MNMD Mind Medicine MindMed Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-40360

Mind Medicine (MindMed) Inc.

(Exact name of Registrant as specified in its Charter)

British Columbia, Canada	98-1582438
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
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

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares, no par value per share		MNMD		The Nasdaq Stock Market LLC (The Nasdaq Global Select Market)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 28, 2024, the registrant had 73,331,690 Common Shares outstanding.

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Table of Contents

 

		Page
PART I	FINANCIAL INFORMATION	4
Item 1.	Financial Statements	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations and Comprehensive Loss	5
	Condensed Consolidated Statements of Shareholders' Equity	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26
PART II	OTHER INFORMATION	28
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Mine Safety Disclosures	28
Item 5.	Other Information	28
Item 6.	Exhibits	29
Signatures		30

 

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our future results of operations or financial condition, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will” or “would” or the negative of these words or other similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerning the following:

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You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” previously disclosed in Part I, Item 1A. in our Annual Report on Form 10-K, as filed with the U.S. Securities and Exchange Commission ("SEC") on February 28, 2024 (the “2023 Annual Report”) and in Part II, Item 1A in this Quarterly Report. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report. And while we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this Quarterly Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report to reflect events or circumstances after the date of this Quarterly Report or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.

We may announce material business and financial information to our investors using our investor relations website (https://ir.mindmed.co/). We therefore encourage investors and others interested in our company to review the information that we make available on our website, in addition to following our filings with the SEC, webcasts, press releases and conference calls. Our website and information included in or linked to our website are not part of this Quarterly Report. Unless otherwise noted or the context indicates otherwise, references in this Quarterly Report to the “Company,” “MindMed,” “we,” “us,” and “our” refer to Mind Medicine (MindMed) Inc. and its consolidated subsidiaries.

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

 

Mind Medicine (MindMed) Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share amounts)

 

		September 30, 2024 (Unaudited)				December 31, 2023
Assets
Current assets:
Cash and cash equivalents		$	295,284			$	99,704
Prepaid and other current assets			4,074				4,168
Total current assets			299,358				103,872
Goodwill			19,918				19,918
Intangible assets, net			—				527
Other non-current assets			493				224
Total assets		$	319,769			$	124,541
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable		$	2,149			$	4,136
Accrued expenses			8,796				11,634
2022 USD Financing Warrants			22,320				16,476
Total current liabilities			33,265				32,246
Credit facility, long-term			24,311				14,129
Other liabilities, long-term			—				32
Total liabilities			57,576				46,407
Commitments and contingencies (Note 9)
Shareholders' Equity:
Common shares, no par value, unlimited authorized as of September 30, 2024 and December 31, 2023; 81,590,491 and 41,101,303 issued and outstanding as of September 30, 2024 and December 31, 2023, respectively			—				—
Additional paid-in capital			625,510				367,991
Accumulated other comprehensive income			821				343
Accumulated deficit			(364,138	)			(290,200	)
Total shareholders' equity			262,193				78,134
Total liabilities and shareholders' equity		$	319,769			$	124,541

 

See accompanying notes to unaudited condensed consolidated financial statements.

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Mind Medicine (MindMed) Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

(In thousands, except share and per share amounts)

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
Operating expenses:
Research and development		$	17,188			$	13,203			$	43,538			$	40,578
General and administrative			7,604				8,413				27,916				31,083
Total operating expenses			24,792				21,616				71,454				71,661
Loss from operations			(24,792	)			(21,616	)			(71,454	)			(71,661	)
Other income/(expense):
Interest income			3,507				1,491				8,279				4,240
Interest expense			(727	)			(328	)			(1,627	)			(481	)
Foreign exchange loss, net			(32	)			(439	)			(589	)			(244	)
Change in fair value of 2022 USD Financing Warrants			8,360				3,020				(11,088	)			(3,671	)
Gain on extinguishment of contribution payable			—				—				2,541				—
Other expense			—				(51	)			—				(51	)
Total other income/(expense), net			11,108				3,693				(2,484	)			(207	)
Net loss			(13,684	)			(17,923	)			(73,938	)			(71,868	)
Other comprehensive loss
(Loss)/gain on foreign currency translation			(12	)			415				478				150
Comprehensive loss		$	(13,696	)		$	(17,508	)		$	(73,460	)		$	(71,718	)
Net loss per common share, basic		$	(0.18	)		$	(0.45	)		$	(1.12	)		$	(1.85	)
Net loss per common share, diluted		$	(0.27	)		$	(0.45	)		$	(1.12	)		$	(1.85	)
Weighted-average common shares, basic			77,909,441				39,720,007				65,938,025				38,798,374
Weighted-average common shares, diluted			80,238,688				39,720,007				65,938,025				38,798,374

 

See accompanying notes to unaudited condensed consolidated financial statements.

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Mind Medicine (MindMed) Inc.

Condensed Consolidated Statements of Shareholders’ Equity

(Unaudited)

(In thousands, except share amounts)

 

		Common Shares
		Shares				Amount				Additional Paid-In Capital				Accumulated OCI				Accumulated Deficit				Total
Balance, December 31, 2023			41,101,303			$	—			$	367,991			$	343			$	(290,200	)		$	78,134
Issuance of common shares and warrants, net of share issuance costs			38,624,064				—				234,267				—				—				234,267
Issuance of common shares upon settlement of restricted share unit awards, net of shares withheld for tax			650,801				—				(54	)			—				—				(54	)
Exercise of 2022 USD Financing Warrants			1,042,523				—				9,675				—				—				9,675
Stock-based compensation expense			—				—				12,960				—				—				12,960
Exercise of stock options, net of options withheld for tax			171,800				—				671				—				—				671
Net loss and comprehensive loss			—				—				—				478				(73,938	)			(73,460	)
Balance, September 30, 2024			81,590,491			$	—			$	625,510			$	821			$	(364,138	)		$	262,193
Balance, December 31, 2022			37,979,136			$	—			$	344,758			$	627			$	(194,468	)		$	150,917
Issuance of common shares, net of share issuance costs			1,402,598				—				4,943				—				—				4,943
Exercise of 2022 USD Financing Warrants			27,000				—				178				—				—				178
Exercise of stock options			13,333				—				49				—				—				49
Settlement of restricted share unit awards			672,641				—				—				—				—				—
Stock-based compensation expense			—				—				11,610				—				—				11,610
Net loss and comprehensive loss			—				—				—				150				(71,868	)			(71,718	)
Balance, September 30, 2023			40,094,708			$	—			$	361,538			$	777			$	(266,336	)		$	95,979

 

		Common Shares
		Shares				Amount				Additional Paid-In Capital				Accumulated OCI				Accumulated Deficit				Total
Balance, June 30, 2024			72,075,076			$	—			$	551,668			$	833			$	(350,454	)		$	202,047
Issuance of common shares and warrants, net of share issuance costs			9,285,511				—				69,969				—				—				69,969
Issuance of common shares upon settlement of restricted share unit awards, net of shares withheld for tax			205,999				—				—				—				—				—
Stock-based compensation expense			—				—				3,841				—				—				3,841
Exercise of stock options, net of options withheld for tax			23,905				—				32				—				—				32
Net loss and comprehensive loss			—				—				—				(12	)			(13,684	)			(13,696	)
Balance, September 30, 2024			81,590,491				—				625,510				821				(364,138	)			262,193
Balance, June 30, 2023			38,807,159			$	—			$	354,023			$	362			$	(248,413	)		$	105,972
Issuance of common shares, net of share issuance costs			800,700				—				3,086				—				—				3,086
Settlement of restricted share unit awards			446,516				—				—				—				—				—
Exercise of 2022 USD Financing Warrants			27,000				—				178				—				—				178
Exercise of stock options			13,333				—				49				—				—				49
Stock-based compensation expense			—				—				4,202				—				—				4,202
Net loss and comprehensive loss			—				—				—				415				(17,923	)			(17,508	)
Balance, September 30, 2023			40,094,708			$	—			$	361,538			$	777			$	(266,336	)		$	95,979

 

See accompanying notes to unaudited condensed consolidated financial statements.

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Mind Medicine (MindMed) Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

 

		Nine Months Ended September 30,
		2024				2023
Cash flows from operating activities
Net loss		$	(73,938	)		$	(71,868	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation			13,468				11,818
Amortization of intangible assets			527				2,372
Change in fair value of 2022 USD Financing Warrants			11,088				3,671
Gain on extinguishment of contribution payable			(2,541	)			—
Unrealized foreign exchange			509				—
Other non-cash adjustments			228				128
Changes in operating assets and liabilities:
Prepaid and other current assets			(532	)			1,575
Other noncurrent assets			115				60
Accounts payable			(1,987	)			5,535
Accrued expenses			(683	)			3,742
Other liabilities, long-term			(32	)			(835	)
Net cash used in operating activities			(53,778	)			(43,802	)
Cash flows from financing activities
Proceeds from the August Offering			74,999				—
Payment of issuance costs from the August Offering			(5,030	)			—
Proceeds from the March Offering and Private Placement			175,000				—
Payment of issuance costs from the March Offering and Private Placement			(11,060	)			—
Proceeds from credit facility			10,000				15,000
Payment of credit facility issuance costs			(128	)			(802	)
Proceeds from the 2022 ATM net of issuance costs			984				4,943
Payment of deferred financing fees related to 2024 ATM			(424	)			—
Proceeds from exercise of 2022 USD Financing Warrants			4,431				114
Proceeds from exercise of options			671				—
Withholding taxes paid on vested RSUs			(54	)			—
Net cash provided by financing activities			249,389				19,255
Effect of exchange rate changes on cash			(31	)			104
Net increase/(decrease) in cash and cash equivalents			195,580				(24,443	)
Cash and cash equivalents, beginning of period			99,704				142,142
Cash and cash equivalents, end of period		$	295,284			$	117,699
Supplemental Cash Flow Information
Cash paid for interest		$	1,541			$	100
Supplemental Noncash Disclosures
Conversion of 2022 USD Financing Warrants to common shares upon exercise of warrants		$	5,244			$	64
Deferred financing fees related to 2024 ATM included in accrued expenses		$	6			$	—
Reclass of deferred financing fees related to 2022 ATM to additional paid-in capital		$	332			$	—
Unpaid issuance costs for credit facility		$	—			$	170
Proceeds from exercise of options in prepaid and other current assets		$	—			$	49

 

See accompanying notes to unaudited condensed consolidated financial statements.

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Mind Medicine (MindMed) Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In thousands, except share and per share amounts)

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report. This Quarterly Report, including the following sections, contains forward-looking statements. These statements are subject to risks and uncertainties that could cause actual results and events to differ materially from those expressed or implied by such forward-looking statements. For a detailed discussion of these risks and uncertainties, see Item 1A “Risk Factors” in our 2023 Annual Report and this Quarterly Report. See also “Special Note Regarding Forward-Looking Statements.” We caution the reader not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date of this Quarterly Report. We undertake no obligation to update forward-looking statements, which reflect events or circumstances occurring after the date of this Quarterly Report.

Our U.S. GAAP accounting policies are referred to in Note 2 of the Unaudited Condensed Consolidated Financial Statements in this Quarterly Report as well as the Consolidated Financial Statements included in our 2023 Annual Report. All amounts are in U.S. dollars, unless otherwise indicated.

Overview

We are 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 for brain health disorders 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. This specifically includes pharmaceutically optimized product candidates derived from the psychedelic and empathogen drug classes including MM120 and MM402, our lead product candidates.

Our lead product candidate, MM120, is a proprietary, pharmaceutically optimized form of lysergide D-tartrate (LSD) that we are developing for the treatment of generalized anxiety disorder (“GAD”). We have also evaluated MM120 in a subperceptual repeat administration dosing regimen for the treatment of attention deficit hyperactivity disorder (“ADHD”). In December 2023, we announced positive topline results from our Phase 2b clinical trial of MM120 for the treatment of GAD. The trial met its primary endpoint, with MM120 demonstrating statistically significant and clinically meaningful dose-dependent improvements on the Hamilton Anxiety Rating Scale ("HAM-A") compared to placebo at Week 4. In January 2024, we announced that our Phase 2a trial of a sub-perceptual dose of MM120 in ADHD did not meet its primary endpoint. In conjunction with the findings from our clinical trial of MM120 in GAD, we believe that these results support the critical role of perceptual effects of MM120 in mediating a clinical response. In March 2024, we announced that the FDA granted breakthrough designation to our MM120 program for the treatment of GAD. We also announced in March 2024 that our Phase 2b trial of MM120 in GAD met its key secondary endpoint, and 12-week topline data demonstrated clinically and statistically significant durability of activity observed through Week 12.

On June 20, 2024, we announced the completion of our End-of-Phase 2 meeting with the FDA, supporting the advancement of MM120 into pivotal trials for the treatment of adults with GAD. Our Phase 3 clinical program for MM120 orally disintegrating tablet (“ODT”) is expected to consist of two clinical trials: the Voyage Study (MM120-300) and the Panorama Study (MM120-301). Both trials are comprised of two parts: Part A, which is a 12-week, randomized, double-blind, placebo-controlled, parallel-group trial assessing the efficacy and safety of MM120 ODT versus placebo; and Part B, which is a 40-week extension period during which participants will be eligible for open-label treatment with MM120 ODT, subject to certain conditions for re-treatment eligibility. The Voyage Study is anticipated to enroll approximately 200 participants (randomized 1:1 to receive MM120 ODT 100 µg or placebo) and the Panorama Study is anticipated to enroll approximately 240 participants (randomized 5:2:5 to receive MM120 ODT 100 µg, MM120 ODT 50 µg or placebo). We expect both trials will utilize an adaptive trial design with a blinded interim sample size re-estimation, allowing for an increase in sample size by up to 50% in each trial in the case of certain parameters. We expect the primary endpoint for each trial is the change from baseline in HAM-A score at Week 12 between MM120 ODT 100 µg and placebo. We expect to initiate Voyage in the second half of 2024 with an anticipated topline readout (Part A results) in the first half of 2026 and we expect to initiate Panorama in the first half of 2025 with an anticipated topline readout (Part A results) in the second half of 2026. Both trials are subject to ongoing regulatory review and discussions, which could result in changes to trial design, including of the Phase 3 clinical trials.

