Mind Medicine (MindMed) Inc美股招股说明书(2025-10-29版)

Pre-Funded Warrants to Purchase Mind Medicine (MindMed) Inc. We are offeringcommon shares, without par value, at a public offering price of $per share and,to certain investors, pre-funded warrants to purchasecommon shares. The purchase price of each pre-fundedwarrant will equal the price per share at which the common shares are being sold to the public in this offering, minus$, which is the exercise price of each pre-funded warrant. This prospectus supplement also relates to the offeringof the common shares issuable upon exercise of the pre-funded warrants. Our common shares are listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “MNMD”. Thelast reported sale price of our common shares on Nasdaq on October 28, 2025 was $12.87 per share. We do not intend tolist the pre-funded warrants on Nasdaq, any other national securities exchange or any other nationally recognizedtrading system. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on pageS-8of this prospectus supplement, page8of the accompanying prospectus and under similar headings inthe documents incorporated by reference into this prospectus supplement and the accompanyingprospectus. We are an “emerging growth company” under applicable Securities and Exchange Commission rules and aresubject to reduced public company reporting requirements. See “Prospectus Supplement Summary — Implications ofBeing an Emerging Growth Company.” Neither the Securities and Exchange Commission nor any state or other securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful orcomplete. Any representation to the contrary is a criminal offense. Per SharePer Pre-FundedWarrantTotalPublic Offering Price$$$Underwriting Discounts and Commissions$$$Proceeds to Mind Medicine (MindMed) Inc. before expenses$$$(1) (1)We have agreed to reimburse the underwriters for certain expenses. See “Underwriting” beginning on pageS-31ofthis prospectus supplement for additional information regarding underwriter compensation. We have granted the underwriters an option to purchase up to an additionalcommon shares from us at thepublic offering price, less the underwriting discounts and commissions payable by us. This option is exercisable, inwhole or in part, for a period of 30days following the date of this prospectus supplement. If the underwriters exercisethe option in full, the total underwriting discounts and commissions payable by us will be approximately $, andthe total proceeds to us, before expenses, will be approximately $. Delivery of the common shares and the pre-funded warrants is expected to be made on or about October, 2025. JefferiesThe information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities andExchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and they are not soliciting anoffer to buy these securities in any jurisdiction where the offer or sale is not permitted. Evercore ISI Prospectus Supplement dated October, 2025 TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-6RISK FACTORSS-8SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-11USE OF PROCEEDSS-14DIVIDEND POLICYS-15DILUTIONS-16DESCRIPTION OF THE SECURITIES WE ARE OFFERINGS-18CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONSS-21CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONSS-23UNDERWRITINGS-31LEGAL MATTERSS-38EXPERTSS-38WHERE YOU CAN FIND MORE INFORMATIONS-38INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-39ENFORCEABILITY OF CIVIL LIABILITIESS-40ProspectusABOUT THIS PROSPECTUSiiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS1MARKET, INDUSTRY AND OTHER DATA3THE COMPANY4RISK FACTORS8USE OF PROCEEDS9SELLING SECURITYHOLDERS10PLAN OF DISTRIBUTION11GENERAL DESCRIPTION OF OUR SECURITIES14DESCRIPTION OF OUR COMMON SHARES15DESCRIPTION OF OUR WARRANTS16DESCRIPTION OF OUR DEBT SECURITIES18DESCRIPTION OF OUR UNITS23WHERE YOU CAN FIND MORE INFORMATION24INCORPORATION BY REFERENCE24LEGAL MATTERS24EXPERTS25 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a “shelf” registrationstatement on Form S-3 that went effective upon filing with the Securities and Exchange Commission (the“SEC”) on June28, 2024. Under this shelf registration process, we may sell any combination of thesecurities described in our base prospectus included in the shelf registration statement in one or moreofferings. This prospectus supplement relates to the offering of our common shares and pre-funded warrants.Before buying any of the common shares or pre-funded warrants that we are offering, we urge you tocarefully read this prospectus supplement, together with