Definium Therapeutics, Inc. · NASDAQ:DFTX

Definium Therapeutics — Mind Medicine (MindMed) — Proxy Contest (May 2023)

63 slides from Definium Therapeutics's proxy contest presentation, May 25, 2023

  1. Slide 1: Unlocking the Power of Psychedelics for Patients and Shareholders

    Mindmed Unlocking the Power of Psychedelics for Patients and Shareholders may 2023

  2. Slide 2: Cautionary Notes and Forward-Looking Statements

    Disclaimer Cautionary Notes and Forward-Looking Statements Certain statements in this presentation related to Mind Medicine (MindMed) Inc. (the “Company” or “MindMed”) constitute “forward-looking information” within the meaning of applicable securities laws and are prospective in nature. Forward-loo

  3. Slide 3: Table of Contents

    MindMed 01 Executive summary 02 MindMed is successfully executing to achieve key milestones and deliver value 03 MindMed has world-class leadership and strong corporate governance practices 04 None of FCM’s nominees would be additive to the Board 05 FCM’s ideas are not viable and would expose shareh

  4. Slide 4: MindMed at a Glance: A Global Leader in Brain Health

    MindMed at a Glance: A Global Leader in Brain Health MindMed uses industry-leading drug development expertise to unlock the full therapeutic potential of psychedelics and other novel therapeutic targets Advancing Proprietary Drug Candidates Across Psychiatric Indications MM-120 Generalized Anxiety D

  5. Slide 5: Executive Summary

    Logo Executive Summary MINDMED’S STRATEGY MINDMED’S BOARD FCMExecuting a well-defined plan to create value by developing novel product candidates to treat brain health disorders At a pivotal inflection point – with two Phase 2 clinical readouts for MM-120 expected in 2023 Well-capitalized, with cash

  6. Slide 6: MindMed is at a Pivotal Inflection Point

    Logo MindMed is at a Pivotal Inflection Point We anticipate the following key milestones in 2023: Topline results from Phase 2b study of MM-120 for the treatment of Generalized Anxiety Disorder Topline results from Phase 2a proof-of-concept trial of repeated low-dose MM-120 in ADHD Preclinical resul

  7. Slide 7: We Have Refocused Our Strategic Priorities

    Logo We Have Refocused Our Strategic Priorities Since Rob Barrow became CEO in mid-2021, MindMed has: Recruited a seasoned management team with a track record in research, development and commercialization in our sector Continued prudent management of expense and capital allocation activities while

  8. Slide 8: The Board Has Been Proactively and Thoughtfully Refreshed

    Logo The Board Has Been Proactively and Thoughtfully Refreshed Our Board has the right mix of experience and expertise to execute on our strategic objectives CURRENT DIRECTORS Rob Barrow appointed interim CEO (elected CEO in December) 40% refreshed Board Carol Vallone Andreas Krebs 80% refreshed Boa

  9. Slide 9: FCM's Campaign is Ill-Conceived and Value Destructive

    Logo FCM’s Campaign is Ill-Conceived and Value Destructive FCM does not understand the current business, which has changed and grown significantly since Scott Freeman was removed from the Company in 2020 FCM’s nominees lack additive experience and expertise FCM’s ideas are not viable and rest on a r

  10. Slide 10: FCM's Questionable Conduct and Track Record

    Logo FCM’s Questionable Conduct and Track Record jake freeman alright I m intoxicated what questions do you want to ask I am a sucker for whiskey r/Mindmedinvestorsclub if you you want peace, prepare for war Freeman Capital ManagementLLC This is jut beginning. Details to come this week $ MNND MINDME

  11. Slide 11: FCM's Nominees Are Not Qualified to Serve on the Board

    FCM’s Nominees Are Not Qualified to Serve on the Board Mindmed FCM’s candidates do not possess the necessary skills or expertise to lead MindMed through this pivotal period Scott Freeman President of Scott Freeman Consultant LLC Farzin Farzaneh Co-Founder, CSO of ViroCell Biologics Ltd., a private C

  12. Slide 12: Headwinds Transitioning to Positive Momentum

    Headwinds Transitioning to Positive Momentum MindMed TSR has been challenged in-line with sector peers – but recent performance reflects MindMed’s momentum heading into key milestones MindMed vs. AdvisorShares Psychedelics ETF 1. Excludes FTHWF due to its bankruptcy filing. 2. TSR calculated as of m

