (37,290) |
Cash flows from financing activities | ||
Proceeds from credit facility | 15,000 | |
Payment of credit facility issuance costs | (802) | |
Proceeds from issuance of common shares, net of issuance costs | 4,943 | 41,567 |
Proceeds from issuance of 2022 USD Financing Warrants | 17,747 | |
Payment of 2022 USD Financing Warrants issuance costs | (1,186) | |
Proceeds from exercise of warrants | 114 | 708 |
Proceeds from exercise of options | 206 | |
Withholding taxes paid on vested restricted stock units | (407) | |
Net cash provided by financing activities | 19,255 | 58,635 |
Effect of exchange rate changes on cash | 104 | (365) |
Net (decrease)/increase in cash and cash equivalents | (24,443) | 20,980 |
Cash and cash equivalents, beginning of year | 142,142 | 133,539 |
Cash and cash equivalents, end of year | 117,699 | 154,519 |
Supplemental Cash Flow Information [Abstract] | ||
Unpaid issuance costs for credit facility | 170 | |
Conversion of 2022 USD Financing Warrants to common stock upon exercise of warrants | 64 | |
Proceeds from exercise of options in prepaid and other current assets | $ 49 | |
Unpaid issuance costs for common shares | 217 | |
Unpaid issuance costs for 2022 USD Financing Warrants | 314 | |
Right-of-use assets obtained in exchange of operating lease liabilities | $ 194 |
Nature of Operations
Nature of Operations | 9 Months Ended |
Sep. 30, 2023 | |
Nature Of Operations [Abstract] | |
Description of the Business | 1. DESCRIPTION OF THE BUSINESS 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 clinical stage 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, with and without acute perceptual effects, 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 MM-120 and MM-402, the Company’s lead product candidates. As of September 30, 2023, the Company had an accumulated deficit of $ 266.3 million. Through September 30, 2023, all the Company’s financial support has primarily been provided by proceeds from the issuance of the Company’s common shares (the “Common Shares”) and warrants to purchase Common Shares and the 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 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 working capital on hand to fund operations through at least the next twelve months from the date of the issuance of these 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 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 an initial public offering or such earlier time that it is no longer an emerging growth company. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. BASIS OF pRESENTATION AND Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2022, which are included in the Company’s 2022 Annual Report on Form 10-K filed with the SEC on March 9, 2023 (the “2022 Annual Report”). The Company’s significant accounting policies are disclosed in the audited financial statements for the periods ended December 31, 2022 and 2021, included in the 2022 Annual Report. Since the date of those financial statements, there have been no changes to the Company's significant accounting policies. The accompanying condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“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 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 condensed consolidated financial statements. Foreign Currency The Company’s reporting currency is the U.S. dollar. The Company's functional currency is the Canadian dollar (“CAD”). The local currency of the Company’s foreign affiliates is generally their functional currency. Accordingly, the assets and liabilities of the foreign affiliates and the parent entity are translated from their respective functional currency to U.S. dollars using fiscal year-end exchange rates, income and expense accounts are translated at the average rates in effect during the fiscal year and equity accounts are translated at historical rates. Transactions denominated in currencies other than the functional currency are remeasured to the functional currency at the exchange rate on the transaction date. Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured at period-end using the period-end exchange rate. Cash and 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 and cash equivalents. As of September 30, 2023, 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, at times, may exceed federally insured limits. The Company had cash equivalents of $ 115.3 million as of September 30, 2023, and $ 131.7 million as of December 31, 2022. Recent Ac counting Pronouncements From time to time, new accounting pronouncements are issued by FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position, results of operations, or cash flows upon adoption. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022, and the fair value hierarchy of the valuation techniques utilized. The Company classifies its assets and liabilities as either short- or long-term based on maturity and anticipated realization dates. September 30, 2023 Level 1 Level 2 Level 3 Total Financial assets: Cash equivalents $ 115,339 $ — $ — $ 115,339 Financial liabilities: Directors' Deferred Share Unit Liability $ 284 $ — $ — $ 284 2022 USD Financing Warrant Liability $ — $ — $ 13,511 $ 13,511 December 31, 2022 Level 1 Level 2 Level 3 Total Financial assets: Cash equivalents $ 131,702 $ — $ — $ 131,702 Financial liabilities: Directors' Deferred Share Unit Liability $ 124 $ — $ — $ 124 2022 USD Financing Warrant Liability $ — $ — $ 9,904 $ 9,904 The Company evaluates transfers between fair value levels at the end