In addition to our Phase 3 clinical program for GAD, we are developing MM120 for the treatment of Major Depressive Disorder (“MDD”). In the first quarter of 2024, we held a pre-IND meeting with FDA to discuss the initiation of our Phase 3 clinical program for MM120 ODT in MDD and the trial design for our planned Emerge Study (MM120-310), which like our pivotal trials in GAD, we anticipate will be comprised of two parts: Part A, which is a 12-week, randomized, double-blind, placebo-controlled, parallel group trial assessing the efficacy and safety of MM120 ODT versus placebo; and Part B, which is a 40-week extension period during which participants will be eligible for open-label treatment with MM120 ODT, subject to certain conditions for treatment eligibility. Emerge is anticipated to enroll at least 140 participants (randomized 1:1 to receive MM120 ODT 100 µg or placebo). The primary endpoint is

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the change from baseline in Montgomery Åsberg Depression Rating Scale (MADRS) score at Week 6 between MM120 ODT 100 µg and placebo. We expect to initiate Emerge in the first half of 2025 with an anticipated topline readout (Part A results) in the second half of 2026. We expect to conduct a second Phase 3 registrational trial in MDD, with the trial design and timing to be informed by the progress from Emerge and additional regulatory discussions.

Our second lead product candidate, MM402, also referred to as R(-)-MDMA, is our proprietary form of the R-enantiomer of 3,4-methylenedioxymethamphetamine (“MDMA”), which we are developing for the treatment of autism spectrum disorder (“ASD”). MDMA is a synthetic molecule that is often referred to as an empathogen because it is reported to increase feelings of connectedness and compassion. Preclinical studies of R(-)-MDMA demonstrated its acute pro-social and empathogenic effects, while its diminished dopaminergic activity suggests that it has the potential to exhibit less stimulant activity, neurotoxicity, hyperthermia and abuse liability compared to racemic MDMA or the S(+)-enantiomer. In October, we completed our first clinical trial of MM402, a single-ascending dose trial in adult healthy volunteers. The data from this Phase 1 clinical trial was intended to characterize the tolerability, pharmacokinetics and pharmacodynamics of MM402. We expect to initiate further trials of MM402 for the treatment of ASD, with the exact timing and scope of such trials to be determined.

Beyond our clinical stage product candidates, we are pursuing a number of programs, primarily through external collaborations, through which we seek to expand our drug development pipeline and broaden the potential applications of our lead product candidates. These research and development programs include non-clinical, pre-clinical and human clinical trials and IITs of additional product candidates and research compounds with our collaborators. Our research partnerships and IITs facilitate the advancement of our early-stage pipeline and support the potential identification of product candidates for additional company-sponsored drug development programs.

Our drug development program is complemented by digital medicine projects to develop products intended to help facilitate the adoption and scalability of our product candidates, if and when they are approved. Our digital medicine projects and product roadmaps strategies, and investments are based on the projected development and commercialization strategies of our product candidates, with timelines and investments for each project contingent on the progression of the related drug program.

Our business is premised on a growing body of research supporting the use of novel psychoactive compounds to treat a myriad of brain health disorders. For all product candidates, we intend to proceed through research and development, and with marketing of the product candidates that may ultimately be approved pursuant to the regulations of the FDA and the legislation in other jurisdictions. This entails, among other things, conducting clinical trials with research scientists, using internal and external clinical drug development teams, producing and supplying drugs according to current Good Manufacturing Practices, and conducting all trials and development in accordance with the regulations of the FDA, and other legislation in other jurisdictions.

We were incorporated under the laws of the Province of British Columbia. Our wholly owned subsidiary, Mind Medicine, Inc. (“MindMed US”) was incorporated in Delaware. Prior to February 27, 2020, our operations were conducted through MindMed US.

Since inception, we have incurred losses while advancing the research and development of our products and processes. Our net losses were $13.7 million and $73.9 million for the three and nine months ended September 30, 2024, respectively, and $17.9 million and $71.9 million for the three and nine months ended September 30, 2023, respectively. As of September 30, 2024, we had an accumulated deficit of $364.1 million and cash and cash equivalents of $295.3 million.Our Product Candidate Pipeline

The following table summarizes the status of our portfolio of product candidates:

1. Full trial details and clinicaltrials.gov links available at mindmed.co/clinical-digital-trials/

2. Studies in exploration and/or planning stage.

LSD: lysergide; R(-)-MDMA: rectus-3,4-methylenedioxymethamphetamine

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Recent Developments

Underwritten Public Offering

On August 9, 2024, we entered into an underwriting agreement with Leerink Partners LLC and Evercore Group L.L.C., as representatives of the several underwriters named therein, in connection with an underwritten public offering (the “August Offering”) of (i) 9,285,511 common shares (the “Shares”), no par value per share (“Common Shares”), and (ii) to certain investors, pre-funded warrants (the “Pre-Funded Warrants”) to purchase 1,428,775 Common Shares (the “Pre-Funded Warrant Shares”). The offering price for the Shares was $7.00 per share, less underwriting discounts and commissions. The offering price for the Pre-Funded Warrants was $6.999 per Pre-Funded Warrant, which represents the per share public offering price for the Shares less a $0.001 per share exercise price for each such Pre-Funded Warrant.

The net proceeds from the August Offering were approximately $70.0 million, after deducting underwriting discounts and commissions and other offering expenses payable by us. The August Offering closed on August 12, 2024.

The Pre-Funded Warrants are exercisable at any time after the date of issuance. The exercise price and the number of Pre-Funded Warrant Shares are subject to appropriate adjustment in the event of certain share dividends and distributions, share splits, share combinations, reclassifications or similar events affecting the Common Shares as well as upon any distribution of assets, including cash, securities or other property, to our shareholders. The Pre-Funded Warrants will not expire and are exercisable in cash or by means of a cashless exercise. A holder of Pre-Funded Warrants may not exercise such Pre-Funded Warrants if the aggregate number of Common Shares beneficially owned by such holder, together with its affiliates, would exceed more than 4.99% or 9.99% (at the initial election of the holder) of the number of Common Shares outstanding following such exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants. A holder of Pre-Funded Warrants may increase or decrease this percentage not in excess of 19.99% by providing at least 61 days’ prior notice to us.

Components of Operating Results

Operating Expenses

Research and Development

Research and development expenses account for a significant portion of our operating expenses. Research and development expenses consist primarily of direct and indirect costs incurred for the development of our product candidates.

External expenses include:

We may also incur in-process research and development expenses as we acquire or in-license assets from other parties. Technology acquisitions are expensed or capitalized based upon the asset achieving technological feasibility in accordance with management’s assessment regarding the ultimate recoverability of the amounts paid and the potential for alternative future use. Acquired in-process research and development costs that have no alternative future use are immediately expensed.

Internal expenses include employee-related costs such as salaries, related benefits and non-cash stock-based compensation expense for employees engaged in research and development functions.

We expect our research and development expenses to increase for the foreseeable future as we continue the clinical development of our product candidates and other preclinical programs in GAD, MDD, ASD and other potential or future indications, including initiating additional and larger clinical trials.

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General and Administrative

General and administrative expenses consist primarily of compensation costs, including stock-based compensation, for executive management and administrative employees, including finance and accounting, legal, human resources and other administrative functions, professional services fees, advisory and professional service fees in connection with financing transactions, insurance expenses and allocated expenses.

We expect our general and administrative expenses to continue to increase for the foreseeable future as we continue to advance our research and development programs, grow our business and, if any of our product candidates receive marketing approval, commence commercialization activities.

Results of Operations

Comparison of the Three and Nine months ended September 30, 2024 and 2023

The following tables summarize our results of operations for the periods presented (in thousands):

 

		For the Three Months Ended September 30,																For the Nine Months Ended September 30,
		2024				2023				$ Change				% Change				2024				2023				$ Change				% Change
Operating expenses:
Research and development		$	17,188			$	13,203			$	3,985				30	%		$	43,538			$	40,578			$	2,960				7	%
General and administrative			7,604				8,413				(809	)			(10	)%			27,916				31,083				(3,167	)			(10	)%
Total operating expenses			24,792				21,616				3,176				15	%			71,454				71,661				(207	)			(0	)%
Loss from operations			(24,792	)			(21,616	)			(3,176	)			15	%			(71,454	)			(71,661	)			207				(0	)%
Other income/(expense):
Interest income			3,507				1,491				2,016				135	%			8,279				4,240				4,039				95	%
Interest expense			(727	)			(328	)			(399	)			122	%			(1,627	)			(481	)			(1,146	)			238	%
Foreign exchange loss, net			(32	)			(439	)			407				(93	)%			(589	)			(244	)			(345	)			141	%
Change in fair value of 2022 USD Financing Warrants			8,360				3,020				5,340				177	%			(11,088	)			(3,671	)			(7,417	)			202	%
Gain on extinguishment of contribution payable			—				—				—				100	%			2,541				—				2,541				100	%
Other expense			—				(51	)			51				(100	)%			—				(51	)			51				(100	)%
Total other income/(expense), net			11,108				3,693				7,415				201	%			(2,484	)			(207	)			(2,277	)		*
Net loss			(13,684	)			(17,923	)			4,239				(24	)%			(73,938	)			(71,868	)			(2,070	)			3	%
Other comprehensive loss:
(Loss)/gain on foreign currency translation			(12	)			415				(427	)			(103	)%			478				150				328				219	%
Comprehensive loss		$	(13,696	)		$	(17,508	)		$	3,812				(22	)%		$	(73,460	)		$	(71,718	)		$	(1,742	)			2	%

 

* Represents a change greater than 300%

Operating Expenses

Research and Development (in thousands):

 

		For the Three Months Ended September 30,																For the Nine Months Ended September 30,
		2024				2023				$ Change				% Change				2024				2023				$ Change				% Change
External Costs
MM120 program		$	9,702			$	7,558			$	2,144				28	%		$	20,569			$	18,903			$	1,666				9	%
MM402 program			1,230				327				903				276	%			3,400				1,719				1,681				98	%
MM110 program**			2				8				(6	)			(75	)%			21				38				(17	)			(45	)%
External R&D collaborations			115				108				7				6	%			612				693				(81	)			(12	)%
Preclinical and other programs			385				27				358			*					1,435				3,610				(2,175	)			(60	)%
Total external costs			11,434				8,028				3,406				42	%			26,037				24,963				1,074				4	%
Internal Costs			5,754				5,175				579				11	%			17,501				15,615				1,886				12	%
Total research and development expenses		$	17,188			$	13,203			$	3,985				30	%		$	43,538			$	40,578			$	2,960				7	%

 

* Represents a change greater than 300%

** In the third quarter of 2022, we suspended our MM110 program for the treatment of opioid withdrawal and determined that any further clinical development of MM110 will be subject to the receipt of additional non-dilutive capital and/or collaborations with third parties.

Research and development expenses increased by $4.0 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The increase was primarily due to an increase of $2.1 million in expenses related to our MM120 program supporting the advancement into pivotal trials for the treatment of adults with GAD, an increase of $0.9 million in

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expenses related to our MM402 program, an increase of $0.6 million in internal personnel costs as a result of increasing research and development capacities, and an increase of $0.4 million in expenses related to preclinical activities.

Research and development expenses increased by $3.0 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase was primarily due to an increase of $1.7 million in expenses related to our MM120 program supporting the advancement into pivotal trials for the treatment of adults with GAD, an increase of $1.7 million in expenses related to our MM402 program, and an increase of $1.9 million in internal personnel costs as a result of increasing research and development capacities, partially offset by a decrease of $2.2 million in expenses related to preclinical activities.

General and Administrative

General and administrative expenses decreased by $0.8 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The decrease was primarily attributable to lower spending in legal and commercial activities, partially offset by increased stock-based compensation expense.

General and administrative expenses decreased by $3.2 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The decrease was primarily attributable to professional services fees and expenses during the nine months ended September 30, 2023 related to the proxy contest in connection with our 2023 annual general meeting of shareholders, partially offset by increased stock-based compensation expense and an increase in personnel-related expenses.

Other Income (Expense)

Interest Income

Interest income increased by $2.0 million and $4.0 million for the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023, respectively. This was primarily due to interest earned on our cash and cash equivalents as a result of higher interest rates during the three and nine months ended September 30, 2024.

Interest Expense

Interest expense increased by $0.4 million and $1.1 million for the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023. This was primarily due to interest expense related to our credit facility entered into on August 11, 2023.

Foreign Exchange Loss, Net

Foreign exchange loss decreased by $0.4 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023, the decrease was primarily due to favorable changes in foreign exchange rates during the three months ended September 30, 2024. Foreign exchange loss increased by $0.3 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, the increase was primarily due to unfavorable changes in foreign exchange rates during the nine months ended September 30, 2024.

Change in fair value of 2022 USD Financing Warrants

Revaluation gain on the 2022 USD Financing Warrants liability was $8.4 million and $3.0 million for the three months ended September 30, 2024 and 2023, respectively, and revaluation loss on the 2022 USD Financing Warrants liability was $11.1 million and $3.7 million for the nine months ended September 30, 2024 and 2023, respectively. Change in fair value of 2022 USD Financing Warrants consists of revaluation gains and losses attributed to the change in the fair value of our 2022 USD Financing Warrants that were issued as part of our public equity offering which closed on September 30, 2022.

Gain on extinguishment of contribution payable

Gain on extinguishment of contribution payable was $2.5 million for the nine months ended September 30, 2024. In June 2024, we made a lump sum payment of $0.3 million in full satisfaction of our remaining obligations of the contribution payable liability. As a result, both parties were subsequently released from any further commitments from the agreement. The difference between the fair value of the lump sum payment of $0.3 million, and the carrying value of the contribution payable prior to the settlement of $2.8 million, resulted in the gain on extinguishment of $2.5 million.

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Other Expense

Other expense for the three and nine months ended September 30, 2024 was consistent with the amount compared to the three and nine months ended September 30, 2023, respectively.

