NEW YORK, May 14, 2021 /PRNewswire/ -- Mind Medicine
(MindMed) Inc. (NASDAQ: MNMD), (NEO: MMED), (DE: MMQ) ("MindMed" or
the "Company") is pleased to announce that it has appointed Dr.
Sarah Y. Vinson as a director of the
Company and a member of its audit committee, effective
immediately.
Dr. Vinson is a Triple Board-Certified physician who specializes
in adult, child & adolescent, and forensic psychiatry. She is
the founder of Lorio Forensics, a multidisciplinary mental health
expert consultation firm and of the Lorio Psych Group, a group
mental healthcare practice. Dr. Vinson is an Associate Clinical
Professor of Psychiatry and Pediatrics at Morehouse School of Medicine, where she is the
Program Director of the Child & Adolescent Psychiatry
Fellowship, and Adjunct Faculty at Emory
University School of Medicine. Just two years after joining
the faculty at Morehouse School of
Medicine she was honored as Psychiatry and Faculty of the
Year in 2015. Throughout her career, Dr. Vinson has provided
clinical care to children, adolescents, and adults in both publicly
funded and private treatment settings.
Dr. Vinson said, "Mental health is not merely a professional
pursuit. It is my passion. I see the limitations of our current
pharmacologic treatment options and recognize the importance – and
necessity – of innovation. I'm grateful to be a part of MindMed's
tremendous undertaking."
Dr. Vinson is the past President of the Georgia Council on
Child and Adolescent Psychiatry, and the President Elect of the
Georgia Psychiatric Physicians Association. Additionally, she is an
advisor for the Judges Psychiatry Leadership Initiative. Dr.
Vinson has been a speaker at national conferences including
the American Psychiatric Association Annual Meeting, the American
Academy of Child and Adolescent Psychiatry Annual Meeting and The
National Urban League Annual Meeting. Dr. Vinson has received
numerous awards in recognition of her service and leadership
including the University of Florida
College of Medicine Outstanding Young Alumna Award and the APA
Jeanne Spurlock Minority Fellowship Alumna Achievement Award. Dr.
Vinson graduated from medical school at the University of Florida, completed her general
psychiatry training at Cambridge Health Alliance/Harvard Medical School and completed fellowships in
both child & adolescent and forensic psychiatry at Emory University School of Medicine.
MindMed CEO & Co-Founder J.R.
Rahn said, "We are excited to welcome Dr. Vinson
as we build MindMed into a leading force for good in the mental
health space and as we generate clinical interest and acceptance of
psychedelic medicines in the United
States. The entire MindMed team is looking forward to
learning from Dr. Vinson's years of experience delivering mental
health care services and how we can tackle the seminal problem of
accessibility around the new treatment paradigm MindMed is working
on."
The Company will also be putting forward Dr. Vinson as an
additional nominee for election to its board of directors (the
"Board") at its upcoming annual and special meeting of shareholders
to be held on May 27, 2021 (the "Meeting").
In order to add Dr. Vinson as an additional director nominee at
the Meeting, it is anticipated that motions will be made to amend
the resolutions put before the Meeting regarding (i) the fixing of
the number of directors to be elected; and (ii) the director
nominees to be elected at the Meeting, as further described below.
Management of the Company intends to rely on its discretionary
authority granted in the proxies currently being solicited
in conjunction with the Company's management information
circular dated April 19, 2021 in
respect of the Meeting (the "Circular") to vote FOR the foregoing
amendments and the election of Dr. Vinson as a director. The
Circular is available on SEDAR (www.sedar.com) and
https://odysseytrust.com/client/mindmedicine.
As described in the Circular, the Board has recently undertaken
a process to increase independent representation on the Board and
its audit committee. Dr. Vinson represents an additional
independent director on the Board, and will also fill the current
vacancy on the Company's audit committee. Dr. Vinson is considered
financially literate and independent for the purposes of National
Instrument 52-110. Additionally, the Board believes that the
addition of Dr. Vinson as a director will enhance the overall skill
set of the Board given her relevant industry expertise.
