Definium Therapeutics, Inc. · NASDAQ:DFTX

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

95 slides from Definium Therapeutics's proxy contest presentation, May 24, 2023

  1. Slide 1: Restore Mind Medicine

    Restore Mind Medicine May 2023

  2. 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

  3. Slide 3: Table of Contents

    Table of Contents I. Executive Summary Introduction 6 Questions to the Company for MM-110 Unkept Promises in Other Clinical Trials The Tales of Digital Medicine 40 41 42 Key Dates MM-120 Strategy Other Clinical Development 65 Say-on-Pay Investor Relations Enhancements 88 89 VII. Severe Market Underp

  4. Slide 4: Executive Summary

    I. Executive Summary 4

  5. Slide 5: We believe MindMed has tremendous potential

    We believe MindMed has tremendous potential, and under new shareholder aligned leadership and the right clinical strategy, it could be well-positioned to capitalize on the massive opportunities in the psychedelic medicine sector over the next several years. - Dr. Scott Freeman, FCM Nominee and MindM

  6. Slide 6: Introduction

    Introduction MindMed is an early-stage biopharmaceutical company developing psychedelic medicines with its lead drug candidate being LSD (MM-120). Under the oversight of the MindMed board of directors (the “Board”) since CEO Robert Barrow was appointed: MindMed has embarked Shareholders have experie

  7. Slide 7: Severe Market Underperformance

    Severe Market Underperformance 70 Mr. Barrow is appointed interim CEO 60 MindMed’s share price is down 95% 50 MindMed Announces Expanded Clinical Development Pipeline, Releases Earnings since current management took over in June 2021. Market Close 40 Mr. Barrow appointed permanent CEO MindMed leads

  8. Slide 8: Comparative Performance

    Comparative Performance MindMed’s Company June 8 2021 December 31 2021 December 31 2022 April 14 2023 Relative Performance From June 2021 Mind Medicine (MindMed) Inc. $55.65 $20.70 (-62%) $2.20 (-96%) $3.06 (-95%) -- SPDR S&P Biotech ETF $133.46 $111.96 (-16%) $83.00 (-38%) $78.19 (-41%) -92% Compas

  9. Slide 9: Our History of Engagement

    Our History of Engagement July 2019 August 2020 Dr. Freeman co-founded MindMed and became Chief Dr. Freeman developed MindMed’s clinical framework, recruited Medical Officer and Executive President of MindMed. key employees, and created the collaboration with the University Hospital Basel. Dr. Freem

  10. Slide 10: Our History of Engagement

    Our History of Engagement September 2022 April 2023 May 2023 MindMed proposed one mutually agreeable FCM sent a letter to the Board to try After MindMed presented the same director at the next AGM. After FCM to find a path forward which would proposal as before, FCM nominated four rejected this prop

  11. Slide 11: The Irrefutable Need For Change

    The Irrefutable Need For Change The current management’s tenure at MindMed has been marked by apparent: critical delays in clinical trials, ill-conceived and botched regulatory strategies, excessive spending and compensation, and destructive financings. The Board has failed to provide real oversight

  12. Slide 12: The Irrefutable Need For Change

    The Irrefutable Need For Change Botched Regulatory Strategy of MM-110 Flawed Strategy for Core Drug MM-120 Resulting in Program’s Termination Regulatory Failure: Regulatory Failure: MindMed embarked on a Phase IIb dose finding study for MM-120 which was unnecessary as evidenced by the MindMed dosed

  13. Slide 13: The Irrefutable Need For Change

    The Irrefutable Need For Change Poor Corporate Disconnected Pay for Inexperienced and Governance and Performance Unqualified Management Management Entrenchment In 2021 and 2022, MindMed spent over $51 CEO Robert Barrow has NEVER brought million on director and executive compensation. a drug to marke

  14. Slide 14: The Irrefutable Need For Change

    The Irrefutable Need For Change Poor Capital Allocation and Overspending MindMed’s G&A and headcount are out of line for a business of its size and need. MindMed’s business model, as a small biotechnology firm, mainly relies on contractors and consultants. The key role of the internal personnel is m