of each reporting period. There were no transfers into or out of Level 1, Level 2, or Level 3 during the nine months ended September 3 0 , 2023 and the year ended December 31, 2022. The fair value of the warrant liability is measured at fair value on a recurring basis. The warrants to purchase 7,058,823 Common Shares issued in our underwritten public offering that closed on September 30, 2022 (the “2022 USD Financing Warrants”) are classified as Level 3 in the fair value hierarchy and are determined using the Black-Scholes option pricing model using the following assumptions: As of September 30, 2023 As of December 31, 2022 Share price $ 3.13 $ 2.20 Expected volatility 90.84 % 97.08 % Risk-free rate 4.59 % 3.94 % Expected life 4.00 years 4.75 years |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | 4. GOODWILL AND INTANGIBLE ASSETS, NET Goodwill During the nine months ended September 30, 2023, the Company made no additions to its outstanding goodwill. There were no triggering events identified, no indication of impairment of the Company’s goodwill and long-lived assets, and no impairment charges recorded during the three and nine months ended September 30, 2023 and 2022. Intangible assets, net The following table summarizes the carrying value of the Company's intangible assets (in thousands): As of September 30, 2023 Useful Lives Gross Carrying Accumulated Net Carrying Developed technology 3 $ 9,485 $ ( 8,168 ) $ 1,317 Total intangible assets, net $ 9,485 $ ( 8,168 ) $ 1,317 As of December 31, 2022 Useful Lives Gross Carrying Accumulated Net Carrying Developed technology 3 $ 9,485 $ ( 5,796 ) $ 3,689 Total intangible assets, net $ 9,485 $ ( 5,796 ) $ 3,689 As of September 30, 2023, developed technology has a remaining useful life of 0.4 years. Amortization expense included in research and development expen se was $ 0.8 million for both the three months ended September 30, 2023 and 2022, and $ 2.4 million for both the nine months ended September 30, 2023 and 2022. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 5. ACCRUED EXPENSES At September 30, 2023 and December 31, 2022, accrued expenses consisted of the following (in thousands): September 30, December 31, Accrued compensation $ 3,502 $ 3,198 Accrued clinical and manufacturing costs 2,347 605 Contribution payable 2,540 1,566 Professional services 1,132 436 Other accruals 436 72 Total accrued expenses $ 9,957 $ 5,877 |
Shareholders_ Equity
Shareholders’ Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Shareholders’ Equity | 6. SHAREHOLDERS' EQUITY Common Shares The Company is authorized to issue an unlimited number of Common Shares, which have no par value. As of September 30, 2023, the Company had issued and outstanding 40,094,708 Common Shares. At-The-Market Facility On May 4, 2022, the Company filed a shelf registration statement on Form S-3 (the “Registration Statement”). Pursuant to the Registration Statement, the Company may offer and sell securities having an aggregate public offering price of up to $ 200.0 million. In connection with the filing of the Registration Statement, the Company also entered into a sales agreement with Cantor Fitzgerald & Co. and Oppenheimer & Co. Inc. as sales agents (together, the “Sales Agents”), pursuant to which the Company may issue and sell Common Shares for an aggregate offering price of up to $ 100.0 million under an at-the-market offering program (the “ATM”). Pursuant to the ATM, the Company will pay the Sales Agents a commission rate equal 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 ATM. During the three and nine months ended September 30, 2023, the Company sold 800,700 and 1,402,598 Common Shares for net proceeds of $ 3.1 million and $ 5.0 million under the ATM, respectively. As of September 30, 2023, the Company had raised an aggregate of $ 37.2 million under the ATM and may raise up to an additional $ 62.8 million. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 7. WARRANTS CAD Financing Warrants and CAD Compensation Warrants Between 2020 through 2021, in conjunction with equity offerings, the Company issued units at varying prices per unit in Canadian dollars (“CAD$”), with each unit comprised of one Common Share and one-half of one Common Share financing warrant (each whole warrant, a “CAD Financing Warrant”), and with each CAD Financing Warrant entitling the holder thereof to purchase a Common Share at a specified CAD$ exercise price. In connection with these equity offerings, the Company also issued compensation warrants to its underwriters (the “CAD Compensation Warrants”), with each Compensation Warrant entitling the holder thereof to purchase one unit at a specified CAD$ price per CAD Compensation Warrant, and with each unit purchased thereunder entitling the holder thereof to one Common Share and one-half CAD Financing Warrant. The outstanding CAD Financing Warrants and the CAD Compensation Warrants expire at various dates through March 9, 2024. There was no activity associated with the Company's outstanding CAD Financing Warrants and CAD Compensation Warrants for the nine months ended September 30, 2023. 2022 USD Financing Warrants 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 exercise price of $ 4.25 per Common Share, subject to certain adjustments, and will expire on September 30, 2027 . The below table represents the activity associated with the Company's outstanding liability classified 2022 USD Financing Warrant s for the nine months ended September 30, 2023: 2022 USD Financing Balance at December 31, 2022 7,058,823 Issued — Exercised ( 27,000 ) Expired — Balance at September 30, 2023 7,031,823 The 2022 USD Financing Warrants are liability classified due to being denominated in USD and not the Company's functional currency. 