UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 29, 2025

MIND MEDICINE (MINDMED) INC.

(Exact Name of Registrant as Specified in its Charter)

British Columbia	001-40360	98-1582438
British Columbia, Canada	001-40360	98-1582438
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One World Trade Center Suite 8500 New York, New York		10007
One World Trade Center, Suite 8500 New York, New York		10007
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 220-6633

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares		MNMD		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 21.0201 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

On October 29, 2025, Mind Medicine (MindMed), Inc. (the “Company”) ~~filed~~entered ainto ~~prospectus~~an ~~supplement~~underwriting agreement (the “~~Prospectus~~Underwriting ~~Supplement~~Agreement”) with Jefferies LLC, Leerink Partners LLC and Evercore Group L.L.C., as ~~discussed~~representatives ~~elsewhere~~of ~~in this~~the ~~Current~~several ~~Report~~underwriters onnamed ~~Form~~therein ~~8-K~~(the “Underwriters”), in ~~posted~~connection with an ~~updated~~underwritten ~~corporate~~public ~~presentation~~offering on(the ~~its~~“Offering”) ~~website~~of 18,375,000 common shares (the “~~Presentation~~Shares”) of the Company, without par value (“Common Shares”). The ~~Prospectus~~offering price for the Shares is $12.25 per share, less underwriting ~~Supplement~~discounts and ~~Presentation~~commissions. ~~disclose~~In addition, under the terms of the Underwriting Agreement, the Company’s ~~estimated~~granted ~~preliminary~~the ~~financial~~Underwriters ~~information~~an ofoption, exercisable ~~cash~~for 30 days, ~~cash~~to ~~equivalents~~purchase ~~and~~up ~~investments of~~to ~~approximately~~an ~~$209.1~~additional ~~million~~2,756,250 asCommon ofShares ~~September~~at the same price, which was exercised by the Underwriters in full on October 30, 2025.

~~This~~The ~~estimate~~gross ofproceeds ~~cash, cash equivalents and investments is preliminary and subject~~ to ~~completion.~~the AsCompany afrom ~~result~~the Offering, including ~~this~~the ~~unaudited~~full ~~preliminary~~exercise ~~financial~~by ~~information reflects~~ the ~~Company’s~~Underwriters ~~preliminary estimate~~of ~~with~~their ~~respect~~option to ~~such~~purchase ~~information,~~additional ~~based~~Common onShares, ~~information~~are ~~currently~~expected ~~available~~ to ~~the~~be ~~Company’s management, and may vary from~~approximately ~~the~~$258.9 ~~Company’s actual financial position as of September 30, 2025~~million. The ~~unaudited~~net ~~preliminary~~proceeds ~~cash,~~to ~~cash equivalents and investments included in~~ the ~~Prospectus~~Company ~~Supplement,~~from the ~~Presentation~~Offering ~~and this Current Report on Form 8-K have been prepared by, and~~ are ~~the~~expected ~~responsibility of,~~to ~~the~~be ~~Company’s management~~$242.8 ~~The Company’s independent registered public accounting firm~~million, ~~KPMG~~after ~~LLP,~~deducting ~~has~~underwriting ~~not audited, reviewed,~~discounts ~~compiled~~and orcommissions ~~completed its procedures with respect to such unaudited financial information~~ and, ~~accordingly, KPMG LLP does not express an opinion or any~~ other ~~form~~estimated ofoffering ~~assurance~~expenses ~~with~~payable ~~respect~~by ~~thereto. It is possible that~~ the Company. orThe ~~its~~Offering ~~independent~~is ~~registered~~expected ~~public accounting firm may identify items that require the Company~~ to ~~make~~close ~~adjustments~~on toOctober ~~the~~31, ~~financial information set forth above~~2025.

~~Item~~The 8Company 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 purposes.01 ~~Other~~The ~~Events~~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 acquisitions.

OnThe ~~October~~Underwriting ~~29,~~Agreement ~~2025~~contains customary representations, warranties and agreements by the Company, ~~posted~~customary conditions to closing, indemnification obligations of the ~~Presentation~~Company onand ~~its~~the ~~website.~~Underwriters, Aincluding ~~copy~~for ofliabilities under the ~~Presentation~~Securities isAct ~~filed~~of ~~herewith~~1933, as ~~Exhibit~~amended, ~~99.1~~other obligations of the parties and istermination provisions. ~~incorporated~~The byrepresentations, ~~reference~~warranties and agreements contained in ~~this~~the ~~Item~~Underwriting 8Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.~~01.~~

~~Item~~The 9Offering was made pursuant to the Company’s shelf registration statement on Form S-3 (File No.01 ~~Financial~~333-280548) ~~Statements~~(the “Registration Statement”), which was filed with the Securities and ~~Exhibits~~Exchange Commission on June 28, 2024 and automatically became effective upon filing, and a related base prospectus, as supplemented by a prospectus supplement.

~~(d) Exhibits~~In connection with the Underwriting Agreement, the Company and the Company’s directors and executive officers also agreed not to sell or transfer any Common Shares without first obtaining the written consent of Jefferies LLC, Leerink Partners LLC and Evercore Group L.L.C., subject to certain exceptions, for 90 days after the date of the Underwriting Agreement.

Exhibit No.		Description
99.1		Corporate Presentation, posted October 29, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The foregoing summary of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is attached hereto as Exhibit 1.1, and which is incorporated herein by reference. Osler, Hoskin & Harcourt LLP, Canadian counsel to the Company, delivered an opinion as to the legality of the issuance and sale of Common Shares in the Offering, a copy of which is attached hereto as Exhibit 5.1 and is incorporated herein by reference.

~~SIGNATURES~~Item 8.01 Other Events.

~~Pursuant~~On toOctober 29, 2025, the ~~requirements~~Company issued press releases announcing the launch of the ~~Securities~~Offering ~~Exchange~~and ~~Act~~the pricing of ~~1934,~~ the ~~registrant~~Offering. ~~has~~Copies ~~duly~~of ~~caused~~these ~~this~~press ~~report~~releases toare beattached ~~signed~~hereto onas Exhibit ~~its~~99.1 ~~behalf~~and byExhibit ~~the~~99.2, ~~undersigned~~respectively, ~~hereunto~~and ~~duly~~are ~~authorized~~incorporated herein by reference.

			MIND MEDICINE (MINDMED) INC.
Date:	October 29, 2025	By:	/s/ Robert Barrow
			Name:	Robert Barrow
			Title:	Chief Executive Officer

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

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