  15. Slide 15: The Irrefutable Need For Change

    The Irrefutable Need For Change Destructive, Dilutive Financing Which Decimated Shareholders Just weeks after FCM’s call for accountability and change, MindMed announced a public offering of over seven million Common Shares (25% dilution) with an equal number of accompanying warrants (25% further di

  16. Slide 16: Board Fails to Hold Management Accountable

    Board Fails to Hold Management Accountable The Board, whose members collectively own 0.22% of MindMed shares, has: Not held management accountable Demonstrated no real accountability to shareholders Little alignment with shareholders by owning the least amount of shares in their peer group The Board

  17. Slide 17: Change is Fundamentally Required for Survival

    Change is Fundamentally Required for Survival FCM has been raising the alarm since August 2022 when there was time to work together. Time has run out. Now, sell-side analysts project that MindMed will run out of cash in the second half of 2024. Analysts estimate that MindMed will have a cash burn of

  18. Slide 18: Non-Supported Directors

    Non-Supported Directors Carol Valone Roger Crystal Chair of the Board and Chair of Compensation Committee Member of Nomination & Governance Committee, Compensation Committee Oversaw Management Failures in MM-110, MM-120 Approved Golden Parachutes Approved Destructive Financing “Rubber-stamped” Poorl

  19. Slide 19: Our Plan to Restore Value

    Our Plan to Restore Value 1 Pillar One: Align general and administrative expenses and headcount 2 Pillar Two: Return to a coherent clinical development strategy 3 Pillar Three: Build a qualified management team 4 Pillar Four: Align director and executive compensation with shareholder value creation

  20. Slide 20: 100 Day Plan

    100 Day Plan We expect to create immediate value as our plan is designed to provide a rapid, comprehensive review of MindMed within 75 days. Rapid Review Streamlining Implementation Drive Shareholder Operations of Pillars Value 25 Days 50 Days 75 Days 100 Days & Beyond Review UHB data and Implement

  21. Slide 21: Our Nominees' Commitment to MindMed

    Our Nominees’ Commitment to MindMed Our nominees understand that their election could result in a bumpy transition, especially if management decides to abandon ship. Dr. Freeman is committed to stepping into a CMO role (and potentially as a temporary CEO while a search is ongoing) to handle and over

  22. Slide 22: We Are Aligned with Shareholders

    We Are Aligned with Shareholders Dr. Freeman owns 2.5% of MindMed’s FCM, Dr. Freeman, Mr. Jain, and Mr. shares, FCM beneficially owns an Freeman have pledged to lock-up additional 1%. their shares until June 2025, if FCM’s slate is elected. Both Dr. Freeman and Mr. Jain have invested over $1M of per

  23. Slide 23: Our Exception Nominees v. Incumbents

    Our Exception Nominees v. Incumbents FCM Nominees Company Nominees Dr. Freeman Dr. Farzaneh Mr. Jain Mr. Wodka Mr. Barrow Ms. Vallone Mr. Krebs Dr. Crystal Brought Drug to Market Accelerated Drug Approval Phase III Trial Design Clinical Trial Experience Preclinical Experience Regulatory Experience C

  24. Slide 24: A Flawed Approach to Clinical Development

    II. A Flawed Approach to Clinical Development 24

  25. Slide 25: Flawed Clinical Development Strategy

    Flawed Clinical Development Strategy The apparent value driver of a biotechnology company is their clinical program and bringing drugs to market. We believe that a demonstrated ability to execute is imperative. We contend that MindMed under Barrow’s tenure has persistently failed: to meet critical t

  26. Slide 26: Delayed Clinical Development Pipeline

    Delayed Clinical Development Pipeline All of MindMed’s clinical trials have faced significant delays. Goal Touted Date Actual Date Initiation of MM-120 GAD Phase IIb September of 2021 August of 2022 Initiation of MM-120 ADHD Phase IIa End of 2020 December 17, 2021 Completion of MM-110 Phase I April

  27. Slide 27: Clinical Development Nomenclature

    Clinical Development Nomenclature FDA Requirements for Drug Approval Dose Finding: the FDA requires you to find the lowest effective dose. Pivotal Trials: The FDA requires 2 pivotal trials for drug approval, typically done in Phase III. Clinical Development Pathway Phase I: safety and tolerability.

