Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 23, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
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 | 71,872,422 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 252,332 | $ 99,704 |
Prepaid and other current assets | 3,139 | 4,168 |
Total current assets | 255,471 | 103,872 |
Goodwill | 19,918 | 19,918 |
Intangible assets, net | 527 | |
Other non-current assets | 144 | 224 |
Total assets | 275,533 | 124,541 |
Current liabilities: | ||
Accounts payable | 7,595 | 4,136 |
Accrued expenses | 9,974 | 11,634 |
2022 USD Financing Warrants | 47,700 | 16,476 |
Total current liabilities | 65,269 | 32,246 |
Credit facility, long-term | 14,190 | 14,129 |
Other liabilities, long-term | 15 | 32 |
Total liabilities | 79,474 | 46,407 |
Commitments and contingencies (Note 9) | ||
Shareholders' Equity: | ||
Common shares, no par value, unlimited authorized as of March 31, 2024 and December 31, 2023; 71,163,720 and 41,101,303 issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | ||
Additional paid-in capital | 539,823 | 367,991 |
Accumulated other comprehensive income | 836 | 343 |
Accumulated deficit | (344,600) | (290,200) |
Total shareholders' equity | 196,059 | 78,134 |
Total liabilities and shareholders' equity | $ 275,533 | $ 124,541 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Common stock, par value | $ 0 | $ 0 |
Common stock, shares authorized | Unlimited | Unlimited |
Common stock, shares issued | 71,163,720 | 41,101,303 |
Common stock, shares outstanding | 71,163,720 | 41,101,303 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating expenses: | ||
Research and development | $ 11,705 | $ 12,599 |
General and administrative | 10,499 | 8,263 |
Total operating expenses | 22,204 | 20,862 |
Loss from operations | (22,204) | (20,862) |
Other income/(expense): | ||
Interest income | 1,656 | 1,360 |
Interest expense | (434) | (76) |
Foreign exchange loss, net | (525) | (52) |
Change in fair value of 2022 USD Financing Warrants | (32,893) | (5,185) |
Total other expense, net | (32,196) | (3,953) |
Net loss | (54,400) | (24,815) |
Other comprehensive loss | ||
Gain on foreign currency translation | 493 | 14 |
Comprehensive loss | $ (53,907) | $ (24,801) |
Net loss per common share, basic | $ (1.14) | $ (0.65) |
Net loss per common share, diluted | $ (1.14) | $ (0.65) |
Weighted-average common shares, basic | 47,860,757 | 38,077,251 |
Weighted-average common shares, diluted | 47,860,757 | 38,077,251 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | 2022 USD Financing Warrants | Common Stock | Common Stock 2022 USD Financing Warrants | Additional Paid-In Capital | Additional Paid-In Capital 2022 USD Financing Warrants | Accumulated OCI | Accumulated Deficit |
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, net of share issuance costs | 583 | 583 | ||||||
Issuance of common shares, net of share issuance costs, Shares | 198,113 | |||||||
Settlement of restricted share unit awards | 112,862 | |||||||
Stock-based compensation expense | 3,645 | 3,645 | ||||||
Net loss and comprehensive loss | (24,801) | 14 | (24,815) | |||||
Balance at Mar. 31, 2023 | 130,344 | 348,986 | 641 | (219,283) | ||||
Balance, Shares at Mar. 31, 2023 | 38,290,111 | |||||||
Balance at Dec. 31, 2023 | 78,134 | 367,991 | 343 | (290,200) | ||||
Balance, Shares at Dec. 31, 2023 | 41,101,303 | |||||||
Issuance of common shares, net of share issuance costs | 164,298 | 164,298 | ||||||
Issuance of common shares, net of share issuance costs, Shares | 29,338,553 | |||||||
Issuance of common shares upon settlement of restricted share unit awards, net of shares withheld for tax | (54) | (54) | ||||||
Issuance of common shares upon settlement of restricted share unit awards, net of shares withheld for tax, Shares | 204,968 | |||||||
Exercise of warrants | $ 3,369 | $ 3,369 | ||||||
Exercise of warrants, Shares | 400,000 | |||||||
Stock-based compensation expense | 3,689 | 3,689 | ||||||
Exercise of stock options | $ 530 | 530 | ||||||
Exercise of stock options, Shares | 118,896 | 118,896 | ||||||
Net loss and comprehensive loss | $ (53,907) | 493 | (54,400) | |||||
Balance at Mar. 31, 2024 | $ 196,059 | $ 539,823 | $ 836 | $ (344,600) | ||||
Balance, Shares at Mar. 31, 2024 | 71,163,720 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities | ||
Net loss | $ (54,400) | $ (24,815) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 4,470 | 3,750 |
Amortization of intangible assets | 527 | 791 |
Change in fair value of 2022 USD Financing Warrants | 32,893 | 5,185 |
Unrealized foreign exchange | 514 | |
Other non-cash adjustments | 75 | 14 |
Changes in operating assets and liabilities: | ||
Prepaid and other current assets | 468 | 909 |
Other noncurrent assets | 66 | 18 |
Accounts payable | 1,509 | 209 |
Accrued expenses | (2,703) | 703 |
Other liabilities, long-term | (17) | (95) |
Net cash used in operating activities | (16,598) | (13,331) |
Cash flows from financing activities | ||
Proceeds from the Offering and Private Placement | 175,000 | |
Payment of issuance costs from the Offering and Private Placement | (8,720) | |
Payment of credit facility issuance costs | (128) | |
Proceeds from the at-the-market offering program, net of issuance costs | 984 | 583 |
