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MindBio Therapeutics Corp. Management Reports 2025
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Management Reports
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Mindbio Therapeutics Corp
Management's Discussion and Analysis
For the Six months ended December 31, 2024
OVERVIEW
The following Management's Discussion and Analysis ("MD&A") provides additional analysis of the operations, financial position and financial performance of MindBio Therapeutics Corp. (The Group) for the six months ended December 31, 2024.
This MD&A is the responsibility of the management. The Board of Directors carries out its responsibility for the review of this disclosure principally through its audit committee which is comprised of a majority of independent directors. The audit committee reviews and, prior to its publication and pursuant to the authority delegated to it by the Board of Directors, approves this disclosure.
FORWARD-LOOKING STATEMENTS
Matters may be included in this MD&A that constitute "forward-looking" information within the meaning of Canadian securities law. Such forward-looking statements may be identified by words such as "plans", "proposes", "estimates", "intends", "expects", "believes", "may" or words of a similar nature. There can be no assurance that such statements will prove to be accurate. Actual results and future events could differ materially from such statements. Factors that could cause actual results to differ materially include among others, regulatory risks, risk inherent in foreign operations, commodity prices and competition. Most of these factors are outside the control of the Company. All subsequent forward-looking statements attributable to the Company or its agents are expressly qualified in their entirety by these cautionary comments. Except as otherwise required by applicable securities statutes or regulation, the Company expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise.
STRUCTURE AND HOLDINGS
Mindbio Therapeutics Corp (MindBio Corp) an entity which was incorporated on 21 January 2021, designed to be a 100% solely owned subsidiary of Blackhawk Growth Corporation (Blackhawk) with the sole purpose of fulfilling a spin-out transaction of the below entities from its parent and ultimate controlling party. The spin out transaction occurred on May 5, 2023 and the entity is now listed on the Canadian Securities exchange.
Mindbio Therapeutics Pty Ltd, (MindBio) which was incorporated on May 12, 2021 under the Australian Corporations Act 2001. MindBio is a clinical stage drug development company that is pioneering legal psychedelic micro dosing research and is advancing emerging therapies to treat a range of debilitating health conditions such as depression, anxiety, chronic pain, cognitive impairment and PTSD;
Digital Mind Technologies Pty Ltd (DMT), which was incorporated on September 13, 2021 under the Australian Corporations Act 2001. DMT is a digital technology and research business with a core focus on establishing and executing research protocols through formal clinical trials that are facilitated via digital therapeutic platforms. The aim of the business is to create evidence based medical interventions for various medical conditions using digital technologies; and
Mindbio Therapeutics NZ Limited (Mind NZ), which was incorporated as a wholly owned subsidiary of Mind Aust on November 23, 2021 under the New Zealand Corporations Act. Mind NZ is a research and technology business that focuses on the establishment and execution of research protocols through clinical trials. The core of the research is based on the investigation of psychedelic substances as a potential treatment regimen for the management of a broad range of mental health conditions. The business is also focused on developing technologies that will assist with the administration of psychedelic substances as part of an established treatment regimen.
On 17th May 2021, MindBio Therapeutics Pty Ltd signed a binding term sheet with the University of Auckland in New Zealand (the University) which provided a global first right and option to commercialize the intellectual property that arises from microdosing clinical trials using medicinal psychedelics at the University. Discussions and negotiations with the University of Auckland started in September 2020 and when final terms of the agreement were agreed by both parties, the management of MindBio Therapeutics incorporated the company and then finalized and signed the binding term sheet.
Mindbio Therapeutics Corp Management's Discussion and Analysis For the six months ended 31 December 2024 and 2023
MindBio Therapeutics Pty Ltd raised AUD$1.3M from Australian accredited investors to fund working capital. The private placement closed on 30 July 2021.