  28. Slide 28: MM-120 Background

    MM-120 Background MindMed has the rights to two successful, randomized Phase II trials in LSD for GAD, a Phase I/IIa trial of LSD, and many other supportive studies for psychedelic drugs. Under Dr. Freeman’s leadership, MindMed initiated its pivotal and fruitful relationship with the University Hosp

  29. Slide 29: The Unprecedented Phase IIb

    The Unprecedented Phase IIb Claim: First MindMed claimed that a Phase IIb Is a Required Step for a CNS Drug FCM analyzed all 62 successful CNS drug candidates in the last decade and found that each either used either a pivotal Phase IIb or Phase III study in their regulatory strategy following a suc

  30. Slide 30: Results of FCM's FDA Study

    Results of FCM's FDA Study Phase I n = 62 Skip Phase II Successful Phase II Phase IIb n = 13 n = 29 n = 20 Phase III Pivotal Phase IIb Non-Pivotal Dose Finding n=2 Phase IIb n = 40 n=0 See [11] 30

  31. Slide 31: CEO Robert Barrow

    CEO Robert Barrow 2009: Barrow graduates Wake Forest with a B.S. in Finance. 2009: Barrow joins Olatec Therapeutics as VP of Operations. Olatec Therapeutics focuses on the development of topical gels which have a simpler regulatory pathway and simpler clinical trials compared to psychedelics. 2018:

  32. Slide 32: CMO Danial Karlin

    CMO Danial Karlin 2009: Karlin completes psychiatry residency. 2009-2014: Various jobs in patient care and academics 2014-2018: Served in several roles in bioinformatics at Pfizer Head of Clinical Informatics Senior Director, Quantitative Medicine Director, Computational Neuro-medicine 2018-2021: Ka

  33. Slide 33: Setting the Record Straight

    Setting the Record Straight After our analysis refuted MindMed’s original claim that a Phase IIb was an FDA requirement. MindMed has begun portraying a litany of claims regarding the need for a Phase IIb. We believe each of their claims is false or misleading. False Phase IIb is needed to make criti

  34. Slide 34: Flawed Approach for Phase IIb

    Flawed Approach for Phase IIb Even if a Phase IIb were needed, we believe MindMed’s approach is flawed and will result in further issues. MindMed should have negotiated for a pivotal Phase IIb trial, to save time and money. MindMed’s Phase IIb has a flawed dosing regimen as it tests a single dose of

  35. Slide 35: The Unnecessary Phase IIb is Also Delayed

    The Unnecessary Phase IIb is Also Delayed MindMed first announced plans for the Phase IIb in August 2020. MindMed set the start date of Q3 2021 with expected topline results by the “end of 2023.” Despite the trial starting in August 2022, MindMed STILL maintains the study will meet the “end of 2023”

  36. Slide 36: MindMed "On-Track"

    MindMed “On-Track” Since January, MindMed has continued to repeat that they are on track: but they have always been trying to catch-up. “50% of patients dosed across 20 active clinical sites” May 18, 2023. MindMed’s Press Release Announcing Enrollment “the [Phase 2b study] remains on track” May 4, 2

  37. Slide 37: Categorical Failure of MM-110 Program

    Categorical Failure of MM-110 Program 2015 April 2020 The FDA stated that key preclinical safety trials were Dr. Freeman started a low-dose (<20 mg) Phase I trial into required prior to initiating human trials in MM-110 but MM-110 and left MindMed while dosing was at 8mg. FDA allowed the use of low

  38. Slide 38: Categorical Failure of MM-110 Program

    Categorical Failure of MM-110 Program July 2022 August 2022 MindMed touted MM-110 as Phase II ready; MindMed terminated the MM-110 program after the without disclosing any immediate FDA risk FDA reiterated its request for months-to-years of to investors. preclinical safety trials which were first re

  39. Slide 39: The Disparity Between MindMed and the FDA

    The Disparity Between MindMed and the FDA “Positive safety and tolerability results “The [FDA] … requested Additional Preclinical Characterization support the advancement of MM-110 of MM-110 that will now be required prior to initiating the and guide the Phase 2a dose” proposed Phase 2a trial in the