Proceeds from exercise of warrants | 1,700 | |
Proceeds from exercise of options | 465 | |
Withholding taxes paid on vested RSUs | (54) | |
Net cash provided by financing activities | 169,247 | 583 |
Effect of exchange rate changes on cash | (21) | 15 |
Net increase/(decrease) in cash and cash equivalents | 152,628 | (12,733) |
Cash and cash equivalents, beginning of period | 99,704 | 142,142 |
Cash and cash equivalents, end of period | 252,332 | $ 129,409 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 434 | |
Supplemental Noncash Disclosures | ||
Conversion of 2022 USD Financing Warrants to common shares upon exercise of warrants | 1,669 | |
Unpaid issuance costs for the Offering and Private Placement | 2,340 | |
Proceeds from exercise of options in prepaid and other current assets | 65 | |
Reclass of deferred financing fees to additional paid-in capital | $ 332 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (54,400) | $ (24,815) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Nature of Operations
Nature of Operations | 3 Months Ended |
Mar. 31, 2024 | |
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 MM120 and MM402, the Company’s lead product candidates. As of March 31, 2024, the Company had an accumulated deficit of $ 344.6 million. Through March 31, 2024, the Company’s financial support has primarily been provided by proceeds from the issuance of its common shares, no par value per share (“Common Shares”) and warrants to purchase Common Shares, and the Company’s credit facility. As the Company continues its expansion, it may seek additional financing and/or strategic investments; however, there can be no assurance that any additional financing or strategic investments will be available to the Company on acceptable terms, if at all. If events or circumstances occur such that the Company does not obtain additional funding, it will most likely be required to reduce its plans and/or certain discretionary spending, which could have a material adverse effect on the Company’s ability to achieve its intended business objectives. The accompanying 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 the first sale of its common equity securities under an effective Securities Act of 1933 registration statement or such earlier time that it is no longer an emerging growth company. In the opinion of management, these unaudited interim condensed consolidated financial statements reflect all adjustments necessary for a fair presentation of our financial position and results of operations and cash flows for the periods presented |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
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, 2023, which are included in the Company’s 2023 Annual Report on Form 10-K filed with the SEC on February 28, 2024 (the “2023 Annual Report”). The Company’s significant accounting policies are disclosed in the audited financial statements for the periods ended December 31, 2023 and 2022, included in the 2023 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 of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification and as amended by Accounting Standards Updates of FASB. The 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 March 31, 2024, 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 $ 249.1 million as of March 31, 2024, and $ 96.7 million as of December 31, 2023. Recent Issued Accounting 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. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (“ASU 2023-07”). ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within the segment measure of profit or loss. This guidance will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023, and interim reporting periods in fiscal years beginning after December 31, 2024. The Company does not expect implementation of the new guidance to have a material impact on its consolidated financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09"). ASU 2023-09 requires annual disclosures of specific categories in the rate reconciliation, additional information for reconciling items that meet a quantitative threshold and a disaggregation of income taxes paid, net of refunds. ASU 2023-09 also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. ASU 2023-09 is effective for the annual reporting periods in fiscal years beginning after December 31, 2024. Early adoption is permitted. ASU 2023-09 should be applied prospectively. Retrospective adoption is permitted. The Company is currently assessing the impact this standard will have on the Company’s consolidated financial statements. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 3. 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 March 31, 2024 and December 31, 2023 (in thousands), 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. March 31, 2024 Level 1 Level 2 Level 3 Total Financial assets: Cash equivalents $ 249,137 $ — $ — $ 249,137 Financial liabilities: Directors' Deferred Share Unit Liability $ 1,168 $ — $ — $ 1,168 2022 USD Financing Warrant Liability $ — $ — $ 47,700 $ 47,700 December 31, 2023 Level 1 Level 2 Level 3 Total Financial assets: Cash equivalents $ 96,682 $ — $ — $ 96,682 Financial liabilities: Directors' Deferred Share Unit Liability $ 387 $ — $ — $ 387 2022 USD Financing Warrant Liability $ — $ — $ 16,476 $ 16,476 There were no transfers into or out of Level 1, Level 2, or Level 3 during the three months ended March 31, 2024 and the year ended December 31, 2023. 