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Mind Medicine (MindMed) Inc.
Condensed Consolidated Interim Financial Statements
(Expressed in Thousands of United States Dollars)
For The Three and Nine Months Ended September 30,
2021 and September 30, 2020
Mind Medicine (MindMed) Inc.
Condensed Consolidated Interim Statements of Financial Position
(Expressed in thousands of United States Dollars)
| September 30, 2021 (Unaudited) | December 31, 2020 (Audited) | |||||||
| Assets | ||||||||
| Current | ||||||||
| Cash | $ | 145,858 | $ | 80,094 | ||||
| Funds held in trust (Note 5) | 61 | - | ||||||
| Prepaid and other current assets | 585 | 875 | ||||||
| Total current assets | 146,504 | 80,969 | ||||||
| Non-current assets | ||||||||
| Property and equipment, net | 114 | - | ||||||
| Intangible assets, net (Note 6) | 21,971 | 4,675 | ||||||
| Goodwill (Note 4) | 9,992 | - | ||||||
| Total assets | $ | 178,581 | $ | 85,644 | ||||
| Liabilities | ||||||||
| Current | ||||||||
| Accounts payable and accrued liabilities | $ | 5,785 | $ | 2,377 | ||||
| Non-current liabilities | ||||||||
| Deferred tax liability (Note 4) | 6,750 | - | ||||||
| Total liabilities | 12,535 | 2,377 | ||||||
| Shareholders' equity | ||||||||
| Share capital (Note 7) | 239,857 | 105,604 | ||||||
| Warrants (Note 8) | 21,059 | 15,871 | ||||||
| Contributed surplus | 20,222 | 2,321 | ||||||
| Accumulated other comprehensive income | 11 | 284 | ||||||
| Deficit | (115,103 | ) | (40,813 | ) | ||||
| Total shareholders' equity | 166,046 | 83,267 | ||||||
| Total liabilities and shareholders' equity | $ | 178,581 | $ | 85,644 |
Commitments (Note 13)
The accompanying notes are an integral part of
these consolidated financial statements
Mind Medicine (MindMed) Inc.
Condensed Consolidated Interim Statements of Loss and Comprehensive
For the Three and Nine Months Ended September 30
(Expressed in thousands of United States Dollars)
| Three Months Ended September 30, 2021 | Three Months Ended September 30, 2020 | Nine Months Ended September 30, 2021 | Nine Months Ended September 30, 2020 | |||||||||||||
| Expenses | ||||||||||||||||
| Research and development (Note 11) | $ | 7,071 | $ | 5,342 | $ | 17,497 | $ | 10,474 | ||||||||
| General and administrative (Note 12) | 4,975 | 1,579 | 17,774 | 4,703 | ||||||||||||
| Share-based payments (Notes 7(i) and 9) | 7,966 | 563 | 31,677 | 2,292 | ||||||||||||
| Amortization (Note 6) | 3,263 | 137 | 7,704 | 413 | ||||||||||||
| 23,275 | 7,621 | 74,652 | 17,882 | |||||||||||||
| Loss before the undernoted items | (23,275 | ) | (7,621 | ) | (74,652 | ) | (17,882 | ) | ||||||||
| Interest income | 13 | 2 | 27 | 11 | ||||||||||||
| Other income | 152 | - | 264 | - | ||||||||||||
| Foreign exchange gain (loss) | (34 | ) | (58 | ) | 71 | (509 | ) | |||||||||
| Loss on revaluation of derivative liability | - | (998 | ) | - | (873 | ) | ||||||||||
| Listing expense (Note 3) | - | - | - | (2,172 | ) | |||||||||||
| Loss before income taxes | (23,144 | ) | (8,675 | ) | (74,290 | ) | (21,425 | ) | ||||||||
| Income taxes | - | - | - | - | ||||||||||||
| Net loss for the period | (23,144 | ) | (8,675 | ) | (74,290 | ) | (21,425 | ) | ||||||||
| Foreign currency translation adjustment | (1,156 | ) | 40 | (273 | ) | 12 | ||||||||||
| Net loss and comprehensive loss for the period | $ | (24,300 | ) | $ | (8,635 | ) | $ | (74,563 | ) | $ | (21,413 | ) | ||||
| Basic and diluted loss per common share | $ | (0.06 | ) | $ | (0.03 | ) | $ | (0.18 | ) | $ | (0.09 | ) | ||||
| Weighted average number of common shares outstanding | ||||||||||||||||
| Basic and diluted (Note 10) | 420,057,107 | 281,008,489 | 406,767,251 | 248,982,973 |
The accompanying notes are an integral part of
these consolidated financial statements
Mind Medicine (MindMed) Inc.