  13. Slide 13: Our Nominees Have the Right Skills to Oversee Our Strategy

    Our Nominees Have the Right Skills to Oversee Our Strategy MindMed Robert Barrow Suzanne Bruhn, PhD Roger Crystal, MD David Gryska Andreas Krebs Carol A. Vallone Deep knowledge of MindMed’s operations gained as CEO, and prior to that as Chief Development Officer Extensive experience in clinical phar

  14. Slide 14: MindMed's Nominees Have Proven Track Records of Delivering Shareholder Value

    MindMed’s Nominees Have Proven Track Records of Delivering Shareholder Value Mindmed FCM’s Nominees MindMed’s Nominees While serving as a senior executive or director of a public company Sale of Wyeth to Pfizer (NYSE: PFE) for $68B • Sale of Seagen to Pfizer (NYSE: PFE) for $43B • Sale of GW Pharma

  15. Slide 15: Independent Experts Validate MindMed's Strategy

    Independent Experts Validate MindMed’s Strategy Mindmed Greenleaf Health – a leading third-party FDA regulatory consulting firm – has supported MindMed’s MM-120 development approach Greenleaf calls Phase 2b dose-ranging clinical trial an “essential component” to the MM120 development program – and h

  16. Slide 16: The Board's Nominees are Best Positioned to Create Value

    The Board’s Nominees are Best Positioned to Create Value Mindmed This is a pivotal period for MindMed with key milestones expected this year We have already seen significant positive momentum across the business, and believe there is a tremendous potential addressable market for our therapies to tre

  17. Slide 17: Executive Summary

    Mindmed 01 Executive Summary 02 MindMed is successfully executing to achieve key milestones and deliver value 03 MindMed has world-class leadership and strong corporate governance practices 04 None of FCM’s nominees would be additive to the Board 05 FCM’s ideas are not viable and would expose shareh

  18. Slide 18: We've Seen Positive Momentum Across the Business

    We’ve Seen Positive Momentum Across the Business Mindmed Significant Market Opportunity Improved Operating Performance Exciting Drug Candidates ANXIETY 21% 1-year prevalence of anxiety disorders in the US1 ADHD 4.4% Estimated prevalence among US adults2 AUTISM SPECTRUM DISORDER $461B Economic cost o

  19. Slide 19: Our Strong Research & Development Pipeline

    Our Strong Research & Development Pipeline Mindmed Product candidate indication pre-clinical phase-1 phase-2 phase-3 Registration PSYCHIATRY MM-120 (LSD D-TARTRATE) MM-402 (R(-)-MDMA) SUBSTAMCE USE DISORDERS MM-110 (Zolunicant HCI)* DISCOVERY & EARLY DEVELOPMENT Novel tryptamines undisclosed Novel p

  20. Slide 20: Key Drug Candidate: MM-120 Program

    Key Drug Candidate: MM-120 Program Mindmed Proprietary drug candidate with evidence of clinical benefits across a broad range of brain health disorders We are positioned for two key data readouts this year and have recently reached an enrollment milestone in our Phase 2b trial for GAD with over 50%

  21. Slide 21: Key Drug Candidate: MM-402 Program

    Key Drug Candidate: MM-402 Program MindMed Proprietary drug candidate being developed as first ever treatment for core symptoms of ASD Preclinical Data Presentation | May 2023 Positive preclinical study data of MM-402 in a model for autism spectrum disorder (ASD) to be presented at the 2023 American

  22. Slide 22: Digital Medicine Designed to Enhance the Value of Our Therapeutic Offerings

    Digital Medicine Designed to Enhance the Value of Our Therapeutic Offerings MindMed Our drug development strategy is closely complemented by a platform of digital medicine programs that we are developing to facilitate adoption, use and access to our product candidates Pre-Treatment During Treatment

  23. Slide 23: Protecting the Value of Our Intellectual Property

    Protecting the Value of Our Intellectual Property • We are focused on protecting our innovation and market potential through IP-oriented R&D strategies — Our current management team and R&D leaders all of whom have been hired since Scott Freeman left the Company are the inventors of all of our key p

  24. Slide 24: Headwinds Transitioning to Positive Momentum

    1. 2. Headwinds Transitioning to Positive Momentum MindMed TSR has been challenged in-line with sector peers - but recent performance reflects MindMed's momentum heading into key milestones 80% +63% 60% YTD 40% 20% 0% -20% -40% -60% -80% MindMed vs. AdvisorShares Psychedelics ETF1 -100% MNMD CMND PS

