Mentari Therapeutics to go public via InMed (NASDAQ: INM) merger
Rhea-AI Filing Summary
InMed Pharmaceuticals agreed to merge with privately held Mentari Therapeutics in an all‑stock transaction that will effectively hand control to Mentari and refocus the business on migraine prevention therapies. The deal uses a two‑step merger structure in which Mentari becomes a wholly owned subsidiary and InMed creates non‑voting convertible preferred shares to support the new ownership and governance framework.
Based on the exchange ratio, pre‑merger Mentari stockholders are expected to own about 98.49% of the combined company and pre‑merger InMed shareholders about 1.51%, with Mentari designating post‑closing directors and officers. Closing is conditioned on shareholder and regulatory approvals, Nasdaq listing clearance and a pre‑closing Mentari financing of at least $150 million. In parallel, an oversubscribed private placement of roughly $290 million is expected to fund operations through 2028, supporting Mentari’s MT‑001 and MT‑002 migraine pipelines. Pre‑merger InMed holders will receive contingent value rights tied to any future monetization of InMed’s legacy assets.
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Insights
InMed is effectively becoming Mentari, backed by a large migraine-focused financing.
The agreement turns InMed into a vehicle for Mentari Therapeutics, with Mentari’s shareholders holding about 98.49% of the combined company and InMed’s legacy holders about 1.51%. Governance follows that ownership, as Mentari will designate the post‑closing board and management team.
The transaction framework combines a reverse triangular merger, new non‑voting Convertible Preferred Shares and a required pre‑closing financing of at least $150,000,000. Separate materials describe an oversubscribed private placement of about $290,000,000, which is expected to fund operations into 2028 around migraine candidates MT‑001 and MT‑002.
For InMed investors, this is a fundamental strategy pivot from cannabinoid‑focused programs to a migraine biologics platform. Economic exposure shifts to a small equity slice in the new entity plus contingent value rights on any future monetization of InMed’s legacy assets, so the long‑term outcome will depend on Mentari’s clinical execution and any proceeds from those legacy programs.
8-K Event Classification
Key Figures
Key Terms
reverse triangular merger financial
Contingent Value Rights Agreement financial
beneficial ownership limitation financial
lock-up agreements financial
pre-funded warrants financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
On May 19, 2026, InMed Pharmaceuticals Inc., a company incorporated under the laws of the Province of British Columbia (the “Company”), Indigo Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of the Company (the “First Merger Sub”), Indigo Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (the “Second Merger Sub” and, together with First Merger Sub, the “Merger Subs”), and Mentari Therapeutics, Inc., a Delaware corporation (“Mentari”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), pursuant to which, among other matters and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, (i) the First Merger Sub will merge with and into Mentari, with Mentari surviving the merger as a wholly owned subsidiary of the Company (the “First Merger”), and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, Mentari will merge with and into the Second Merger Sub, with the Second Merger Sub surviving such merger (the “Second Merger” and, together with the First Merger, the “Merger”).
Subject to the terms and conditions of the Merger Agreement, at the effective time of the First Merger (the “First Effective Time”), each share of Mentari capital stock outstanding immediately prior to the First Effective Time (including shares issued in the pre-closing financing and excluding treasury shares and dissenting shares) will be converted into the right to receive a number of the Company’s common shares (the “Common Shares”) equal to the exchange ratio determined under the Merger Agreement (the “Exchange Ratio”); provided that, in the event the issuance of Common Shares to any holder would exceed such holder’s applicable beneficial ownership limitation, the Company may issue pre-funded warrants in lieu of Common Shares in excess of that limitation. In addition, each outstanding share of Mentari’s Series Seed Preferred Stock will be converted into the right to receive a number of the Company’s Non-Voting Convertible Preferred Shares (the “Convertible Preferred Shares”) equal to the Exchange Ratio divided by 1,000. Outstanding Mentari options, restricted stock units and warrants will be treated in accordance with the Merger Agreement.
The Exchange Ratio is derived from the valuation framework in the Merger Agreement, which contemplates an equity value of $125,000,000 or such higher value ascribed to Mentari in the pre-closing financing, together with net cash of the Company and the proceeds actually received in the pre-closing financing, as further described in the Merger Agreement. Pursuant to the Exchange Ratio formula in the Merger Agreement, upon the closing of the Merger (and prior to closing of the financing described below), on a pro forma basis and based upon the number of shares of InMed common stock expected to be issued in the Merger, pre-Merger Mentari stockholders will own approximately 98.49% of the combined company and pre-Merger InMed shareholders will own approximately 1.51% of the combined company.