Consolidated Statements of Changes in Shareholders' Equity
(Expressed in thousands of United States Dollars)
For the Nine Months Ended September 30, 2021
| Subordinate Voting Shares | Multiple Voting Shares | Share Capital Amount | Warrants | Contributed Surplus | Accumulated OCI | Deficit | Total | |||||||||||||||||||||||||
| Balance, December 31, 2019 | 49,860,200 | - | - | - | - | - | (5,474 | ) | (5,474 | ) | ||||||||||||||||||||||
| Consolidation of shares (Notes 3 and 7(ii)) 1 | 6,232,525 | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| Shares and warrants deemed issued related to the reverse takeover transaction (Notes 3 and 7(iii)) | 189,923,751 | 550,000 | 34,925 | 788 | - | - | - | 35,713 | ||||||||||||||||||||||||
| Issuance of share capital net of share issuance costs (Note 7) | 24,953,850 | - | 7,525 | 198 | - | - | - | 7,723 | ||||||||||||||||||||||||
| Share based payments (Note 7(i)) | 1,867,305 | - | 187 | - | - | - | - | 187 | ||||||||||||||||||||||||
| Warrants exercised (Note 8) | 3,067,275 | - | 1,085 | (355 | ) | - | - | - | 730 | |||||||||||||||||||||||
| Stock options exercised (Note 9) | 275,000 | - | 121 | (52 | ) | - | - | 69 | ||||||||||||||||||||||||
| Stock option expense (Note 9) | - | - | - | - | 2,105 | - | - | 2,105 | ||||||||||||||||||||||||
| Net Loss and comprehensive loss for the period | - | - | - | - | - | - | (21,413 | ) | (21,413 | ) | ||||||||||||||||||||||
| Balance, September 30, 2020 | 226,319,706 | 550,000 | $ | 43,843 | $ | 631 | $ | 2,053 | $ | - | $ | (26,887 | ) | $ | 19,640 | |||||||||||||||||
| Balance, December 31, 2020 | 306,135,160 | 550,000 | $ | 105,604 | $ | 15,871 | $ | 2,321 | $ | 284 | $ | (40,813 | ) | $ | 83,267 | |||||||||||||||||
| Exchange of shares (Note 7(x)) | 62,688,540 | (626,885 | ) | - | - | - | - | - | - | |||||||||||||||||||||||
| HealthMode acquisition share consideration (Note 4) | - | 81,497 | 27,048 | - | 111 | - | - | 27,159 | ||||||||||||||||||||||||
| Issuance of share capital net of share issuance costs (Note 7) | 26,930,000 | - | 68,314 | 13,609 | - | - | - | 81,923 | ||||||||||||||||||||||||
| Share based payments (Note 9(c)) | 3,285,235 | - | 5,059 | - | - | - | - | 5,059 | ||||||||||||||||||||||||
| Warrants exercised (Note 8) | 8,004,670 | - | 19,606 | (8,421 | ) | - | - | - | 11,185 | |||||||||||||||||||||||
| Options exercised (Note 9) | 11,941,398 | - | 9,824 | - | (4,237 | ) | - | - | 5,587 | |||||||||||||||||||||||
| Shares issued for settlement of RSUs | 1,756,189 | - | 4,402 | - | (4,402 | ) | - | - | - | |||||||||||||||||||||||
| Stock option expense (Note 9) | - | - | - | - | 26,429 | - | - | 26,429 | ||||||||||||||||||||||||
| Net Loss and comprehensive loss for the period | - | - | - | - | - | (273 | ) | (74,290 | ) | (74,563 | ) | |||||||||||||||||||||
| Balance, September 30, 2021 | 420,741,192 | 4,612 | $ | 239,857 | $ | 21,059 | $ | 20,222 | $ | 11 | $ | (115,103 | ) | $ | 166,046 |
1 Number of shares reflect the retrospective application
of the 8:1 share consolidation.
