6-K
Definium Therapeutics, Inc. (DFTX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2021
Commission File Number: 001-40360
MIND MEDICINE (MINDMED) INC.
(Nameof registrant)
One World Trade Center
Suite 8500
New York, New York 10007
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| ¨ Form 20-F | x Form 40-F |
|---|
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
DOCUMENTS INCLUDED AS PART OF THIS FORM 6-K
See Exhibit Index hereto.
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. | |||
|---|---|---|---|
| (Registrant) | |||
| Date: December 7, 2021 | By: | /s/ Robert Barrow | |
| Name: | Robert Barrow | ||
| Title: | Chief Executive Officer |
Form 6-K Exhibit Index
| Exhibit Number | Document Description |
|---|---|
| 99.1 | Notice, dated December 6, 2021. |
| 99.2 | Letter from former auditor, dated December 6, 2021. |
| 99.3 | Letter from successor auditor, dated December 6, 2021 |
Exhibit 99.1
NOTICE OF CHANGE OF AUDITOR
PURSUANT TO NATIONALINSTRUMENT 51-102OF THE CANADIAN SECURITIES ADMINISTRATORS
| TO: | ONTARIO SECURITIES COMMISSION |
|---|---|
| **** | BRITISH COLUMBIA SECURITIES COMMISSION ALBERTA SECURITIES COMMISSION |
| **** | THE MANITOBA SECURITIES COMMISSION |
| **** | FINANCIAL AND CONSUMER SERVICES COMMISSION (NEW BRUNSWICK) NOVA SCOTIA SECURITIES COMMISSION |
| **** | OFFICE OF THE SUPERINTENDENT OF SECURITIES, SERVICE NEWFOUNDLAND & LABRADOR |
| **** | THE OFFICE OF THE SUPERINTENDENT SECURITIES (PRINCE EDWARD ISLAND) |
| **** | FINANCIAL AND CONSUMER AFFAIRS AUTHORITY OF SASKATCHEWAN AUTORITÉ DES MARCHÉS FINANCIERS |
| **** | REGISTRAR OF SECURITIES, GOVERNMENT OF YUKON TERRITORY SECURITIES REGISTRY, GOVERNMENT OF |
| **** | THE NORTHWEST TERRITORIES |
| **** | REGISTRAR OF SECURITIES, NUNAVUT |
| AND TO: | RSM CANADA LLP |
| AND TO: | ERNST & YOUNG LLP |
We hereby provide notice pursuant to Section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”) in respect of the resignation of RSM Canada LLP as the auditor of Mind Medicine (MindMed) Inc. (the “Company”) and the appointment of Ernst & Young LLP as auditor of the Company.
We confirm that:
| 1. | On December 1, 2021 (the “Effective Date”), RSM Canada LLP (the<br> “Former Auditor”) resigned as auditor of the Company at the request of the Company. |
|---|---|
| 2. | The Company’s audit committee and board of directors considered and approved<br>the resignation of the Former Auditor as auditor of the Company and the appointment of Ernst & Young LLP (the “SuccessorAuditor”) as successor auditor effective as of the Effective Date. |
| --- | --- |
| 3. | There were no reservations in the Former Auditor’s reports<br>on the Company’s annual consolidated financial statements for the period commencing at the beginning of the Company’s two<br>most recently completed financial years and ending on the Effective Date. |
| --- | --- |
| 4. | In the opinion of the Company, there have been no “reportable events”<br>(as such term is defined in NI 51-102) involving the Company and the Former Auditor. |
| --- | --- |
| DATED as of this 6th day of December, 2021. | |
| --- | |
| MIND MEDICINE (MINDMED) INC. | |
| /s/ David Guebert | |
| Name: David Guebert | |
| Title: Chief Financial Officer |
Exhibit99.2
RSM CanadaLLP
11 King St W
| Suite 700, Box 27 | |
|---|---|
| December 6, 2021 | Toronto, ON M5H 4C7 |
| Ontario Securities Commission | T +1416 480 0160 |
| British Columbia Securities Commission | F +1 416 480 2646 |
| Alberta Securities Commission | |
| The Manitoba Securities Commission | www.rsmcanada.com |
Financial and Consumer Services Commission (New Brunswick)
Nova Scotia Securities Commission
Office of the Superintendent of Securities, Service Newfoundland & Labrador
The Office of the Superintendent Securities (Prince Edward Island)
Financial and Consumer Affairs Authority of Saskatchewan
Autorite des marches financiers
Registrar of Securities, Government of Yukon Territory
Securities Registry, Government of the Northwest Territories
Registries of Securities, Nunavut
Dear Sirs/Mesdames:
| Re: | MindMedicine (MindMed) Inc. (the "Company")<br><br> Notice of Change of Auditor |
|---|
We acknowledge receipt of a Notice of Change of Auditor (the**"Notice")** dated December 6, 2021 delivered to us by the Company in respect of the change of auditor of the Company as it relates to RSM Canada LLP.
Pursuant to National Instrument 51-102 of the Canadian Securities Administrators, please accept this letter as confirmation that we have reviewed the Notice and, based on our knowledge as at the time of receipt of the Notice, we agree with each of the statements therein.
Yours truly,
RSM Canada LLP
/s/ RSM Canada LLP
Chartered Professional Accountants
Licensed Public Accountants
THE POWER OF BEING UNDERSTOOD
AUDIT I TAX I CONSULTING
Exhibit 99.3
| Ernst & Young LLP <br> Chartered Accountants<br> 100 Adelaide St W <br> M5H 1S3 | Tel: +1 416 864 1234<br> Fax: +1 416 864 1174<br> ey.com/ca |
|---|
December 6, 2021
Ontario Securities Commission
British Columbia Securities Commission
Alberta Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan
The Manitoba Securities Commission
New Brunswick Financial and Consumer Services Commission
Nova Scotia Securities Commission
Office of the Superintendent of Securities, Service Newfoundland & Labrador
Office of the Superintendent of Securities, Prince Edward Island
Autorité des marchés financiers
Registrar of Securities, Government of Yukon Territory
Securities Registry, Government of the Northwest Territories
Registries of Securities, Nunavut
Dear Sirs/Mesdames:
| Re: | Mind Medicine (MindMed) Inc. |
|---|---|
| Change of Auditor Notice dated December 6, 2021 |
Pursuant to National Instrument 51-102 (Part 4.11), we have read the above-noted Change of Auditor Notice and confirm our agreement with the information contained in the Notice pertaining to our firm.
Yours sincerely,
/s/ Ernst & Young LLP
Cc: The Board of Directors, Mind Medicine (MindMed) Inc.
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