Liquidity and Capital Resources

Sources of Liquidity

Since inception, we have financed our operations primarily from the issuance of equity and our Loan Agreement (as defined below). Our primary capital needs are for funds to support our scientific research and development activities including staffing, manufacturing, preclinical studies, clinical trials, administrative costs and for working capital.

We have experienced operating losses and cash outflows from operations since inception and will require ongoing financing in order to continue our research and development activities. We have not earned any revenue or reached successful commercialization of our product candidates. Our future operations are dependent upon our ability to finance our cash requirements, which will allow us to continue our research and development activities and the commercialization of our product candidates, if approved. There can be no assurance that we will be successful in continuing to finance our operations.

Our cash and cash equivalents and our working capital at September 30, 2024 was $295.3 million and $266.1 million, respectively. We believe that our cash and cash equivalents as of September 30, 2024 will be sufficient to fund our operations into 2027. Based on our current operating plan and anticipated R&D milestones, we expect our cash runway to extend at least 12 months beyond the first Phase 3 topline data readout for MM120 in GAD.

On August 11, 2023 (the “Closing Date”), we and certain of our subsidiaries party thereto, as co-borrowers (together with us, the “Borrowers”) entered into a Loan and Security Agreement (the “Loan Agreement”) with K2 HealthVentures LLC (“K2HV”), as administrative agent and Canadian collateral agent for lenders thereunder (K2HV, and any other lender from time to time, the “Lenders”), and Ankura Trust Company, LLC, as collateral trustee for the Lenders. The Loan Agreement provides for up to an aggregate principal amount of $50.0 million in term loans (“Term Loans”) consisting of a first tranche term loan of $15.0 million funded on the Closing Date, subsequent tranches of term loans totaling $20.0 million to be funded upon the achievement of certain time-based, clinical and regulatory milestones, and an additional tranche term loan of up to $15.0 million upon our request, subject to review by the Lenders of certain information from us and discretionary approval by the Lenders. The second milestone-based tranche of $10.0 million was achieved and funded in the second quarter of 2024.

On March 7, 2024, we entered into an underwriting agreement with Leerink Partners LLC and Cantor Fitzgerald & Co., as representatives of the underwriters named therein, in connection with the issuance and sale by us in an underwritten offering (the “March Offering”) of 16,666,667 of our Common Shares at an offering price of $6.00 per share, less underwriting discounts and commissions.

The net proceeds from the March Offering were approximately $93.5 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by us.

Also on March 7, 2024, we entered into a securities purchase agreement with certain investors (the “Investors”), pursuant to which the Investors agreed to purchase, and we agreed to sell 12,500,000 of our Common Shares at a price of $6.00 per share, in a private placement transaction (the “Private Placement”).

The net proceeds from the Private Placement were approximately $70.1 million, after deducting fees and expenses payable by us.

The March Offering and the Private Placement both closed on March 11, 2024.

On June 28, 2024, we entered into the Sales Agreement with the Agent to create an at-the-market equity program under which we from time to time may offer and sell the ATM Shares (as defined below), through or to the Agent. We filed a prospectus supplement on June 28, 2024 allowing for up to $150.0 million of Common Shares (the "ATM Shares") to be sold under the Sales Agreement.

Subject to the terms and conditions of the Sales Agreement, the Agent will use its commercially reasonable efforts to sell the ATM Shares from time to time, based upon our instructions. The Agent will be entitled to a commission of up to 3.0% of the aggregate gross proceeds from each sale of the ATM Shares effectuated through or to the Agent.

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We have no obligation to sell any of the ATM Shares and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement.

On August 9, 2024, we entered into an underwriting agreement with Leerink Partners LLC and Evercore Group L.L.C., as representatives of the several underwriters named therein, in connection with the August Offering of (i) the Shares, and (ii) to certain investors, the Pre-Funded Warrants to purchase the Pre-Funded Warrant Shares. The offering price for the Shares was $7.00 per share, less underwriting discounts and commissions. The offering price for the Pre-Funded Warrants was $6.999 per Pre-Funded Warrant, which represents the per share public offering price for the Shares less a $0.001 per share exercise price for each such Pre-Funded Warrant.

The net proceeds from the August Offering were approximately $70.0 million, after deducting underwriting discounts and commissions and other offering expenses payable by us. The August Offering closed on August 12, 2024.

Future Funding Requirements

To date, we have not generated any revenue. We do not expect to generate any meaningful revenue unless and until we obtain regulatory approval of and commercialize any of our product candidates, and we do not know when, or if at all, that will occur. We will continue to require substantial additional capital to develop our product candidates and fund operations for the foreseeable future. Moreover, we expect our expenses to increase in connection with our ongoing activities, particularly as we continue the development of and seek regulatory approvals for our product candidates. Further, we are subject to all the risks incident in the development of new pharmaceutical products, and we may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may harm our business. Our expenses will increase if, and as, we:

We believe that our cash and cash equivalents as of September 30, 2024 will be sufficient to fund our operations into 2027. Based on our current operating plan and anticipated R&D milestones, we expect our cash runway to extend at least 12 months beyond the first Phase 3 topline data readout for MM120 in GAD. However, our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially. In order to complete the development of our product candidates and to build the sales, marketing and distribution infrastructure that we believe will be necessary to commercialize our product candidates, if approved, we will require substantial additional funding. Until we can generate a sufficient amount of revenue from the commercialization of our product candidates, we may seek to raise any necessary additional capital through the sale of equity, debt financings or other capital sources, which could include income from collaborations, strategic partnerships or marketing, distribution or licensing arrangements with third parties or from grants. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our shareholders will be or could be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common shareholders. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, including restricting our operations and limiting our ability to incur liens, issue additional debt, pay dividends, repurchase our Common Shares, make certain investments or engage in merger, consolidation, licensing or asset sale transactions. If we raise funds through collaborations, strategic partnerships and other similar arrangements with third parties, we may be required to grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves. We may be unable to raise additional funds or enter into such agreements or arrangements on favorable terms, or at all. If we are unable to raise additional funds when needed, we may be required to delay, reduce or eliminate our product development or future commercialization efforts. We have based our projections of operating capital requirements on our current operating plan, which is based on several assumptions that may prove to be incorrect and we may use all of our available capital resources sooner than we expect. Because of the numerous risks and uncertainties associated with research, development and commercialization of product candidates, we are unable to estimate the exact amount and timing of our working capital requirements. Our future funding requirements will depend on many factors, including:

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Cash Flows (in thousands)

 

		For the Nine Months Ended September 30, 2024				For the Nine Months Ended September 30, 2023
Net cash used in operating activities		$	(53,778	)		$	(43,802	)
Net cash provided by financing activities			249,389				19,255
Foreign exchange impact on cash			(31	)			104
Net increase/(decrease) in cash		$	195,580			$	(24,443	)

 

Cash flows from operating activities

Cash used in operating activities for the nine months ended September 30, 2024 was $53.8 million, which consisted of a net loss of $73.9 million and a net change of $3.1 million in our net operating assets and liabilities, partially offset by $23.3 million in non-cash charges. The non-cash charges primarily consisted of share-based compensation of $13.5 million, a change in fair value on the 2022 USD Financing Warrants liability of $11.1 million, unrealized foreign exchange of $0.5 million, and amortization of intangible assets of $0.5 million, partially offset by a gain on extinguishment of the contribution payable of $2.5 million.

Cash used in operating activities for the nine months ended September 30, 2023 was $43.8 million, which consisted of a net loss of $71.9 million, partially offset by $18.0 million in non-cash charges and a net change of $10.1 million in our net operating assets and liabilities. The non-cash charges primarily consisted of share-based compensation of $11.8 million, a change in fair value on the 2022 USD Financing Warrants liability of $3.7 million, and amortization of intangible assets of $2.4 million.

Cash flows from financing activities

Cash provided by financing activities for the nine months ended September 30, 2024 was $249.4 million, which consisted of $175.0 million of gross proceeds from the March Offering and Private Placement, $75.0 million in proceeds from the August Offering, $10.0 million proceeds from our credit facility, $4.4 million of proceeds from the exercise of the 2022 USD Financing Warrants, $1.0 million net proceeds from the 2022 ATM, net of issuance costs, and $0.7 million in proceeds from the exercise of options, partially offset by $11.1 million of issuance costs related to the March Offering and Private Placement, $5.0 million of issuance costs related to the August Offering, $0.4 million payment of deferred financing fees related to the 2024 ATM, $0.1 million of our credit facility issuance costs and $0.1 million of withholding taxes paid on vested RSUs.

Cash provided by financing activities for the nine months ended September 30, 2023 was $19.3 million, which consisted of proceeds of $15.0 million from the credit facility partially offset by $0.8 million payment of credit facility issuance costs, $5.0 million of net proceeds from the issuance of Common Shares under our 2022 ATM, net of issuance costs, and $0.1 million of proceeds from the exercise of the 2022 USD Financing Warrants.

Contractual Obligations and Contingencies

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See Note 9 to our unaudited condensed consolidated financial statements located in “Part I – Financial Information, Item 1. Notes to Condensed Consolidated Financial Statements” in this Quarterly Report for a description of our contractual obligations and contingencies.

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our unaudited condensed consolidated financial statements as of September 30, 2024, which have been prepared in accordance with U.S. GAAP, and on a basis consistent with those accounting principles followed by us and disclosed in Note 2 to our most recent annual audited consolidated financial statements in the 2023 Annual Report. The preparation of these unaudited condensed consolidated financial statements requires our management to make judgments and estimates that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenue generated and expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these judgments and estimates under different assumptions or conditions and any such differences may be material.

Other than as described under Note 2 of our unaudited condensed consolidated financial statements in this Quarterly Report, there have been no material changes to our critical accounting policies from those described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our 2023 Annual Report.

Recent Accounting Pronouncements

See Note 2 to our unaudited condensed consolidated unaudited financial statements located in “Part I – Financial Information, Item 1. Notes to Condensed Consolidated Financial Statements” in this Quarterly Report for a description of recent accounting pronouncements applicable to our financial statements.

Emerging Growth Company Status

We are an “emerging growth company,” as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies.

We have elected to use this extended transition period to enable us to comply with new or revised accounting standards that have different effective dates for public and private companies until the last day of the fiscal year following the fifth anniversary of our first sale of common equity securities under an effective Securities Act registration statement or such earlier time that we no longer are an emerging growth company. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide the information required by this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period specified in the SEC's rules and forms, and that such information is accumulated and communicated to management including our Chief Executive Officer and Principal Financial Officer as appropriate, to allow timely decisions regarding required disclosure. As of September 30, 2024, our Chief Executive Officer and Principal Financial Officer carried out an evaluation with the participation of management of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based upon that evaluation, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of September 30, 2024.

Changes in Internal Control over Financial Reporting

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There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Securities Exchange Act of 1934 that occurred during the quarter ended September 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Internal Controls

A control system, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. In addition, the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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Part Ii

Item 1. Legal Proceedings

From time to time, we may become involved in litigation or other legal proceedings arising in the ordinary course of our business. We are not currently a party to any material litigation or legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business.

Item 1A. Risk Factors.

During the nine months ended September 30, 2024, there were no material changes to the "Risk Factors" included in our Annual Report on Form 10-K for the year ended December 31, 2023. You should carefully consider the information described therein and in this Quarterly Report on Form 10-Q, which could materially affect our business condition, results of operations and cash flows.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

None.

None.

For a description of certain working capital restrictions, including limitations upon the payment of dividends, see the description of our Loan Agreement in Note 10 to our unaudited condensed consolidated financial statements located in “Part I – Financial Information, Item 1. Notes to Unaudited Condensed Consolidated Financial Statements” in this Quarterly Report.

Item 3. Defaults upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

During the fiscal quarter ended September 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation S-K).

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Item 6. Exhibits.

 

Exhibit Number		Description	Incorporated by Reference
			Form	Exhibit No.	Filing Date	File No.
3.1		Amended and Restated Articles of Mind Medicine (MindMed) Inc., effective as of June 30, 2022.	10-K	3.1	March 9, 2023	001-40360
3.2		Notice of Articles, Incorporated on July 26, 2010, effective as of July 30, 2024.	10-Q	3.2	August 13, 2024	001-40360
4.1		Form of Pre-Funded Warrant	8-K	4.1	August 12, 2024	001-40360
4.2		Form of Pre-Funded Warrant	8-K	4.1	October 17, 2024	001-40360
4.3*		Form of Pre-Funded Warrant
10.1		Exchange Agreement, dated as of October 17, 2024, by and among Mind Medicine (MindMed) Inc., Commodore Capital Master LP and Deep Track Biotechnology Master Fund, LTD.	8-K	10.1	October 17, 2024	001-40360
10.2		Amendment No. 1 to the Registration Rights Agreement, dated as of October 17, 2024, by and among Mind Medicine (MindMed) Inc., Commodore Capital Master LP and Deep Track Biotechnology Master Fund, LTD.	8-K	10.2	October 17, 2024	001-40360
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*+		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*+		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents
104		Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101)

 

* Filed herewith.

# Indicates management contract or compensatory plan.

+These certifications are being furnished solely to accompany this quarterly report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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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, thereunto duly authorized.

