Definium Therapeutics raises $242.8M in stock offering

Item 1.01 Entry into a Material Definitive Agreement.

On October 29, 2025, Mind Medicine (MindMed),

Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Jefferies LLC, Leerink Partners LLC and Evercore Group L.L.C., as representatives of the several underwriters named therein (the "Underwriters"), in connection with an underwritten public offering (the "Offering") of 18,375,000 common shares (the "Shares") of the Company, without par value ("Common Shares"). The offering price for the Shares is $12.25 per share, less underwriting discounts and commissions. In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 2,756,250 Common Shares at the same price, which was exercised by the Underwriters in full on October 30, 2025.

The gross proceeds to the Company from the Offering, including the full exercise by the Underwriters of their option to purchase additional Common Shares, are expected to be approximately $258.9 million. The net proceeds to the Company from the Offering are expected to be $242.8 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. The Offering is expected to close on October 31, 2025.

The Company intends to use the net proceeds from the Offering to fund the research and development of its product candidates and working capital and general corporate purposes⁴. The Company may also use a portion of the net proceeds to invest in or acquire additional businesses or compounds that the Company believe are complementary to its own, although the Company has no current plans, commitments or agreements with respect to any future acquisitions⁵.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter³

Item 8.01 Other Events.

On October 29, 2025, the Company issued press releases announcing the launch of the Offering and the pricing of the Offering¹. Copies of these press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively², and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

1.1

Underwriting Agreement by and between Mind Medicine (MindMed) Inc. and Jefferies LLC, Leerink Partners LLC and Evercore Group L.L.C., as representatives of the underwriters named therein, dated October 29, 2025.

5.1

Opinion of Osler, Hoskin & Harcourt LLP.

23.1

Consent of Osler, Hoskin & Harcourt LLP (included in Exhibit 5.1).

99.1

Press Release, dated October 29, 2025.

99.2

Press Release, dated October 29, 2025.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MIND MEDICINE (MINDMED) INC.

Date:

October 31, 2025

By:

/s/ Robert Barrow

Name:

Robert Barrow

Title:

Chief Executive Officer

Mind Medicine (MindMed) Inc. Announces Proposed

Public Offering

NEW YORK, October 29, 2025 - Mind

Medicine (MindMed) Inc. (NASDAQ: MNMD) (the "Company" or "MindMed"), a late-stage clinical biopharmaceutical company developing novel product candidates to treat brain health disorders, today announced that it intends to offer and sell, subject to market conditions, common shares and, to certain investors, pre-funded warrants to purchase common shares in an underwritten public offering. In addition, MindMed intends to grant the underwriters an option for a period of 30 days to purchase additional common shares at the public offering price, less underwriting discounts and commissions. All of the common shares and pre-funded warrants are being offered by MindMed.

MindMed intends to use the net proceeds from this offering to fund the research and development of its product candidates and working capital and general corporate purposes. MindMed may also use a portion of the net proceeds to invest in or acquire additio