Prior to March 14, 2025, the Company was authorized to issue such number of equity awards equal to 15% of the Company’s issued and outstanding Common Shares under the terms of the MindMed Stock Option Plan (the “Stock Option Plan”), together with Common Shares that were 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 MindMed Performance and Restricted Share Unit Plan (the “PRSU Plan”) and ESPP. The Stock Option Plan and the PRSU Plan were retired effective March 14, 2025, and no further grants will be made under the Stock Option Plan or the PRSU Plan. With the retirement of the Stock Option Plan and the PRSU Plan, the ESPP and any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares (including inducement grants made outside a plan) are no longer subject to the 15% cap from the Stock Option Plan and PRSU Plan.

In June 2025, the Company adopted the 2025 Equity Incentive Plan (the “2025 Plan”), consisting of (a) 4,500,000 Common Shares reserved for issuance under the 2025 Plan, and (b) a maximum of 9,318,090 Common Shares (the “Outstanding Award Shares”) consisting of (i) an aggregate of 3,500,979 Common Shares that were subject to outstanding option awards under the Stock Option Plan and (ii) an aggregate of 5,817,111 Common Shares subject to outstanding restricted stock unit ("RSU") awards and performance share unit ("PSU") awards under the PRSU Plan. The Outstanding Award Shares will become available for issuance under the 2025 Plan if and as such awards under the Stock Option Plan and the PRSU are forfeited or otherwise terminated. As of June 30, 2025, 375,935 stock options and no RSUs have been granted under the 2025 Plan.

The Company also grants inducement equity awards consisting of stock options, RSUs or PSUs to newly hired employees as an inducement material to the employees entering into employment with the Company in accordance with NASDAQ Listing Rule 5635(c)(4). All such inducement grants are granted outside of the Company’s equity incentive plans and are approved by the Compensation Committee of the Company’s Board of Directors prior to issuance. During the six months ended June 30, 2025, the Company issued inducement grants consisting of 1,242,550 stock options and 250,000 PSUs. As of June 30, 2025, there were an aggregate of 2,142,900 inducement awards outstanding consisting of (i) 1,832,900 stock options, (ii) 60,000 RSUs and (iii) 250,000 PSUs.

The following table summarizes the Company’s stock option activity for the six months ended June 30, 2025:



	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (USD$)
Options outstanding at December 31, 2024		4,225,032		$	12.35		6.6	$	4,147,893
Granted		1,935,035			6.95
Exercised		(256,549	)		4.80
Forfeited		(497,570	)		6.80
Expired		(257,574	)		17.99
Options outstanding at June 30, 2025		5,148,374		$	10.95		7.7		2,527,876
Options vested and exercisable at June 30, 2025		1,649,250		$	19.42		4.3	$	1,042,567

The expense recognized related to options during the three months ended June 30, 2025 and 2024 was $1.6 million and $2.7 million, respectively, and $3.2 million and $4.3 million for the six months ended June 30, 2025 and 2024, respectively.

The following table summarizes the Company's RSU activity for the six months ended June 30, 2025:



	Number of RSUs			Weighted Average Grant Date Fair Value
Balance at December 31, 2024		1,371,266		$	6.35
Granted		5,274,500			6.38
Vested		(416,295	)		8.76
Cancelled		(269,049	)		5.64
Balance at June 30, 2025		5,960,422		$	6.24

During the six months ended June 30, 2025, RSUs granted include 1,973,000 PSUs that vest based on the achievement of certain clinical milestones and require service for 36 months after grant. As of June 30, 2025, the Company has determined that all of these milestones are probable of achievement, which means that the PSUs would vest at 200% or a total of 3,946,000, which is included in "Granted" in the table above. The Company will recognize the related compensation expense for awards that are probable of vesting over the 36 month requisite service period.

The expense recognized related to RSUs during the three months ended June 30, 2025 and 2024 was $3.6 million and $2.7 million, respectively, and $5.4 million and $4.8 million for the six months ended June 30, 2025 and 2024, respectively.

In August 2024, the Company commenced the first offering under the ESPP. Subsequent to this offering, new offerings under the ESPP will commence automatically every six months until the earlier of (i) termination or modification by the Compensation Committee of the Company’s Board of Directors and (ii) such time when all Common Shares reserved under the ESPP have been issued. During the six months ended June 30, 2025, the Company recognized $0.1 million of expense in relation to its ESPP and issued 34,017 Common Shares under the ESPP.

Stock-based compensation expense for all equity arrangements for the three and six months ended June 30, 2025 and 2024 was as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Research and development	$	2,301	$	2,182	$	4,354	$	3,637
General and administrative		2,952		3,248		4,325		5,482
Total	$	5,253	$	5,430	$	8,679	$	9,119

As of June 30, 2025, there was approximately $17.2 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 2.9 years. As of June 30, 2025, there was approximately $34.1 million of total unrecognized stock-based compensation expense, related to RSUs granted to employees under the PRSU Plan that is expected to be recognized over a weighted average period of 2.8 years.

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-employee directors DDSUs, which are cash settled awards. 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 both the three and six months ended June 30, 2025, $0.2 million of stock-based compensation expense was recognized relating to the revaluation of the vested DDSUs, and recorded in general and administrative expense in the accompanying condensed consolidated statements of operations and comprehensive loss. For the three months ended June 30, 2024, a decrease of $0.2 million in stock-based compensation expense was recognized relating to the revaluation of the vested DDSUs. For the six months ended June 30, 2024, $0.6 million of stock-based compensation expense was recognized relating to the revaluation of the vested DDSUs.

During the six months ended June 30, 2025, the Company did not issue any additional DDSUs. There were 190,917 DDSUs vested as of June 30, 2025. The liability associated with the outstanding vested DDSU’s was $1.3 million as of June 30, 2025, and was recorded to accrued expenses in the accompanying condensed consolidated balance sheets.

To conform with the current year presentation, certain prior year amounts related to DDSUs expense have been reclassified and separately presented from stock-based compensation on the statement of cash flows.