Mind Medicine MindMed Inc
For the period ended Dec 31, 2024. Filed Mar 6, 2025.
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FY2024 · Filed Mar 6, 2025
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Item 15. Exhibits, Financial Statement Schedules
(a) The following documents are filed as part of this report:
(1) Financial Statements
The financial statements of Mind Medicine (MindMed) Inc. are filed as part of this Annual Report under Item 8. Financial Statements and Supplementary Data.
(2) Financial Statement Schedules
All other schedules have been omitted because they are not required, not inapplicable, or the required information is included in the financial statements or notes thereto.
(3) Exhibits
| ExhibitNumber | Description | Form | Exhibit No. | Incorporated by Reference Filing Date | File No. |
|---|---|---|---|---|---|
| 3.1 | Amended and Restated Articles of Mind Medicine (MindMed) Inc., effective as of June 30, 2022. | 10-K | 3.1 | March 9, 2023 | 001-40360 |
| 3.2 | Notice of Articles, Incorporated on July 26, 2010, effective as of July 30, 2024. | 10-Q | 3.2 | August 13, 2024 | 001-40360 |
| 4.1* | Description of Capital Stock of Mind Medicine (MindMed) Inc. | ||||
| 4.2 | Form of Mind Medicine (MindMed) Inc. Common Share Certificate. | 10-K | 4.2 | February 28, 2024 | 001-40360 |
| 4.3 | Form of Warrant to Purchase Common Shares of Mind Medicine (MINDMED) Inc. | 10-K | 4.3 | March 28, 2022 | 001-40360 |
| 4.4 | Form of Warrant Indenture by and between Mind Medicine (MindMed) Inc. and Odyssey Trust Company | 10-K | 4.6 | March 28, 2022 | 001-40360 |
| 4.5 | Form of 2022 USD Financing Warrant | 8-K | 4.1 | September 28, 2022 | 001-40360 |
| 4.6 | Supplemental Warrant Indenture dated August 26, 2022, by and between Mind Medicine (MindMed) Inc. and Computershare Trust Company of Canada to the Warrant Indenture dated January 7, 2021 | 10-K | 4.10 | March 9, 2023 | 001-40360 |
| 4.7 | Form of Pre-Funded Warrant | 8-K | 4.1 | August 12, 2024 | 001-40360 |
| 4.8 | Form of Pre-Funded Warrant | 8-K | 4.1 | October 17, 2024 | 001-40360 |
| 4.9 | Form of Pre-Funded Warrant | 8-K | 4.3 | November 7, 2024 | 001-40360 |
| 10.1# | Form of Director and Officer Indemnity Agreement. | 10-K | 10.1 | March 28, 2022 | 001-40360 |
| 10.2# | Form of Restricted Share Unit Grant Agreement to Performance and Restricted Share Unit Plan. | 10-K | 10.4 | March 28, 2022 | 001-40360 |
| 10.3# | Executive Employment Agreement dated as of November 9, 2022 between Mind Medicine (MindMed) Inc. and Robert Barrow | 10-Q | 10.1 | November 10, 2022 | 001-40360 |
| 10.4# | Executive Employment Agreement dated as of November 9, 2022 between Mind Medicine (MindMed) Inc. and Dr. Daniel Karlin | 10-Q | 10.2 | November 10, 2022 | 001-40360 |
| 10.5# | Executive Employment Agreement dated as of November 9, 2022 between Mind Medicine (MindMed) Inc. and Carrie F. Liao | 10-Q | 10.5 | November 10, 2022 | 001-40360 |
| 10.6 | Escrow Agreement among Mind Medicine (MindMed) Inc. and Odyssey Trust Company and Each of the Undersigned Security Holders, dated as of February 26, 2021. | 10-K | 10.10 | March 28, 2022 | 001-40360 |
| 10.7 | Supplemental Warrant Agreement by and between Mind Medicine (MindMed) Inc., Computershare Trust Company of Canada and Odyssey Trust Company dated as of March 14, 2022. | 10-K | 10.11 | March 28, 2022 | 001-40360 |