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 Company recognized a gain relating to the change in fair value of the warrant liability of $ 3.0 million for the three months ended September 30, 2023, and a loss relating to the change in fair value of the warrant liability of $ 3.7 million for the nine months ended September 30, 2023. As of September 30, 2023 Balance at December 31, 2022 $ 9,904 Warrant exercise ( 64 ) Change in fair value of the warrant liability 3,671 Balance at September 30, 2023 $ 13,511 |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | 8. STOCK-BASED COMPENSATION Stock Incentive Plans Effective March 7, 2023, the Company amended the definition of "Market Value" under both the MindMed Stock Option Plan (the “Stock Option Plan”) and the Performance and Restricted Share Unit Plan (the “RSU Plan”) to be based upon the closing price of the Company's Common Shares as traded on the Nasdaq Stock Market (the “Amendments”). This change is only applicable for equity compensation awards granted subsequent to the Amendments. Accordingly, stock options granted after March 7, 2023 ("USD options") are denominated in USD, and the grant date fair value of restricted share units granted after March 7, 2023 ("USD RSUs") is denominated in USD. The fair value of both USD options and USD RSUs is based upon the closing price of the Company's Common Shares as traded on the Nasdaq Stock Market. Stock Options On February 27, 2020, the Company adopted the Stock Option Plan to advance the interests of the Company by providing employees, contractors and directors of the Company a performance incentive for continued and improved service with the Company. The Stock Option Plan sets out the framework for determining eligibility as well as the terms of any stock-based compensation granted. The Stock Option Plan was approved by the shareholders as part of the terms of an arrangement agreement (the “Arrangement”) entered into by the Company on October 15, 2019 in connection with the completion of its reverse acquisition, which completed on February 27, 2020 (the “Transaction”). The Company is authorized to issue 15 % of the Company’s outstanding Common Shares under the terms of the Stock Option Plan. The following table summarizes the Company’s stock option activity (excluding 178,006 USD options granted with an average exercise price of $ 3.38 ): Number of Options Weighted Average Exercise Price (CAD$) Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Options outstanding at December 31, 2022 2,190,315 $ 24.29 4.1 $ 4,484 Issued — — — — Exercised ( 13,333 ) 4.95 — 7,333 Forfeited ( 21,246 ) 16.39 — — Expired ( 99,454 ) 15.51 — — Options outstanding at September 30, 2023 2,056,282 $ 24.92 3.5 $ 24,960 Options vested and exercisable at September 30, 2023 1,134,101 $ 25.82 3.1 $ 1,453 The expense recognized related to options was $ 1.7 million and $ 2.0 million for the three months ended September 30, 2023 and 2022, respectively, and $ 5.0 million and $ 6.0 million for the nine months ended September 30, 2023 and 2022, respectively. Restricted Share Units The Company adopted the RSU Plan to advance the interests of the Company by providing employees, contractors and directors of the Company a performance incentive for continued and improved service with the Company. The RSU Plan sets out the framework for determining eligibility as well as the terms of any stock-based compensation granted. The RSU Plan was approved by the shareholders as part of the Arrangement. The fair value has been estimated based on the closing price of the Common Shares on the day prior to the grant. (CAD$) (USD$) Number of RSUs Number of RSUs Weighted Average Grant Date Fair Value Number of RSUs Weighted Average Grant Date Fair Value Balance at December 31, 2022 1,522,793 1,522,793 $ 17.75 — — Granted 1,644,938 — — 1,644,938 3.24 Vested, issued and unissued ( 634,165 ) ( 412,124 ) 20.35 ( 222,041 ) 3.54 Cancelled ( 14,174 ) ( 14,174 ) 3.20 — — Balance at September 30, 2023 2,519,392 1,096,495 $ 16.78 1,422,897 $ 3.20 The expense recognized related to restricted share units was $ 2.5 million an d $ 2.3 mil lion for the three months ended September 30, 2023 and 2022, respectively, and $ 6.6 million and $ 6.2 million for the nine months ended September 30, 2023 and 2022, respectively. 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-executive directors DDSU's which are cash settled awards. Effective June 8, 2023, the Company amended the definition of “Fair Market Value” under the DDSU Plan to be based upon the closing price of the Company’s Common Shares as traded on the Nasdaq Stock Market. This change is only applicable for Directors Deferred Share Units (“DDSUs”) granted subsequent to June 8, 2023. Accordingly, DDSUs granted after June 8, 2023 are denominated in USD. The DDSU Plan states that the fair market value of one DDSU shall be equal to the volume weighted average trading price of a Common Share on the Nasdaq Stock Market for the five business days immediately preceding the valuation date. The DDSU's 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 the three and nine months ended September 30, 2023, stock-based compensation expense of a nominal amount was recognized relating to the revaluation of the vested DDSUs, recorded in general and administrative expense in