 

		Mind Medicine (MindMed) Inc.
Date: November 7, 2024		By:	/s/ Robert Barrow
			Robert Barrow
			Chief Executive Officer
Date: November 7, 2024		By:	/s/ Carrie F. Liao
			Carrie F. Liao, CPA
			Principal Financial Officer and Chief Accounting Officer

 

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Exhibit 4.3

PRE-FUNDED WARRANT TO PURCHASE COMMON SHARES

 

Warrant No. [●]

Number of Shares: [●]
(subject to adjustment)

Original Issue Date: October [●], 2024

Mind Medicine (MindMed) Inc., a company incorporated under the laws of the Province of British Columbia (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [●] or its registered assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company up to a total of [●] common shares, without par value (the “Common Shares”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price per share equal to $0.001 per share (as adjusted from time to time as provided in Section 9 herein, the “Exercise Price”), upon surrender of this Warrant to Purchase Common Shares (including any Warrants to Purchase Common Shares issued in exchange, transfer or replacement hereof, the “Warrant”) at any time and from time to time on or after the date hereof (the “Original Issue Date”), subject to the following terms and conditions:

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X = Y [(A-B)/A]

where:

“X” equals the number of Warrant Shares to be issued to the Holder;

“Y” equals the total number of Warrant Shares with respect to which this Warrant is then being exercised;

“A” equals the Closing Sale Price of the Common Shares (as reported by Bloomberg Financial Markets) as of the Trading Day on the date immediately preceding the Exercise Date; and

“B” equals the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in such “cashless exercise” transaction shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued (provided that the Commission continues to take the position that such treatment is proper at the time of such exercise). Except as set forth in Section 5(b) (Buy-In remedy) and Section 12 (payment of cash in lieu of fractional shares), in no event will the exercise of this Warrant be settled in cash.

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[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.

	MIND MEDICINE (MINDMED) INC.
By:
Name:	Robert Barrow
Title:	Chief Executive Officer

 

---

SCHEDULE 1

FORM OF EXERCISE NOTICE

[To be executed by the Holder to purchase Common Shares under the Warrant]

To the addressee referred to above:

Dated:

Name of Holder:

By:

Name:

Title:

(Signature must conform in all respects to name of Holder as specified on the face of the Warrant)

---

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert Barrow, certify that:

Date: November 7, 2024		By:	/s/ Robert Barrow
			Robert Barrow
			Chief Executive Officer

---

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Carrie F. Liao, certify that:

Date: November 7, 2024		By:	/s/ Carrie F. Liao
			Carrie F. Liao
			Principal Financial Officer and Chief Accounting Officer

 

---

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Mind Medicine (Mindmed) Inc., (the “Company”) on Form 10-Q for the period ending September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

Date: November 7, 2024		By:	/s/ Robert Barrow
			Robert Barrow
			Chief Executive Officer

---

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Mind Medicine (Mindmed) Inc., (the “Company”) on Form 10-Q for the period ending September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

 

Date: November 7, 2024		By:	/s/ Carrie F. Liao
			Carrie F. Liao
			Principal Financial Officer and Chief Accounting Officer

---

v3.24.3

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2024	Oct. 28, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Entity Registrant Name	Mind Medicine (MindMed) Inc.
Entity Central Index Key	0001813814
Trading Symbol	MNMD
Current Fiscal Year End Date	--12-31
Title of 12(b) Security	Common Shares, no par value per share
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity File Number	001-40360
Entity Incorporation, State or Country Code	A1
Entity Tax Identification Number	98-1582438
Entity Address, Address Line One	One World Trade Center
Entity Address, Address Line Two	Suite 8500
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10007
City Area Code	212
Local Phone Number	220-6633
Entity Common Stock, Shares Outstanding		73,331,690

v3.24.3

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 295,284	$ 99,704
Prepaid and other current assets	4,074	4,168
Total current assets	299,358	103,872
Goodwill	19,918	19,918
Intangible assets, net		527
Other non-current assets	493	224
Total assets	319,769	124,541
Current liabilities:
Accounts payable	2,149	4,136
Accrued expenses	8,796	11,634
2022 USD Financing Warrants	22,320	16,476
Total current liabilities	33,265	32,246
Credit facility, long-term	24,311	14,129
Other liabilities, long-term		32
Total liabilities	57,576	46,407
Commitments and contingencies (Note 9)
Shareholders' Equity:
Common shares, no par value, unlimited authorized as of September 30, 2024 and December 31, 2023; 81,590,491 and 41,101,303 issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	0	0
Additional paid-in capital	625,510	367,991
Accumulated other comprehensive income	821	343
Accumulated deficit	(364,138)	(290,200)
Total shareholders' equity	262,193	78,134
Total liabilities and shareholders' equity	$ 319,769	$ 124,541

v3.24.3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Common stock, par value	$ 0	$ 0
Common stock, shares authorized	Unlimited	Unlimited
Common stock, shares issued	81,590,491	41,101,303
Common stock, shares outstanding	81,590,491	41,101,303

v3.24.3

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating expenses:
Research and development	$ 17,188	$ 13,203	$ 43,538	$ 40,578
General and administrative	7,604	8,413	27,916	31,083
Total operating expenses	24,792	21,616	71,454	71,661
Loss from operations	(24,792)	(21,616)	(71,454)	(71,661)
Other income/(expense):
Interest income	3,507	1,491	8,279	4,240
Interest expense	(727)	(328)	(1,627)	(481)
Foreign exchange loss, net	(32)	(439)	(589)	(244)
Change in fair value of 2022 USD Financing Warrants	8,360	3,020	(11,088)	(3,671)
Gain on extinguishment of contribution payable			2,541	(0)
Other expense		(51)		(51)
Total other income/(expense), net	11,108	3,693	(2,484)	(207)
Net loss	(13,684)	(17,923)	(73,938)	(71,868)
Other comprehensive loss
(Loss)/gain on foreign currency translation	(12)	415	478	150
Comprehensive loss	$ (13,696)	$ (17,508)	$ (73,460)	$ (71,718)
Net loss per common share, basic	$ (0.18)	$ (0.45)	$ (1.12)	$ (1.85)
Net loss per common share, diluted	$ (0.27)	$ (0.45)	$ (1.12)	$ (1.85)
Weighted-average common shares, basic	77,909,441	39,720,007	65,938,025	38,798,374
Weighted-average common shares, diluted	80,238,688	39,720,007	65,938,025	38,798,374

v3.24.3

Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	2022 USD Financing Warrants	Common Stock	Common Stock 2022 USD Financing Warrants	Additional Paid-In Capital	Additional Paid-In Capital 2022 USD Financing Warrants	Accumulated OCI	Accumulated Deficit
Balance at Dec. 31, 2022	$ 150,917				$ 344,758		$ 627	$ (194,468)
Balance, Shares at Dec. 31, 2022			37,979,136
Issuance of common shares and warrants, net of share issuance costs	4,943				4,943
Issuance of common shares and warrants, net of share issuance costs, Shares			1,402,598
Exercise of warrants		$ 178				$ 178
Exercise of warrants, Shares				27,000
Settlement of restricted share unit awards			672,641
Stock-based compensation expense	11,610				11,610
Exercise of stock options	49				49
Exercise of stock options, Shares			13,333
Net loss and Comprehensive loss	(71,718)						150	(71,868)
Balance at Sep. 30, 2023	95,979				361,538		777	(266,336)
Balance, Shares at Sep. 30, 2023			40,094,708
Balance at Jun. 30, 2023	105,972				354,023		362	(248,413)
Balance, Shares at Jun. 30, 2023			38,807,159
Issuance of common shares and warrants, net of share issuance costs	3,086				3,086
Issuance of common shares and warrants, net of share issuance costs, Shares			800,700
Exercise of warrants		178				178
Exercise of warrants, Shares				27,000
Settlement of restricted share unit awards			446,516
Stock-based compensation expense	4,202				4,202
Exercise of stock options	49				49
Exercise of stock options, Shares			13,333
Net loss and Comprehensive loss	(17,508)						415	(17,923)
Balance at Sep. 30, 2023	95,979				361,538		777	(266,336)
Balance, Shares at Sep. 30, 2023			40,094,708
Balance at Dec. 31, 2023	78,134				367,991		343	(290,200)
Balance, Shares at Dec. 31, 2023			41,101,303
Issuance of common shares and warrants, net of share issuance costs	234,267				234,267
Issuance of common shares and warrants, net of share issuance costs, Shares			38,624,064
Issuance of common shares upon settlement of restricted share unit awards, net of shares withheld for tax	(54)				(54)
Issuance of common shares upon settlement of restricted share unit awards, net of shares withheld for tax, Shares			650,801
Exercise of warrants		$ 9,675				$ 9,675
Exercise of warrants, Shares				1,042,523
Stock-based compensation expense	$ 12,960				12,960
Exercise of stock options, Shares	204,395
Exercise of stock options, net of options withheld for tax	$ 671				671
Exercise of stock options, net of options withheld for tax, Shares			171,800
Net loss and Comprehensive loss	(73,460)						478	(73,938)
Balance at Sep. 30, 2024	262,193				625,510		821	(364,138)
Balance, Shares at Sep. 30, 2024			81,590,491
Balance at Jun. 30, 2024	202,047				551,668		833	(350,454)
Balance, Shares at Jun. 30, 2024			72,075,076
Issuance of common shares and warrants, net of share issuance costs	69,969				69,969
Issuance of common shares and warrants, net of share issuance costs, Shares			9,285,511
Issuance of common shares upon settlement of restricted share unit awards, net of shares withheld for tax, Shares			205,999
Stock-based compensation expense	3,841				3,841
Exercise of stock options, net of options withheld for tax	32				32
Exercise of stock options, net of options withheld for tax, Shares			23,905
Net loss and Comprehensive loss	(13,696)						(12)	(13,684)
Balance at Sep. 30, 2024	$ 262,193				$ 625,510		$ 821	$ (364,138)
Balance, Shares at Sep. 30, 2024			81,590,491

v3.24.3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities
Net loss	$ (73,938)	$ (71,868)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	13,468	11,818
Amortization of intangible assets	527	2,372
Change in fair value of 2022 USD Financing Warrants	11,088	3,671
Gain on extinguishment of contribution payable	(2,541)	0
Unrealized foreign exchange	509	0
Other non-cash adjustments	228	128
Changes in operating assets and liabilities:
Prepaid and other current assets	(532)	1,575
Other noncurrent assets	115	60
Accounts payable	(1,987)	5,535
Accrued expenses	(683)	3,742
Other liabilities, long-term	(32)	(835)
Net cash used in operating activities	(53,778)	(43,802)
Cash flows from financing activities
Proceeds from the August Offering	74,999	0
Payment of issuance costs from the August Offering	(5,030)	0
Proceeds from the March Offering and Private Placement	175,000	0
Payment of issuance costs from the March Offering and Private Placement	(11,060)	0
Proceeds from credit facility	10,000	15,000
Payment of credit facility issuance costs	(128)	(802)
Proceeds from the 2022 ATM net of issuance costs	984	4,943
Payment of deferred financing fees related to 2024 ATM	(424)	0
Proceeds from exercise of 2022 USD Financing Warrants	4,431	114
Proceeds from exercise of options	671	0
Withholding taxes paid on vested RSUs	(54)	0
Net cash provided by financing activities	249,389	19,255
Effect of exchange rate changes on cash	(31)	104
Net increase/(decrease) in cash and cash equivalents	195,580	(24,443)
Cash, beginning of period	99,704	142,142
Cash, end of period	295,284	117,699
Supplemental Cash Flow Information
Cash paid for interest	1,541	100
Supplemental Noncash Disclosures
Conversion of 2022 USD Financing Warrants to common shares upon exercise of warrants	5,244	64
Deferred financing fees related to 2024 ATM included in accrued expenses	6	0
Reclass of deferred financing fees related to 2022 ATM to additional paid-in capital	332	0
Unpaid issuance costs for credit facility	0	170
Proceeds from exercise of options in prepaid and other current assets	$ 0	$ 49

v3.24.3

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (13,684)	$ (17,923)	$ (73,938)	$ (71,868)

v3.24.3

Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

v3.24.3

Nature of Operations	9 Months Ended
	Sep. 30, 2024
Nature Of Operations [Abstract]
Description of the Business	1. DESCRIPTION OF THE BUSINESS Mind Medicine (MindMed) Inc. (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., MindMed Pty Ltd., and MindMed GmbH are incorporated in Delaware, Delaware, Australia and Switzerland respectively. MindMed US was incorporated on May 30, 2019. MindMed is a clinical stage biopharmaceutical company developing novel product candidates to treat brain health disorders. The Company’s mission is to be the global leader in the development and delivery of treatments for brain health disorders that unlock new opportunities to improve patient outcomes. The Company is developing a pipeline of innovative product candidates, with and without acute perceptual effects, targeting neurotransmitter pathways that play key roles in brain health disorders. This specifically includes pharmaceutically optimized product candidates derived from the psychedelic and empathogen drug classes, including MM120 and MM402, the Company’s lead product candidates. As of September 30, 2024, the Company had an accumulated deficit of $364.1 million. Through September 30, 2024, the Company’s financial support has primarily been provided by proceeds from the issuance of its common shares, no par value per share (“Common Shares”), warrants to purchase Common Shares, and the Company’s credit facility. As the Company continues its expansion, it may seek additional financing and/or strategic investments; however, there can be no assurance that any additional financing or strategic investments will be available to the Company on acceptable terms, if at all. If events or circumstances occur such that the Company does not obtain additional funding, it will most likely be required to reduce its plans and/or certain discretionary spending, which could have a material adverse effect on the Company’s ability to achieve its intended business objectives. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if it were unable to continue as a going concern. Management believes that it has sufficient working capital on hand to fund operations through at least the next twelve months from the date of the issuance of these financial statements. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use the extended transition period for complying with new or revised accounting standards, and as a result of this election, the unaudited condensed consolidated financial statements may not be comparable to companies that comply with public company Financial Accounting Standards Board (“FASB”) standards’ effective dates. The Company may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of the first sale of its common equity securities under an effective Securities Act of 1933 (the "Securities Act") registration statement or such earlier time that it is no longer an emerging growth company. In the opinion of management, these unaudited interim condensed consolidated financial statements reflect all adjustments necessary for a fair presentation of our financial position and results of operations and cash flows for the periods presented.