  25. Slide 25: Third Party Analysts Support Our Value Creation Opportunities

    Third Party Analysts Support Our Value Creation Opportunities ff We continue to see shares undervaluing the opportunity for a novel mechanism to treat GAD even with conservative assumptions around patent life and market uptake, and look to additional derisking events this year." - Brian Abrahams, MD

  26. Slide 26: Analyst Support for MM-120 Strategy and Expected Timelines

    Analyst Support for MM-120 Strategy and Expected Timelines Therefore, we are cautiously optimistic that '120 will not only achieve the primary outcome with a dose response that can be discerned but also demonstrate long-term clinical benefit as well... As such, we find it ill-advised for dose rangin

  27. Slide 27: Executive Summary

    01 Executive Summary MindMed 02 MindMed is successfully executing to achieve key milestones and deliver value 03 MindMed has world-class leadership and strong corporate governance practices 04 None of FCM's nominees would be additive to the Board 05 FCM's ideas are not viable and would expose shareh

  28. Slide 28: Our Nominees Have the Right Skills to Oversee Our Strategy

    Our Nominees Have the Right Skills to Oversee Our Strategy MindMed Robert Barrow Usona Institute OLATEC MindMed Deep knowledge of MindMed's operations gained as CEO, and prior to that as Chief Development Officer ✓ Extensive experience in clinical pharmacology and drug development across a variety o

  29. Slide 29: MindMed Has a World-Class Leadership Team

    MindMed Has a World-Class Leadership Team MindMed Robert Barrow Chief Executive Officer and Board Director Usona Miri Halperin Wernli, PhD Executive President Daniel Karlin, MD, MA Chief Medical Officer MSD }}}} HealthMode Institute Roche Pfizer OLATEC Tufts UNIVERSITY ACTELION Schond Greenway, MBA

  30. Slide 30: Our R&D Team Has Significant Drug Development Experience

    Our R&D Team Has Significant Drug Development Experience VELETRI VELETRI Tracleer 125 mg Filmtabletten Bosentan 56 Fimtableten Zum Ennemen Delstrigo doravirine/lamivudine/ tenofovir disoproxil fumarate 100 mg/300 mg/300 mg tablets Pifeltro doravirine 100 mg tablets ACTELION ZAVESCA (miglustat) capsu

  31. Slide 31: Strong Corporate Governance Policies

    Strong Corporate Governance Policies Logo Best Practices Refreshed Board The Right Perspectives New Independent board chair in 2021 Majority Voting Policy for uncontested director elections Annually elected directors Robust Code of Conduct and Ethics Regular, proactive communications with shareholde

  32. Slide 32: Our Compensation Program is Aligned with Shareholders' Interests

    Our Compensation Program is Aligned with Shareholders’ Interests Logo MindMed’s approach to executive compensation links pay to performance 87% and 85% of Mr. Barrow’s and our other NEOs’ respective 2022 total direct compensation was “at-risk,” with payout and value directly tied to Company performa

  33. Slide 33: Executive Summary

    01Executive Summary 02 MindMed is successfully executing to achieve key milestones and deliver value 03 MindMed has world-class leadership and strong corporate governance practices 04 None of FCM’s nominees would be additive to the Board 05 FCM’s ideas are not viable and would expose shareholders to

  34. Slide 34: FCM's Nominees Are Not Qualified to Serve on the Board

    34 FCM’s Nominees Are Not Qualified to Serve on the Board FCM’s candidates do not possess the necessary skills or expertise to lead MindMed through this pivotal period Scott Freeman Farzin Farzaneh Vivek Jain Alexander Wodka Co Founder, CSO of ViroCell Biologics Ltd., a private CDMO President of Sco

  35. Slide 35: MindMed vs. FCM: A Stark Contrast in Experience

    35 MindMed vs. FCM: A Stark Contrast in Experience MindMed s nominees possess value additive experience and have track records of proven positive impact on therapeutic success MindMed Nominees T rack record of developing, commercializing and managing tens of billions of dollars in revenues across in

  36. Slide 36: MindMed vs. FCM: A Stark Contrast in Experience

    36 MindMed vs. FCM: A Stark Contrast in Experience MindMed s nominees possess value additive experience and have track records of proven positive impact on therapeutic success MindMed Nominees Track record of developing, commercializing and managing tens of billions of dollars in revenues across ind

