Dr. Freeman, M.D., is a highly accomplished and respected leader in the biopharmaceutical industry, specializing in neurology and oncology. As the President of Scott Freeman Consultant LLC, he provides expert guidance to major pharmaceutical and biotech companies in navigating the regulatory landscape.
During his tenure at MindMed, he played a pivotal role in establishing a successful partnership with the University Hospital Basel and led groundbreaking clinical development of LSD for anxiety and ADHD. With extensive experience in FDA strategy, Dr. Freeman achieved notable milestones in addiction treatment and fast-tracked drug approvals.
His academic background includes pioneering gene therapy research, earning him significant recognition with over 4,850 citations and an h-index of 28. Dr. Freeman holds an M.D. from the University of Nevada School of Medicine and a B.A. from the University of Colorado - Boulder.
Given Dr. Freeman's extensive industry experience, comprehensive understanding of clinical development, and deep knowledge of the company, his appointment to the Board is expected to bring immense value. His expertise will undoubtedly contribute to the strategic growth and success of the organization.
Dr. Farzin Farzaneh, Ph.D., is an esteemed leader in the field of molecular medicine and cell and gene therapy. He currently holds several significant positions, including Co-Founder, Chief Scientific Officer, and board member of Virocell Biologics Ltd.
He serves as Professor and Chair of Molecular Medicine at King's College London and is actively involved in clinical trials and has published over 200 papers with more than 13,000 citations. Dr. Farzaneh is a member of the UK's Commission on Human Medicines and authorized by the MHRA to act as a Qualified Person.
His impressive career includes honorary appointments, research grants, and notable awards, and he holds a Ph.D. in Cell & Molecular Biology.
Given Dr. Farzaneh's remarkable track record in advancing gene therapies, expertise in molecular medicine and cell and gene therapy, and extensive contributions to the field, his appointment to the Board is anticipated to bring invaluable insights and strengthen the organization's strategic direction.
Alexander J. Wodka, CPA, brings extensive experience in executive positions within Crowe LLP, a multinational public accounting, consulting, and technology firm. During his tenure from 1994 to April 2022, he provided guidance for companies navigating IPOs, secondary offerings, and audits of SEC filers.
Notably, he served as Vice Managing Partner of the Audit Business Unit, Managing Partner for Diversified Industry, and Audit Practice Leader of Crowe's SEC practice. Mr. Wodka's contributions extended to the company's management committee and board of directors, where he oversaw governance, enterprise risk, and strategic planning.
Prior to joining Crowe, he held a principal role at Laventhol & Horwath, one of the largest accounting firms in the United States. He holds a B.S. in Accounting from the University of Illinois.
We believe that Mr. Wodka’s significant expertise and experience in accounting, business management, and advising public companies will make him a valuable addition to the Board.
Vivek Jain, CPA, is the Founder and CEO of J.A.D. Ventures, Inc., a consulting firm specializing in capital raising and interim executive services. He is also the Co-Founder and CEO of LOKO, a video-only dating app. Additionally, Mr. Jain serves as a consultant for Project FANchise, a fan-controlled professional sports league, and previously served as its CFO, overseeing $40M in financing and a successful Regulation A crowdfunding campaign.
Previously, Mr. Jain held positions as the principal financial officer of Investment Saskatchewan Inc., appointed by the Provincial Government of Saskatchewan, and as an Assistant Vice President for Enstar Group Limited. In the latter role, he managed a $750M investment portfolio, developed a Sarbanes-Oxley compliance program, and facilitated major acquisitions of assets from insurance companies.
Mr. Jain serves on the board of directors for Danavation Technologies Corp. and the Business Development Bank of Canada. He is a Chartered Professional Accountant and holds a bachelor's degree in business administration from the University of Regina.
We believe that Mr. Jain’s extensive c-suite level experience as well as his deep knowledge of the technology and banking industries will
make him a valuable addition to the Board.
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FCM was set-up to represent nine early investors in MindMed, including MindMed's co-founder Dr. Scott Freeman and Mr. Chad Boulanger. FCM holds a 3.5% beneficial ownership of MindMed's outstanding shares. Each of FCM’s stakeholders are deeply invested in MindMed's long-term success.
Certain Information Concerning The Participants
FCM MM Holdings LLC, a Wyoming limited liability company (“FCM Holdings”), together with the other participants named herein (collectively, “FCM”), has filed a preliminary proxy statement and accompanying BLUE proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2023 meeting of shareholders of Mind Medicine (MindMed) Inc., a British Columbia corporation (the “Company”).
FCM STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.
The participants in the solicitation are anticipated to be FCM Holdings, Jake S. Freeman (“Mr. Freeman”), Dr. Scott Freeman (“Dr. Freeman”), Chad Boulanger, Dr. Farzin Farzaneh, Vivek Jain, and Alexander Wodka.
As of the date hereof, FCM Holdings may be deemed to beneficially own 359,457 common shares, without par value (the “Common Shares”), of the Company, consisting of (i) 100 Common Shares directly owned, and (ii) 359,357 Common Shares that FCM has sole authority to vote pursuant to a proxy coordination agreement with certain other Company shareholders. As of the date hereof, Mr. Freeman may be deemed to beneficially own 365,633 Common Shares, consisting of (i) 6,176 Common Shares directly owned and (ii) 359,457 Common Shares beneficially owned by FCM Holdings pursuant to the proxy coordination agreement, which Mr. Freeman may be deemed to beneficially own as the Manager of FCM Holdings.