On 28 August 2021, MindBio Therapeutics Pty Ltd was acquired by Canadian Securities Exchange listed Blackhawk Growth Corp (CSE:BLR), ("BLR"). BLR completed a share swap with MindBio in a 100% script for script transaction where all of the shareholders in MindBio became shareholders in BLR, leaving BLR as the 100% shareholder in MindBio. Subsequently, Mind Bio was acquired by MindBio Therapeutics Corp in a script for script transaction.
On June 10, 2022, Mindbio Therapeutics Corporation (MindBio Corp) completed a private placement issuing 6,332,189 shares and raising $253,288. These funds remained in trust at the reporting date, pending a successful listing.
On 23 November 2021 MindBio Therapeutics NZ Limited was incorporated as a subsidiary of MindBio Therapeutics Pty Ltd. On 21 December 2021, MindBio Therapeutics NZ Limited signed a Funding and Commercialization Agreement with the University, immediately exercised its right and first option to commercialize all of the intellectual property that arises from the psychedelic microdosing clinical trials.
The listing of the group was achieved on May 5, 2023, through the spinout of MindBio Corp from Blackhawk. Prior to the spinout transaction, Mind Inc purchased DMT from Blackhawk through the issue of 7,888,044 shares to Blackhawk shareholders.
Part of the spin out agreement was that existing Blackhawk shareholders were to receive 1 MindBio Corp share on listing. To achieve this, MindBio Corp needed to split their shares on issue to bring the number of shares on issue up to a level to achieve this. In order not to dilute non-Blackhawk shareholders, as a result of the Blackhawk share split, there was a parity split done to placement shareholders. This resulted in 48,268,779 shares being issued to Blackhawk holders, 22,095,180 shares issued in MindBio Corp. and 33,799,810 shares issued to placement holders. The result was that Mind Inc has 133,047,305 shares on issue on listing.
Mindbio Therapeutics Corp
Management's Discussion and Analysis
For the six months ended 31 December 2024 and 2023
RESULTS OF OPERATIONS
For the six months ended December 31, 2023
For the six months year ended December 31, 2024, the Company had a net Loss and comprehensive loss of $425,159, compared with no revenue and a net Loss and comprehensive loss of $227,892 for the six months ended December 31, 2023.
Consulting, Advisory and Accounting expenses for the six months year ended December 31, 2024 were $86,656 (31 December 2023 $122,967).
Finance charge for the six months year ended December 31, 2024 were $233,767 (31 December 2023 $122,967).
Marketing expense for six months year ended December 31, 2024 were $10,178 (31 December 2023 $35,118).
Legal expenses for the six months year ended December 31, 2024 were $25,394 (31 December 2023 $65,480).
Other operating expenses for the six months year ended December 31, 2024 were $65,633 (31 December 2023 $53,539).
The investor relation expense for the six months ended December 31, 2024 was $2,808 (31 December 2023 $9,244).
As a result of the foregoing, the Company recorded a net loss and comprehensive loss of $425,159 ($0.003) per share) for the six months year ended December 31 2024 compared with a net loss of $227,892 ($0.001) per share) for the six months year ended December 31, 2023.
For the three months ended December 31, 2024
For the three months ended December 31, 2024, the Company had a net Loss and comprehensive loss of $379,336, compared with no revenue and a net Loss and comprehensive loss of $40,119 for the three months ended December 31, 2023.
Consulting, Advisory and Accounting expenses for the three months ended December 31, 2024 were $55,897 (December 31 2023 $99,176).
Finance charge for the three months ended December 31, 2024 were $163,861 (December 31,2023 $79,262).
Marketing expense for the three months ended December 31, 2024 were $6,212 (December 31 2023 $16,729).
Legal expenses for the three months ended December 31, 2024 were $16,698 (December 31 2023 $2,523).
Other operating expenses for the three months ended December 31, 2024 were $39,119 (December 31 2023 $5,185).