the accompanying condensed consolidated statements of operations and comprehensive loss. During the nine months ended September 30, 2023, the Company issued 13,131 DDSUs. There were 64,719 DDSUs vested as of September 30, 2023. The liability associated with the outstanding vested DDSU’s was $ 0.3 million as of September 30, 2023 and was recorded within accrued expenses in the accompanying condensed consolidated balance sheets. Stock-based Compensation Expense Stock-based compensation expense for all equity arrangements for the three and nine months ended September 30, 2023 and 2022 was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Research and development $ 2,023 $ 1,424 $ 5,600 $ 5,208 General and administrative 2,203 2,862 6,218 7,123 Total stock-based compensation expense $ 4,226 $ 4,286 $ 11,818 $ 12,331 As of September 30, 2023, there was approximately $ 11.0 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 2.0 years for CAD options, and 2.1 years for USD options. As of September 30, 2023, there was approximately $ 17.3 million of total unrecognized stock-based compensation expense, related to restricted share units granted to employees under the RSU Plan that is expected to be recognized over a weighted average period of 2.0 years for CAD RSUs, and 3.4 years for USD RSUs. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | As of September 30, 2023, the Company had obligations to make future payments, representi ng significant research and development contracts and other commitments that are known and committed in the amount of approximately $ 29.4 million. Most of these agreements are cancelable by the Company with notice. These commitments include agreements related to the cond uct of the 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 condensed consolidated financial statements with respect to these indemnification obligations. |
Credit Facility
Credit Facility | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Credit Facility | 10. CREDIT FACILITY On August 11, 2023 (the “Closing Date”), the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with K2 HealthVentures LLC (“K2HV”, together with any other lender from time to time, the "Lenders"), as administrative agent and Canadian collateral agent for the Lenders, and Ankura Trust Company, LLC, as collateral trustee for the Lenders. The Loan Agreement provides for up to an aggregate principal amount of $ 50.0 million in term loans (the “Term Loan”) consisting of a first tranche term loan of $ 15.0 million funded on the Closing Date, subsequent tranches of term loans totaling $ 20.0 million to be funded upon the achievement of certain time-based, clinical and regulatory milestones, and an additional tranche term loan of up to $ 15.0 million upon the Company’s request, subject to review by the Lenders of certain information from the Company and discretionary approval by the Lenders. On the Closing Date, the Company paid a facility fee of $ 0.3 million to K2HV. The Term Loan matures on August 1, 2027 , and the obligations of the Company under the Loan Agreement are secured by substantially all of the assets of the Company, excluding intellectual property. The Term Loan bears a variable interest rate equal to the greater of (i) 10.95 % and (ii) the sum of (a) the prime rate as reported in The Wall Street Journal plus (b) 2.95 %. The Company may prepay, at its option, all, but not less than all, of the outstanding principal balance and all accrued and unpaid interest with respect to the principal balance being prepaid of the Term Loan, subject to certain prepayment notice requirements; provided that such prepayment notice may be conditioned upon the effectiveness of a refinancing or any other transaction, in which case such prepayment notice may be revoked by the Company. The Lenders may elect at any time following the Closing Date and prior to the full repayment of the Term Loan to convert any portion of the principal amount of the term loans then outstanding, up to an aggregate principal amount of $ 4.0 million, into the Company’s Common Shares (the “Conversion Shares”), at a conversion price equal to $ 4.01 per Conversion Share, subject to certain limitations. The embedded conversion option qualifies for a scope exception from derivative accounting because it is both indexed to the Company’s own shares and meets the conditions for equity classification. The Loan Agreement contains customary representations and warranties and affirmative and negative covenants, including covenants that limit or restrict the Company's ability to, among other things: dispose of assets; make changes to the Company's business, management, ownership or business locations; merge or consolidate; incur additional indebtedness, encumbrances or liens; pay dividends or other distributions or repurchase equity; make investments; and enter into certain transactions with affiliates, in each case subject to certain exceptions. The Company is in compliance with the Loan Agreement as of September 30, 2023. The Company recorded $ 0.2 million in interest expense for the three and nine months ended September 30, 2023. Future expected repayments of principal amount due on the credit facility as of September 30, 2023 are as follows (in thousands): Remainder of 2023 $ - 2024 - 2025 4,522 2026 6,026 2027 4,452 Total principal repayments $ 15,000 Unamortized debt issuance costs ( 932 ) Total credit facility, non-current, net $ 14,068 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2022, which are included in the Company’s 2022 Annual Report on Form 10-K filed with the SEC on March 9, 2023 (the “2022 Annual Report”). The Company’s significant accounting policies are disclosed in the audited financial statements for the periods ended December 31, 2022 and 2021, included in the 2022 Annual Report. Since the date of those financial statements, there have been no changes to the Company's significant accounting policies. The accompanying condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“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 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 condensed consolidated financial statements. |
