MindMed Closes Acquisition of HealthMode, a Leading Machine Learning Digital Medicine Company

Acquisition will help build a full stack digital mental health platform for psychedelic medicines; Ex-Pfizer Digital Medicine Executive Dr. Daniel R. Karlin and former Google AI/ML industry veteran Bradford Cross added to MindMed executive team

NEW YORK, Feb. 26, 2021 /PRNewswire/ — Mind Medicine (MindMed) Inc. (NEO: MMED,OTCQB: MMEDF, DE: MMQ) (“MindMed“), a leading psychedelic medicine biotech company, is pleased to announce that it has closed the previously announced acquisition of HealthMode, a digital medicine and therapeutics startup that uses Artificial Intelligence (AI)-enabled digital measurement to increase the precision and speed of clinical research and patient monitoring (the “Acquisition“).

MindMed Co-Founder and CEO J.R. Rahn said: “The HealthMode acquisition marks the start of MindMed 2.0 as we seek to not only build a drug development company for psychedelic medicines, but also a comprehensive mental health technology platform to one day potentially launch these transformative medicines to patients in a scalable manner.”

In consideration for the acquisition of HealthMode, MindMed has issued 81,497 multiple voting shares of MindMed (equivalent to 8,149,700 subordinate voting shares) and the payment of approximately CAD$286,000 in cash. All multiple voting shares issued pursuant to the Acquisition were issued at a price of CAD$385.87, which is equivalent to CAD$3.8587 per underlying subordinate voting share.  The CAD$3.8587 market price was calculated using the five-day volume weighted average trading price of the subordinate voting shares of MindMed, as reported by the Neo Exchange Inc. (“NEO Exchange”) as at the close of business on January 19, 2021, which was the date on which the parties entered into a non-binding letter of intent.

As part of the Acquisition, MindMed has agreed to assume 7,891 outstanding HealthMode options at an exchange ratio of one HealthMode option for 4.260451 options of MindMed issuable under MindMed’s stock option plan. Each MindMed option issued will be fully vested and be exercisable into one subordinate voting share at an exercise price of $0.02 per share (taking into account the exchange ratio).

In connection with the Acquisition, Dr. Daniel R. Karlin, Co-Founder of HealthMode, has been appointed as Chief Medical Officer of MindMed and Bradford Cross, Co-Founder of HealthMode, has been appointed as Chief Technology Officer of MindMed.

All shares issuable pursuant to the acquisition will be subject to a statutory hold period of four months and a day from the closing date, during which they may not be traded or sold by the recipients.  All shares issued will also be subject to limited, time-based escrow, based on the following release times: (1) for the convertible noteholders of HealthMode, 50% on July 1, 2021 and 50% on January 1, 2022; and (2) for all other equity holders of HealthMode, one-third on July 1, 2021, one-third on January 1, 2022 and one-third on September 1, 2022.

The acquisition of HealthMode has been accepted by the NEO Exchange.