| 10.8# | Mind Medicine (MindMed) Inc. Stock Option Plan (as amended and restated on March 7, 2023). | 10-K | 10.15 | March 9, 2023 | 001-40360 |
| 10.9# | Mind Medicine (MindMed) Inc. Performance and Restricted Share Unit Plan (as amended and restated on March 7, 2023). | 10-K | 10.16 | March 9, 2023 | 001-40360 |
| 10.10# | Form of Option Agreement to Mind Medicine (MindMed) Inc. Stock Option Plan. | 10-K | 10.17 | March 9, 2023 | 001-40360 |
| 10.11+ | K2 HealthVentures LLC Loan and Security Agreement | 8-K | 10.1 | August 14, 2023 | 001-40360 |
| 10.12# | Executive Employment Agreement, dated as of April 13, 2023 between Mind Medicine (Minded) Inc. and Mark R. Sullivan | 10-Q | 10.1 | May 4, 2023 | 001-40360 |
| 10.13# | Non-Employee Director Compensation Policy, amended as of June 8, 2023 | 10-Q | 10.2 | August 3, 2023 | 001-40360 |
| 10.14 | Directors' Deferred Share Unit Plan, amended as of June 8, 2023 | 10-Q | 10.3 | August 3, 2023 | 001-40360 |
| 10.15 | Exchange Agreement, dated as of October 17, 2024, by and among Mind Medicine (MindMed) Inc., Commodore Capital Master LP and Deep Track Biotechnology Master Fund, LTD. | 8-K | 10.1 | October 17, 2024 | 001-40360 |
| 10.16 | Amendment No. 1 to the Registration Rights Agreement, dated as of October 17, 2024, by and among Mind Medicine (MindMed) Inc., Commodore Capital Master LP and Deep Track Biotechnology Master Fund, LTD. | 8-K | 10.2 | October 17, 2024 | 001-40360 |
| 10.17 | Sales Agreement, dated as of June 28, 2024, by and between Mind Medicine (MindMed) Inc. and Leerink Partners LLC | S-3 | 1.2 | June 28, 2024 | 001-280548 |
| 10.18# | Mind Medicine (MindMed) Inc. Employee Share Purchase Plan | S-8 | 99.5 | June 28, 2024 | 001-280547 |
| 10.19# | Separation Agreement between Schond Greenway and Mind Medicine (MindMed) Inc., dated May 3, 2024, amended May 28, 2024 | 10-Q | 10.3 | August 13, 2024 | 001-40360 |
| 10.20 | Form of Securities Purchase Agreement, dated as of March 7, 2024 between Mind Medicine (MindMed) Inc. and the Investors | 8-K | 10.1 | March 11, 2024 | 001-40360 |
| 10.21 | Form of Registration Rights Agreement, dated as of March 7, 2024 between Mind Medicine (MindMed) Inc. and the Investors | 8-K | 10.2 | March 11, 2024 | 001-40360 |
| 10.22 | Amendment No. 1 to the Registration Rights Agreement, dated as of October 17, 2024, by and among Mind Medicine (MindMed) Inc., Commodore Capital Master LP and Deep Track Biotechnology Master Fund, LTD. | 8-K | 10.2 | October 17, 2024 | 001-40360 |
| 19.1* | Insider Trading Policy | ||||
| 21.1 | List of Subsidiaries of Mind Medicine (MindMed), Inc. | 10-K | 21.1 | March 28, 2022 | 001-40360 |
| 23.1* | Consent of KPMG LLP, Independent Registered Public Accounting Firm. | ||||
| 24.1* | Power of Attorney (included on signature page hereto). | ||||
| 31.1* | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 31.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 97.1 | Policy Relating to Recovery of Erroneously Awarded Compensation | 10-K | 97.1 | February 28, 2024 | 001-40360 |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101) | ||||
- Filed herewith.
** Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
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