MindMed Closes Acquisition of HealthMode

Quick Take:

Mind Medicine (MindMed) Inc. (MMED), 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”).

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