Mind Medicine (MindMed) Inc. Announces Pricing of Underwritten Offering of Common Shares and Concurrent Private Placement
07 Marzo 2024 - 6:13AM
Business Wire
Mind Medicine (MindMed) Inc. (NASDAQ: MNMD) (Cboe Canada:
MMED) (the “Company” or “MindMed”), a clinical stage
biopharmaceutical company developing novel product candidates to
treat brain health disorders, 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
syndicate@leerink.com, or Cantor Fitzgerald & Co., Attention:
Capital Markets, 110 East 59th Street, 6th Floor, New York, NY
10022 or by email at prospectus@cantor.com.
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.
About MindMed
MindMed is a clinical stage biopharmaceutical company developing
novel product candidates to treat brain health disorders. Our
mission is to be the global leader in the development and delivery
of treatments that unlock new opportunities to improve patient
outcomes. We are developing a pipeline of innovative product
candidates, with and without acute perceptual effects, targeting
neurotransmitter pathways that play key roles in brain health
disorders.
MindMed trades on NASDAQ under the symbol MNMD and on the Cboe
Canada (formerly known as the NEO Exchange, Inc.) under the symbol
MMED.
Forward-Looking Statements
Certain statements in this press release related to the Company
constitute “forward-looking information” within the meaning of
applicable securities laws and are prospective in nature.
Forward-looking information is not based on historical facts, but
rather on current expectations and projections about future events
and are therefore subject to risks and uncertainties which could
cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements. These
statements generally can be identified by the use of
forward-looking words such as “will”, “may”, “should”, “could”,
“intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe”,
“potential” or “continue”, or the negative thereof or similar
variations. Forward-looking information in this press release
includes, but is not limited to, statements regarding the
anticipated closing of the underwritten offering and the concurrent
private placement. There can be no assurance that either of these
offerings will close and the Company will receive the net proceeds
therefrom. There are numerous risks and uncertainties that could
cause actual results and the Company’s plans and objectives to
differ materially from those expressed in the forward-looking
information, including satisfaction of the customary closing
conditions for the underwritten offering and the concurrent private
placement. These forward-looking statements are based on our
current expectations, estimates, forecasts and projections about
our business and the industry in which we operate and management’s
beliefs and assumptions, including the non-occurrence of the risks
and uncertainties that are described in the filings made with the
SEC and the applicable Canadian securities regulators or other
events occurring outside of our normal course of business, and are
not guarantees of future performance or development and involve
known and unknown risks, uncertainties and other factors that are
in some cases beyond our control. Except as required by law, the
Company undertakes no duty or obligation to update any
forward-looking statements contained in this release as a result of
new information, future events, changes in expectations or
otherwise.
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