  40. Slide 40: Questions to the Company for MM-110

    Questions to the Company for MM-110 Was Barrow aware of the FDA’s requirement for “months-to-years” of safety data before increasing dosage 35x? If he was aware, why did he do this? And did he properly obtain patient consent given the FDA concerns? If not, why did he not read the FDA minutes prior t

  41. Slide 41: Unkept Promises in Other Clinical Trials

    Unkept Promises in Other Clinical Trials MindMed has repeatedly promised investors various trials which were quietly dropped without explanation. From January 2021 until August of 2021, MindMed repeatedly told investors it was starting a trial with micro dosing MM-120 and using digital medicine. Thi

  42. Slide 42: The Tales of Digital Medicine

    The Tales of Digital Medicine In February of 2021, MindMed acquired Healthmode Inc. (“Healthmode”) for approximately $33M to create a digital medicine division. Karlin was CEO of Healthmode. The Company announced partnerships with Novartis, the National Institute of Health, Merck, and Bioxcel Therap

  43. Slide 43: Destructive and Dilutive Financing Approach

    III. Destructive and Dilutive Financing Approach 43

  44. Slide 44: Why has MindMed opted to issue equity at such punitive economics?

    Why … has [MindMed] opted to issue equity at such punitive economics? this is a very unusual and unattractive offering [The offering] was poorly timed and ill-conceived - Canaccord Genuity See [14] 44

  45. Slide 45: Destructive, Dilutive Financing

    Destructive, Dilutive Financing Two weeks after FCM’s negotiations with the Company fell through, MindMed announced a financing of 7M shares (25% of the shares outstanding at the time) and a full warrant accompaniment at $4.25 a share compared to MindMed’s share price of $6.12 and a 30-day VWAP of $

  46. Slide 46: MindMed's Purported Reasons

    MindMed’s Purported Reasons MindMed has developed two rationales for why the September Financing was needed: 1. To increase MindMed’s institutional ownership: In reality, many of the institutions who joined MindMed through the offering have since sold. Notably, CVI Investments who was a 13G filer fo

  47. Slide 47: Excessive G&A Expenses

    IV. Excessive G&A Expenses 47

  48. Slide 48: Poor Use of Capital and Expense Controls

    Poor Use of Capital and Expense Controls Other R&D Executive & Director Compensation Core Drugs R&D R&D Overhead G&A Costs Source: Company SEC Filings. See [17] 48

  49. Slide 49: G&A and Headcount Out of Line

    G&A and Headcount Out of Line MindMed’s G&A and headcount are out of line for a business of its size and need. The Board categorically rejected the notion of cost-cutting when FCM raised this with them in August 2022 and again in a recent letter to shareholders. In fact, instead of cutting expenses

  50. Slide 50: Poor Capital Allocation

    Poor Capital Allocation Clinical trial & core drug spend G&A spend From FY2020 to FY2022, MindMed’s spending on MindMed’s cash spending on G&A is 45% versus its peer 31% 13% clinical trials and core drugs 45% 36% group which spent 36%. has dropped from 31% to 13%. 2020 2022 MindMed Peer Group Notabl

  51. Slide 51: Overemphasis on Commercialization

    Overemphasis on Commercialization We contend that MindMed’s focus on commercialization while being apparently six or more years away from product launch is not an efficient use of resources. MindMed’s commercialization team consists of a Chief Commercial Officer, two product managers, and one Direct

  52. Slide 52: Redundant Staffers & C-Suite

    Redundant Staffers & C-Suite MindMed has a HR-per-100 employee ratio of 6 versus a median of 1.6 per 100 employees. MindMed has two personnel in communications and investor relations. This is out of line for a company of MindMed’s size and PR needs. As such, we believe this can be reduced to one. Mi

  53. Slide 53: Executive Compensation & Corporate Governance

    V. Executive Compensation & Corporate Governance 53

  54. Slide 54: Minimally Aligned Board

    Minimally Aligned Board MindMed’s Board owns significantly less than any other company in its peer group. Revive Relmada Numinus Seelos ATAI Life Sciences GH Research Plc Cybin Compass MindMed 0 5% 10% 15% 20% 25% 30% Board Ownership See [19] 54