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 March 31, 2024 As of December 31, 2023 Share price $ 9.40 $ 3.66 Expected volatility 89.00 % 94.72 % Risk-free rate 4.26 % 3.87 % Expected life 3.50 years 3.75 years |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | 4. GOODWILL AND INTANGIBLE ASSETS, NET Goodwill During the three months ended March 31, 2024, the Company has made no additions to its outstanding goodwill. There were no triggering events identified, no indication of impairment of the Company’s goodwill and long-lived assets, and no impairment charges recorded during the three months ended March 31, 2024 and 2023, respectively. Intangible assets, net The Company's intangible assets were fully amortized as of March 31, 2024. The following table summarizes the carrying value of the Company's intangible assets as of December 31, 2023 (in thousands): As of December 31, 2023 Useful Lives Gross Carrying Accumulated Net Carrying Developed technology 3 $ 9,485 $ ( 8,958 ) $ 527 Total intangible assets, net $ 9,485 $ ( 8,958 ) $ 527 Amortization expense included in research and development expense was $ 0.5 million and $ 0.8 million for the three m onths ended March 31, 2024 and 2023. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 5. ACCRUED EXPENSES At March 31, 2024 and December 31, 2023, accrued expenses consisted of the following (in thousands): March 31, December 31, Contribution payable $ 2,841 $ 2,841 Professional services 2,491 2,022 Accrued compensation 1,625 4,139 Accrued clinical and manufacturing costs 1,558 1,884 Directors' Deferred Share Unit Liability 1,168 387 Other accruals 291 361 Total accrued expenses $ 9,974 $ 11,634 |
Shareholders_ Equity
Shareholders’ Equity | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024, the Company had 71,163,720 Common Shares issued and outstanding. 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 (the “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 months ended March 31, 2024, the Company sold 171,886 Common Shares for net proceeds of $ 0.7 million under the ATM. As of March 7, 2024, the Company had raised an aggregate of $ 40.9 million under the ATM and had the remaining availability of $ 59.1 million. On March 7, 2024, the Company announced that it had delivered written notice to the Sales Agents that it was suspending and terminating the ATM prospectus, dated May 16, 2022. The Company will not make any sales of its Common Shares pursuant to the Sales Agreement, unless and until a new prospectus, prospectus supplement or registration statement is filed. Other than the termination of the ATM prospectus, the Sales Agreement remains in full force and effect. The Offering and Private Placement On March 7, 2024, the Company entered into an underwriting agreement with Leerink Partners LLC and Cantor Fitzgerald & Co., as representatives of the underwriters named therein, in connection with the issuance and sale by the Company in an underwritten offering (the “Offering”) of 16,666,667 Common Shares, at an offering price of $ 6.00 per Offering Share, less underwriting discounts and commissions. The net proceeds to the Company from the Offering were $ 93.5 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. Also on March 7, 2024, the Company entered into a securities purchase agreement with certain investors, pursuant to which the investors agreed to purchase, and the Company agreed to sell 12,500,000 Common Shares (the “Private Placement Shares”), at a price of $ 6.00 per Private Placement Share, in a private placement transaction (the “Private Placement”). The net proceeds to the Company from the Private Placement were $ 70.1 million, after deducting fees and expenses payable by the Company. The Company intends to use the net proceeds from the Offering and the Private Placement for (i) the research and development of the Company’s product candidates and (ii) working capital and general corporate purposes. The Offering and the Private Placement closed on March 11, 2024. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2024 | |
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. All CAD Financing Warrants and the CAD Compensation Warrants have expired as of March 9, 2024 . 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 exercis able for one Common Share at an initial exercise price of $ 4.25 per Common Share, subject to certain adjustments, and will expire on September 30, 2027 . The below table represents the activity associated with the Company's outstanding liability classified 2022 USD Financing Warrants for the three months ended March 31, 2024. 