v3.24.3

Basis of Presentation and Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	2. BASIS OF pRESENTATION AND Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2023, which are included in the Company’s 2023 Annual Report on Form 10-K filed with the SEC on February 28, 2024 (the “2023 Annual Report”). The Company’s significant accounting policies are disclosed in the audited financial statements for the periods ended December 31, 2023 and 2022, included in the 2023 Annual Report. Since the date of those financial statements, there have been no changes to the Company's significant accounting policies. The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification and as amended by Accounting Standards Updates of FASB. The preparation of financial statements in conformity with U.S. GAAP requires management to make a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates under different assumptions or conditions. Intercompany balances and transactions, and any unrealized income and expenses arising from intercompany transactions, are eliminated in preparing the unaudited condensed consolidated financial statements. Foreign Currency Prior to April 1, 2024, the Company’s functional currency was the Canadian dollar (“CAD”). Translation gains and losses from the application of the U.S. dollar (“USD”) as the reporting currency during the period that the Canadian dollar was the functional currency were included as part of cumulative currency translation adjustment, which is reported as a component of shareholders’ equity as accumulated other comprehensive income. Following the Company’s voluntary delisting from Cboe Canada in April 2024, the Company reassessed its functional currency and determined that, as of April 1, 2024, its functional currency had changed from the CAD to the USD. The Company's analysis included various factors, including: the Company’s cash flows and expenses denominated primarily in USD, and the primary market for the Company’s Common Shares trading in USD. The change in functional currency was accounted for prospectively from April 1, 2024, and the unaudited condensed consolidated financial statements prior to and including the period ended March 31, 2024 were not restated for the change in functional currency. For periods commencing April 1, 2024, monetary assets and liabilities denominated in currencies other than USD are remeasured at period-end using the period-end exchange rate. Opening balances related to non-monetary assets and liabilities are based on prior period translated amounts, and non-monetary assets acquired, and non-monetary liabilities incurred after April 1, 2024, are translated at the approximate exchange rate prevailing at the date of the transaction. Income and expense accounts are translated at the average rates in effect during the fiscal year. Foreign exchange gains and losses are included in the unaudited condensed consolidated statements of operations and comprehensive loss. Cash and Cash Equivalents The Company considers all investments with an original maturity date at the time of purchase of three months or less to be cash and cash equivalents. As of September 30, 2024, the Company’s cash equivalents consisted of U.S. government money market funds at a high-credit quality and federally insured financial institution. The Company’s accounts, at times, may exceed federally insured limits. The Company had cash equivalents of $293.3 million as of September 30, 2024, and $96.7 million as of December 31, 2023. Net Loss per Share For the three-month period ended September 30, 2024, the Company determined that the 2022 USD Financing Warrants had a dilutive impact to the calculation of net loss per share. As a result, the Company calculated diluted net loss per Common Share for the three months ended September 30, 2024 as follows:     Three Months Ended September 30,       2024   Numerator:       Net loss attributable to common shareholders, basic   $ (13,684 ) Change in fair value of 2022 USD Financing Warrants     (8,360 ) Net loss attributable to common shareholders, diluted   $ (22,044 )         Denominator:       Weighted-average shares used in computing net loss per share attributable    to common shareholders, basic     77,909,441   Incremental shares from 2022 USD Financing Warrants     2,329,247   Weighted-average shares used in computing net loss per share attributable    to common shareholders, diluted     80,238,688     The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect:   Three Months Ended September 30,     Nine Months Ended September 30,     2024     2023     2024     2023   Options issued and outstanding under stock option plan   3,698,252       2,234,288       3,698,252       2,234,288   Restricted Share Units   1,552,862       2,524,721       1,552,862       2,524,721   CAD Compensation Warrants   —       125,890       —       125,890   CAD Financing Warrants   —       1,286,282       —       1,286,282   Conversion Shares   997,506       —       997,506       —   2022 USD Financing Warrants   —       7,031,823       5,989,300       7,031,823   Estimated shares issuable under the ESPP   37,370       —       37,370       —   Total   6,285,990       13,203,004       12,275,290       13,203,004     Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position, results of operations, or cash flows upon adoption. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (“ASU 2023-07”). ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within the segment measure of profit or loss. This guidance will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023, and interim reporting periods in fiscal years beginning after December 31, 2024. The Company does not expect implementation of the new guidance to have a material impact on its consolidated financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09"). ASU 2023-09 requires annual disclosures of specific categories in the rate reconciliation, additional information for reconciling items that meet a quantitative threshold and a disaggregation of income taxes paid, net of refunds. ASU 2023-09 also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. ASU 2023-09 is effective for the annual reporting periods in fiscal years beginning after December 31, 2024. Early adoption is permitted. ASU 2023-09 should be applied prospectively. Retrospective adoption is permitted. The Company is currently assessing the impact this standard will have on the Company’s consolidated financial statements.

v3.24.3

Fair Value of Financial Instruments	9 Months Ended
	Sep. 30, 2024
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	3. FAIR VALUE OF FINANCIAL INSTRUMENTS The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 (in thousands), and the fair value hierarchy of the valuation techniques utilized. The Company classifies its assets and liabilities as either short- or long-term based on maturity and anticipated realization dates.     September 30, 2024     Level 1     Level 2     Level 3     Total   Financial assets:                         Cash equivalents   $ 293,259     $ —     $ —     $ 293,259   Financial liabilities:                         Directors' Deferred Share Unit Liability   $ 878     $ —     $ —     $ 878   2022 USD Financing Warrant Liability   $ —     $ —     $ 22,320     $ 22,320       December 31, 2023     Level 1     Level 2     Level 3     Total   Financial assets:                         Cash equivalents   $ 96,682     $ —     $ —     $ 96,682   Financial liabilities:                         Directors' Deferred Share Unit Liability   $ 387     $ —     $ —     $ 387   2022 USD Financing Warrant Liability   $ —     $ —     $ 16,476     $ 16,476     There were no transfers into or out of Level 1, Level 2, or Level 3 during the nine months ended September 30, 2024 and the year ended December 31, 2023. The fair value of the warrant liability is measured at fair value on a recurring basis. The warrants to purchase Common Shares issued in our underwritten public offering that closed on September 30, 2022 (the “2022 USD Financing Warrants”) are classified as Level 3 in the fair value hierarchy and are determined using the Black-Scholes option pricing model using the following assumptions:     As of September 30, 2024   As of December 31, 2023 Share price   $5.69   $3.66 Expected volatility   91.77%   94.72% Risk-free rate   3.52%   3.87% Expected life   3.00 years   3.75 years

v3.24.3

Goodwill and Intangible Assets, Net	9 Months Ended
	Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets, Net	4. GOODWILL AND INTANGIBLE ASSETS, NET Goodwill During the nine months ended September 30, 2024, the Company has made no additions to its outstanding goodwill. There were no triggering events identified, no indication of impairment of the Company’s goodwill and long-lived assets, and no impairment charges recorded during the three and nine months ended September 30, 2024 and 2023, respectively. Intangible assets, net As of December 31, 2023, the Company’s developed technology intangible assets had a gross carrying value of $9.5 million, accumulated amortization of $9.0 million, and a net carrying value of $0.5 million. The Company's developed technology intangible assets were fully amortized as of March 31, 2024. Amortization expense included in research and development expense was $0.5 million and $2.4 million for the nine months ended September 30, 2024 and 2023, respectively, and $0 and $0.8 million for the three months ended September 30, 2024 and 2023, respectively.

v3.24.3

Accrued Expenses	9 Months Ended
	Sep. 30, 2024
Payables and Accruals [Abstract]
Accrued Expenses	5. ACCRUED EXPENSES At September 30, 2024 and December 31, 2023, accrued expenses consisted of the following (in thousands):     September 30, 2024     December 31, 2023   Accrued compensation   $ 3,839     $ 4,139   Accrued clinical and manufacturing costs     2,458       1,884   Professional services     1,310       2,022   Directors' Deferred Share Unit Liability     878       387   Other accruals     311       361   Contribution payable     —       2,841   Total accrued expenses   $ 8,796     $ 11,634     In June 2024, the Company made a lump sum payment of $0.3 million in full satisfaction of its remaining obligations of the contribution payable liability. As a result, both parties were subsequently released from any further commitments from the agreement. The difference between the fair value of the lump sum payment of $0.3 million, and the carrying value of the contribution payable prior to the settlement of $2.8 million, resulted in a gain on extinguishment of $2.5 million recognized by the Company in the unaudited condensed consolidated statements of operations and comprehensive loss during the nine months ended September 30, 2024.

v3.24.3

Shareholders’ Equity	9 Months Ended
	Sep. 30, 2024
Equity [Abstract]
Shareholders’ Equity	6. SHAREHOLDERS’ EQUITY Common Shares The Company is authorized to issue an unlimited number of Common Shares, which have no par value. As of September 30, 2024, the Company had 81,590,491 Common Shares issued and outstanding. At-The-Market Facilities 2022 ATM On May 4, 2022, the Company filed a shelf registration statement on Form S-3 (the “2022 Registration Statement”), as well as an accompanying prospectus supplement ("Prior ATM Prospectus"). In connection with the filing of the 2022 Registration Statement, the Company also entered into a sales agreement (the “Prior Sales Agreement”) with Cantor Fitzgerald & Co. and Oppenheimer & Co. Inc. as sales agents (together, the “Prior Agents”), pursuant to which the Company could issue and sell Common Shares for an aggregate offering price of up to $100.0 million in accordance with the Prior ATM Prospectus under an at-the-market offering program (the “2022 ATM”). Pursuant to the 2022 ATM, the Company paid the Prior Agents a commission rate equal to 3.0% of the gross proceeds from the sale of any Common Shares. The Company was not obligated to make any sales of its Common Shares under the 2022 ATM. During the nine months ended September 30, 2024, the Company sold 171,886 Common Shares for net proceeds of $0.7 million under the 2022 ATM. As of March 7, 2024, the Company had raised an aggregate of $40.9 million under the 2022 ATM and had the remaining availability of $59.1 million. On March 7, 2024, the Company announced that it had delivered written notice to the Prior Agents that it was suspending and terminating the 2022 ATM prospectus, dated May 16, 2022. On May 28, 2024, the Company delivered written notice to the Prior Agents that it was terminating the Prior Sales Agreement. 2024 ATM On June 28, 2024, the Company filed a shelf registration statement on Form S-3 (the “2024 Registration Statement”), as well as an accompanying prospectus supplement (“New ATM Prospectus”). In connection with the filing of the 2024 Registration Statement and the New ATM Prospectus, the Company entered into a sales agreement (the "Sales Agreement") with Leerink Partners LLC (the “Agent”) pursuant to which the Company may issue and sell from time to time Common Shares for an aggregate offering price of up to $150.0 million in accordance with the New ATM Prospectus under an at-the-market offering program (the "2024 ATM"). Pursuant to the 2024 ATM, the Company will pay the Sales Agent a commission rate of up to 3.0% of the gross proceeds from the sale of any Common Shares. The Company is not obligated to make any sales of its Common Shares under the 2024 ATM. The Company has not sold any Common Shares under the 2024 ATM as of September 30, 2024. The March Offering and Private Placement On March 7, 2024, the Company entered into an underwriting agreement with Leerink Partners LLC and Cantor Fitzgerald & Co., as representatives of the underwriters named therein, in connection with the issuance and sale by the Company in an underwritten offering (the “March Offering”) of 16,666,667 Common Shares (the “Offering Shares”), at an offering price of $6.00 per Offering Share, less underwriting discounts and commissions. The net proceeds to the Company from the March Offering were $93.5 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. Also on March 7, 2024, the Company entered into a securities purchase agreement with certain investors, pursuant to which the investors agreed to purchase, and the Company agreed to sell 12,500,000 Common Shares (the “Private Placement Shares”), at a price of $6.00 per Private Placement Share, in a private placement transaction (the “Private Placement”). The net proceeds to the Company from the Private Placement were $70.1 million, after deducting fees and expenses payable by the Company. The Company intends to use the net proceeds from the March Offering and the Private Placement for (i) the research and development of the Company’s product candidates and (ii) working capital and general corporate purposes. The March Offering and the Private Placement both closed on March 11, 2024. The August Offering On August 9, 2024, the Company entered into an underwriting agreement with Leerink Partners LLC and Evercore Group L.L.C., as representatives of the several underwriters named therein, in connection with an underwritten public offering (the “August Offering”) of (i) 9,285,511 Common Shares (the “Shares”), and (ii) to certain investors, pre-funded warrants (the “Pre-Funded Warrants”) to purchase 1,428,775 Common Shares (the "Pre-Funded Warrant Shares"). The offering price for the Shares was $7.00 per share, less underwriting discounts and commissions. The offering price for the Pre-Funded Warrants was $6.999 per Pre-Funded Warrant, which represents the per share public offering price for the Shares less a $0.001 per share exercise price for each such Pre-Funded Warrant. The net proceeds to the Company from the August Offering were approximately $70.0 million, after deducting underwriting discounts and commissions and other offering expenses payable by the Company. The August Offering closed on August 12, 2024. The Company intends to use the net proceeds from the August Offering to fund the research and development of its product candidates and for working capital and general corporate purposes. The Pre-Funded Warrants are exercisable at any time after the date of issuance. The exercise price and the number of Pre-Funded Warrant Shares are subject to appropriate adjustment in the event of certain share dividends and distributions, share splits, share combinations, reclassifications or similar events affecting the Common Shares as well as upon any distribution of assets, including cash, securities or other property, to the Company’s shareholders. The Pre-Funded Warrants will not expire and are exercisable in cash or by means of a cashless exercise. A holder of Pre-Funded Warrants may not exercise such Pre-Funded Warrants if the aggregate number of Common Shares beneficially owned by such holder, together with its affiliates, would exceed more than 4.99% or 9.99% (at the initial election of the holder) of the number of Common Shares outstanding following such exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants. A holder of Pre-Funded Warrants may increase or decrease this percentage not in excess of 19.99% by providing at least 61 days’ prior notice to the Company. As of September 30, 2024, there were no exercises of the Pre-Funded Warrants.