Additional Information
In order to add Dr. Vinson as an additional director nominee at
the Meeting, it is anticipated that a motion will be made to amend
the resolution to fix the number of directors at the Meeting, to
increase the number of directors to be elected at the Meeting to be
fixed at seven directors, rather than six directors as contemplated
in the Circular. It is anticipated that at the Meeting, the
shareholders of the Company will be asked to consider and, if
deemed advisable, approve an ordinary resolution to fix the number
of directors of the Company at seven. Management of the Company
intends to rely on its discretionary authority granted in proxies
currently being solicited in conjunction with the Circular to
vote in favour of the foregoing amendment and the resolution
setting the number of directors to be elected at seven.
In order to add Dr. Vinson as an additional director nominee at
the Meeting, it is anticipated that a motion will be made to add
Dr. Vinson as an additional director nominee, in addition to those
nominees as set out on pages 8 and 9 of the Circular. Management of
the Company intends to rely on its discretionary authority granted
in proxies currently being solicited in conjunction with the
Circular to vote in favour of the foregoing amendment and the
election of Dr. Vinson.
The below sets forth certain additional information regarding
Dr. Vinson:
Name and Place of
Residence
|
Position with
MindMed and Date First Appointed to the Board
|
Number and
Percentage of Shares Beneficially Owned or
Controlled
|
Principal occupation (during the
preceding 5 years)
|
Dr. Sarah Y.
Vinson
Atlanta, Georgia,
USA
|
Director
(May 13,
2021)
|
Nil
|
Founder of Lorio
Forensics (since July 2019) and Child & Adolescent, Adult and
Forensic Psychiatrist and Founder of Lorio Psych Group (since
2014).
|
At the Meeting, directors will be elected to hold office until
the next meeting of the Company's shareholders at which the
election of directors is considered, or until his/her successor is
duly elected or appointed, unless he/she resigns, is removed or
becomes disqualified in accordance with the articles of the Company
or the Business Corporations Act (British Columbia).
To the knowledge of MindMed, except as disclosed in the
Circular, no proposed director is, as of the date hereof, or was
within 10 years, a director or chief executive officer or chief
financial officer of any company (including MindMed) that: (a) was
the subject of an order (as defined below) that was issued while
the director or executive officer was acting in the capacity as
director, chief executive officer or chief financial officer; or
(b) was subject to an order that was issued after the director or
executive officer ceased to be a director, chief executive officer
or chief financial officer, and which resulted from an event that
occurred while that person was acting in the capacity as a
director, chief executive officer or chief financial officer. For
the purposes of this paragraph, "order" means a cease trade order,
an order similar to a cease trade order or an order that denied the
relevant corporation access to any exemption under securities
legislation, in each case that was in effect for a period of more
than 30 consecutive days.
To the knowledge of MindMed, no proposed director: (a) is, or
within 10 years before the date hereof, has been a director or
executive officer of any company (including MindMed) that, while
that person was acting in that capacity, or within a year of that
person ceasing to act in that capacity, became bankrupt, made a
proposal under any legislation relating to bankruptcy or insolvency
or was subject to or instituted any proceedings, arrangement or
compromise with creditors or had a receiver, receiver manager or
trustee appointed to hold its assets; or (b) has within the 10
years before the date hereof, become bankrupt, made a proposal
under any legislation relating to bankruptcy or insolvency, or
become subject to or instituted any proceedings, arrangement or
compromise with creditors, or had a receiver, receiver manager or
trustee appointed to hold the assets of the proposed director.
No proposed director has been subject to any: (a) penalties or
sanctions imposed by a court relating to Canadian securities
legislation or by a Canadian securities regulatory
authority or has entered into a settlement agreement with a
securities regulatory authority; or (b) other penalties or
sanctions imposed by a court or regulatory body that would be
likely to be considered important to a reasonable security holder
in deciding whether to vote for the proposed director.