  55. Slide 55: Director Over-Compensation

    Director Over-Compensation Company 2022 Average Non-Executive 2022 Share 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%

  56. Slide 56: Outsized Executive Compensation

    Outsized Executive Compensation Over the past two years, shareholders have watched the Company’s share price plummet a shocking 95%, the worst of its peer group, while the Board has lavished itself and management with over $51M in compensation over the same time period. Mr. Barrow and Dr. Karlin sol

  57. Slide 57: Poorly Designed Executive Compensation Structure

    Poorly Designed Executive Compensation Structure Executives receive annual RSU and stock options that are not subject to appropriate performance requirements. Several of MindMed’s corporate goals for the assessment of compensation were just simply following the law or the basic requirements of their

  58. Slide 58: "Rubberstamped" Executive Compensation

    “Rubberstamped” Executive Compensation “A +” | Many of MindMed’s “Completed” Corporate Goals were simply not met “Execute R&D program and regulatory filings to MindMed’s R&D program in MM-110 failed because MindMed failed to do position for initiation of phase 2 study of MM-110” required regulatory

  59. Slide 59: "Rubberstamped" Executive Compensation

    “Rubberstamped” Executive Compensation “Progress digital medicine programs, including MindMed’s digital medicine candidates have stagnated and MindMed has advancement of regulatory engagements and failed to announce any progress. clinical trials for session monitoring system.” “Launch commercial bus

  60. Slide 60: Poor Corporate Governance Practices

    Poor Corporate Governance Practices The Board has entrenched management with golden parachutes. The Board has failed to hold executives accountable for failures. The Board has approved failures such as the destructive financing, the MM-110 dosing without proper safety data, and the flawed, unnecessa

  61. Slide 61: Our Plan to Restore Value: MM-120 for GAD

    VI. Our Plan to Restore Value MM-120 for GAD 61

  62. Slide 62: Bringing MM-120 to Market Quickly and Safely

    Bringing MM-120 to Market Quickly and Safely We believe MindMed should follow the industry gold standard: perform a three-arm Phase III dose finding study. Dose Effective Safety From UHB’s studies, we know that 25 μg does not work, 200 μg is effective but not well 25 μg No Yes tolerated, and 100 μg

  63. Slide 63: Trial Diagram

    Trial Diagram Male and female eligible patients aged ≥ 18 and ≤ 70 years with GAD either previously diagnosed or diagnosed at screening who agree to participate in the study. GAD Patients Arm 1 Arm 2 Arm 3 25 μg MM-120x2 doses 50 μg MM-120 x2 doses 100 μg MM-120 x2 doses 6 weeks Treatment Effect Fin

  64. Slide 64: FDA Accelerated Approval

    FDA Accelerated Approval The FDA has an accelerated approval program to allow NDA approval for patients with unmet medical needs. Although there are drugs approved or in development for general anxiety disorder, there are patients that fit into an unmet medical need. We will be exploring a path for

  65. Slide 65: Key Dates MM-120 Strategy

    Key Dates MM-120 Strategy Finalize Phase III protocol for MM-120 in GAD. Finalize data entrance and begin analysis of Jul 8 UHB trial data. Begin working on FDA briefing document. This will be a two-dose regimen; a 2023 one dose regimen will be in post-market evaluation. Submit FDA meeting request.

  66. Slide 66: Our Plan to Restore Value: Other Clinical Programs & Digital Medicine

    VI. Our Plan to Restore Value Other Clinical Development Programs & Digital Medicine 66

  67. Slide 67: MM-110 Preclinical Safety Studies

    MM-110 Preclinical Safety Studies Sep Dec Review of MM-110 data in Phase I study (Low Priority) 2023 2023 Review timeline for: Performing pre-clinical safety studies, Extending Phase I to get a 30-day dose, and the timing for NDA. Commercial analysis of market opportunities in opioid addiction treat