Foreign Currency | Foreign Currency The Company’s reporting currency is the U.S. dollar. The Company's functional currency is the Canadian dollar (“CAD”). The local currency of the Company’s foreign affiliates is generally their functional currency. Accordingly, the assets and liabilities of the foreign affiliates and the parent entity are translated from their respective functional currency to U.S. dollars using fiscal year-end exchange rates, income and expense accounts are translated at the average rates in effect during the fiscal year and equity accounts are translated at historical rates. Transactions denominated in currencies other than the functional currency are remeasured to the functional currency at the exchange rate on the transaction date. Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured at period-end using the period-end exchange rate. |
Cash and Cash Equivalents | Cash and 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 and cash equivalents. As of September 30, 2023, 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, at times, may exceed federally insured limits. The Company had cash equivalents of $ 115.3 million as of September 30, 2023, and $ 131.7 million as of December 31, 2022. |
Recent Accounting Pronouncements | Recent Ac counting Pronouncements From time to time, new accounting pronouncements are issued by FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position, results of operations, or cash flows upon adoption. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022, and the fair value hierarchy of the valuation techniques utilized. September 30, 2023 Level 1 Level 2 Level 3 Total Financial assets: Cash equivalents $ 115,339 $ — $ — $ 115,339 Financial liabilities: Directors' Deferred Share Unit Liability $ 284 $ — $ — $ 284 2022 USD Financing Warrant Liability $ — $ — $ 13,511 $ 13,511 December 31, 2022 Level 1 Level 2 Level 3 Total Financial assets: Cash equivalents $ 131,702 $ — $ — $ 131,702 Financial liabilities: Directors' Deferred Share Unit Liability $ 124 $ — $ — $ 124 2022 USD Financing Warrant Liability $ — $ — $ 9,904 $ 9,904 |
Schedule of Assumptions used to Determine Fair Value of 2022 USD Financing Warrants | The fair value of the warrant liability is measured at fair value on a recurring basis. The warrants to purchase 7,058,823 Common Shares issued in our underwritten public offering that closed on September 30, 2022 (the “2022 USD Financing Warrants”) are classified as Level 3 in the fair value hierarchy and are determined using the Black-Scholes option pricing model using the following assumptions: As of September 30, 2023 As of December 31, 2022 Share price $ 3.13 $ 2.20 Expected volatility 90.84 % 97.08 % Risk-free rate 4.59 % 3.94 % Expected life 4.00 years 4.75 years |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Carrying Value of Intangible Assets | The following table summarizes the carrying value of the Company's intangible assets (in thousands): As of September 30, 2023 Useful Lives Gross Carrying Accumulated Net Carrying Developed technology 3 $ 9,485 $ ( 8,168 ) $ 1,317 Total intangible assets, net $ 9,485 $ ( 8,168 ) $ 1,317 As of December 31, 2022 Useful Lives Gross Carrying Accumulated Net Carrying Developed technology 3 $ 9,485 $ ( 5,796 ) $ 3,689 Total intangible assets, net $ 9,485 $ ( 5,796 ) $ 3,689 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses | At September 30, 2023 and December 31, 2022, accrued expenses consisted of the following (in thousands): September 30, December 31, Accrued compensation $ 3,502 $ 3,198 Accrued clinical and manufacturing costs 2,347 605 Contribution payable 2,540 1,566 Professional services 1,132 436 Other accruals 436 72 Total accrued expenses $ 9,957 $ 5,877 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of Outstanding Liability Classified as Warrants | The below table represents the activity associated with the Company's outstanding liability classified 2022 USD Financing Warrant s for the nine months ended September 30, 2023: 2022 USD Financing Balance at December 31, 2022 7,058,823 Issued — Exercised ( 27,000 ) Expired — Balance at September 30, 2023 7,031,823 |
Schedule of Warrants Liability | As of September 30, 2023 Balance at December 31, 2022 $ 9,904 Warrant exercise ( 64 ) Change in fair value of the warrant liability 3,671 Balance at September 30, 2023 $ 13,511 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | Number of Options Weighted Average Exercise Price (CAD$) Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Options outstanding at December 31, 2022 2,190,315 $ 24.29 4.1 $ 4,484 Issued — — — — Exercised ( 13,333 ) 4.95 — 7,333 Forfeited ( 21,246 ) 16.39 — — Expired ( 99,454 ) 15.51 — — Options outstanding at September 30, 2023 2,056,282 $ 24.92 3.5 $ 24,960 Options vested and exercisable at September 30, 2023 1,134,101 $ 25.82 3.1 $ 1,453 |