2022 USD Financing Balance at December 31, 2023 7,031,823 Issued — Exercised ( 400,000 ) Expired — Balance at March 31, 2024 6,631,823 The 2022 USD Financing Warrants are liability classified. Accordingly, the 2022 USD Financing Warrants are recognized at fair value upon issuance and are adjusted to fair value at the end of each reporting period. Any change in fair value is recognized on the condensed consolidated statements of operations and comprehensive loss. The below table summarizes the activity of the outstanding liability for the 2022 USD Financing Warrants for the three months ended March 31, 2024 (in thousands): As of March 31, 2024 Balance at December 31, 2023 $ 16,476 Warrant exercise ( 1,669 ) Change in fair value of the warrant liability 32,893 Balance at March 31, 2024 $ 47,700 |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | 8. STOCK-BASED COMPENSATION Stock Incentive Plan Effective March 7, 2023, the Company amended the definitions of “Fair Market Value” and “Market Value” under the MindMed Stock Option Plan (the “Stock Option Plan”) and the Performance and Restricted Share Unit Plan (the “RSU Plan”), respectively, to be based upon the closing price of the Company's Common Shares as traded on the Nasdaq Stock Market on the last trading day on which Common Shares traded prior to the day on which an equity award is granted (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, together with Common Shares that are issuable pursuant to outstanding awards or grants under any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares, including the RSU Plan. The following table summarizes the Company’s stock option activity: (CAD$) (USD$) Number of Options Number of Options Weighted Average Exercise Price Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Options outstanding at December 31, 2023 2,161,734 1,983,728 $ 25.26 178,006 $ 3.38 Issued 1,706,250 — — 1,706,250 4.98 Exercised ( 118,896 ) ( 108,361 ) 6.22 ( 10,535 ) 2.98 Forfeited ( 50,545 ) ( 19,680 ) 15.67 ( 30,865 ) 3.14 Expired ( 2,415 ) ( 2,415 ) 25.65 — — Options outstanding at March 31, 2024 3,696,128 1,853,272 $ 26.47 1,842,856 $ 4.87 6.5 $ 10,082,932 Options vested and exercisable at March 31, 2024 1,329,354 1,228,561 $ 27.72 100,793 $ 4.04 3.3 $ 2,330,661 The expense recognized related to options during the three months ended March 31, 2024 and 2023 was $ 1.6 million and $ 1.7 million, 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, 2023 2,288,726 963,049 $ 16.19 1,325,677 $ 3.18 Granted 101,300 — — 101,300 6.35 Vested and issued ( 205,198 ) ( 120,355 ) 21.72 ( 84,843 ) 3.12 Cancelled ( 72,282 ) ( 49,834 ) 8.34 ( 22,448 ) 2.98 Balance at March 31, 2024 2,112,546 792,860 $ 15.84 1,319,686 $ 3.43 The expense recognized related to RSUs during the three months ended March 31, 2024 and 2023 was $ 2.1 million and $ 2.0 million, 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 deferred share units (“DDSUs”) 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 volume weighted average trading price of the Company’s Common Shares as traded on the Nasdaq Stock Market for the five business days on which Common Shares are traded on Nasdaq immediately preceding the applicable date. This change is only applicable for 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 DDSUs generally vest ratably over twelve months after grant and are settled within 90 days of the date the director ceases service to the Company. For the three months ended March 31, 2024, stock-based compe nsation expense of $ 0.8 million 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 three months ended March 31, 2024, the Company did no t issue any additional DDSUs. There wer e 115,479 DDSUs vested as of March 31, 2024. The liability associated with the outstanding vested DDSU’s was $ 1.2 million as of March 31, 2024, and was recorded to accrued expenses in the accompanying condensed consolidated balance sheets. Stock-based Compensation Expense Stock-based compensation expense for all equity arrangements for the three months ended March 31, 2024 and 2023 was as follows (in thousands): Three Months Ended March 31, 2024 2023 Research and development $ 1,455 $ 1,809 General and administrative 3,015 1,941 Total share-based compensation expense $ 4,470 $ 3,750 As of March 31, 2024, there was approximately $ 14.0 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 1.6 years for CAD options, and 3.9 years for USD options. As of March 31, 2024, there was approximately $ 13.1 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 1.6 years for CAD RSUs, and 3.1 years for USD RSUs. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. COMMITMENTS AND CONTINGENCIES As of March 31, 2024, the Company had obligations to make future payments, representing significant research and development contracts and other commitments that are known and committed in the amount of approximately $ 43.0 million. Most of these agreements are cancelable by the Company with notice. These commitments include agreements related to the conduct 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 | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Credit Facility | 10. CREDIT FACILITY On August 11, 2023 (the “Closing Date”), the Company and certain of its subsidiaries party thereto, as co-borrowers (together with the Company, the “Borrowers”) entered into a Loan and Security Agreement (the “Loan Agreement”) with K2 HealthVentures LLC (“K2HV”), as administrative agent and Canadian collateral agent for lenders thereunder (K2HV, together with any other lender from time to time, the "Lenders"), and Ankura Trust Company, LLC, as collateral trustee for the Lenders. 