Other than as described in the Circular, no individual who is,
or at any time during the financial year ended December 31, 2020 was, a director or executive
officer of MindMed, no proposed nominee for election as a
director of MindMed, or any associate of any of them is, or at any
time since the beginning of the financial year ended December,
2020 has been, indebted to MindMed or any of its subsidiaries
or was indebted to another entity, which indebtedness is, or
was at any time during the financial year ended December 31, 2020, the subject of a
guarantee, support agreement, letter of credit or other similar
arrangement or understanding provided by MindMed or any of its
subsidiaries.
Other than as described in the Circular, no director or
executive officer of MindMed, nor any proposed nominee for election
as a director of MindMed, nor any other insider of MindMed,
nor any associate or affiliate of any one of them, has or has had,
at any time since the beginning of the financial year ended
December 31, 2020, any material
interest, direct or indirect, in any transaction or proposed
transaction that has materially affected or would materially affect
MindMed or any of its subsidiaries.
Other than as disclosed in the Circular, no person who has
been a director or executive officer of MindMed at any
time since the beginning of the financial year ended
December 31, 2020, no proposed
nominee for election as a director of MindMed nor any
associate or affiliate of such persons has any material interest,
direct or indirect, by way of beneficial ownership of
securities or otherwise, in any matter to be acted upon at the
Meeting.
The appointment of Dr. Vinson is subject to regulatory
approval.
Additional information relating to MindMed may be found under
MindMed's SEDAR profile at www.sedar.com. Additional financial
information is provided in MindMed's financial statements and
Management's Discussion and Analysis, which are available under the
Corporation's SEDAR profile at www.sedar.com or by request to
the Corporation's registered office at Mind Medicine (MindMed)
Inc., c/o Wildeboer Dellelce LLP, 365 Bay Street, Suite 800,
Toronto, Ontario M5H 2V1 (Phone:
(416) 361-3121).
About MindMed
MindMed is a clinical-stage psychedelic medicine biotech company
that discovers, develops and deploys psychedelic inspired medicines
and therapies to address addiction and mental illness. The Company
is assembling a compelling drug development pipeline of innovative
treatments based on psychedelic substances including Psilocybin,
LSD, MDMA, DMT and an ibogaine derivative, 18-MC. The MindMed
executive team brings extensive biopharmaceutical experience to
MindMed's approach to developing the next generation of psychedelic
inspired medicines and therapies.
MindMed trades on the NASDAQ under the symbol MNMD and on the
Canadian NEO exchange under the symbol MMED. MindMed is also traded
in Germany under the symbol
MMQ.
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 forwardlooking
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 in this news release include, but are
not limited to, statements regarding the Company's Meeting and
intended future business plans and operations. Although the Company
believes that the expectations reflected in such forward-looking
information are reasonable, such information involves risks and
uncertainties, and undue reliance should not be placed on such
information, as unknown or unpredictable factors could have
material adverse effects on future results, performance or
achievements of the Company. There are numerous risks and
uncertainties that could cause actual results and the Company's
plans and objectives to differ materially from those expressed in
the forward-looking information, including compliance with laws and
regulations; difficulty associated with research and development;
risks associated with clinical trials or studies; heightened
regulatory scrutiny; early stage product development; clinical
trial risks; regulatory approval processes; novelty of the
psychedelic inspired medicines industry; as well as those risk
factors discussed or referred to herein and the risks described
under the headings "Risk Factors" in the Company's filings with the
securities regulatory authorities in all provinces and territories
of Canada which are available
under the Company's profile on SEDAR at www.sedar.com and with the
U.S. Securities and Exchange Commission on EDGAR at www.sec.gov.
Should one or more of these risks or uncertainties materialize, or
should assumptions underlying the forward-looking information prove
incorrect, actual results and future events could differ materially
from those anticipated in such information. Although the Company
has attempted to identify important risks, uncertainties and
factors that could cause actual results to differ materially, there
may be others that cause results not to be as anticipated,
estimated or intended. These and all subsequent written and oral
forward-looking information are based on estimates and opinions of
management on the dates they are made and are expressly qualified
in their entirety by this notice. Except as required by law, the
Company does not intend and does not assume any obligation to
update this forwardlooking information.
Media Contact: mindmed@150bond.com
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SOURCE Mind Medicine (MindMed) Inc.