エドガーで原本を確認する
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 01, 2024 |
Mind Medicine (MindMed) Inc.
(Exact name of Registrant as Specified in Its Charter)
British Columbia |
001-40360 |
98-1582438 |
||
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
One World Trade Center Suite 8500 |
|
|||
New York, New York |
|
10007 |
||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: (212) 220-6633 |
Not Applicable |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
Common Shares |
|
MNMD |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On April 1, 2024, Mind Medicine (MindMed) Inc. (the “Company”) issued a press release announcing that it has elected to voluntarily delist its common shares from Cboe Canada, effective at the close of markets on April 10, 2024, and the notice of voluntary delisting has been accepted by Cboe Canada. The common shares will continue to trade on Nasdaq under the symbol “MNMD.” A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K related to the Company constitute “forward-looking information” within the meaning of applicable securities laws and are prospective in nature. Forward-looking information is not based on historical facts, but rather on current expectations and projections about future events and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as “will”, “may”, “should”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe”, “potential” or “continue”, or the negative thereof or similar variations. Forward-looking information contained in this Current Report on Form 8-K include, but are not limited to, statements with respect to the timing of the delisting of the Company’s common shares from Cboe Canada and the anticipated continued listing of the Company’s common shares on Nasdaq. There are numerous risks and uncertainties that could cause actual results timing and the Company’s plans and objectives to differ materially from those expressed in the forward-looking information, including satisfaction of the customary closing conditions for the underwritten offering and the concurrent private placement. These forward-looking statements are based on our current expectations, estimates, forecasts and projections about our business and the industry in which we operate and management’s beliefs and assumptions, including the non-occurrence of the risks and uncertainties that are described in the filings made with the U.S. Securities and Exchange Commission and the applicable Canadian securities regulators or other events occurring outside of our normal course of business, and are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this Current Report on Form 8-K as a result of new information, future events, changes in expectations or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
|
Description |
99.1 |
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
Mind Medicine (MindMed) Inc. |
|
|
|
|
Date: |
April 1, 2024 |
By: |
/s/ Robert Barrow |
|
|
|
Name: Robert Barrow |
Exhibit 99.1
MindMed Announces Voluntary Delisting from Cboe Canada
All Common shares will remain listed on Nasdaq
NEW YORK, April 1, 2024 --(BUSINESS WIRE)-- Mind Medicine (MindMed) Inc. (NASDAQ: MNMD) (Cboe Canada: MMED) (the “Company” or “MindMed”), a clinical stage biopharmaceutical company developing novel product candidates to treat brain health disorders, today announced that it has elected to voluntarily delist its common shares from Cboe Canada, effective at the close of markets on April 10, 2024, and the notice of voluntary delisting has been accepted by Cboe Canada. MindMed’s common shares will continue to be listed and tradable on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “MNMD” and Canadian shareholders can continue to trade their shares on Nasdaq.
The Company believes that the trading volume of its common shares on Cboe Canada no longer justifies the expense and administrative requirements associated with maintaining this dual listing. MindMed’s Nasdaq listing provides its shareholders with sufficient liquidity, as Nasdaq accounts for approximately 95% of its trading volume. The substantial savings in exchange fees, legal fees, and managerial time and effort to maintain a dual listing can be redirected to initiatives intended to generate shareholder value. The board of directors of the Company has approved the voluntary delisting from Cboe Canada. In accordance with the Cboe Canada Listing Manual, Cboe Canada does not require shareholder approval of the voluntary delisting of MindMed’s common shares, as an acceptable alternative market will exist for the common shares on the date of delisting.
Following delisting from Cboe Canada, MindMed’s shareholders can trade their common shares through their brokers on Nasdaq. As most brokers in Canada, including many discount and online brokers, have the ability to buy and sell securities listed on Nasdaq, MindMed’s Nasdaq listing will continue to provide shareholders with the same accessibility to trade the Company's common shares. Shareholders holding shares in Canadian brokerage accounts should contact their brokers to confirm how to trade MindMed’s common shares on Nasdaq. MindMed will continue to be a reporting issuer under applicable securities laws in all provinces and territories of Canada following the delisting of the common shares from Cboe Canada.
For answers to frequently asked questions about the voluntary delisting, please visit the FAQ section of MindMed’s website at https://ir.mindmed.co/about/faq.
About MindMed
MindMed is a clinical stage biopharmaceutical company developing novel product candidates to treat brain health disorders. Our mission is to be the global leader in the development and delivery of treatments that unlock new opportunities to improve patient outcomes. We are developing a pipeline of innovative product candidates, with and without acute perceptual effects, targeting neurotransmitter pathways that play key roles in brain health disorders.
MindMed trades on Nasdaq under the symbol MNMD and currently trades on Cboe Canada (formerly known as the NEO Exchange) under the symbol MMED.
Forward-Looking Statements
Certain statements in this news release related to the Company constitute "forward-looking information" within the meaning of applicable securities laws and are prospective in nature. Forward-looking information is not based on historical facts, but rather on current expectations and projections about future events and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as "will", "may", "should", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe", "potential" or "continue", or the negative thereof or similar variations. Forward-looking information contained in this news release include, but are not limited to, statements with respect to the timing of the delisting of the Company’s common shares from Cboe Canada, the Company’s anticipated benefits of delisting from Cboe Canada, such as improved liquidity for the common shares, the accessibility of and ability of shareholders to trade the Company's common shares on Nasdaq, and the anticipated continued listing of the Company's common shares on Nasdaq. There are numerous risks and uncertainties that could cause actual timing and the Company’s plans and objectives to differ materially from those expressed in the forward-looking information. These forward-looking statements are based on our current expectations, estimates, forecasts and projections about our business and the industry in which we operate and management’s beliefs and assumptions, including the non-occurrence of the risks and uncertainties that are described in the filings made with the U.S. Securities and Exchange Commission and the applicable Canadian securities regulators or other events occurring outside of our normal course of business, and are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events, changes in expectations or otherwise.
For Media: media@mindmed.co
For investors: ir@mindmed.co