United States securities and exchange commission logo
April 27, 2023
Robert Barrow
Chief Executive Officer
Mind Medicine (MindMed) Inc.
One World Trade Center
Suite 8500
New York, New York 10007
Re: Mind Medicine
(MindMed) Inc.
Preliminary Proxy
Statement on Schedule 14A and DEFA 14A
Filed April 18,
2023
File No. 001-40360
Dear Robert Barrow:
We have reviewed your filings and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed April 18, 2023
General
1. Please mark as
preliminary your proxy statement and form of proxy. See Rule 14a-
6(e)(1).
Question and Answers about the Annual Meeting, page 7
2. We note the following
disclosure on page 9: "[i]n order for FCM to validly nominate
candidates for the
Board, FCM must comply with the applicable requirements of Rule
14a-19 of the
Securities and Exchange Act of 1934.... ." Please clarify, as the Rule 14a-19
requirements do not
implicate whether a nomination is valid. It is our understanding that
state law and the
company's governing documents are controlling on that question.
Additionally, please
correct the cite to "Securities Exchange Act of 1934."
Robert Barrow
FirstName LastNameRobert Barrow
Mind Medicine (MindMed) Inc.
Comapany
April NameMind Medicine (MindMed) Inc.
27, 2023
April 227, 2023 Page 2
Page
FirstName LastName
3. Please disclose here and elsewhere whether there are any deficiencies
in FCM's attempted
compliance with the FCM Nomination Requirements. Alternatively, please
remove
related disclosure throughout the proxy statement and the proxy card
so as not to
incorrectly imply that the validity of the nominations is in doubt.
4. We note the reference in the table on page 11 to abstentions being
"NOT APPLICABLE"
to Proposal 2. However, "ABSTAIN" is in fact a voting option for that
proposal, and an
abstention would appear to have the equivalent effect of a vote
against given the vote
required for approval. Please revise the disclosure accordingly, or
advise.
5. We note the following disclosure on page 15: "In the event an overvote
(i.e., voting 'FOR'
with respect to more than six nominees on Proposal 1) occurs on a
WHITE universal
proxy card or WHITE voting instruction form (an 'Overvote Proxy
Card'), the votes
submitted on such Overvote Proxy Card will first be cast 'FOR' all of
the Board's
nominees selected on such Overvote Proxy Card. If fewer than six Board
nominees were
selected on such Overvote Proxy Card, then (after the votes 'FOR' the
Board's nominees
are first cast), the Company will have discretion to determine which
of the FCM nominees
selected on the Overvote Proxy Card will receive a vote." Please
provide a detailed legal
analysis supporting the validity of this approach both under the
federal proxy rules, in
particular Rule 14a-4(e), and under applicable Canadian corporate law.
Alternatively,
please amend the disclosure here (and similar disclosure elsewhere,
including on the
proxy card) to provide that an overvote on Proposal 1 will result in
the votes on that
proposal being invalid and not counted.
6. Please disclose the total expenditures to date as required by Item
4(b)(4) of Schedule
14A. See Instruction 1 to Item 4.
Background of the Solicitation, page 21
7. We note the disclosure on page 24 that the Board conducted an
"independent review of
various allegations made by FCM" and the Board "believes that all
allegations made by
FCM, including against members of the Board, are unfounded." Please
describe the
various allegations made by FCM and the findings by independent
outside counsel.
8. We note the disclosure on page 21 that Dr. Scott Freeman was "a
co-founder of Savant
HWP Inc. ("Savant"), a predecessor of MindMed, where he served as
Chief Medcial
Officer from July 23, 2019 until his separation from Savant on August
31, 2020."
Furthermore, we note the disclosure on page 28 of the F-10/A filed
April 9, 2021 stating
that "Dr. Freeman resigned as Chief Medical Officer of the Corporation
on August 31,
2020." Please revise to clarify that Dr. Freeman was Chief Medical
Officer of MindMed,
or advise.
Executive Compensation, page 50
9. We note the disclosure in the Summary Compensation Table of the
$358,411 and
$175,000 non-equity incentive plan compensation in 2021 for Mr. Barrow
and Dr. Karlin,
Robert Barrow
Mind Medicine (MindMed) Inc.
April 27, 2023
Page 3
respectively. Additionally, we note the disclosure in last year's
Proxy Statement that such
payments constituted a "Bonus." Please tell us, with a view towards
revised disclosure,
the reasons for the change in categorization of such compensation. See
Item 8 of Schedule
14(a) and Item 402(e)(1) of Regulation S-K.
DEFA14A filed April 18, 2023
General
10. We note the statement indicating that FCM's solicitation is an attempt
to take control of
the company without paying stockholders a control premium. We are
unaware of any
legal requirement that obligates a non-management party to pay a
control premium for any
proxy solicitation undertaken in compliance with Exchange Act Section
14(a) and
Regulation 14A seeking a shareholder's proxy to elect such party's
nominees. Please
refrain from creating the impression that a "premium" is legally or
otherwise required
given the prohibition in Exchange Act Rule 14a-9 with respect to
omissions of material
fact necessary in order to make the statement not false or misleading
in light of the
circumstances in which it is made.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Michael Killoy at (202) 551-7576 or David
Plattner at
(202) 551-8094.
FirstName LastNameRobert Barrow Sincerely,
Comapany NameMind Medicine (MindMed) Inc.
Division of
Corporation Finance
April 27, 2023 Page 3 Office of Mergers
& Acquisitions
FirstName LastName