  37. Slide 37: Shareholders Should Not Entrust FCM and Scott Freeman with MindMed's Development Pipeline

    37 Shareholders Should Not Entrust FCM and Scott Freeman with MindMed s Development Pipeline For years, Scott Freeman did nothing to address FDA concerns with MM 110 and as a result, clinical trial design flaws adopted under his leadership led to the reallocation of resources away from the program O

  38. Slide 38: Market Reaction to Scott Freeman's Litigation

    38 $8 $9 $10 $11 $12 $13 8/29/2022 8/30/2022 8/31/2022 9/1/2022 9/2/2022 9/6/2022 9/7/2022 9/8/2022 Market Reaction to Scott Freeman s Litigation Scott Freeman’s Actions Do Not Reflect Shareholders’ Best Interests Following unfounded IP allegations and personal legal dispute, MindMed saw a $90 milli

  39. Slide 39: Executive Summary

    39 01Executive Summary 02 MindMed is successfully executing to achieve key milestones and deliver value 03 MindMed has world class leadership and strong corporate governance practices 04 None of FCM s nominees would be additive to the Board 05 FCM’s ideas are not viable and would expose shareholders

  40. Slide 40: FCM's Proposed Path Forward is a Fantasy

    40 FCM s Proposed Path Forward is a Fantasy The ideas FCM has raised demonstrate an ignorance of the FDA drug approval process applicable to major market psychiatric disorders and of the capital allocation and financing needs of a company at MindMed’s growth stage We believe implementing its ideas w

  41. Slide 41: FCM's Ideas Would Put Shareholders' Investments at Risk

    FCM’s Ideas Would Put Shareholders’ Investments at Risk logo MindMed FCM’s Ideas Reality Slash G& Aand R&D team Divest programs Lock up cash in treasury bills Relative to our closest sector peers, we spend materially less on SG&A in absolute and percentage terms Our R&D team has decades of successfu

  42. Slide 42: FCM Core Idea – Skip to Phase 3 Trial for MM-120

    FCM Core Idea – Skip to Phase 3 Trial for MM-120 logo MindMed FCM’s unrealistic idea calls for moving directly to Phase 3 trial ofMM-120 “Initiate the long overdue Phase III clinical trial for MM-120 (LSD) in 2023 based on the two Phase II clinical trials in Generalized Anxiety Disorder(GAD) already

  43. Slide 43: Independent Experts Validate MindMed's Strategy

    Independent Experts Validate MindMed’s Strategy logo MindMed Greenleaf Health – a leading third-party FDA regulatory consulting firm – has supported MindMed’s MM-120 development approach Greenleaf calls Phase 2b dose-ranging clinical trial an “essential component” to the MM-120 development program –

  44. Slide 44: UHB Principal Investigator Agrees with MindMed

    UHB Principal Investigator Agrees with MindMed logo MindMed Dr. Matthias Liechti, MindMed’s collaborator at University Hospital Basel – whose investigator-initiated trial FCM itself suggested could be leveraged to skip to Phase 3 – agrees our current plan is the best path forward logo logo I fully s

  45. Slide 45: FCM Ideas – Slash R&D and Administrative Staffing

    FCM Ideas – Slash R&D and Administrative Staffing logo MindMed FCM calls for a “significant” reduction of the R&D Team “Streamline redundant general and administrative employees and the current large R&D teams. FCM believes that the current administrative employees and R&D teams can be reduced signi

  46. Slide 46: FCM Ideas – Adopt Additional Compensation Policies

    FCM Ideas –Adopt Additional Compensation Policies logo MindMed FCM calls for blackouts on director and management share sales and utilization of PSUs Adopt director ownership policies, blackouts on director and management share sales until after key milestones are reached and utilize performance-bas

  47. Slide 47: Executive Summary

    MindMed 01 Executive Summary 02 MindMed is successfully executing to achieve key milestones and deliver value 03 MindMed has world-class leadership and strong corporate governance practices 04 None of FCM’s nominees would be additive to the Board 05 FCM’s ideas are not viable and would expose shareh

  48. Slide 48: FCM Has Not Engaged in Good Faith

    FCM Has Not Engaged in Good Faith logo MindMed Private Engagement AUG 2021 Scott Freeman sent a request to MindMed for a Board seat MAY 6 The Board invited Scott Freeman to submit his resume to be included in the list of possible candidates. MindMed received no response from Scott Freeman AUG 11 FCM

