Mind Medicine (MindMed) Inc (NEO:MMED) (OTCQB:MMEDF) (FRA:MMQ) has closed on its 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.
In a statement Friday, MindMed said the acquisition will help it build a full stack digital mental health platform for psychedelic medicines.
"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," said CEO JR Rahn.
READ: MindMed to acquire AI medicine company HealthMode in cash and stock deal
In consideration for the acquisition of HealthMode, MindMed said it has issued 81,497 multiple voting shares of MindMed (equivalent to 8,149,700 subordinate voting shares) and the payment of about C$286,000 in cash.
All multiple voting shares issued at C$385.87, which is equivalent to C$3.8587 per underlying subordinate voting share. That 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 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 said it 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).
Key management appointments
In addition, MindMed said that Dr Daniel 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 issued are subject to a statutory hold period of four months and a day from the closing date. All shares issued will also be subject to limited, time-based escrow, based on the following release times: for the convertible noteholders of HealthMode, 50% on July 1, 2021 and 50% on January 1, 2022; and 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.
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