As a result of the foregoing, the Company recorded a net loss and comprehensive loss of $379,336 ($0.003) per share) for the three months ended December 31, 2024 compared with a net loss of $40,118 ($0.00) per share) for the three months ended December 31, 2023.
Mindbio Therapeutics Corp
Management's Discussion and Analysis
For the six months ended 31 December 2024 and 2023
| Qtr 31-Dec-24 | Qtr 30-Sep-24 | Qtr 30-Jun-24 | Qtr 31-Mar-24 | Qtr 31-Dec-23 | Qtr 30-Sep-23 | Qtr 30-Jun-23 | |
|---|---|---|---|---|---|---|---|
| Other Income | 0 | 0 | 0 | 433,348 | 197,424 | 0 | 136,176 |
| Net Income (loss) | (379,336) | (45,823) | (322,678) | 65,704 | (40,119) | (187,773) | (3,400,283) |
| Basic and diluted earnings from continued operations (loss) per share | (0.00) | (0.00) | (0.00) | 0.00 | (0.000) | (0.001) | (0.025) |
| Shares on issue | 142,957,211 | 135,047,305 | 135,047,305 | 133,047,305 | 133,047,305 | 133,047,305 | 133,407,316 |
| Weighted shares on issue | 135,166,269 | 134,185,398 | 133,681,289 | 124,373,312 | 100,194,065 | 73,974,380 | 47,513,681 |
| (0.003) | (0.000) | (0.002) | 0.001 | (0.000) | (0.003) | (0.072) | |
| Current Assets | 31-Dec-24 | 30-Sep-24 | 30-Jun-24 | 31-Mar-24 | 31/12/2023 | 30-Sep-23 | 30-Jun-23 |
| Cash and Cash Equivalents | 75,135 | 50,330 | 138,703 | 245,310 | 101,863 | 232,971 | 319,175 |
| Goods and services tax credits | 67,913 | 58,087 | 55,469 | 51,913 | 31,829 | 27,936 | 54,030 |
| Receivables | |||||||
| SAFE Investment | 0 | 0 | 0 | 14,890 | 14,890 | 14,890 | 14,890 |
| Prepaid interest | |||||||
| Monies held in trust | 284,832 | ||||||
| Total Current assets | 143,048 | 108,417 | 194,172 | 312,113 | 148,582 | 275,797 | 672,927 |
| Current Liabilities | |||||||
| Trade and other payables | 744,689 | 676,215 | 607,660 | 520,558 | 500,528 | 513,814 | 654,496 |
| Loan | 5,047,260 | 4,911,808 | 5,020,834 | 1,075,684 | 1,057,621 | 2,149,344 | 2,155,661 |
| Government grant liability | 0 | 115,649 | 115,649 | ||||
| Total current Liabilities | 5,791,949 | 5,588,023 | 5,628,494 | 1,596,242 | 1,558,149 | 2,778,807 | 2,925,806 |
| Non Current Liabilities | |||||||
| Trade and other payables | 310,476 | 310,476 | 310,476 | 350,000 | 350,000 | 350,000 | 350,000 |
| Investor Loans | 3,994,202 | 3,945,892 | 2,816,813 | 2,816,813 | |||
| Total non current liabilities | 310,476 | 310,476 | 310,476 | 4,344,202 | 4,295,892 | 3,166,813 | 3,166,813 |
| Total liabilities | 6,102,425 | 5,898,499 | 5,938,970 | 5,940,444 | 5,854,041 | 5,945,620 | 6,092,619 |
| Net Liabilities | (5,959,377) | (5,790,082) | (5,744,798) | (5,628,331) | (5,705,459) | (5,669,823) | (5,419,692) |
Mindbio Therapeutics Corp
Management's Discussion and Analysis
For the six months ended 31 December 2024 and 2023
Equity
| Issued capital | 5,704,366 | 5,484,526 | 5,484,526 | 5,372,815 | 5,372,815 | 5,372,815 | 5,372,815 |
|---|---|---|---|---|---|---|---|
| Accumulated other comprehensive income | 100,427 | 105,950 | 105,950 | 179,658 | 179,658 | 175,174 | 175,174 |
| Option reserve | 1,398,199 | 1,398,199 | 1,398,199 | 1,398,199 | 1,398,199 | 1,398,199 | 1,398,199 |