  49. Slide 49: FCM Has Not Engaged in Good Faith (cont.)

    FCM Has Not Engaged in Good Faith (cont.) MindMed OCT 3 Mr. Freeman issued a public letter addressed to Mr. Barrow challenging Mr. Barrow to a “public debate” OCT 13 FCM issued a public letter to Company shareholders addressing Mr. Barrow’s interview with Psychedelic Invest OCT 21–NOV 21 FCM issued

  50. Slide 50: Our Attempts at a Constructive Solution Have Been Rejected

    Our Attempts at a Constructive Solution Have Been Rejected MindMed MindMed’s Offer (Sept 23) Mutually-agreed upon independent director to be nominated for election at the Annual Meeting MindMed management holding a confidential discussion with representatives of FCM to provide FCM with further insig

  51. Slide 51: FCM's Questionable Conduct and Track Record

    FCM’s Questionable Conduct and Track Recordlogo FCM does not manage institutional capital and its only other publicly disclosed investment was a meme-stock investment in Bed Bath & Beyond Jake Freeman, the Chief Executive Manager of FCM, is a college student with no credible investment or profession

  52. Slide 52: Executive Summary

    01 Executive Summary logo 02 MindMed is successfully executing to achieve key milestones and deliver value 03 MindMed has world-class leadership and strong corporate governance practices 04 None of FCM’s nominees would be additive to the Board 05 FCM’s ideas are not viable and would expose sharehold

  53. Slide 53: Conclusion - MindMed's Nominees Are the Right Choice for Shareholders

    Conclusion - MindMed’s Nominees Are the Right Choice for Shareholders logo MindMed’s strategy is working We are executing a carefully constructed plan and are approaching our first clinical trial data readouts later this year We are well-capitalized and well-positioned to be a leader in the emerging

  54. Slide 54: Vote the WHITE Universal Proxy Card to Protect MindMed

    Vote the WHITE Universal Proxy Card to Protect MindMed logo PROTECT YOUR INVESTMENT IN MINDMED LOGO Vote MindMed’s WHITE universal proxy card to vote “FOR” MindMed’s six highly qualified nominees, FOR the other proposals recommended by MindMed and WITHHOLD on FCM’s nominees www.ProtectMindMed.com IN

  55. Slide 55: Appendix

    <3) MindMed Appendix

  56. Slide 56: Robert Barrow

    Robert Barrow logo Robert Barrow possesses deep knowledge of the Company and extensive experience in clinical pharmacology and drug development in a variety of therapeutic areas, as well as financial expertise – all of which are essential to our Board. Mr. Barrow is an accomplished pharmaceutical ex

  57. Slide 57: Suzanne Bruhn, PhD

    Suzanne Bruhn, PhD logo Suzanne Bruhn, PhD possesses significant experience as chief executive officer of several biotech companies and as a member of the board of directors of several public companies in the life sciences industry, which provide her with the relevant public company governance exper

  58. Slide 58: Roger Crystal, MD

    Roger Crystal, MD logo Roger Crystal, MD possesses extensive experience leading a pharmaceutical company as its chief executive officer. His background and training as a medical doctor and his strong background in clinical research, product development and commercialization make him qualified to ser

  59. Slide 59: David Gryska

    David Gryska logo David Gryska is an experienced biopharmaceutical company chief financial officer and director. His extensive audit and financial expertise make him an asset to our Board. Mr. Gryska possesses decades of experience as a c-suite executive and director at a number of leading public bi

  60. Slide 60: Andreas Krebs

    Andreas Krebs logo Andreas Krebs possesses financial expertise, investment experience and experience as an international pharmaceutical executive – all of which are an asset to our Board. Mr. Krebs is an internationally experienced executive, entrepreneur and best-selling author who serves as Vice C

  61. Slide 61: Carol A. Vallone

    Carol A. Vallone logo Carol A. Vallone possesses financial, executive and governance expertise resulting from her service on the boards of trustees for multiple hospitals; extensive experience building and selling global companies; and experience as a director and advisor to several healthcare compa

  62. Slide 62: AdvisorShares Psychedelics ETF is the Best Peer Group for Performance Comparison

    AdvisorShares Psychedelics ETF is the Best Peer Group for Performance Comparison logo We selected all of the member stocks comprising the AdvisorShares Psychedelics ETF (PSIL) (NYSEARCA: PSIL) as the best peer group for evaluating our TSR performance because: PSIL is an ETF that primarily tracks and

  63. Slide 63: (3) MindMed_

    (3) MindMed_

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