Pursuant to the proxy coordination agreement, Mr. Boulanger granted the sole authority to vote or dispose of 6,250 Common Shares directly owned by him to FCM Holdings and, therefore, Mr. Boulanger has no power to vote or dispose of such Common Shares. As of the date hereof, Dr. Freeman beneficially owns 973,373 Common Shares, including (i) 101,288 Common Shares directly owned, (ii) 41,668 Common Shares underlying certain options to purchase Common Shares directly owned, and (iii) 830,417 Common Shares held by THE SCOTT MITCHELL FREEMAN REVOCABLE LIVING TRUST UA 03-10-2012, of which Dr. Freeman is the sole trustee. With respect to the options held by Dr. Freeman, Dr. Freeman holds vested options to purchase 26,389 Common Shares at a strike price of CAD$4.95 per share and unvested options to purchase 15,279 Common Shares at a strike price of CAD$4.95 per share.
As of the date hereof, Mr. Jain beneficially owns 29,532 Common Shares, including (i) 2,999 Common Shares and (ii) 26,533 Common Shares underlying certain warrants to purchase Common Shares, including 348,000 MMED.WA warrants to purchase 1/15 of a Common Share at a strike price of CAD$35 per Common Share and 50,000 MMED.WR warrants to purchase 1/15 of a Common Share at a strike prince of CAD$82.14 per Common Share. As of the date hereof, neither of Messrs. Farzaneh or Wodka beneficially owns any Common Shares.
FCM's and its nominees beneficially own, own, control or exercise direction over an aggregate of 1,009,181 common shares of MindMed (the “Shares”). FCM may be deemed to control an additional 359,357 Shares pursuant to a proxy coordination agreement.
Information in Support of Public Broadcast Solicitation
Shareholders are not being asked at this time to execute a proxy in favour of FCM's nominees for election to the Board at the AGM or any other resolutions at the AGM, which has not been formally scheduled. In connection with the AGM, FCM has filed preliminary proxy materials with the Securities and Exchange Commission and expects to issue a supplement thereto or amendment and restatement thereof (the "Final FCM Circular") containing further disclosure concerning FCM's nominees for election to the Board at the AGM, together with additional details concerning the completion and return of forms of proxy and voting information forms ("VIFs") for use at the AGM. Shareholders of MindMed are urged to read the Materials filed today as well as the Final FCM Circular, when issued, because they will contain important information.
The below disclosure is provided pursuant to section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations in accordance with securities laws applicable to public broadcast solicitations.
This press release and any solicitation made by FCM in advance of the AGM is, or will be, as applicable, made by FCM and not by or on behalf of the management of MindMed.
Shareholders of MindMed are not being asked at this time to execute proxies in favour of FCM's nominees for election to the Board at the AGM or any other matters to be considered at the AGM. Once FCM has issued the Final FCM Circular, FCM intends to make its solicitation primarily by mail, but proxies may also be solicited personally by telephone, email or other electronic means, as well as by newspaper or other media advertising or in person, by FCM, certain of its members, partners, directors, officers and employees, FCM's nominees or FCM's agents, including Okapi Partners LLC (“Okapi”), which has been retained by FCM as its strategic shareholder advisor and proxy solicitation agent.
Pursuant to the agreement between Okapi and FCM, Okapi will receive a fee of up to $75,000, plus customary fees for each call to or from shareholders of MindMed, and will be reimbursed for certain out-of-pocket expenses, with all such costs to be borne by FCM. In addition, FCM may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, by way of public broadcast, including press release, speech or publication, and in any other manner permitted under applicable Canadian laws.
Any members, partners, directors, officers or employees of FCM and their affiliates or other persons who solicit proxies on behalf of FCM will do so for no additional compensation. The anticipated cost of FCM’s solicitation is estimated to be $400,000 plus disbursements. The costs incurred in the preparation and mailing of the Materials and the Final FCM Circular, and the solicitation of proxies by FCM will be borne by FCM, provided that, subject to applicable law, FCM may seek reimbursement from MindMed of FCM's out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful reconstitution of the Board.
A registered shareholder of MindMed who has given a proxy may revoke the proxy at any time prior to use by:
(a) depositing an instrument in writing revoking the proxy, if the shareholder is an individual signed by the shareholder or his or her legal personal representative or trustee in bankruptcy, and if the shareholder is a corporation signed by the corporation or by a representative appointed for the corporation, either: (i) at the registered office of MindMed at any time up to and including the last business day preceding the day of the AGM or any adjournment(s) thereof, at One World Trade Center, Suite 8500, New York, New York 10007; or (ii) with the chairman of the AGM on the day of the AGM or any adjournment(s) thereof before any vote in respect of which the proxy has been given has been taken; or
(b) revoking the proxy in any other manner permitted by law.
A non-registered shareholder may revoke a form of proxy or VIF given to an intermediary or Broadridge Investor Communications (or any such other service company) at any time by submitting another properly completed form of proxy or VIF, as the latest form of proxy or VIF will automatically revoke any previous one already submitted, or by written notice to the intermediary in accordance with the instructions given to the non-registered shareholder by its intermediary.
Neither FCM, nor any of its directors or officers, or any associates or affiliates of the foregoing, nor any of FCM's nominees for election to the Board at the AGM, or their respective associates or affiliates, has: (i) any material interest, direct or indirect, in any transaction since the beginning of MindMed's most recently completed financial year or in any proposed transaction that has materially affected or would materially affect MindMed or any of its subsidiaries; or (ii) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter currently known to be acted on at the upcoming meeting of MindMed shareholders, other than the election of directors; except that on August 31, 2020, Dr. Scott Freeman entered into a consulting agreement with MindMed, which, among other things, granted Dr. Scott Freeman 26,389 vested options with a strike price of CAD$4.95 per share and 16,667 unvested options with a strike price of CAD$4.95 per share.
The registered address of MindMed is located at One World Trade Center, Suite 8500, New York, New York, 10007.