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. As of March 31, 2024, the Company estimated the fair value of the Conversion Shares to be $ 7.2 million using the Black-Scholes option pricing model. 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 March 31, 2024. The Company recorded $ 0.4 million in interest expense for the three months ended March 31, 2024. Future expected repayments of principal amount due on the credit facility as of March 31, 2024 are as follows (in thousands): Remainder of 2024 $ - 2025 4,522 2026 6,026 2027 4,452 2028 - Total principal repayments $ 15,000 Unamortized debt issuance costs ( 810 ) Total credit facility, non-current, net $ 14,190 As of March 31, 2024, the Company estimated the fair value of the credit facility to be $ 18.2 million, assuming the full $ 4.0 million of principal is converted into Conversion Shares. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. SUBSEQUENT EVENTS Effective April 10, 2024, the Company voluntarily delisted its Common Shares from Cboe Canada. The Company’s Common Shares will continue to trade on Nasdaq under the symbol “MNMD". |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2023, which are included in the Company’s 2023 Annual Report on Form 10-K filed with the SEC on February 28, 2024 (the “2023 Annual Report”). The Company’s significant accounting policies are disclosed in the audited financial statements for the periods ended December 31, 2023 and 2022, included in the 2023 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 of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification and as amended by Accounting Standards Updates of FASB. The 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 March 31, 2024, 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 $ 249.1 million as of March 31, 2024, and $ 96.7 million as of December 31, 2023. |
Recent Accounting Pronouncements | Recent Issued Accounting 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. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (“ASU 2023-07”). ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within the segment measure of profit or loss. This guidance will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023, and interim reporting periods in fiscal years beginning after December 31, 2024. The Company does not expect implementation of the new guidance to have a material impact on its consolidated financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09"). ASU 2023-09 requires annual disclosures of specific categories in the rate reconciliation, additional information for reconciling items that meet a quantitative threshold and a disaggregation of income taxes paid, net of refunds. ASU 2023-09 also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. ASU 2023-09 is effective for the annual reporting periods in fiscal years beginning after December 31, 2024. Early adoption is permitted. ASU 2023-09 should be applied prospectively. Retrospective adoption is permitted. The Company is currently assessing the impact this standard will have on the Company’s consolidated financial statements. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023 (in thousands), and the fair value hierarchy of the valuation techniques utilized. March 31, 2024 Level 1 Level 2 Level 3 Total Financial assets: Cash equivalents $ 249,137 $ — $ — $ 249,137 Financial liabilities: Directors' Deferred Share Unit Liability $ 1,168 $ — $ — $ 1,168 2022 USD Financing Warrant Liability $ — $ — $ 47,700 $ 47,700 December 31, 2023 Level 1 Level 2 Level 3 Total Financial assets: Cash equivalents $ 96,682 $ — $ — $ 96,682 Financial liabilities: Directors' Deferred Share Unit Liability $ 387 $ — $ — $ 387 2022 USD Financing Warrant Liability $ — $ — $ 16,476 $ 16,476 |
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 March 31, 2024 As of December 31, 2023 Share price $ 9.40 $ 3.66 Expected volatility 89.00 % 94.72 % Risk-free rate 4.26 % 3.87 % Expected life 3.50 years 3.75 years |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 as of December 31, 2023 (in thousands): As of December 31, 2023 Useful Lives Gross Carrying Accumulated Net Carrying Developed technology 3 $ 9,485 $ ( 8,958 ) $ 527 Total intangible assets, net $ 9,485 $ ( 8,958 ) $ 527 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses | At March 31, 2024 and December 31, 2023, accrued expenses consisted of the following (in thousands): March 31, December 31, Contribution payable $ 2,841 $ 2,841 Professional services 2,491 2,022 Accrued compensation 1,625 4,139 Accrued clinical and manufacturing costs 1,558 1,884 Directors' Deferred Share Unit Liability 1,168 387 Other accruals 291 361 Total accrued expenses $ 9,974 $ 11,634 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 Warrants for the three months ended March 31, 2024. 2022 USD Financing Balance at December 31, 2023 7,031,823 Issued — Exercised ( 400,000 ) Expired — Balance at March 31, 2024 6,631,823 |