The accompanying notes are an integral part of
these consolidated financial statements
Mind Medicine (MindMed) Inc.
Condensed Consolidated Interim Statements of Cash Flows
(Expressed in Thousands of United States Dollars)
For the Nine Months Ended
| September 30, 2021 | September 30, 2020 | |||||||
| Operating activities | ||||||||
| Net loss | $ | (74,290 | ) | $ | (21,413 | ) | ||
| Items not affecting cash | ||||||||
| Share-based payments (Notes 7(i) and 9) | 31,677 | 2,292 | ||||||
| Listing expense - share consideration (Note 3) | - | 1,539 | ||||||
| Amortization of intangible assets (Note 6) | 7,704 | 413 | ||||||
| Loss on revaluation of derivative liability (Note x) | - | 873 | ||||||
| Derivative gain | - | - | ||||||
| Foreign exchange | (71 | ) | - | |||||
| Changes in non-cash operating assets and liabilities | ||||||||
| Prepaid and other current assets | 290 | (601 | ) | |||||
| Accounts payable and accrued liabilities | 3,407 | 442 | ||||||
| Working capital effect of Healthmode acquisition | (641 | ) | - | |||||
| Net cash used in operating activities | (31,924 | ) | (16,455 | ) | ||||
| Investing activities | ||||||||
| HealthMode acquisition - cash component (Note 4) | (475 | ) | - | |||||
| Property and equipment | (47 | ) | - | |||||
| Net cash used in investing activities | (522 | ) | - | |||||
| Financing activities | ||||||||
| Proceeds from issuance of share capital, net of issuance costs (Note 7) | 81,923 | 27,988 | ||||||
| Proceeds from exercise of warrants (Note 8) | 11,185 | - | ||||||
| Proceeds from exercise of options (Note 9) | 5,587 | - | ||||||
| 98,695 | 27,988 | |||||||
| Net cash provided by financing activities | ||||||||
| Increase in cash | 66,249 | 115,533 | ||||||
| Foreign exchange impact on cash | (424 | ) | - | |||||
| Cash, beginning of period | 80,094 | 6,702 | ||||||
| Cash, end of period | $ | 145,919 | $ | 18,235 | ||||
| Supplemental cash flow Information | ||||||||
| Cash | $ | 145,858 | $ | 18,235 | ||||
| Funds held in trust (Note 5) | 61 | - | ||||||
| Cash and funds held in trust | $ | 145,919 | $ | 18,235 |
The accompanying notes are
an integral part of these consolidated financial statements
Mind Medicine (MindMed) Inc.
Notes to Condensed Consolidated Interim Financial Statements
(Expressed in thousands of United States Dollars)
For the Three and Nine Month Periods Ended September 30, 2021
and September 30, 2020
Mind Medicine (MindMed) Inc. (formerly
Broadway Gold Mining Ltd.) (the "Company" or "MindMed") is incorporated under the laws of the Province of British
Columbia. Its wholly owned subsidiaries, Mind Medicine, Inc. ("MindMed US"), HealthMode, Inc. (HealthMode"),
MindMed Pty Ltd. and MindMed GmbH are incorporated in Delaware, Delaware, Australia and Switzerland respectively. Prior to February 27,
2020, the Company's operations were conducted through MindMed US.
