Mind Medicine (MNMD) Prices 16.67M Share Offering at $6/sh

Mind Medicine (MindMed) Inc. (NASDAQ: MNMD) today announced the pricing of an underwritten offering of 16,666,667 common shares, no par value per share, at an offering price of $6.00 per common share. In addition, the Company has entered into share purchase agreements for a concurrent private placement of 12,500,000 common shares at a price of $6.00 per common share. All of the common shares are being sold by MindMed. Gross proceeds to MindMed from the underwritten offering and concurrent private placement, before deducting underwriting commissions, placement agent fees and other offering-related expenses, are expected to be approximately $175 million.

The private placement is with new investors Deep Track Capital and Commodore Capital. The underwritten offering includes participation from new investors Ally Bridge Group, Driehaus Capital Management, Great Point Partners, LLC, Janus Henderson Investors, Marshall Wace, Octagon Capital, Soleus Capital, Special Situations Funds, Woodline Partners LP and a leading biotechnology investor associated with one of the largest alternative asset managers.

Leerink Partners and Cantor are acting as joint bookrunning managers for the underwritten offering and placement agents for the private placement. RBC Capital Markets is acting as lead manager for the underwritten offering and placement agent for the private placement.

The underwritten offering and concurrent private placement are expected to close on or about March 11, 2024, subject to the satisfaction of customary closing conditions. The transactions are not contingent on each other. No distribution under the underwritten offering or private placement shall occur in Canada or to a person resident in Canada.

The common shares in the underwritten offering are being offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-264648), previously filed with the Securities and Exchange Commission (“SEC”) on May 4, 2022 and declared effective by the SEC on May 16, 2022, a related registration statement that was filed with the SEC on March 7, 2024 pursuant to Rule 462(b) under the Securities Act of 1933 (and which became automatically effective upon filing) and a base prospectus dated May 16, 2022 (the “Base Prospectus”). The common shares proposed to be issued in the concurrent private placement have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction in the United States, and may not be offered, pledged, sold, delivered or otherwise transferred, directly or indirectly, in the United States except pursuant to registration under the Securities Act or an applicable exemption from the registration requirements of the Securities Act and, in each case, in compliance with applicable other securities laws.

When available, the prospectus supplement relating to and describing the terms of the underwritten offering will be filed with the SEC and also will be available on the SEC’s website at www.sec.gov or on SEDAR+’s website at www.sedarplus.ca. When available, copies of the final prospectus supplement and accompanying prospectus relating to the underwritten offering may be obtained for free from Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, by telephone at (800) 808-7525, ext. 6105, or by email at [email protected], or Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, 6th Floor, New York, NY 10022 or by email at [email protected].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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