  68. Slide 68: MM-402

    MM-402 MM-402 is a type of MDMA with supposedly less side-effects. Currently, MindMed is pursuing MM-402 for Autism Spectrum Disorder. June Meet relevant personnel for MM-402 and obtain the requisite data for the 20 proposed Phase I study of MM-402. 2023 Have meetings with management, clinical perso

  69. Slide 69: Digital Medicine

    Digital Medicine June Hold meetings with the head of digital medicine to review the work done in 22 the division as well as the budget. 2023 June June 23 28 Hold meetings with each member of the digital medicine team. 2023 2023 July Board meeting with management to discuss the future of digital medi

  70. Slide 70: Other Clinical & Pre-clinical Programs

    Other Clinical & Pre-clinical Programs In 2022, MindMed spent $7M on pre-clinical and other programs. This may include some spending on digital medicine. MindMed offers no disclosure on what this line item entails. We intend to conduct a rapid review of these programs with an emphasize on streamlini

  71. Slide 71: Our Plan to Restore Value: R&D Personnel

    VI. Our Plan to Restore Value R&D Personnel 71

  72. Slide 72: MindMed R&D Personnel Breakdown

    MindMed R&D Personnel Breakdown Personnel Type Current Quantity Projected Personnel Includes open positions Digital Medicine 6 1 Global Regulatory Affairs 2 1 Commercialization 4 0 (consultant) Clinical Operations and Scientists 5 4 Pharmaceutical Development 4 1 Quality Assurance, CMC 4 2 Project M

  73. Slide 73: Proposed Organization Chart

    Proposed Organization Chart CMO Director of VP of Support Project Toxicology Operations Manager Senior Director Clinical Scientist Senior Director of CMC QA Director of Pharmaceutical of Global Clinical Operations Digital Medicine Development Regulator Strategy Pantent Clinical Operation CRA Lawyer

  74. Slide 74: Our Plan to Restore Value: R&D Budget

    VI. Our Plan to Restore Value R&D Budget 74

  75. Slide 75: External R&D Collaborations

    External R&D Collaborations We believe that MindMed’s external R&D collaborations with UHB are critical to providing MindMed with a competitive advantage on new research molecules and data to expand the pipeline. In 2022, MindMed took the short-sighted approach and slashed external R&D collaboration

  76. Slide 76: R&D Proposed Budget

    R&D Proposed Budget Line Item Budget Internal Personnel Costs $3,600,000 Commercial Consultant $150,000 External R&D Collaborations (UHB) $4,000,000 Digital Medicine $1,000,000 MM-110 – Toxicology Studies $75,000 MM-402 – Strategic Review and Phase I $1,500,000 MM-120 – Phase III Proposal $20,000 MM

  77. Slide 77: Our Plan to Restore Value: G&A

    VI. Our Plan to Restore Value G&A 77

  78. Slide 78: Commitment for Judicious Use of Shareholder Capital

    Commitment for Judicious Use of Shareholder Capital MindMed should be judicious about further equity issuances to preserve value for existing investors. We want to attract long term investors who believe in the Company and its prospects, not because they are receiving a deal at 30% of market price.

  79. Slide 79: Align G&A and Headcount

    Align G&A and Headcount Align G&A Expenses and Headcount with MindMed’s Actual Needs: Conduct a rapid review of the Company’s general and administrative expenses and eliminate unnecessary expenses and headcount to help ensure MindMed has the resources to support its clinical development programs. 79

  80. Slide 80: Executive Personnel

    Executive Personnel We will seek 10% reduction in salary for executives (as allowed without triggering their golden parachutes). MindMed will suspend the issuance of stock options and RSUs immediately for executive personnel. Executive President Wernli will focus on business strategy and assume the

  81. Slide 81: G&A Personnel

    G&A Personnel Team Current Quantity Projected Personnel Legal Team 3 1 (with one in R&D) Finance Team 4 3 Communications Team 2 1 Human Resources 3 1 IT Services 1 1 Business Strategy 1 0 CEO, CMO, Executive President 3 3 81 See [20]