| Warrants | 75,845 | 75,845 | 75,845 | 75,845 | 75,845 | 75,845 | 75,845 |
| Non controlling interest | (57,257) | (52,981) | (53,520) | (50,934) | (62,358) | (62,358) | (62,046) |
| Accumulated losses | (13,180,957) | (12,801,621) | (12,755,798) | (12,603,914) | (12,669,618) | (12,629,498) | (12,379,679) |
| Total | (5,959,377) | (5,790,082) | (5,744,798) | (5,628,331) | (5,705,459) | (5,669,823) | (5,419,692) |
FINANCING ACTIVITIES
The following table summarizes the issuances of the Group’s common shares as at 31 December 2024:
| Date | Share capital | |||
|---|---|---|---|---|
| Shares (1) | Cents (1) | $ | ||
| Balance as at 30 June 2023 | 133,047,305 | 5,372,815 | ||
| Conversion by Riverfort of CAD100,000 debt to equity | 11/04/2024 | 2,000,000 | CAD 0.05 | 111,711 |
| Balance as at 30 June 2024 | 135,047,305 | 5,484,526 | ||
| Conversion by Riverfort of CAD50,000 debt to equity | 9/12/2024 | 1,000,000 | CAD 0.05 | 54,813 |
| Placement of ordinary shares | 9/12/2024 | 6,909,906 | AUD 2.4 | 165,027 |
| Balance as at 31 December 2024 | 142,957,211 | 5,704,366 |
Options on Issue
| Options outstanding | Number of options | Exercise price | Expiry date |
|---|---|---|---|
| Granted on 1 May 2023 | 26,593,250 | $0.10 CAD | 1 May 2026 |
As of 31 December, 2024, there were a total of 26,593,250 options exercisable. The weighted average remaining life for the options is 1.33 years. The weighted average exercise price of the options is $0.10 CAD.
Warrants issued
| Options outstanding | Number of warrants | Exercise price | Expiry date |
|---|---|---|---|
| Granted 5 May, 2023 | 17,398,422 | $0.05 CAD | 5 May, 2025 |
| Total | 17,398,422 |
As at 31 December 2024, there were a total of 17,398,422 warrants on a post share split basis outstanding with a weight average remaining life of 0.34 years and an exercise price of $0.05 CAD.
Mindbio Therapeutics Corp Management's Discussion and Analysis For the six months ended 31 December 2024 and 2023
LIQUIDITY, FINANCIAL POSITION AND CAPITAL RESOURCES
Cash and cash equivalents, was $75,135 as of December 31, 2024, a reduction of $63,568 from June 30, 2024.
There was outflow of cash from operations of $220,595 for the six months ended December 31, 2024..
Short term assets, accounts receivable and equity assets were $143,048 as at 31 December 2024. Current liabilities were $5,791,949 as at 31 December, 2024.
ANALYSIS OF FINANCIAL CONDITION AND FINANCIAL PERFORMANCE
The financial performance of the group in the quarter reflected the preparation of the group for the listing on the CSX. At this stage, there is no revenue streams in place.
DIRECTORS AND OFFICERS COMPENSATION
The director and officer compensation for the period is summarised in the following table:
RELATED PARTY TRANSACTIONS
REMUNERATION OF KEY PERSONNEL
Key management personnel are those individuals having authority and responsibility for planning, directing and controlling the activities of the Company including the Company's Board of Directors. The Company considers key management to be the members of the Board of Directors and the Chief Executive Officer.
