Acquisition will help build a full stack digital mental health platform for psychedelic medicines; Ex-Pfizer Digital Medicine Executive Dr. Daniel R. Karlin and former Google AI/ML industry veteran Bradford Cross added to MindMed executive team
NEW YORK, Feb. 26, 2021 /PRNewswire/ — Mind Medicine (MindMed) Inc. (NEO: MMED,OTCQB: MMEDF, DE: MMQ) (“MindMed“), a leading psychedelic medicine biotech company, is pleased to announce that it has closed the previously announced acquisition of HealthMode, a digital medicine and therapeutics startup that uses Artificial Intelligence (AI)-enabled digital measurement to increase the precision and speed of clinical research and patient monitoring (the “Acquisition“).
MindMed Co-Founder and CEO J.R. Rahn said: “The HealthMode acquisition marks the start of MindMed 2.0 as we seek to not only build a drug development company for psychedelic medicines, but also a comprehensive mental health technology platform to one day potentially launch these transformative medicines to patients in a scalable manner.”
In consideration for the acquisition of HealthMode, MindMed has issued 81,497 multiple voting shares of MindMed (equivalent to 8,149,700 subordinate voting shares) and the payment of approximately CAD$286,000 in cash. All multiple voting shares issued pursuant to the Acquisition were issued at a price of CAD$385.87, which is equivalent to CAD$3.8587 per underlying subordinate voting share. The CAD$3.8587 market price was calculated using the five-day volume weighted average trading price of the subordinate voting shares of MindMed, as reported by the Neo Exchange Inc. (“NEO Exchange”) as at the close of business on January 19, 2021, which was the date on which the parties entered into a non-binding letter of intent.
As part of the Acquisition, MindMed has agreed to assume 7,891 outstanding HealthMode options at an exchange ratio of one HealthMode option for 4.260451 options of MindMed issuable under MindMed’s stock option plan. Each MindMed option issued will be fully vested and be exercisable into one subordinate voting share at an exercise price of $0.02 per share (taking into account the exchange ratio).
In connection with the Acquisition, Dr. Daniel R. Karlin, Co-Founder of HealthMode, has been appointed as Chief Medical Officer of MindMed and Bradford Cross, Co-Founder of HealthMode, has been appointed as Chief Technology Officer of MindMed.
All shares issuable pursuant to the acquisition will be subject to a statutory hold period of four months and a day from the closing date, during which they may not be traded or sold by the recipients. All shares issued will also be subject to limited, time-based escrow, based on the following release times: (1) for the convertible noteholders of HealthMode, 50% on July 1, 2021 and 50% on January 1, 2022; and (2) for all other equity holders of HealthMode, one-third on July 1, 2021, one-third on January 1, 2022 and one-third on September 1, 2022.
The acquisition of HealthMode has been accepted by the NEO Exchange.
HealthMode drives progression to next-generation clinical trials by developing and delivering AI-enabled digital measurement methods for clinical trials. Its client partners represent a diverse set of stakeholders, from clinical researchers and drug developers at large pharmaceutical companies, to academic medical centers, to startups entering the space. HealthMode’s measurement techniques improve understanding of phenotype; streamline and provide assurance for screening and eligibility; provide early detection and mitigation of adverse events; and serve as sensitive, specific, objective, and low participant burden efficacy endpoints. These measurements allow for meaningful integration of clinical trial data with real-world evidence, and provide the basis for movement toward patient-specific measures. Better measurement tools and the platforms to support them help HealthMode’s partners make data informed decisions, reduce uncertainty around enrollment and outcomes, de-risk development, and increase the speed at which novel therapeutics reach patients in need.
MindMed is a psychedelic medicine biotech company that discovers, develops and deploys psychedelic inspired medicines and therapies to address addiction and mental illness. The company is assembling a compelling drug development pipeline of innovative treatments based on psychedelic substances including Psilocybin, LSD, MDMA, DMT and an Ibogaine derivative, 18-MC. The MindMed executive team brings extensive biopharmaceutical experience to the company’s groundbreaking approach to developing the next-generation of psychedelic inspired medicines and therapies.
MindMed trades on the Canadian exchange NEO under the symbol MMED. MindMed is also traded in the United States under the symbol MMEDF and in Germany under the symbol MMQ. For more information: www.mindmed.co
MindMed Forward-Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties relating to future events and performance of Mind Medicine (MindMed) Inc. (“MindMed”), and actual events or results may differ materially from these forward-looking statements. Words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “seek,” “estimate,” variations of such words, and similar expressions are intended to identify such forward-looking statements, although not all forward-looking statements contain these identifying words. These statements concern, and these risks and uncertainties include, among others, MindMed’s and its collaborators’ ability to continue to conduct research and clinical programs, MindMed’s ability to manage its supply chain, product sales of products marketed by MindMed and/or its collaborators (collectively, “Products”), and the global economy; the nature, timing, and possible success and therapeutic applications of Products and Product candidates and research and clinical programs now underway or planned; the likelihood, timing, and scope of possible regulatory approval and commercial launch of Product candidates and new indications for Products; unforeseen safety issues resulting from the administration of Products and Product candidates in patients, including serious complications or side effects in connection with the use of MindMed’s Products and product candidates in clinical trials; determinations by regulatory and administrative governmental authorities which may delay or restrict MindMed’s ability to continue to develop or commercialize Products; ongoing regulatory obligations and oversight impacting Products, research and clinical programs, and business, including those relating to patient privacy; uncertainty of market acceptance and commercial success of Products and Product candidates and the impact of studies on the commercial success of Products and Product candidates; the availability and extent of reimbursement of Products from third-party payers, including private payer healthcare and insurance programs, health maintenance organizations, pharmacy benefit management companies, and government programs such as Medicare and Medicaid; competing drugs and product candidates that may be superior to Products and Product candidates; the extent to which the results from the research and development programs conducted by MindMed or its collaborators may be replicated in other studies and lead to therapeutic applications; the ability of MindMed to manufacture and manage supply chains for multiple products and product candidates; the ability of MindMed’s collaborators, suppliers, or other third parties (as applicable) to perform manufacturing, filling, finishing, packaging, labelling, distribution, and other steps related to MindMed’s Products and product candidates; unanticipated expenses; the costs of developing, producing, and selling products; the ability of MindMed to meet any of its financial projections or guidance and changes to the assumptions underlying those projections or guidance; the potential for any license or collaboration agreement to be cancelled or terminated without any further product success; and risks associated with intellectual property of other parties and pending or future litigation relating thereto, other litigation and other proceedings and government investigations relating to MindMed and its operations, the ultimate outcome of any such proceedings and investigations, and the impact any of the foregoing may have on MindMed’s business, prospects, operating results, and financial condition. Any forward-looking statements are made based on management’s current beliefs and judgment. MindMed does not undertake any obligation to update publicly any forward-looking statement.
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SOURCE Mind Medicine (MindMed) Inc.
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