Summary of Activity of Outstanding Warrant Liability | The below table summarizes the activity of the outstanding liability for the 2022 USD Financing Warrants for the three months ended March 31, 2024 (in thousands): As of March 31, 2024 Balance at December 31, 2023 $ 16,476 Warrant exercise ( 1,669 ) Change in fair value of the warrant liability 32,893 Balance at March 31, 2024 $ 47,700 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes the Company’s stock option activity: (CAD$) (USD$) Number of Options Number of Options Weighted Average Exercise Price Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Options outstanding at December 31, 2023 2,161,734 1,983,728 $ 25.26 178,006 $ 3.38 Issued 1,706,250 — — 1,706,250 4.98 Exercised ( 118,896 ) ( 108,361 ) 6.22 ( 10,535 ) 2.98 Forfeited ( 50,545 ) ( 19,680 ) 15.67 ( 30,865 ) 3.14 Expired ( 2,415 ) ( 2,415 ) 25.65 — — Options outstanding at March 31, 2024 3,696,128 1,853,272 $ 26.47 1,842,856 $ 4.87 6.5 $ 10,082,932 Options vested and exercisable at March 31, 2024 1,329,354 1,228,561 $ 27.72 100,793 $ 4.04 3.3 $ 2,330,661 |
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, 2023 2,288,726 963,049 $ 16.19 1,325,677 $ 3.18 Granted 101,300 — — 101,300 6.35 Vested and issued ( 205,198 ) ( 120,355 ) 21.72 ( 84,843 ) 3.12 Cancelled ( 72,282 ) ( 49,834 ) 8.34 ( 22,448 ) 2.98 Balance at March 31, 2024 2,112,546 792,860 $ 15.84 1,319,686 $ 3.43 |
Summary of Stock-based Compensation Expense | Stock-based compensation expense for all equity arrangements for the three months ended March 31, 2024 and 2023 was as follows (in thousands): Three Months Ended March 31, 2024 2023 Research and development $ 1,455 $ 1,809 General and administrative 3,015 1,941 Total share-based compensation expense $ 4,470 $ 3,750 |
Credit Facility (Tables)
Credit Facility (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 are as follows (in thousands): Remainder of 2024 $ - 2025 4,522 2026 6,026 2027 4,452 2028 - Total principal repayments $ 15,000 Unamortized debt issuance costs ( 810 ) Total credit facility, non-current, net $ 14,190 |
Description of the Business - A
Description of the Business - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (344,600) | $ (290,200) |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Cash equivalents | $ 249.1 | $ 96.7 |
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 | Mar. 31, 2024 | Dec. 31, 2023 |
Financial Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | $ 249,137 | $ 96,682 |
Directors' Deferred Share Unit Liability | ||
Financial Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 387 | |
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Financial liabilities | 1,168 | |
2022 USD Financing Warrant Liability | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Financial liabilities | 47,700 | 16,476 |
Level 1 | ||
Financial Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 249,137 | 96,682 |
Level 1 | Directors' Deferred Share Unit Liability | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Financial liabilities | 1,168 | 387 |
Level 3 | 2022 USD Financing Warrant Liability | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Financial liabilities | $ 47,700 | $ 16,476 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | 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 | |
Fair value of liabilities transfers out of Level 3 | $ 0 | $ 0 | |
Common stock, shares issued | 71,163,720 | 41,101,303 | |
2022 USD Financing Warrant Liability | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Common stock, shares issued | 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) | Mar. 31, 2024 $ / shares | Dec. 31, 2023 $ / 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 | 9.4 | 3.66 |
Expected volatility | Level 3 | 2022 USD Financing Warrant Liability | Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Measurement input | 0.89 | 0.9472 |
Risk-free Rate | Level 3 | 2022 USD Financing Warrant Liability | Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Measurement input | 0.0426 | 0.0387 |
Expected life | Level 3 | 2022 USD Financing Warrant Liability | Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Expected life | 3 years 6 months | 3 years 9 months |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill acquired during period | $ 0 | |
Impairment charges of goodwill | 0 | $ 0 |
Amortization of Intangible Assets | 527,000 | 791,000 |
Indication of impairment of goodwill and long-lived assets | $ 0 | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Summary of Carrying Value of Intangible Assets (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, Gross Carrying Value | $ 9,485 |
Intangible assets, Accumulated Amortization | (8,958) |
Intangible assets, Net Carrying Value | $ 527 |
Development Technology | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, Useful Lives (in years) | 3 years |
Intangible assets, Gross Carrying Value | $ 9,485 |
Intangible assets, Accumulated Amortization | (8,958) |
Intangible assets, Net Carrying Value | $ 527 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Contribution payable | $ 2,841 | $ 2,841 |
Professional services | 2,491 | 2,022 |
Accrued compensation | 1,625 | 4,139 |
Accrued clinical and manufacturing costs | 1,558 | 1,884 |
Directors' Deferred Share Unit Liability | 1,168 | 387 |
Other accruals | 291 | 361 |
Total accrued expenses | $ 9,974 | $ 11,634 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 07, 2024 | May 04, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock, no par value | $ 0 | |||
Number of shares issued and outstanding | 71,163,720 | |||