  82. Slide 82: G&A Budget for Q4 2023 - Q3 2024

    G&A Budget for Q4 2023 - Q3 2024 Line Item Amount Executive Compensation $4,054,500 Director Compensation $300,000 Executive Benefits $1,013,625 Other Personnel Costs $810,000 Administrative Expenses $3,094,000 Audit Expenses $1,450,000 Tax Services $144,000 D&O Insurance $1,500,000 Investor Relatio

  83. Slide 83: Combined Budget

    Combined Budget Line Item Amount Executive & Director Compensation $4,354,500 G&A $7,817,625 R&D Overhead $3,750,000 Core R&D $14,595,000 Other R&D $8,000,000 Total Expenses $38,517,125 Non-Cash Items $3,575,000 Total Cash Burn $34,942,125 These estimates are based on public data, industry trends, a

  84. Slide 84: Transition Cost

    Transition Cost We expect to incur approximately $1.7M in costs associated with transitioning personnel including severance and bringing in career transition services. We expect to incur an additional $1M in costs associated with the MM-120 Phase IIb program in Q4 2023 which are reflected in the “Ot

  85. Slide 85: Cash Projection

    Cash Projection Time Adjustment Cash Start of Q2 2023 $129,409,000 Estimated Cash Burn Q2 2023 $(14,040,000) Estimated Transition Costs $(1,700,000) Estimated Cash Burn Q3 2023 $(11,120,171) Estimated Cash Burn Q4 2023 – Q3 2024 $(34,942,125) Cash End of Q3 2024 $67,606,704 These estimates are based

  86. Slide 86: Our Plan to Restore Value: Governance & Investor Relations

    VI. Our Plan to Restore Value Governance & Investor Relations 86

  87. Slide 87: Pay for Performance

    Pay for Performance Align Executive Compensation with the Creation of Sustainable Shareholder Value: We intend for MindMed to adopt director ownership policies, blackouts on director and management share sales until after key milestones are reached and utilize performance-based awards such as perfor

  88. Slide 88: Say-on-Pay

    Say-on-Pay Adopt Corporate Governance Best Practices: Adopt annual “Say-On-Pay” votes to allow shareholders to voice their views on executive compensation practices. 88

  89. Slide 89: Investor Relations Enhancements

    Investor Relations Enhancements Investor Relations Enhancements: Hold quarterly investor townhalls and establish clear methods for contacting management so that shareholders can stay informed and engaged. 89

  90. Slide 90: Our Nominees

    VII. Our Nominees 90

  91. Slide 91: Dr. Scott Freeman

    Dr. Scott Freeman Dr. Freeman has broad, executive-level experience in the biopharmaceutical industry and an extensive understanding of the Company, its business, and its clinical development requirements. Dr. Freeman served as Co-Founder, President, and Chief Medical Officer of MindMed from July 20

  92. Slide 92: Dr. Farzin Farzaneh

    Dr. Farzin Farzaneh Dr. Farzaneh has experienced widespread success in bringing transformational gene therapies from concept to clinical use and has a vast understanding of molecular medicine and cell and gene therapy. He is a seasoned researcher having published over 200 papers garnering over 13,00

  93. Slide 93: Mr. Vivek Jain, CPA

    Mr. Vivek Jain, CPA Mr. Jain, CPA is a seasoned executive and entrepreneur, with extensive, proven history in positions of business development, financial accountability, and compliance. Since 2010, Mr. Jain has served as CEO of J.A.D. Ventures Inc., where he provided a myriad of consulting services

  94. Slide 94: Mr. Alexander Wodka, CPA

    Mr. Alexander Wodka, CPA Mr. Wodka is a Certified Public Accountant and principled business leader with a successful career auditing SEC registrants, providing exceptional advice to businesses, and repeatedly generating revenue growth. From 1994 to 2022, Mr. Wodka served as a partner in the audit pr

  95. Slide 95: References

    References [1] The SPDR S&P Biotech ETF presents the performance of a broad spectrum of biotechnology companies. The remaining comparable companies represent the holdings of Horizons Psychedelic Stock Index ETF excluding Johnson & Johnson, Abbvie Inc, and FSD Pharma Inc. Johnson & Johnson and Abbvie

Mind Medicine (MindMed) — Proxy Contest (May 2023) on 6ix