| Item 1.01. | Entry into a Material Definitive Agreement. |
Underwriting Agreement
On March 7, 2024, Mind Medicine (MindMed) Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners LLC and Cantor Fitzgerald & Co., as representatives of the underwriters named therein (the “Underwriters”), in connection with the issuance and sale by the Company in an underwritten offering (the “Offering”) of 16,666,667 common shares, no par value per share, of the Company (the “Shares”), at an offering price of $6.00 per share, less underwriting discounts and commissions. No distribution under the Offering shall occur in Canada or to a person resident in Canada.
The net proceeds to the Company from the Offering are expected to be approximately $93.8 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. The Offering is expected to close on March 11, 2024, subject to customary closing conditions. The Company intends to use the net proceeds from the Offering for (i) the research and development of the Company’s product candidates and (ii) working capital and general corporate purposes.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties, and agreements contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
The Offering is being made pursuant to the Company’s shelf registration statements on Form S-3 (File Nos. 333-264648 and 333-277726), together, the “Registration Statements”), which were filed with the Securities and Exchange Commission (the “SEC”) on May 4, 2022 and March 7, 2024, respectively, and declared effective by the SEC or automatically became effective on May 16, 2022 and March 7, 2024, respectively, and a related base prospectus, as supplemented by a prospectus supplement.
The foregoing summary of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is attached hereto as Exhibit 1.1, and which is incorporated herein by reference. Osler, Hoskin & Harcourt LLP, Canadian counsel to the Company, delivered an opinion as to the legality of the issuance and sale of the Shares in the Offering, a copy of which is attached hereto as Exhibit 5.1 and is incorporated herein by reference.
Securities Purchase Agreement
Also on March 7, 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors (the “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 Private Placement Shares are being issued to the Investors pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) afforded by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder. Pursuant to the terms of the Purchase Agreement, the Company has agreed to register for resale the common shares being issued in the Private Placement. No distribution under the Private Placement shall occur in Canada or to a person resident in Canada.
The net proceeds to the Company from the Private Placement are expected to be approximately $70.3 million, after deducting fees and expenses payable by the Company. The Company intends to use the net proceeds from the Private Placement for (i) the research and development of the Company’s product candidates and (ii) working capital and general corporate purposes. The Private Placement is expected to close on March 11, 2024, subject to customary closing conditions.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the form of such agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