Schedule of Restricted Share Units | The Company adopted the RSU Plan to advance the interests of the Company by providing employees, contractors and directors of the Company a performance incentive for continued and improved service with the Company. The RSU Plan sets out the framework for determining eligibility as well as the terms of any stock-based compensation granted. The RSU Plan was approved by the shareholders as part of the Arrangement. The fair value has been estimated based on the closing price of the Common Shares on the day prior to the grant. (CAD$) (USD$) Number of RSUs Number of RSUs Weighted Average Grant Date Fair Value Number of RSUs Weighted Average Grant Date Fair Value Balance at December 31, 2022 1,522,793 1,522,793 $ 17.75 — — Granted 1,644,938 — — 1,644,938 3.24 Vested, issued and unissued ( 634,165 ) ( 412,124 ) 20.35 ( 222,041 ) 3.54 Cancelled ( 14,174 ) ( 14,174 ) 3.20 — — Balance at September 30, 2023 2,519,392 1,096,495 $ 16.78 1,422,897 $ 3.20 |
Summary of Stock-based Compensation Expense | Stock-based compensation expense for all equity arrangements for the three and nine months ended September 30, 2023 and 2022 was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Research and development $ 2,023 $ 1,424 $ 5,600 $ 5,208 General and administrative 2,203 2,862 6,218 7,123 Total stock-based compensation expense $ 4,226 $ 4,286 $ 11,818 $ 12,331 |
Credit Facility (Tables)
Credit Facility (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Future Expected Repayments of Principal Amount Due on Credit Facility | Future expected repayments of principal amount due on the credit facility as of September 30, 2023 are as follows (in thousands): Remainder of 2023 $ - 2024 - 2025 4,522 2026 6,026 2027 4,452 Total principal repayments $ 15,000 Unamortized debt issuance costs ( 932 ) Total credit facility, non-current, net $ 14,068 |
Description of the Business - A
Description of the Business - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated Deficit | $ (266,336) | $ (194,468) |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Cash equivalents | $ 115.3 | $ 131.7 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | ||
Goodwill | $ 19,918 | $ 19,918 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Financial Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | $ 115,339 | $ 131,702 |
Directors' Deferred Share Unit Liability | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Financial liabilities | 284 | 124 |
2022 USD Financing Warrant Liability | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Financial liabilities | 13,511 | 9,904 |
Level 1 | ||
Financial Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 115,339 | 131,702 |
Level 1 | Directors' Deferred Share Unit Liability | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Financial liabilities | 284 | 124 |
Level 3 | 2022 USD Financing Warrant Liability | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Financial liabilities | $ 13,511 | $ 9,904 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair value of assets transfers into Level 3 | $ 0 | $ 0 | |
Fair value of assets transfers out of Level 3 | 0 | 0 | |
Fair value of liabilities transfers into Level 3 | $ 0 | $ 0 | |
Common stock, shares issued | 40,094,708 | 37,979,136 | |
2022 USD Financing Warrant Liability | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Common stock, shares issued | 7,058,823 | 7,058,823 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Schedule of Assumptions used to Determine Fair Value of 2022 USD Financing Warrants (Details) | Sep. 30, 2023 $ / shares | Dec. 31, 2022 $ / shares |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants, Valuation Technique [Extensible Enumeration] | us-gaap:ValuationTechniqueOptionPricingModelMember | us-gaap:ValuationTechniqueOptionPricingModelMember |
Share price | Level 3 | 2022 USD Financing Warrant Liability | Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Measurement input | 3.13 | 2.2 |
Expected volatility | Level 3 | 2022 USD Financing Warrant Liability | Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Measurement input | 90.84 | 97.08 |
Risk-free Rate | Level 3 | 2022 USD Financing Warrant Liability | Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Measurement input | 4.59 | 3.94 |
Expected life | Level 3 | 2022 USD Financing Warrant Liability | Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Expected life | 4 years | 4 years 9 months |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill acquired during period | $ 0 | |||
Impairment charges of goodwill | $ 0 | $ 0 | 0 | $ 0 |
Amortization of Intangible Assets | 800,000 | 800,000 | 2,372,000 | 2,390,000 |
Indication of impairment of goodwill and long-lived assets | $ 0 | $ 0 | $ 0 | $ 0 |
Development Technology | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets remaining useful life | 4 months 24 days | 4 months 24 days |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Summary of Carrying Value of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross Carrying Value | $ 9,485 | $ 9,485 |
Intangible assets, Accumulated Amortization | (8,168) | (5,796) |
Intangible assets, Net Carrying Value | $ 1,317 | $ 3,689 |
Development Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Useful Lives (in years) | 3 years | 3 years |
Intangible assets, Gross Carrying Value | $ 9,485 | $ 9,485 |
Intangible assets, Accumulated Amortization | (8,168) | (5,796) |
Intangible assets, Net Carrying Value | $ 1,317 | $ 3,689 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 3,502 | $ 3,198 |