The transactions with the related parties of the financial year are summarized as follows:
| Related Party | Consulting $ | Director fee $ | Total $ |
|---|---|---|---|
| Accelerative Investments | 40,000 | - | 40,000 |
| Zena Burgess | - | - | - |
| Gavin Upiter | - | - | - |
| John Dinan | 10,000 | - | 10,000 |
| Total | 50,000 | - | 50,000 |
Justin Hanka (CEO) owns Accelerative Investments Pty Ltd
John Dinan (CFO) part owns Square Financial Pty Ltd
SUBSEQUENT EVENTS
There are no subsequent events to report
MATERIAL ACCOUNTING POLICIES
The Company's financial statements for the financial year ended June 30, 2024, were prepared using accounting policies consistent with IFRS. A summary of material accounting policies under IFRS is presented in Note 3 of the consolidated financial statements of the Company for the financial year ended June 30, 2024.
Mindbio Therapeutics Corp
Management's Discussion and Analysis
For the six months ended 31 December 2024 and 2023
RISK FACTORS AND RISK MANAGEMENT
MindBio shareholders and potential investors in MindBio should carefully consider the following risk factors and all the other information contained in this MD&A when evaluating MindBio and its common shares.
An investment in the Company's shares involves a number of risks, many of which are beyond its control. The risks and uncertainties set out below are all of the known risks, which are deemed to be material to the Company's business or the results of its operations. When reviewing forward-looking statements and other information contained in this prospectus, investors and others should carefully consider these factors, as well as other uncertainties, potential events and industry-specific factors that may adversely affect the Company's future results. If any of these risks should actually occur, the Company's business, financial condition, results of operations, cash flows and prospects could be harmed. Such risks and uncertainties are not the only ones the Company faces. Additional risks and uncertainties of which the Company is currently unaware or that are deemed immaterial may also adversely affect the Company's business, financial condition, results of operations, cash flows and prospects.
Liquidity and Negative Cash Flows
The Company's cash on hand, cash equivalents as December 31 2024 was $75,135. This amount should be adequate to continue to fund the Company's operations for the foreseeable future. If the Company had to raise capital to fund its operations or to make further investments in its businesses, it would have to sell assets or raise funds through the sale of additional equity or a combination of those two things. There may not be a ready market for the sale of its assets, and it may not be possible to issue additional shares or other securities, or the issue of additional shares or other securities if it were to be possible may result in significant dilution to the interests of existing shareholders.
The Company's principal asset is its investment in the ownership of Digital Mind Technologies Pty Ltd (DMT) and Mindbio Therapeutics NZ Limited (Mind NZ). These Companies are at an early stage of development and will likely require additional funding to continue operations or to develop their business plans until they become self-funding. The Companies may experience negative cash flow from operating activities. If that is the case, MindBio would have to fund its operations with its cash on hand, cash equivalents or other sources.
Limited Diversification of Investments
Due to the small size of the Company and the fact that it has only a limited number of investments, the Company is subject to a greater risk of a downturn in one or more of its investments. A concentration of the Company's invested funds in a limited number of companies –in particular in the psychedelic micro-dosing research - means that in the event that any such business or industry or investment is unsuccessful or experiences a downturn, this will likely have a material adverse effect on the Company's business, results from operations, and financial condition. It also means that the Company is more exposed to business cycles than it would be if it owned a larger number of investments, which were diversified over various industries with differing business cycles in different geographic areas.
Industry Risks
The industry is at its early stages and psychedelic medicines are not yet proven to the appropriate standard for safety and efficacy in medical treatment of patients to be broadly marketed as medicines around the world.
Competition
There are a growing number of competitors entering the market many with financial resources far greater than the Company which may make it difficult for the Company to compete effectively in the market against these competitors.
Mindbio Therapeutics Corp
Management's Discussion and Analysis
For the six months ended 31 December 2024 and 2023
Currency Fluctuations
The Company is exposed to fluctuations in the value of the currencies of Australia, New Zealand, Canada and the United States.