v3.24.3

Warrants	9 Months Ended
	Sep. 30, 2024
Warrants and Rights Note Disclosure [Abstract]
Warrants	7. WARRANTS CAD Financing Warrants and CAD Compensation Warrants   Between 2020 through 2021, in conjunction with equity offerings, the Company issued units at varying prices per unit in CAD, with each unit comprised of one Common Share and one-half of one Common Share financing warrant (each whole warrant, a “CAD Financing Warrant”). The Company also issued compensation warrants to its underwriters (the “CAD Compensation Warrants”). All CAD Financing Warrants and the CAD Compensation Warrants expired as of March 9, 2024. 2022 USD Financing Warrants On September 30, 2022, the Company closed an underwritten public offering of 7,058,823 Common Shares and accompanying 2022 USD Financing Warrants to purchase 7,058,823 Common Shares. Each 2022 USD Financing Warrant is immediately exercisable for one Common Share at an initial exercise price of $4.25 per Common Share, subject to certain adjustments, and will expire on September 30, 2027. The below table represents the activity associated with the Company's 2022 USD Financing Warrants for the nine months ended September 30, 2024:     2022 USD Financing Warrants   Balance at December 31, 2023     7,031,823   Exercised     (1,042,523 ) Expired     —   Balance at September 30, 2024     5,989,300     Under the guidance in ASC 815-40, the Company's 2022 USD Financing Warrants do not meet the criteria for equity treatment. Therefore, the Company accounts for the 2022 USD Financing Warrants as liabilities and recognized them at fair value upon issuance and adjusts them to fair value at the end of each reporting period. Any change in fair value is recognized on the condensed consolidated statements of operations and comprehensive loss. The below table summarizes the activity of the outstanding liability for the 2022 USD Financing Warrants for the nine months ended September 30, 2024 (in thousands):     As of September 30, 2024   Balance at December 31, 2023   $ 16,476   Warrant exercise     (5,244 ) Change in fair value of the warrant liability     11,088   Balance at September 30, 2024   $ 22,320

v3.24.3

Stock-based Compensation	9 Months Ended
	Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]
Stock-based Compensation	8. STOCK-BASED COMPENSATION Stock Incentive Plans Effective March 7, 2023, the Company amended the definitions of “Fair Market Value” and “Market Value” under the MindMed Stock Option Plan (the “Stock Option Plan”) and the Performance and Restricted Share Unit Plan (the “RSU Plan”), respectively, to be based upon the closing price of the Company's Common Shares as traded on the Nasdaq Stock Market on the last trading day on which Common Shares traded prior to the day on which an equity award is granted (the “Amendments”). This change is only applicable for equity compensation awards granted subsequent to the Amendments. Accordingly, stock options granted after March 7, 2023 ("USD Options") are denominated in USD, and the grant date fair value of restricted share units granted after March 7, 2023 ("USD RSUs") is denominated in USD. The fair value of both USD Options and USD RSUs is based upon the closing price of the Company's Common Shares as traded on the Nasdaq Stock Market. As of September 30, 2024, in conjunction with the voluntary Cboe Canada delisting on April 1, 2024, all of the Company's Common Shares are only traded on the Nasdaq Stock Market. All equity awards have their exercise prices denominated in USD based upon the USD value on the day on which the equity award was granted. Stock Options On February 27, 2020, the Company adopted the Stock Option Plan to advance the interests of the Company by providing employees, contractors and directors of the Company a performance incentive for continued and improved service with the Company. The Stock Option Plan sets out the framework for determining eligibility as well as the terms of any stock-based compensation granted. The Stock Option Plan was approved by the shareholders as part of the terms of an arrangement agreement (the “Arrangement”) entered into by the Company on October 15, 2019, in connection with the completion of its reverse acquisition, which completed on February 27, 2020. The Company is authorized to issue such number of stock options equal to 15% of the Company’s issued and outstanding Common Shares under the terms of the Stock Option Plan, together with Common Shares that are issuable pursuant to outstanding awards or grants under any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares, including the RSU Plan and ESPP. The following table summarizes the Company’s stock option activity:     Number of Options     Weighted Average Exercise Price     Weighted Average Remaining Contractual Life (Years)     Aggregate Intrinsic Value   Options outstanding at December 31, 2023     2,161,734     $ 18.67       —     $ —   Issued     2,068,580       5.51       —       —   Exercised     (204,395 )     4.24       —       —   Forfeited     (300,059 )     7.24       —       —   Expired     (27,608 )     18.60       —       —   Options outstanding at September 30, 2024     3,698,252     $ 13.04       6.3     $ 1,685,167   Options vested and exercisable at September 30, 2024     1,671,885     $ 19.30       3.7     $ 633,304     The expense recognized related to stock options was $1.9 million and $1.7 million for the three months ended September 30, 2024 and 2023, respectively, and $6.2 million and $5.0 million for the nine months ended September 30, 2024 and 2023, respectively. Restricted Share Units The Company adopted the RSU Plan to advance the interests of the Company by providing employees, contractors and directors of the Company a performance incentive for continued and improved service with the Company. The RSU Plan sets out the framework for determining eligibility as well as the terms of any stock-based compensation granted. The RSU Plan was approved by the shareholders as part of the Arrangement. The Company is authorized to issue such number of RSUs equal to 15% of the Company’s issued and outstanding Common Shares under the terms of the RSU Plan, together with Common Shares that are issuable pursuant to outstanding awards or grants under any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares, including the Option Plan and ESPP. The fair value has been estimated based on the closing price of the Common Shares on the day prior to the grant.     Number of RSUs     Weighted Average Grant Date Fair Value   Balance at December 31, 2023     2,288,726     $ 7.20   Granted     216,800       7.99   Vested and issued     (651,031 )     9.58   Cancelled     (301,633 )     5.48   Balance at September 30, 2024     1,552,862     $ 6.65     The expense recognized related to RSUs was $2.0 million and $2.5 million for the three months ended September 30, 2024 and 2023, respectively, and $6.8 million and $6.6 million for the nine months ended September 30, 2024 and 2023, respectively. Directors' Deferred Share Unit Plan On April 16, 2021, the Company adopted the MindMed Director's Deferred Share Unit Plan (the "DDSU Plan"). The DDSU Plan sets out a framework to grant non-executive directors deferred share units (“DDSUs”) which are cash settled awards. Effective June 8, 2023, the Company amended the definition of “Fair Market Value” under the DDSU Plan to be based upon the volume weighted average trading price of the Company’s Common Shares as traded on the Nasdaq Stock Market for the five business days on which Common Shares are traded on Nasdaq immediately preceding the applicable date. This change is only applicable for DDSUs granted subsequent to June 8, 2023. Accordingly, DDSUs granted after June 8, 2023 are denominated in USD. The DDSUs generally vest ratably over twelve months after grant and are settled within 90 days of the date the director ceases service to the Company. For the nine months ended September 30, 2024, stock-based compensation expense of $0.5 million was recognized relating to the revaluation of the vested DDSUs, recorded in general and administrative expense in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. The Company recognized a decrease of stock-based compensation expense of $0.1 million relating to the revaluation of the vested DDSUs for the three months ended September 30, 2024. During the nine months ended September 30, 2024, the Company did not issue any additional DDSUs. There were 148,729 DDSUs vested as of September 30, 2024. The liability associated with the outstanding vested DDSU’s was $0.9 million as of September 30, 2024, and was recorded to accrued expenses in the accompanying unaudited condensed consolidated balance sheets. Employee Share Purchase Plan On April 16, 2024, the Company’s Board of Directors approved the Mind Medicine (MindMed) Inc. Employee Share Purchase Plan (the “ESPP”), subject to its approval by the Company’s shareholders. On June 10, 2024, the Company's shareholders approved the ESPP at the Company’s 2024 Annual General and Special Meeting of Shareholders. A total of 750,000 Common Shares were reserved for future issuance under the ESPP. As of August 15, 2024, the Company commenced the first offering under the ESPP. The fair value of Common Shares to be issued under the ESPP was estimated using the following assumptions:     Three and Nine Months Ended September 30, 2024 Expected term   0.5 years Expected volatility   100.78% Risk-free rate   5.04% Weighted average grant date fair value per share   $2.79   Stock-based Compensation Expense Stock-based compensation expense for all equity arrangements for the three and nine months ended September 30, 2024 and 2023 was as follows (in thousands):     Three Months Ended September 30,     Nine Months Ended September 30,     2024     2023     2024     2023   Research and development   $ 1,110     $ 2,023     $ 4,747     $ 5,600   General and administrative     2,660       2,203       8,721       6,218   Total share-based compensation expense   $ 3,770     $ 4,226     $ 13,468     $ 11,818     As of September 30, 2024, there was approximately $11.7 million of total unrecognized stock-based compensation expense related to unvested options granted to employees under the Stock Option Plan that is expected to be recognized over a weighted average period of 2.4 years. As of September 30, 2024, there was approximately $9.4 million of total unrecognized stock-based compensation expense related to RSUs granted to employees under the RSU Plan that is expected to be recognized over a weighted average period of 2.4 years.

v3.24.3

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	9. COMMITMENTS AND CONTINGENCIES As of September 30, 2024, the Company had obligations to make future payments, representing significant research and development contracts and other commitments that are known and committed in the amount of approximately $70.2 million. Most of these agreements are cancelable by the Company with notice. These commitments include agreements related to the conduct of the Company's clinical trials, sponsored research, manufacturing and preclinical studies. The Company enters into research, development and license agreements in the ordinary course of business where the Company receives research services and rights to proprietary technologies. Milestone and royalty payments that may become due under various agreements are dependent on, among other factors, clinical trials, regulatory approvals and ultimately the successful development of a new drug, the outcome and timing of which are uncertain. The Company periodically enters into research and license agreements with third parties that include indemnification provisions customary in the industry. These guarantees generally require the Company to compensate the other party for certain damages and costs incurred as a result of claims arising from research and development activities undertaken by or on behalf of the Company. In some cases, the maximum potential amount of future payments that could be required under these indemnification provisions could be unlimited. These indemnification provisions generally survive termination of the underlying agreement. The nature of the indemnification obligations prevents the Company from making a reasonable estimate of the maximum potential amount it could be required to pay. Historically, the Company has not made any indemnification payments under such agreements and no amount has been accrued in the unaudited condensed consolidated financial statements with respect to these indemnification obligations.

v3.24.3

Credit Facility	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
Credit Facility	10. CREDIT FACILITY On August 11, 2023 (the “Closing Date”), the Company and certain of its subsidiaries party thereto, as co-borrowers (together with the Company, the “Borrowers”) entered into a Loan and Security Agreement (the “Loan Agreement”) with K2 HealthVentures LLC (“K2HV”), as administrative agent and Canadian collateral agent for lenders thereunder (K2HV, together with any other lender from time to time, the "Lenders"), and Ankura Trust Company, LLC, as collateral trustee for the Lenders. The Loan Agreement provides for up to an aggregate principal amount of $50.0 million in term loans (the “Term Loan”) consisting of a first tranche term loan of $15.0 million funded on the Closing Date, subsequent tranches of term loans totaling $20.0 million to be funded upon the achievement of certain time-based, clinical and regulatory milestones, and an additional tranche term loan of up to $15.0 million upon the Company’s request, subject to review by the Lenders of certain information from the Company and discretionary approval by the Lenders. On the Closing Date, the Company paid a facility fee of $0.3 million to K2HV. The second milestone-based tranche of $10.0 million was achieved and funded in the second quarter of 2024. The Term Loan matures on August 1, 2027, and the obligations of the Company under the Loan Agreement are secured by substantially all of the assets of the Company, excluding intellectual property. The Term Loan bears a variable interest rate equal to the greater of (i) 10.95% and (ii) the sum of (a) the prime rate as reported in The Wall Street Journal plus (b) 2.95%. The Company may prepay, at its option, all, but not less than all, of the outstanding principal balance and all accrued and unpaid interest with respect to the principal balance being prepaid of the Term Loan, subject to certain prepayment notice requirements; provided that such prepayment notice may be conditioned upon the effectiveness of a refinancing or any other transaction, in which case such prepayment notice may be revoked by the Company. Principal payments were postponed from March 2025 to March 2026 as the interest only extension event per the Loan Agreement was met. The Lenders may elect at any time following the Closing Date and prior to the full repayment of the Term Loan to convert any portion of the principal amount of the term loans then outstanding, up to an aggregate principal amount of $4.0 million, into the Company’s Common Shares (the “Conversion Shares”), at a conversion price equal to $4.01 per Conversion Share, subject to certain limitations. The embedded conversion option qualifies for a scope exception from derivative accounting because it is both indexed to the Company’s own Common Shares and meets the conditions for equity classification. As of September 30, 2024, the Company estimated the fair value of the Conversion Shares to be $3.7 million using the Black-Scholes option pricing model. The Loan Agreement contains customary representations and warranties and affirmative and negative covenants, including covenants that limit or restrict the Company's ability to, among other things: dispose of assets; make changes to the Company's business, management, ownership or business locations; merge or consolidate; incur additional indebtedness, encumbrances or liens; pay dividends or other distributions or repurchase equity; make investments; and enter into certain transactions with affiliates, in each case subject to certain exceptions. The Company is in compliance with the Loan Agreement as of September 30, 2024. The Company recorded $0.7 million and $1.5 million in interest expense for the three and nine months ended September 30, 2024, respectively. Future expected repayments of principal amount due on the credit facility as of September 30, 2024 are as follows (in thousands):   Remainder of 2024   $ -   2025     -   2026     13,369   2027     11,631   Total principal repayments   $ 25,000   Unamortized debt issuance costs     (689 ) Total credit facility, non-current, net   $ 24,311     As of September 30, 2024, the Company estimated the fair value of the credit facility to be $24.7 million, assuming the full $4.0 million of principal is converted into Conversion Shares.

v3.24.3

Subsequent Events	9 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	11. SUBSEQUENT EVENTS On October 17, 2024, the Company entered into an exchange agreement (the “Exchange Agreement”) with Commodore Capital Master LP and Deep Track Biotechnology Master Fund, LTD (collectively, the “Holders”) pursuant to which the Holders exchanged an aggregate of 8,000,000 of the Private Placement Shares for pre-funded warrants to purchase an aggregate of 8,000,000 Common Shares of the Company with an exercise price of $0.001 per share.