Accrued clinical and manufacturing costs | 2,347 | 605 |
Contribution payable | 2,540 | 1,566 |
Professional services | 1,132 | 436 |
Other accruals | 436 | 72 |
Total accrued expenses | $ 9,957 | $ 5,877 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
May 04, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock, no par value | $ 0 | $ 0 | ||||
Number of shares issued and outstanding | 40,094,708 | 40,094,708 | ||||
Sale of securities aggregate public offering price | $ 200,000 | |||||
Net proceeds from common stock | $ 4,943 | $ 41,567 | ||||
Sale of securities aggregate public offering price, additional amount | $ 62,800 | $ 62,800 | ||||
Common stock, shares issued | 40,094,708 | 40,094,708 | 37,979,136 | |||
Common stock, shares outstanding | 40,094,708 | 40,094,708 | 37,979,136 | |||
Common Stock | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock issued during period | 800,700 | 9,014,371 | 1,402,598 | 9,014,371 | ||
At The Market Offering Program [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Sale of securities aggregate public offering price | $ 100,000 | $ 37,200 | ||||
Percentage Of Gross Proceeds Sale Of Common Shares Payable As Sales Agents Commission Rate | 3% | |||||
Net proceeds from common stock | $ 3,100 | $ 5,000 | ||||
Stock issued during period | 800,700 | 1,402,598 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Class Of Warrant Or Right [Line Items] | ||||
Common stock, shares issued | 40,094,708 | 40,094,708 | 37,979,136 | |
Change in fair value of the warrant liability | $ (3,020) | $ 3,671 | ||
Common share and warrant public offering expire date | Sep. 30, 2027 | |||
Underwritten Public Offering | ||||
Class Of Warrant Or Right [Line Items] | ||||
Common stock, shares issued | 7,058,823 | |||
2022 USD Financing Warrant Liability | ||||
Class Of Warrant Or Right [Line Items] | ||||
Common stock, shares issued | 7,058,823 | 7,058,823 | 7,058,823 | |
Change in fair value of the warrant liability | $ (3,000) | $ 3,671 | ||
Common Share and Warrant Public Offering | ||||
Class Of Warrant Or Right [Line Items] | ||||
Common shares at an initial excercise price | $ 4.25 |
Warrants - Summary of Outstandi
Warrants - Summary of Outstanding Liability Classified as Warrants (Details) - 2022 USD Financing Warrant Liability | 9 Months Ended |
Sep. 30, 2023 shares | |
Class of Warrant or Right [Line Items] | |
Beginning balance, shares | 7,058,823 |
Issued, shares | 0 |
Exercised, shares | (27,000) |
Expired, shares | 0 |
Ending balance, shares | 7,031,823 |
Warrants - Schedule of Warrants
Warrants - Schedule of Warrants Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Class Of Warrant Or Right [Line Items] | ||
Change in fair value of the warrant liability | $ (3,020) | $ 3,671 |
2022 USD Financing Warrant Liability | ||
Class Of Warrant Or Right [Line Items] | ||
Balance at December 31, 2022 | 9,904 | |
Warrant exercise | (64) | |
Change in fair value of the warrant liability | (3,000) | 3,671 |
Balance at September 30, 2023 | $ 13,511 | $ 13,511 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Feb. 27, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares, issued | 13,131 | |||||
Weighted average exercise price, issued | $ 3.38 | |||||
Number of shares, vested | 64,719 | |||||
Stock-based compensation expense recognized | $ 4,226 | $ 4,286 | $ 11,818 | $ 12,331 | ||
Accrued expenses | 9,957 | 9,957 | $ 5,877 | |||
Unrecognized stock-based compensation expense related to unvested options granted | 11,000 | $ 11,000 | ||||
CAD | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Weighted average period for recognition of unvested options granted | 2 years | |||||
USD | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares, granted | 178,006 | |||||
Weighted average period for recognition of unvested options granted | 2 years 1 month 6 days | |||||
General and Administrative | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense recognized | 2,203 | 2,862 | $ 6,218 | 7,123 | ||
Restricted Share Units | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares, granted | 1,644,938 | |||||
Stock-based compensation expense recognized | 2,500 | 2,300 | $ 6,600 | 6,200 | ||
Unrecognized stock-based compensation expense related to unvested options granted | 17,300 | $ 17,300 | ||||
Restricted Share Units | CAD | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Weighted average period for recognition of unvested options granted | 2 years | |||||
Restricted Share Units | USD | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares, granted | 1,644,938 | |||||
Weighted average period for recognition of unvested options granted | 3 years 4 months 24 days | |||||
Directors' Deferred Share Unit Plan | General and Administrative | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Accrued expenses | 300 | $ 300 | ||||
Stock Option | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense recognized | $ 1,700 | $ 2,000 | $ 5,000 | $ 6,000 | ||
MindMed Stock Option Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting percentage | 15% | |||||
Vesting rights, description | The Stock Option Plan was approved by the shareholders as part of the terms of an arrangement agreement (the “Arrangement”) entered into by the Company on October 15, 2019 in connection with the completion of its reverse acquisition, which completed on February 27, 2020 (the “Transaction”). The Company is authorized to issue 15% of the Company’s outstanding Common Shares under the terms of the Stock Option Plan. |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 CAD ($) $ / shares shares | Dec. 31, 2022 CAD ($) $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | ||