The Company's head office and
address of its registered and records office is 1166 Alberni Street, Suite 1604, Vancouver, British Columbia V6E 3Z3. On February 27,
2020, MindMed completed a reverse takeover transaction with Broadway Gold Mining Ltd. ("Broadway") by way of a plan of arrangement
which resulted in the Company becoming the parent company of MindMed US. MindMed US is deemed to be the acquirer in the reverse takeover
transaction. As a result, the consolidated statements of financial position are presented as a continuance of MindMed US and the comparative
figures presented are those of MindMed US. See Note 3 for details.
MindMed is a neuro-pharmaceutical drug
development platform advancing medicines based on psychedelic substances through rigorous science and clinical trials. MindMed's
mission is to discover, develop and deploy psychedelic inspired medicines and experiential therapies that alleviate suffering and
improve health. The Company seeks to prove the safety and efficacy of psychedelic-based substances as disruptive technologies and solutions
for a continuum of mental illnesses and high unmet medical needs through its unique drug development platform.
The consolidated financial statements
were prepared on a going concern basis, which assumes that the Company will continue its operations for the foreseeable future and will
be able to realize its assets and discharge its liabilities and commitments in the normal course of business.
The outbreak of the novel strain of
coronavirus, specifically identified as "COVID-19", has resulted in governments worldwide enacting emergency measures to combat
the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing,
have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant
volatility and weakness. Depending on the length and severity of the pandemic, COVID-19 could impact the Corporation's operations,
could cause delays relating to approval from the FDA and equivalent organizations in other countries, could postpone research activities,
could impair the Corporation's ability to raise funds depending on COVID-19's effect on capital markets, and could affect
logistics and the Corporation's ability to move materials in a timely manner to clinical trial sites or production of GMP materials
(which availability of GMP materials may also impact clinical trial timelines).
To the knowledge of the Company's
management as of the date hereof, COVID-19 does not present, at this time, any specific known impacts to the Company in relation to the
Corporation's business objectives or disclosed milestones related thereto. The Company relies on third parties to conduct and monitor
the Company's pre-clinical studies and clinical trials. However, to the knowledge of Company's management, the ability of
these third parties to conduct and monitor pre-clinical studies and clinical trials has not been and is not anticipated to be impacted
by COVID-19. The Company is not currently aware of any changes in laws, regulations or guidelines, including tax and accounting requirements,
arising from COVID-19 which would be reasonably anticipated to materially affect the Company's business.
The Subordinate Voting Shares of the
Company were listed for trading on the NEO Exchange with the trading symbol "MMED" on March 3, 2020. The Subordinate
Voting Shares of the Company were listed for trading on the NASDAQ Exchange with the trading symbol "MNMD" on April 27,
Mind Medicine (MindMed) Inc.
Notes to Condensed Consolidated Interim Financial Statements
(Expressed in thousands of United States Dollars)
For the Three and Nine Month Periods Ended September 30, 2021
and September 30, 2020
Statement of Compliance
These condensed consolidated interim
financial statements have been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting"
("IAS 34") as issued by the International Accounting Standards Board ("IASB") and interpretations issued by the
International Financial Reporting Standards ("IFRS") Interpretations Committee ("IFRIC"). Accordingly, certain
information and footnote disclosure normally included in the annual financial statements prepared in accordance with International Financial
Reporting Standards ("IFRS"), as issued by the IASB, have been omitted or condensed.
The accounting policies applied by the
Company in these unaudited condensed interim consolidated financial statements are the same as those applied in audited consolidated financial
statements for the year ended December 31, 2020.
These condensed consolidated interim
financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2020.
These condensed consolidated interim
financial statements were approved for issuance by the Board of Directors on November 11, 2021.
Basis of Measurement
These consolidated financial statements
have been prepared on the historical cost basis, except for certain financial assets and liabilities measured at fair value as determined