v3.24.3

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2023, which are included in the Company’s 2023 Annual Report on Form 10-K filed with the SEC on February 28, 2024 (the “2023 Annual Report”). The Company’s significant accounting policies are disclosed in the audited financial statements for the periods ended December 31, 2023 and 2022, included in the 2023 Annual Report. Since the date of those financial statements, there have been no changes to the Company's significant accounting policies. The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification and as amended by Accounting Standards Updates of FASB. The preparation of financial statements in conformity with U.S. GAAP requires management to make a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates under different assumptions or conditions. Intercompany balances and transactions, and any unrealized income and expenses arising from intercompany transactions, are eliminated in preparing the unaudited condensed consolidated financial statements.
Foreign Currency	Foreign Currency Prior to April 1, 2024, the Company’s functional currency was the Canadian dollar (“CAD”). Translation gains and losses from the application of the U.S. dollar (“USD”) as the reporting currency during the period that the Canadian dollar was the functional currency were included as part of cumulative currency translation adjustment, which is reported as a component of shareholders’ equity as accumulated other comprehensive income. Following the Company’s voluntary delisting from Cboe Canada in April 2024, the Company reassessed its functional currency and determined that, as of April 1, 2024, its functional currency had changed from the CAD to the USD. The Company's analysis included various factors, including: the Company’s cash flows and expenses denominated primarily in USD, and the primary market for the Company’s Common Shares trading in USD. The change in functional currency was accounted for prospectively from April 1, 2024, and the unaudited condensed consolidated financial statements prior to and including the period ended March 31, 2024 were not restated for the change in functional currency. For periods commencing April 1, 2024, monetary assets and liabilities denominated in currencies other than USD are remeasured at period-end using the period-end exchange rate. Opening balances related to non-monetary assets and liabilities are based on prior period translated amounts, and non-monetary assets acquired, and non-monetary liabilities incurred after April 1, 2024, are translated at the approximate exchange rate prevailing at the date of the transaction. Income and expense accounts are translated at the average rates in effect during the fiscal year. Foreign exchange gains and losses are included in the unaudited condensed consolidated statements of operations and comprehensive loss.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all investments with an original maturity date at the time of purchase of three months or less to be cash and cash equivalents. As of September 30, 2024, the Company’s cash equivalents consisted of U.S. government money market funds at a high-credit quality and federally insured financial institution. The Company’s accounts, at times, may exceed federally insured limits. The Company had cash equivalents of $293.3 million as of September 30, 2024, and $96.7 million as of December 31, 2023.
Net Loss per Share	Net Loss per Share For the three-month period ended September 30, 2024, the Company determined that the 2022 USD Financing Warrants had a dilutive impact to the calculation of net loss per share. As a result, the Company calculated diluted net loss per Common Share for the three months ended September 30, 2024 as follows:     Three Months Ended September 30,       2024   Numerator:       Net loss attributable to common shareholders, basic   $ (13,684 ) Change in fair value of 2022 USD Financing Warrants     (8,360 ) Net loss attributable to common shareholders, diluted   $ (22,044 )         Denominator:       Weighted-average shares used in computing net loss per share attributable    to common shareholders, basic     77,909,441   Incremental shares from 2022 USD Financing Warrants     2,329,247   Weighted-average shares used in computing net loss per share attributable    to common shareholders, diluted     80,238,688     The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect:   Three Months Ended September 30,     Nine Months Ended September 30,     2024     2023     2024     2023   Options issued and outstanding under stock option plan   3,698,252       2,234,288       3,698,252       2,234,288   Restricted Share Units   1,552,862       2,524,721       1,552,862       2,524,721   CAD Compensation Warrants   —       125,890       —       125,890   CAD Financing Warrants   —       1,286,282       —       1,286,282   Conversion Shares   997,506       —       997,506       —   2022 USD Financing Warrants   —       7,031,823       5,989,300       7,031,823   Estimated shares issuable under the ESPP   37,370       —       37,370       —   Total   6,285,990       13,203,004       12,275,290       13,203,004
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position, results of operations, or cash flows upon adoption. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (“ASU 2023-07”). ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within the segment measure of profit or loss. This guidance will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023, and interim reporting periods in fiscal years beginning after December 31, 2024. The Company does not expect implementation of the new guidance to have a material impact on its consolidated financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09"). ASU 2023-09 requires annual disclosures of specific categories in the rate reconciliation, additional information for reconciling items that meet a quantitative threshold and a disaggregation of income taxes paid, net of refunds. ASU 2023-09 also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. ASU 2023-09 is effective for the annual reporting periods in fiscal years beginning after December 31, 2024. Early adoption is permitted. ASU 2023-09 should be applied prospectively. Retrospective adoption is permitted. The Company is currently assessing the impact this standard will have on the Company’s consolidated financial statements.

v3.24.3

Basis of Presentation and Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Schedule of Computation of Basic and Diluted Net Loss Per Share	For the three-month period ended September 30, 2024, the Company determined that the 2022 USD Financing Warrants had a dilutive impact to the calculation of net loss per share. As a result, the Company calculated diluted net loss per Common Share for the three months ended September 30, 2024 as follows:     Three Months Ended September 30,       2024   Numerator:       Net loss attributable to common shareholders, basic   $ (13,684 ) Change in fair value of 2022 USD Financing Warrants     (8,360 ) Net loss attributable to common shareholders, diluted   $ (22,044 )         Denominator:       Weighted-average shares used in computing net loss per share attributable    to common shareholders, basic     77,909,441   Incremental shares from 2022 USD Financing Warrants     2,329,247   Weighted-average shares used in computing net loss per share attributable    to common shareholders, diluted     80,238,688
Schedule of Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share due to Anti-dilutive Effect	The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect:   Three Months Ended September 30,     Nine Months Ended September 30,     2024     2023     2024     2023   Options issued and outstanding under stock option plan   3,698,252       2,234,288       3,698,252       2,234,288   Restricted Share Units   1,552,862       2,524,721       1,552,862       2,524,721   CAD Compensation Warrants   —       125,890       —       125,890   CAD Financing Warrants   —       1,286,282       —       1,286,282   Conversion Shares   997,506       —       997,506       —   2022 USD Financing Warrants   —       7,031,823       5,989,300       7,031,823   Estimated shares issuable under the ESPP   37,370       —       37,370       —   Total   6,285,990       13,203,004       12,275,290       13,203,004

v3.24.3

Fair Value of Financial Instruments (Tables)	9 Months Ended
	Sep. 30, 2024
Fair Value Disclosures [Abstract]
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis	The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 (in thousands), and the fair value hierarchy of the valuation techniques utilized. The Company classifies its assets and liabilities as either short- or long-term based on maturity and anticipated realization dates.   September 30, 2024     Level 1     Level 2     Level 3     Total   Financial assets:                         Cash equivalents   $ 293,259     $ —     $ —     $ 293,259   Financial liabilities:                         Directors' Deferred Share Unit Liability   $ 878     $ —     $ —     $ 878   2022 USD Financing Warrant Liability   $ —     $ —     $ 22,320     $ 22,320       December 31, 2023     Level 1     Level 2     Level 3     Total   Financial assets:                         Cash equivalents   $ 96,682     $ —     $ —     $ 96,682   Financial liabilities:                         Directors' Deferred Share Unit Liability   $ 387     $ —     $ —     $ 387   2022 USD Financing Warrant Liability   $ —     $ —     $ 16,476     $ 16,476
Schedule of Assumptions used to Determine Fair Value of 2022 USD Financing Warrants	The fair value of the warrant liability is measured at fair value on a recurring basis. The warrants to purchase Common Shares issued in our underwritten public offering that closed on September 30, 2022 (the “2022 USD Financing Warrants”) are classified as Level 3 in the fair value hierarchy and are determined using the Black-Scholes option pricing model using the following assumptions:     As of September 30, 2024   As of December 31, 2023 Share price   $5.69   $3.66 Expected volatility   91.77%   94.72% Risk-free rate   3.52%   3.87% Expected life   3.00 years   3.75 years

v3.24.3

Accrued Expenses (Tables)	9 Months Ended
	Sep. 30, 2024
Payables and Accruals [Abstract]
Summary of Accrued Expenses	At September 30, 2024 and December 31, 2023, accrued expenses consisted of the following (in thousands):     September 30, 2024     December 31, 2023   Accrued compensation   $ 3,839     $ 4,139   Accrued clinical and manufacturing costs     2,458       1,884   Professional services     1,310       2,022   Directors' Deferred Share Unit Liability     878       387   Other accruals     311       361   Contribution payable     —       2,841   Total accrued expenses   $ 8,796     $ 11,634     In June 2024, the Company made a lump sum payment of $0.3 million in full satisfaction of its remaining obligations of the contribution payable liability. As a result, both parties were subsequently released from any further commitments from the agreement. The difference between the fair value of the lump sum payment of $0.3 million, and the carrying value of the contribution payable prior to the settlement of $2.8 million, resulted in a gain on extinguishment of $2.5 million recognized by the Company in the unaudited condensed consolidated statements of operations and comprehensive loss during the nine months ended September 30, 2024.

v3.24.3

Warrants (Tables)	9 Months Ended
	Sep. 30, 2024
Warrants and Rights Note Disclosure [Abstract]
Schedule of Financing Warrants	The below table represents the activity associated with the Company's 2022 USD Financing Warrants for the nine months ended September 30, 2024:     2022 USD Financing Warrants   Balance at December 31, 2023     7,031,823   Exercised     (1,042,523 ) Expired     —   Balance at September 30, 2024     5,989,300
Summary of Activity of Outstanding Warrant Liability	The below table summarizes the activity of the outstanding liability for the 2022 USD Financing Warrants for the nine months ended September 30, 2024 (in thousands):     As of September 30, 2024   Balance at December 31, 2023   $ 16,476   Warrant exercise     (5,244 ) Change in fair value of the warrant liability     11,088   Balance at September 30, 2024   $ 22,320

v3.24.3

Stock-based Compensation (Tables)	9 Months Ended
	Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]
Schedule of Stock Option Activity	The following table summarizes the Company’s stock option activity:     Number of Options     Weighted Average Exercise Price     Weighted Average Remaining Contractual Life (Years)     Aggregate Intrinsic Value   Options outstanding at December 31, 2023     2,161,734     $ 18.67       —     $ —   Issued     2,068,580       5.51       —       —   Exercised     (204,395 )     4.24       —       —   Forfeited     (300,059 )     7.24       —       —   Expired     (27,608 )     18.60       —       —   Options outstanding at September 30, 2024     3,698,252     $ 13.04       6.3     $ 1,685,167   Options vested and exercisable at September 30, 2024     1,671,885     $ 19.30       3.7     $ 633,304
Schedule of Restricted Share Units	The Company adopted the RSU Plan to advance the interests of the Company by providing employees, contractors and directors of the Company a performance incentive for continued and improved service with the Company. The RSU Plan sets out the framework for determining eligibility as well as the terms of any stock-based compensation granted. The RSU Plan was approved by the shareholders as part of the Arrangement. The Company is authorized to issue such number of RSUs equal to 15% of the Company’s issued and outstanding Common Shares under the terms of the RSU Plan, together with Common Shares that are issuable pursuant to outstanding awards or grants under any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares, including the Option Plan and ESPP. The fair value has been estimated based on the closing price of the Common Shares on the day prior to the grant.     Number of RSUs     Weighted Average Grant Date Fair Value   Balance at December 31, 2023     2,288,726     $ 7.20   Granted     216,800       7.99   Vested and issued     (651,031 )     9.58   Cancelled     (301,633 )     5.48   Balance at September 30, 2024     1,552,862     $ 6.65
Schedule of Fair Value Assumptions of Common Shares to be Issued under ESPP	The fair value of Common Shares to be issued under the ESPP was estimated using the following assumptions:     Three and Nine Months Ended September 30, 2024 Expected term   0.5 years Expected volatility   100.78% Risk-free rate   5.04% Weighted average grant date fair value per share   $2.79
Summary of Stock-based Compensation Expense	Stock-based compensation expense for all equity arrangements for the three and nine months ended September 30, 2024 and 2023 was as follows (in thousands):     Three Months Ended September 30,     Nine Months Ended September 30,     2024     2023     2024     2023   Research and development   $ 1,110     $ 2,023     $ 4,747     $ 5,600   General and administrative     2,660       2,203       8,721       6,218   Total share-based compensation expense   $ 3,770     $ 4,226     $ 13,468     $ 11,818

v3.24.3

Credit Facility (Tables)	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
Schedule of Future Expected Repayments of Principal Amount Due on Credit Facility	Future expected repayments of principal amount due on the credit facility as of September 30, 2024 are as follows (in thousands):   Remainder of 2024   $ -   2025     -   2026     13,369   2027     11,631   Total principal repayments   $ 25,000   Unamortized debt issuance costs     (689 ) Total credit facility, non-current, net   $ 24,311

v3.24.3

Description of the Business - Additional Information (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ (364,138)	$ (290,200)

v3.24.3

Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cash equivalents	$ 293.3	$ 96.7

v3.24.3

Basis of Presentation and Summary of Significant Accounting Policies - Summary of Diluted net loss per Common Share (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net loss attributable to common shareholders, basic	$ (13,684)
Change in fair value of 2022 USD Financing Warrants	(8,360)	$ (3,020)	$ 11,088	$ 3,671
Net loss attributable to common shareholders, diluted	$ (22,044)
Weighted-average shares used in computing net loss per share attributable to common shareholders, basic	77,909,441	39,720,007	65,938,025	38,798,374
Incremental shares from 2022 USD Financing Warrants	2,329,247
Weighted-average shares used in computing net loss per share attributable to common shareholders, diluted	80,238,688	39,720,007	65,938,025	38,798,374

v3.24.3

Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share due to Anti-dilutive Effect (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of loss per share	6,285,990	13,203,004	12,275,290	13,203,004
Options issued and outstanding under stock option plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of loss per share	3,698,252	2,234,288	3,698,252	2,234,288
Restricted Share Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of loss per share	1,552,862	2,524,721	1,552,862	2,524,721
CAD Compensation Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of loss per share		125,890		125,890
CAD Financing Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of loss per share		1,286,282		1,286,282
Conversion Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of loss per share	997,506		997,506
2022 USD Financing Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of loss per share		7,031,823	5,989,300	7,031,823
Estimated shares issuable under the ESPP
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of loss per share	37,370		37,370

