Mind Medicine (MindMed) Inc美股招股说明书(2025-10-31版)

Mind Medicine (MindMed) Inc. We are offering 18,375,000 common shares, without par value, at a public offering price of $12.25 pershare. Our common shares are listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol“MNMD”. The last reported sale price of our common shares on Nasdaq on October 29, 2025 was $12.91per share. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning onpageS-8of this prospectus supplement, page8of the accompanying prospectus and undersimilar headings in the documents incorporated by reference into this prospectus supplementand the accompanying prospectus. We are an “emerging growth company” under applicable Securities and Exchange Commission rulesand are subject to reduced public company reporting requirements. See “Prospectus Supplement Summary— Implications of Being an Emerging Growth Company.” Neither the Securities and Exchange Commission nor any state or other securities commission hasapproved or disapproved of these securities or determined if this prospectus supplement or the accompanyingprospectus is truthful or complete. Any representation to the contrary is a criminal offense. (1)We have agreed to reimburse the underwriters for certain expenses. See “Underwriting” beginning onpageS-27of this prospectus supplement for additional information regarding underwritercompensation. We have granted the underwriters an option to purchase up to an additional 2,756,250 common sharesfrom us at the public offering price, less the underwriting discounts and commissions payable by us. Thisoption is exercisable, in whole or in part, for a period of 30days following the date of this prospectussupplement. If the underwriters exercise the option in full, the total underwriting discounts and commissionspayable by us will be approximately $15,531,469, and the total proceeds to us, before expenses, will beapproximately $243,326,344. Delivery of the common shares is expected to be made on or about October 31, 2025. Jefferies Evercore ISI LifeSci Capital Oppenheimer & Co. Prospectus Supplement dated October29, 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-19CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONSS-21UNDERWRITINGS-27LEGAL MATTERSS-34EXPERTSS-34WHERE YOU CAN FIND MORE INFORMATIONS-34INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-35ENFORCEABILITY OF CIVIL LIABILITIESS-36ProspectusABOUT 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. Before buying any of thecommon shares that we are offering, we urge you to carefully read this prospectus supplement, together withthe accompanying prospectus and the information incorporated by reference as described under the headings“Where You Can Find More Information” and “Incorporation of Certain Information by Reference” in thisprospectus supplement. These documents contain important information that you should consider whenmaking your investment decision. This prospectus supplement describes the terms of this offering of common shares and also adds to, andupdates, information contained in the documents incorporated by reference into this prospectus supplement.To the extent there is a conflict between the information contained in this prospectus supplement, on the onehand, and the information contained in any document incorporated by reference into this prospectussupplement that was filed with the SEC before the date of this prospectus supplement, on the other hand,you should rely on the information in this prospectus supplement. If any statement in one of thesedocuments is inconsistent with a statement in another document having a later date (for example, adocument incorporated by reference into this prospectus supplement) the statement in the document havingthe later date modifies or supersedes the earl