Sale of securities aggregate public offering price | $ 200,000 | |||
Common stock, shares issued | 71,163,720 | 41,101,303 | ||
Common stock, shares outstanding | 71,163,720 | 41,101,303 | ||
Payment of share issuance cost | $ 8,720 | |||
At-the-market Offering Program | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Sale of securities aggregate public offering price | $ 40,900 | $ 100,000 | ||
Percentage of gross proceeds from sales of common shares payable as sales agent commission rate | 3% | |||
Net proceeds from common stock | $ 700 | |||
Sale of securities remaining availablility | 59,100 | |||
Stock issued during period | 171,886 | |||
Underwritten Offering | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Net proceeds from common stock | $ 93,500 | |||
Share issued price per share | $ 6 | |||
Common stock, shares issued | 16,666,667 | |||
Private Placement | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Net proceeds from private placement | $ 70,100 | |||
Sale of shares | 12,500,000 | |||
Share issued price per share | $ 6 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - $ / shares | Sep. 30, 2022 | Mar. 31, 2024 | Dec. 31, 2023 |
Class Of Warrant Or Right [Line Items] | |||
Common stock, shares issued | 71,163,720 | 41,101,303 | |
Common share and warrant public offering expire date | Sep. 30, 2027 | ||
CAD financing and Compensation Warrants | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants expiration date | Mar. 09, 2024 | ||
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 | ||
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 | 3 Months Ended |
Mar. 31, 2024 shares | |
Class of Warrant or Right [Line Items] | |
Balance at December 31, 2023 | 7,031,823 |
Issued, shares | 0 |
Exercised, shares | (400,000) |
Expired, shares | 0 |
Balance at March 31, 2024 | 6,631,823 |
Warrants - Summary of Activity
Warrants - Summary of Activity of Outstanding Warrant Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Class Of Warrant Or Right [Line Items] | ||
Change in fair value of the warrant liability | $ 32,893 | $ 5,185 |
2022 USD Financing Warrant Liability | ||
Class Of Warrant Or Right [Line Items] | ||
Balance at December 31, 2023 | 16,476 | |
Warrant exercise | (1,669) | |
Change in fair value of the warrant liability | 32,893 | |
Balance at March 31, 2024 | $ 47,700 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Feb. 27, 2020 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares, issued | 0 | |||
Number of shares, vested | 115,479 | |||
Stock-based compensation expense recognized | $ 4,470 | $ 3,750 | ||
Accrued expenses | 9,974 | $ 11,634 | ||
Unrecognized stock-based compensation expense related to unvested options granted | $ 14,000 | |||
CAD | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted average period for recognition of unvested options granted | 1 year 7 months 6 days | |||
USD | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted average exercise price, issued | $ 4.98 | |||
Weighted average period for recognition of unvested options granted | 3 years 10 months 24 days | |||
General and Administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense recognized | $ 3,015 | 1,941 | ||
Restricted Share Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares, granted | 101,300 | |||
Stock-based compensation expense recognized | $ 2,100 | 2,000 | ||
Unrecognized stock-based compensation expense related to unvested options granted | $ 13,100 | |||
Restricted Share Units | CAD | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted average period for recognition of unvested options granted | 1 year 7 months 6 days | |||
Restricted Share Units | USD | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares, granted | 101,300 | |||
Weighted average period for recognition of unvested options granted | 3 years 1 month 6 days | |||
Directors' Deferred Share Unit Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense recognized | $ 800 | |||
Directors' Deferred Share Unit Plan | General and Administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Accrued expenses | 1,200 | |||
Stock Option | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense recognized | $ 1,600 | $ 1,700 | ||
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, together with Common Shares that are issuable pursuant to outstanding awards or grants under any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares, including the RSU Plan. |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of options, outstanding | 2,161,734 |
Number of options, issued | 1,706,250 |
Number of options, exercised | (118,896) |
Number of options, forfeited | (50,545) |
Number of options, expired | (2,415) |
Number of options, outstanding | 3,696,128 |
Number of options, vested and exercisable | 1,329,354 |
Weighted average remaining contractual life (Years), outstanding | 6 years 6 months |
Weighted average remaining contractual life (Years), vested and exercisable | 3 years 3 months 18 days |
Aggregate intrinsic value, outstanding | $ | $ 10,082,932 |
Aggregate intrinsic value, vested and exercisable | $ | $ 2,330,661 |
CAD | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of options, outstanding | 1,983,728 |
Number of options, exercised | (108,361) |