Number of options, outstanding | shares | 2,190,315 | |
Number of options, exercised | shares | (13,333) | |
Number of options, forfeited | shares | (21,246) | |
Number of options, expired | shares | (99,454) | |
Number of options, outstanding | shares | 2,056,282 | 2,190,315 |
Number of options, vested and exercisable | shares | 1,134,101 | |
Weighted average exercise price, outstanding | $ / shares | $ 24.29 | |
Weighted average exercise price, exercised | $ / shares | 4.95 | |
Weighted average exercise price, forfeited | $ / shares | 16.39 | |
Weighted average exercise price, expired | $ / shares | 15.51 | |
Weighted average exercise price, outstanding | $ / shares | 24.92 | $ 24.29 |
Weighted average exercise price, vested and exercisable | $ / shares | $ 25.82 | |
Weighted average remaining contractual life (Years), outstanding | 3 years 6 months | 4 years 1 month 6 days |
Weighted average remaining contractual life (Years), vested and exercisable | 3 years 1 month 6 days | |
Aggregate intrinsic value, outstanding | $ | $ 4,484 | |
Aggregate intrinsic value, exercised | $ | 7,333 | |
Aggregate intrinsic value, outstanding | $ | 24,960 | $ 4,484 |
Aggregate intrinsic value, vested and exercisable | $ | $ 1,453 |
Stock-based Compensation - Sc_2
Stock-based Compensation - Schedule of Restricted Share Units (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
USD | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares, granted | 178,006 |
Restricted Share Units | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares, beginning balance | 1,522,793 |
Number of shares, granted | 1,644,938 |
Number of shares, vested, issued and unissued | (634,165) |
Number of shares, cancelled | (14,174) |
Number of shares, ending balance | 2,519,392 |
Restricted Share Units | CAD | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares, beginning balance | 1,522,793 |
Number of shares, vested, issued and unissued | (412,124) |
Number of shares, cancelled | (14,174) |
Number of shares, ending balance | 1,096,495 |
Weighted average grant date fair value, beginning balance | $ / shares | $ 17.75 |
Weighted average grant date fair value, vested, issued and unissued | $ / shares | 20.35 |
Weighted average grant date fair value, cancelled | $ / shares | 3.2 |
Weighted average grant date fair value, ending balance | $ / shares | $ 16.78 |
Restricted Share Units | USD | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares, granted | 1,644,938 |
Number of shares, vested, issued and unissued | (222,041) |
Number of shares, ending balance | 1,422,897 |
Weighted average grant date fair value, granted | $ / shares | $ 3.24 |
Weighted average grant date fair value, vested and unissued | $ / shares | 3.54 |
Weighted average grant date fair value, ending balance | $ / shares | $ 3.2 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 4,226 | $ 4,286 | $ 11,818 | $ 12,331 |
Research and Development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 2,023 | 1,424 | 5,600 | 5,208 |
General and Administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 2,203 | $ 2,862 | $ 6,218 | $ 7,123 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | Sep. 30, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Other commitment | $ 29.4 |
Credit Facility - Additional In
Credit Facility - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Aug. 11, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | |
Line of Credit Facility [Line Items] | |||
Payment of facility fee | $ 802,000 | ||
Description of the interest rate | The Term Loan bears a variable interest rate equal to the greater of (i) 10.95% and (ii) the sum of (a) the prime rate as reported in The Wall Street Journal plus (b) 2.95%. | ||
Interest expense | $ 200,000 | $ 200,000 | |
Loan and Security Agreement | K2HV | Term Loan | |||
Line of Credit Facility [Line Items] | |||
Aggregate principal amount | $ 50,000,000 | ||
Payment of facility fee | $ 300,000 | ||
Debt instrument, maturity date | Aug. 01, 2027 | ||
Conversion price per share | $ 4.01 | ||
Loan and Security Agreement | K2HV | Term Loan | Maximum | |||
Line of Credit Facility [Line Items] | |||
Debt instrument convertible, conversion feature principal | $ 4,000,000 | ||
Loan and Security Agreement | K2HV | Term Loan | Minimum | |||
Line of Credit Facility [Line Items] | |||
Debt instrument interest rate | 10.95% | ||
Loan and Security Agreement | K2HV | Term Loan | Prime Rate | |||
Line of Credit Facility [Line Items] | |||
Term Loan bears a variable interest rate | 2.95% | ||
Loan and Security Agreement | K2HV | Term Loan | First Tranche Term Loan | |||
Line of Credit Facility [Line Items] | |||
Aggregate principal amount | $ 15,000,000 | ||
Loan and Security Agreement | K2HV | Term Loan | Subsequent Tranche Term Loan | |||
Line of Credit Facility [Line Items] | |||
Aggregate principal amount | 20,000,000 | ||
Loan and Security Agreement | K2HV | Term Loan | Additional Tranche Term Loan | |||
Line of Credit Facility [Line Items] | |||
Aggregate principal amount | $ 15,000,000 |
Credit Facility - Schedule of F
Credit Facility - Schedule of Future Expected Repayments of Principal Amount Due on Credit Facility (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2025 | $ 4,522 |
2026 | 6,026 |
2027 | 4,452 |
Total principal repayments | 15,000 |
Unamortized debt issuance costs | (932) |
Total credit facility, non-current, net | $ 14,068 |