The Company does not use currency derivatives to hedge against adverse currency fluctuations.
Legal Claims and Other Contingencies
The Company and its investee companies may become parties to law suits, claims and litigation arising in the ordinary course of business. Such lawsuits could result in significant costs and the outcome of such law suits could have a material negative impact on the Company's financial position, operating results, or the Company's ability to continue to carry on its business activities.
INTERNAL CONTROLS
Disclosure controls and procedures
Management of the Company is responsible for establishing and maintaining disclosure controls and procedures for the Company as defined under National Instrument 52-109 issued by the Canadian Securities Administrators. The Company as a venture issuer is not required to certify the design and evaluation of the issuer's disclosure controls and procedures.
Internal controls over financial reporting
Management of the Company is responsible for designing internal controls over financial reporting for the Company as defined under National Instrument 52-109 issued by the Canadian Securities Administrators. The Company as a venture issuer is not required to certify the design and evaluation of the issuer's disclosure controls and procedures.
International Financial Reporting Standards
The Company's combined consolidated financial statements for the fiscal years ended 30 June 2024, and 30 June 2023, and the comparative information presented in such combined consolidated financial statements have been prepared in accordance with IFRS applicable to the presentation of combined consolidated financial statements.
Strategy and future direction
The ultimate objective of the Company is to create novel and effective treatments and interventions for patients suffering from mental health conditions.
The Company continues dosing in two Phase 2b clinical trials using MB22001 its proprietary form of LSD for Microdosing at home.
- The Company had previously completed a Phase 1 randomized controlled trial testing MB22001 in 80 healthy participants and the Company has reported positive top line data from these trials including statistically significant improvements in mood and sleep.
- The Company has completed a Phase 2a clinical trial microdosing with MB22001 in 20 patients with Major Depressive Disorder. This was an open label trial to assess adherence, tolerability to medication and protocol effectiveness. The Company reported positive top line data from these trials including a sustained antidepressant response and 72% reduction in depressive symptoms sustained 6-months post treatment.
Mindbio Therapeutics Corp
Management's Discussion and Analysis
For the six months ended 31 December 2024 and 2023
- Phase 2b randomized controlled trial testing MB22001 in 40 patients with advanced stage cancer and experiencing existential distress, anxiety and depression continues dosing and is now more than half-way completed.
- Phase 2b randomized controlled trial testing MB22001 in 90 patients diagnosed with Major Depressive Disorder continues dosing and is now more than half-way completed.
OUTSTANDING SHARE DATA
The Company has authorized an unlimited number of common shares and an unlimited number of preferences shares issuable in series. MindBio Therapeutics Corporation Limited has issued the following shares:
- Issue of foundation shares of 9,900,000 (28 January 2021);
- Issue of 12,195,180 shares to acquire Mind Bio for $1,632,250 (28 August, 2021);
- Issue of 6,332,189 shares in a placement to raise $253,288 (10 June, 2022);
- Issue of 3,135,509 bonus shares in relation to a loan agreement for $308,478 (20 December, 2022);
- Issue of 4,861,735 shares in relation to a placement raising $493,974 (20 December 2022);
- Issue of 6,666,058 shares in relation to a placement raising $609,328 (5 May, 2023);
- Issue 7,888,044 shares to acquire DMT from Blackhawk Growth Corporation, valued at $743,207 May, 2023);
- Issued 82,068,590 shares in relation to a share split (5 May, 2023).
- Issued 2,000,000 shares to Riverfort in relation to the conversion of CAD 100,000 debt on April 11, 2024
- Issued 6,909,906 shares in a private placement in December 2024.
- Issued 1,000,000 shares to Riverfort in relation to the conversion of CAD 50,000 debt in December 2024.
As of the date of this MD&A there were 142,957,211 outstanding common shares.
OTHER INFORMATION
Additional information related to the Company may be found on SEDAR at www.sedar.com.
Justin Hanka