v3.24.3

Fair Value of Financial Instruments - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Financial Assets, Fair Value Disclosure [Abstract]
Cash equivalents	$ 293,259	$ 96,682
Directors' Deferred Share Unit Liability
Financial Liabilities Fair Value Disclosure [Abstract]
Financial liabilities	878	387
2022 USD Financing Warrant Liability
Financial Liabilities Fair Value Disclosure [Abstract]
Financial liabilities	22,320	16,476
Level 1
Financial Assets, Fair Value Disclosure [Abstract]
Cash equivalents	293,259	96,682
Level 1 | Directors' Deferred Share Unit Liability
Financial Liabilities Fair Value Disclosure [Abstract]
Financial liabilities	878	387
Level 3 | 2022 USD Financing Warrant Liability
Financial Liabilities Fair Value Disclosure [Abstract]
Financial liabilities	$ 22,320	$ 16,476

v3.24.3

Fair Value of Financial Instruments - Additional Information (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value of assets transfers into Level 3	$ 0	$ 0
Fair value of assets transfers out of Level 3	0	0
Fair value of liabilities transfers into Level 3	0	0
Fair value of liabilities transfers out of Level 3	$ 0	$ 0

v3.24.3

Fair Value of Financial Instruments - Schedule of Assumptions used to Determine Fair Value of 2022 USD Financing Warrants (Details) - 2022 USD Financing Warrant Liability - Level 3 - Recurring	Sep. 30, 2024	Dec. 31, 2023
Share price
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Measurement input	0.0569	0.0366
Expected volatility
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Measurement input	0.9177	0.9472
Risk-free rate
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Measurement input	0.0352	0.0387
Expected life
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Expected life	3 years	3 years 9 months

v3.24.3

Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Goodwill acquired during period			$ 0
Impairment charges of goodwill	$ 0	$ 0	0	$ 0
Amortization of Intangible Assets	0	800,000	527,000	2,372,000
Indication of impairment of goodwill and long-lived assets	$ 0	$ 0	$ 0	$ 0
Development Technology
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross carrying Value					$ 9,500,000
Intangible assets, accumulated amortization					9,000,000
Intangible assets, net carrying value					$ 500,000

v3.24.3

Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued compensation	$ 3,839	$ 4,139
Accrued clinical and manufacturing costs	2,458	1,884
Professional services	1,310	2,022
Directors' Deferred Share Unit Liability	878	387
Other accruals	311	361
Contribution payable		2,841
Total accrued expenses	$ 8,796	$ 11,634

v3.24.3

Accrued Expenses - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended	9 Months Ended
	Jun. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accrued clinical and manufacturing costs		$ 2,458		$ 1,884
Contribution payable liability		300
Contribution payable				$ 2,841
Payments on contribution payable liability	$ 300
Gain on extinguishment of contribution payable		$ 2,541	$ (0)

v3.24.3

Shareholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions					3 Months Ended		9 Months Ended
	Aug. 09, 2024	Jun. 28, 2024	Mar. 07, 2024	May 04, 2022	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, no par value					$ 0		$ 0
Number of shares issued and outstanding					81,590,491		81,590,491
Common stock, shares issued					81,590,491		81,590,491		41,101,303
Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Aggregate number of common shares owned by holder percentage	9.99%
Percentage of increase or decrease of ownership by pre-funded warrants holder	19.99%
Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Aggregate number of common shares owned by holder percentage	4.99%
Underwritten Public Offering [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, shares issued	9,285,511
Proceeds from issuance of share capital, net of issuance costs	$ 70.0
Share issued price per share	$ 7
2022 ATM
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Issuance of common shares, net of share issuance costs, Shares							171,886
Proceeds from issuance of share capital, net of issuance costs							$ 0.7
Sale of securities aggregate public offering price			$ 40.9	$ 100.0
Sale of securities remaining availablility			$ 59.1
Percentage of gross proceeds from sales of common shares payable as sales agent commission rate				3.00%
2024 ATM
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Sale of securities aggregate public offering price		$ 150.0
Percentage of gross proceeds from sales of common shares payable as sales agent commission rate		3.00%
Underwritten Offering
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, shares issued			16,666,667
Proceeds from issuance of share capital, net of issuance costs			$ 93.5
Share issued price per share			$ 6
Private Placement
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share issued price per share			$ 6
Sale of shares			12,500,000
Net proceeds from private placement			$ 70.1
Common Shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Issuance of common shares, net of share issuance costs, Shares					9,285,511	800,700	38,624,064	1,402,598
Pre-Funded Warrants [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, shares issued	1,428,775
Warrant exercise price	$ 6.999
Pre-Funded Warrants [Member] | Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares issued, price per share	$ 0.001

v3.24.3

Warrants - Additional Information (Details) - $ / shares	Sep. 30, 2022	Sep. 30, 2024	Dec. 31, 2023
Class of Warrant or Right [Line Items]
Common Stock, Shares, Issued		81,590,491	41,101,303
Common share and warrant public offering expire date	Sep. 30, 2027
2022 USD Financing Warrant Liability
Class of Warrant or Right [Line Items]
Common Stock, Shares, Issued	7,058,823
Common Share and Warrant Public Offering
Class of Warrant or Right [Line Items]
Common shares at an initial excercise price	$ 4.25
Underwritten Public Offering
Class of Warrant or Right [Line Items]
Common Stock, Shares, Issued	7,058,823
CAD Financing and Compensation Warrants
Class of Warrant or Right [Line Items]
Warrants expiration date		Mar. 09, 2024

v3.24.3

Warrants - Schedule of Financing Warrants (Details) - 2022 USD Financing Warrant Liability	9 Months Ended
	Sep. 30, 2024 shares
Class of Warrant or Right [Line Items]
Balance at December 31, 2023	7,031,823
Exercised, shares	(1,042,523)
Expired, shares	0
Balance at September 30, 2024	5,989,300

v3.24.3

Warrants - Summary of Activity of Outstanding Warrant Liability (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Class of Warrant or Right [Line Items]
Change in fair value of the warrant liability	$ (8,360)	$ (3,020)	$ 11,088	$ 3,671
2022 USD Financing Warrant Liability
Class of Warrant or Right [Line Items]
Balance at December 31, 2023			16,476
Warrant exercise			(5,244)
Change in fair value of the warrant liability			11,088
Balance at June 30, 2023	$ 22,320		$ 22,320

v3.24.3

Stock-based Compensation - Additional Information (Details) - USD ($) $ in Thousands			3 Months Ended		9 Months Ended
	Feb. 27, 2024	Feb. 27, 2020	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Jun. 10, 2024	Dec. 31, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, vested					148,729
Stock-based compensation expense recognized			$ 3,770	$ 4,226	$ 13,468	$ 11,818
Accrued expenses			8,796		8,796			$ 11,634
Unrecognized stock-based compensation expense related to unvested options granted			$ 11,700		$ 11,700
Weighted average period for recognition of unvested options granted					2 years 4 months 24 days
Number of shares, issued					0
Common Stock, Shares, Issued			81,590,491		81,590,491			41,101,303
General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense recognized			$ 2,660	2,203	$ 8,721	6,218
Restricted Share Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting percentage					15.00%
Stock-based compensation expense recognized			2,000	2,500	$ 6,800	6,600
Unrecognized stock-based compensation expense related to unvested options granted			9,400		$ 9,400
Weighted average period for recognition of unvested options granted					2 years 4 months 24 days
Directors' Deferred Share Unit Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense recognized			100		$ 500
Directors' Deferred Share Unit Plan | General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Accrued expenses			900		900
Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense recognized			$ 1,900	$ 1,700	$ 6,200	$ 5,000
Employee Share Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common shares reserved for future issuance							750,000
MindMed Stock Option Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting percentage	15.00%
Vesting rights, description		The Stock Option Plan was approved by the shareholders as part of the terms of an arrangement agreement (the “Arrangement”) entered into by the Company on October 15, 2019, in connection with the completion of its reverse acquisition, which completed on February 27, 2020. The Company is authorized to issue such number of stock options equal to 15% of the Company’s issued and outstanding Common Shares under the terms of the Stock Option Plan, together with Common Shares that are issuable pursuant to outstanding awards or grants under any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares, including the RSU Plan and ESPP.

v3.24.3

Stock-based Compensation - Schedule of Stock Option Activity (Details) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares
Share-Based Payment Arrangement [Abstract]
Number of options, outstanding | shares	2,161,734
Number of options, issued | shares	2,068,580
Number of options, exercised | shares	(204,395)
Number of options, forfeited | shares	(300,059)
Number of options, expired | shares	(27,608)
Number of options, outstanding | shares	3,698,252
Number of options, vested and exercisable | shares	1,671,885
Weighted average exercise price, outstanding | $ / shares	$ 18.67
Weighted average exercise price, issued | $ / shares	5.51
Weighted average exercise price, exercised | $ / shares	4.24
Weighted average exercise price, forfeited | $ / shares	7.24
Weighted average exercise price, expired | $ / shares	18.6
Weighted average exercise price, outstanding | $ / shares	13.04
Weighted average exercise price, vested and exercisable | $ / shares	$ 19.3
Weighted average remaining contractual life (Years), outstanding	6 years 3 months 18 days
Weighted average remaining contractual life (Years), vested and exercisable	3 years 8 months 12 days
Aggregate intrinsic value, outstanding | $	$ 1,685,167
Aggregate intrinsic value, vested and exercisable | $	$ 633,304

v3.24.3

Stock-based Compensation - Schedule of Restricted Share Units (Details) - Restricted Share Units	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares, beginning balance | shares	2,288,726
Number of shares, granted | shares	216,800
Number of shares, vested and issued | shares	(651,031)
Number of shares, cancelled | shares	(301,633)
Number of shares, ending balance | shares	1,552,862
Weighted average grant date fair value, beginning balance | $ / shares	$ 7.2
Weighted average grant date fair value, granted | $ / shares	7.99
Weighted average grant date fair value, vested and issued | $ / shares	9.58
Weighted average grant date fair value, cancelled | $ / shares	5.48
Weighted average grant date fair value, ending balance | $ / shares	$ 6.65

v3.24.3

Stock-Based Compensation - Schedule of Fair Value Assumptions of Common Shares to be Issued under ESPP (Details) - Employee Share Purchase Plan	3 Months Ended	9 Months Ended
	Sep. 30, 2024 $ / shares	Sep. 30, 2024 $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term	6 months	6 months
Expected volatility	100.78%	100.78%
Risk-free rate	5.04%	5.04%
Weighted average grant date fair value per share	$ 2.79	$ 2.79

v3.24.3

Stock-based Compensation - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total share-based compensation expense	$ 3,770	$ 4,226	$ 13,468	$ 11,818
Research and Development
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total share-based compensation expense	1,110	2,023	4,747	5,600
General and Administrative
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total share-based compensation expense	$ 2,660	$ 2,203	$ 8,721	$ 6,218

v3.24.3

Commitments and Contingencies - Additional Information (Details) $ in Millions	Sep. 30, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Other Commitment	$ 70.2

v3.24.3

Credit Facility - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended	9 Months Ended
	Aug. 11, 2023	Sep. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2024
Line of Credit Facility [Line Items]
Payment of facility fee			$ 128	$ 802
Description of the interest rate			The Term Loan bears a variable interest rate equal to the greater of (i) 10.95% and (ii) the sum of (a) the prime rate as reported in The Wall Street Journal plus (b) 2.95%.
Interest expense		$ 700	$ 1,500
Term Loan | Loan and Security Agreement | K2HV
Line of Credit Facility [Line Items]
Aggregate principal amount	$ 50,000
Payment of facility fee	$ 300
Debt Instrument, Maturity Date	Aug. 01, 2027
Term Loan bears a variable interest rate	2.95%
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]	Prime Rate [Member]
Conversion price per share	$ 4.01
Fair value of conversion shares			3,700
Fair value of credit facility		$ 24,700	24,700
Term Loan | Loan and Security Agreement | K2HV | Maximum
Line of Credit Facility [Line Items]
Debt instrument convertible, conversion feature principal	$ 4,000		$ 4,000
Term Loan | Loan and Security Agreement | K2HV | Minimum
Line of Credit Facility [Line Items]
Debt instrument interest rate	10.95%
Term Loan | First Tranche Term Loan | Loan and Security Agreement | K2HV
Line of Credit Facility [Line Items]
Aggregate principal amount	$ 15,000
Term Loan | Subsequent Tranche Term Loan | Loan and Security Agreement | K2HV
Line of Credit Facility [Line Items]
Aggregate principal amount	20,000
Term Loan | Additional Tranche Term Loan | Loan and Security Agreement | K2HV
Line of Credit Facility [Line Items]
Aggregate principal amount	$ 15,000
Term Loan | Second Milestone Based Tranche Term Loan | Loan and Security Agreement | K2HV
Line of Credit Facility [Line Items]
Aggregate principal amount					$ 10,000

v3.24.3

Credit Facility - Schedule of Future Expected Repayments of Principal Amount Due on Credit Facility (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Debt Disclosure [Abstract]
2026	$ 13,369
2027	11,631
Total principal repayments	25,000
Unamortized debt issuance costs	(689)
Total credit facility, non-current, net	$ 24,311

v3.24.3

Subsequent Events - Additional Information (Details) - $ / shares	Oct. 17, 2024	Sep. 30, 2024	Aug. 09, 2024	Dec. 31, 2023
Subsequent Event [Line Items]
Common stock, shares issued		81,590,491		41,101,303
PreFunded Warrants
Subsequent Event [Line Items]
Common stock, shares issued			1,428,775
Warrant exercise price			$ 6.999
Underwritten Public Offering
Subsequent Event [Line Items]
Common stock, shares issued			9,285,511
Subsequent Event | PreFunded Warrants
Subsequent Event [Line Items]
Common stock, shares issued	8,000,000
Warrant exercise price	$ 0.001
Subsequent Event | Private Placement | PreFunded Warrants
Subsequent Event [Line Items]
Private placement shares	8,000,000

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