Definium Therapeutics, Inc. · NASDAQ:DFTX
Definium Therapeutics — Mind Medicine (MindMed) — Proxy Contest (June 2023)
15 slides from Definium Therapeutics's proxy contest presentation, Jun 8, 2023
Slide 1: Restore Mind Medicine
Restore Mind Medicine June 2023
Slide 2: Important Disclaimers
Important Disclaimers The materials contained herein (the “Materials”) represent the opinions of FCM MM Holdings, LLC (“FCM”) and the other participants named in its proxy solicitation (collectively with FCM, the “FCM Group” or “we”) and are based on publicly available information with respect to Mi
Slide 3: ISS Excuses Destructive, Dilutive Financing
ISS Excuses Destructive, Dilutive Financing FCM Rejects MindMed's Proposal 8 ISS offered excuses and rationalizations for the value destructive and punitive financing that even MindMed only half-heartedly defended. MindMed Announes September Offering Pricing MindMed Shares < $4.25. MindMed closed at
Slide 4: ISS' Misleading Cash Runway Projections
ISS’ Misleading Cash Runway Projections Reality: In March 2023, MindMed had 18 months of runway left in line with its peers. 4
Slide 5: ISS Excuses Destructive, Dilutive Financing
ISS Excuses Destructive, Dilutive Financing ISS 'Sectoral Trends’ Relmada Announces Failed 0.15 Phase III Study ISS’ report has attempted to justify the near 50% downturn following the announcement of the financing by calling it sectoral trends - pointing to 0.1 MindMed’s peer group declining 6.3% t
Slide 6: MindMed Has Not Addressed ISS' Governance Concerns Raised in 2022
MindMed Has Not Addressed ISS’ Governance Concerns Raised in 2022 “Total CEO compensation was high due to the grant of significant equity awards, a majority of which lack objective performance criteria.” “The company also paid severance to certain NEOs upon their separation from the company. The cir
Slide 7: ISS Accepts the Company's Word
ISS Accepts the Company’s Word Vallone’s “Outlier” Director Compensation Reality: ISS Accepts That NEO’s Met Corporate Goals ISS acknowledges that Vallone and Krebs received Reality: outlier compensation as directors. Ignores that many of MindMed’s goals were simply following the law or were ISS too
Slide 8: Director Over-Compensation
Director Over-Compensation 2022 Average Non-Executive 2022 Share Company Director Compensation Price Decline Mind Medicine (MindMed) Inc. $688,191 -89% Relmada Therapeutics Inc. $535,987 -84% Compass Pathways Plc. $170,968 -64% ATAI Life Sciences NV $211,924 -67% Numinus Wellness Inc. $150,198 -70%
Slide 9: MM-120: Greenleaf Report
MM-120: Greenleaf Report MindMed hired a paid consultant Greenleaf to justify its current FDA strategy. Greenleaf’s report is supported based on the facts MindMed provided to them. Greenleaf did not talk to FCM or ask for supporting materials which resulted in a seriously deficient report predicated
Slide 10: ISS Perpetuates MindMed's False and Misleading Statements
ISS Perpetuates MindMed’s False and Misleading Statements MindMed Allocates Less Spending to G&A Less than MindMed’s Statement that the Board has Been Compass “Refreshed” Reality: Reality: MindMed spends more than Compass on G&A in FY2022 in relative terms. Ignores that the current Board is responsi
Slide 11: The Not So "Refreshed Board"
The Not So “Refreshed Board” May 1, 2023 September 27, 2022 MindMed announces poorly designed, rubberstamped August 11, 2022 MindMed announces the compensation program MindMed announces the termination destructive September financing. which provided executives of the MM-110 program. Leading to 47% d
Slide 12: What ISS Glossed Over
What ISS Glossed Over MindMed’s fundamentally flawed clinical development strategy. MindMed management’s lack of experience and expertise; Barrow, Karlin, and Liechti have never brought a drug to market. Ignoring FCM’s unrefuted analysis of real-world CNS drug outcomes, while accepting Greenleaf’s p
Slide 13: What ISS Left Completely Out
What ISS Left Completely Out The Board has entrenched management with golden parachutes. The Board approved the MM-110 dosing without proper safety data, and the flawed, unnecessary Phase IIb. The Board’s lack of alignment with shareholders owning just .22% of outstanding MindMed shares v. FCM’s 3.5
Slide 14: Dr. Freeman Halts MM-110 Trial
Dr. Freeman Halts MM-110 Trial 2015 2015-2019 2019 At IND meeting with FDA a safety directive Savant lacks funding to perform MindMed is formed from Savant was issued stating that MM-110 can only be pre-clinical or clinical studies. Dr. Freeman becomes CMO and initiates MM-110 healthy volunteer Phas
Slide 15: Conclusion
Conclusion 25,000 MindMed Spending FCM Proposed Budget 20,000 15,000 $66M $39M 10,000 $27.8M Savings 5,000 Core R&D 60% Increase 0 Executive & G&A R&D Overhead Core R&D Other R&D Director Compensation FCM Proposed MindMed FY2022 December February June December 2023 2026 2026 2026 Phase III Started P