Effective March 7, 2023, the Company amended the definitions of “Fair Market Value” and “Market Value” under the MindMed Stock Option Plan (the “Stock Option Plan”) and the Performance and Restricted Share Unit Plan (the “RSU Plan”), respectively, to be based upon the closing price of the Company's Common Shares as traded on the Nasdaq Stock Market on the last trading day on which Common Shares traded prior to the day on which an equity award is granted (the “Amendments”). This change is only applicable for equity compensation awards granted subsequent to the Amendments. Accordingly, stock options granted after

March 7, 2023 ("USD Options") are denominated in USD, and the grant date fair value of restricted share units granted after March 7, 2023 ("USD RSUs") is denominated in USD. The fair value of both USD Options and USD RSUs is based upon the closing price of the Company's Common Shares as traded on the Nasdaq Stock Market.

As of June 30, 2024, in conjunction with the voluntary Cboe Canada delisting on April 1, 2024, all of the Company's Common Shares are only traded on the Nasdaq Stock Market. All equity awards have their exercise prices denominated in USD based upon the USD value on the day on which the equity award was granted.

On February 27, 2020, the Company adopted the Stock Option Plan to advance the interests of the Company by providing employees, contractors and directors of the Company a performance incentive for continued and improved service with the Company. The Stock Option Plan sets out the framework for determining eligibility as well as the terms of any stock-based compensation granted. The Stock Option Plan was approved by the shareholders as part of the terms of an arrangement agreement (the “Arrangement”) entered into by the Company on October 15, 2019 in connection with the completion of its reverse acquisition, which completed on February 27, 2020. The Company is authorized to issue 15% of the Company’s outstanding Common Shares under the terms of the Stock Option Plan, together with Common Shares that are 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 RSU Plan.

The following table summarizes the Company’s stock option activity:


	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Options outstanding at December 31, 2023		2,161,734		$	18.67		—	$	—
Issued		1,788,780			5.08		—		—
Exercised		(147,895	)		4.39		—		—
Forfeited		(253,044	)		7.00		—		—
Expired		(17,401	)		14.55		—		—
Options outstanding at June 30, 2024		3,532,174		$	13.25		6.2	$	4,858,410
Options vested and exercisable at June 30, 2024		1,524,669		$	19.73		3.5	$	1,387,487

The expense recognized related to options was $2.7 million and $1.6 million for the three months ended June 30, 2024 and 2023, respectively, and $4.3 million and $3.3 million for the six months ended June 30, 2024 and 2023, respectively.

The Company adopted the RSU Plan to advance the interests of the Company by providing employees, contractors and directors of the Company a performance incentive for continued and improved service with the Company. The RSU Plan sets out the framework for determining eligibility as well as the terms of any stock-based compensation granted. The RSU Plan was approved by the shareholders as part of the Arrangement. The fair value has been estimated based on the closing price of the Common Shares on the day prior to the grant.


	Number of RSUs			Weighted Average Grant Date Fair Value
Balance at December 31, 2023		2,288,726		$	7.20
Granted		156,800			7.45
Vested and issued		(445,032	)		9.75
Cancelled		(259,685	)		5.36
Balance at June 30, 2024		1,740,809		$	6.84

The expense recognized related to RSUs was $2.7 million and $2.1 million for the three months ended June 30, 2024 and 2023, respectively, and $4.8 million and $4.1 million for the six months ended June 30, 2024 and 2023, respectively.

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-executive directors deferred share units (“DDSUs”) which are cash settled awards. Effective June 8, 2023, the Company amended the definition of “Fair Market Value” under the DDSU Plan to be based upon the volume weighted average trading price of the Company’s Common Shares as traded on the Nasdaq Stock Market for the five business days on which Common Shares are traded on Nasdaq immediately preceding the applicable date. This change is only applicable for DDSUs granted subsequent to June 8, 2023. Accordingly, DDSUs granted after June 8, 2023 are denominated in USD. The DDSU Plan states that the fair market value of one DDSU shall be equal to the volume weighted average trading price of a Common Share on the Nasdaq Stock Market for the five business days immediately preceding the valuation date. 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 the six months ended June 30, 2024, stock-based compensation expense of $0.6 million was recognized relating to the revaluation of the vested DDSUs, recorded in general and administrative expense in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. The Company recognized a decrease of stock-based compensation expense of $0.2 million relating to the revaluation of the vested DDSUs for the three months ended June 30, 2024. During the six months ended June 30, 2024, the Company did not issue any additional DDSUs. There were 133,745 DDSUs vested as of June 30, 2024. The liability associated with the outstanding vested DDSU’s was $1.0 million as of June 30, 2024, and was recorded to accrued expenses in the accompanying unaudited condensed consolidated balance sheets.

On April 16, 2024, the Company’s Board of Directors approved the Mind Medicine (MindMed) Inc. Employee Share Purchase Plan (the “ESPP”), subject to its approval by the Company’s shareholders. On June 10, 2024, the Company's shareholders approved the ESPP at the Company’s 2024 Annual General and Special Meeting of Shareholders. A total of 750,000 Common Shares were reserved for future issuance under the ESPP. As of June 30, 2024, no Common Shares had been issued pursuant to the ESPP.

Stock-based compensation expense for all equity arrangements for the three and six months ended June 30, 2024 and 2023 was as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Research and development	$	2,182	$	1,769	$	3,637	$	3,579
General and administrative		3,046		2,073		6,061		4,013
Total share-based compensation expense	$	5,228	$	3,842	$	9,698	$	7,592

As of June 30, 2024, there was approximately $12.1 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 2.4 years. As of June 30, 2024, there was approximately $11.1 million of total unrecognized stock-based compensation expense, related to RSUs granted to employees under the RSU Plan that is expected to be recognized over a weighted average period of 2.4 years.