Number of options, forfeited | (19,680) |
Number of options, expired | (2,415) |
Number of options, outstanding | 1,853,272 |
Number of options, vested and exercisable | 1,228,561 |
Weighted average exercise price, outstanding | $ / shares | $ 25.26 |
Weighted average exercise price, exercised | $ / shares | 6.22 |
Weighted average exercise price, forfeited | $ / shares | 15.67 |
Weighted average exercise price, expired | $ / shares | 25.65 |
Weighted average exercise price, outstanding | $ / shares | 26.47 |
Weighted average exercise price, vested and exercisable | $ / shares | $ 27.72 |
USD | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of options, outstanding | 178,006 |
Number of options, issued | 1,706,250 |
Number of options, exercised | (10,535) |
Number of options, forfeited | (30,865) |
Number of options, outstanding | 1,842,856 |
Number of options, vested and exercisable | 100,793 |
Weighted average exercise price, outstanding | $ / shares | $ 3.38 |
Weighted average exercise price, issued | $ / shares | 4.98 |
Weighted average exercise price, exercised | $ / shares | 2.98 |
Weighted average exercise price, forfeited | $ / shares | 3.14 |
Weighted average exercise price, outstanding | $ / shares | 4.87 |
Weighted average exercise price, vested and exercisable | $ / shares | $ 4.04 |
Stock-based Compensation - Sc_2
Stock-based Compensation - Schedule of Restricted Share Units (Details) - Restricted Share Units | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares, beginning balance | 2,288,726 |
Number of shares, granted | 101,300 |
Number of shares, vested and issued | (205,198) |
Number of shares, cancelled | (72,282) |
Number of shares, ending balance | 2,112,546 |
CAD | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares, beginning balance | 963,049 |
Number of shares, vested and issued | (120,355) |
Number of shares, cancelled | (49,834) |
Number of shares, ending balance | 792,860 |
Weighted average grant date fair value, beginning balance | $ / shares | $ 16.19 |
Weighted average grant date fair value, vested and issued | $ / shares | 21.72 |
Weighted average grant date fair value, cancelled | $ / shares | 8.34 |
Weighted average grant date fair value, ending balance | $ / shares | $ 15.84 |
USD | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares, beginning balance | 1,325,677 |
Number of shares, granted | 101,300 |
Number of shares, vested and issued | (84,843) |
Number of shares, cancelled | (22,448) |
Number of shares, ending balance | 1,319,686 |
Weighted average grant date fair value, beginning balance | $ / shares | $ 3.18 |
Weighted average grant date fair value, granted | $ / shares | 6.35 |
Weighted average grant date fair value, vested and issued | $ / shares | 3.12 |
Weighted average grant date fair value, cancelled | $ / shares | 2.98 |
Weighted average grant date fair value, ending balance | $ / shares | $ 3.43 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total share-based compensation expense | $ 4,470 | $ 3,750 |
Research and Development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total share-based compensation expense | 1,455 | 1,809 |
General and Administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total share-based compensation expense | $ 3,015 | $ 1,941 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Other commitment | $ 43 |
Credit Facility - Additional In
Credit Facility - Additional Information (Details) - USD ($) | 3 Months Ended | |
Aug. 11, 2023 | Mar. 31, 2024 | |
Line of Credit Facility [Line Items] | ||
Payment of facility fee | $ 128,000 | |
Interest expense | $ 400,000 | |
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%. | |
Term Loan | Loan and Security Agreement | K2HV | ||
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 | |
Fair value of conversion shares | $ 7,200,000 | |
Fair value of credit facility | 18,200,000 | |
Term Loan | Loan and Security Agreement | K2HV | First Tranche Term Loan | ||
Line of Credit Facility [Line Items] | ||
Aggregate principal amount | $ 15,000,000 | |
Term Loan | Loan and Security Agreement | K2HV | Subsequent Tranche Term Loan | ||
Line of Credit Facility [Line Items] | ||
Aggregate principal amount | 20,000,000 | |
Term Loan | Loan and Security Agreement | K2HV | Additional Tranche Term Loan | ||
Line of Credit Facility [Line Items] | ||
Aggregate principal amount | 15,000,000 | |
Term Loan | Loan and Security Agreement | K2HV | Maximum | ||
Line of Credit Facility [Line Items] | ||
Debt instrument convertible, conversion feature principal | $ 4,000,000 | $ 4,000,000 |
Term Loan | Loan and Security Agreement | K2HV | Minimum | ||
Line of Credit Facility [Line Items] | ||
Debt instrument interest rate | 10.95% | |
Term Loan | Loan and Security Agreement | K2HV | Prime Rate | ||
Line of Credit Facility [Line Items] | ||
Term Loan bears a variable interest rate | 2.95% |
Credit Facility - Schedule of F
Credit Facility - Schedule of Future Expected Repayments of Principal Amount Due on Credit Facility (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Debt Disclosure [Abstract] | |
2025 | $ 4,522 |
2026 | 6,026 |
2027 | 4,452 |
Total principal repayments | 15,000 |
Unamortized debt issuance costs | (810) |
Total credit facility, non-current, net | $ 14,190 |