In connection with the Merger, the Company will seek the approval of its shareholders for the matters required by the Merger Agreement, including, without limitation, approval of the issuance of Common Shares representing more than 20% of the Company’s outstanding Common Shares and the resulting change of control pursuant to Nasdaq rules, and approval of the continuation of the Company from the Province of British Columbia to Nevada. The Merger Agreement also contemplates that, if deemed necessary by the Company and Mentari, the Company may change its name, effect a reverse split and make such other changes to its organizational documents as are mutually agreeable to the Company and Mentari. The Company has agreed to, in cooperation with Mentari, prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Form S-4”), which will include a proxy statement and other relevant materials relating to a meeting of the Company’s shareholders to be held in connection with the proposed transactions.
Each of the Company and Mentari has made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants relating to the conduct of their respective businesses between signing and closing, non-solicitation of alternative acquisition proposals, efforts to obtain required regulatory approvals, the Company’s continued listing and listing approval for the Common Shares to be issued in the Merger, and the preparation and filing of the Form S-4.
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Consummation of the Merger is subject to customary closing conditions, including, among others, approval by the Company’s shareholders and approval by Mentari’s stockholders of the Merger Agreement and the transactions contemplated thereby, Nasdaq approval of the listing application to be submitted in connection with the Merger, the Form S-4 becoming effective in accordance with the Securities Act of 1933, as amended (the “Securities Act”), and not being subject to any stop order or proceeding seeking a stop order, the receipt of required regulatory approvals, the valid creation of the Company’s Convertible Preferred Shares, and the subscription agreement for Mentari’s pre-closing financing being in full force and effect with not less than $150,000,000 of proceeds received or to be received substantially concurrently with the closing of the Merger by Mentari.
Each party’s obligation to consummate the Merger is also subject to other specified customary conditions, including the accuracy of the other party’s representations and warranties, subject to the applicable materiality standard, and the performance in all material respects by the other party of its obligations under the Merger Agreement required to be performed on or prior to the date of the closing of the Merger.
The Merger Agreement contains certain termination rights for the Company and Mentari, including under certain circumstances rights to terminate if the closing has not occurred by the applicable end date, and provides for the payment of termination fees in specified circumstances.
In connection with the Merger, the Company will designate a series of preferred shares as the Convertible Preferred Shares (the “Convertible Preferred Shares”). The Convertible Preferred Shares will be non-voting, except for specified protective provisions, and will be entitled to dividends on an as-if-converted basis in the same form and manner as dividends paid on the Company’s Common Shares. So long as any Convertible Preferred Shares remain outstanding, the Company may not take certain actions adverse to the holders of Convertible Preferred Shares, including certain charter amendments, issuances of additional Convertible Preferred Shares and specified fundamental transactions and governance actions, without approval of holders of a majority of the then outstanding Convertible Preferred Shares.
For so long as at least 30% of the originally issued Convertible Preferred Shares remain outstanding, the holders of the Convertible Preferred Shares, voting as a separate class on an as-converted basis, will be entitled to elect two directors of the Company (the “Preferred Directors”), and each Preferred Director will be entitled to three votes on matters presented to the Company’s board of directors. The holders of Common Shares and any other class or series of voting shares, voting together as a single class on an as-converted basis, will be entitled to elect the balance of the directors.
Each Convertible Preferred Share will be convertible at the option of the holder into 1,000 Common Shares, subject to adjustment and a beneficial ownership limitation initially designated by the holder of up to 19.99%, as further described in the special rights or restrictions attached to the Convertible Preferred Shares.
The Merger Agreement has been approved by the boards of directors of the Company, Mentari and the Merger Subs.
The Merger Agreement provides that the directors and officers of combined company following the closing will be designated by Mentari in accordance with the terms of the Merger Agreement.
Financing Transaction
Concurrently with the execution and delivery of the Merger Agreement, certain investors executed a subscription agreement pursuant to which they agreed to purchase, immediately prior to the First Effective Time, shares of Mentari’s common stock and pre-funded warrants to purchase Mentari’s common stock in the pre-closing financing.
The pre-closing financing is a condition to closing and must provide for the receipt of not less than $150,000,000 by Mentari at or substantially concurrently with the closing of the Merger.
Shares of Mentari’s common stock and pre-funded warrants issued pursuant to this financing transaction will be converted into Common Shares of the Company and pre-funded warrants to acquire Common Shares of the Company, in accordance with the Exchange Ratio and the Merger Agreement.
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Contingent Value Rights Agreement
Prior to the First Effective Time, the Company will enter into a Contingent Value Rights Agreement (the “CVR Agreement”) with a rights agent (“Rights Agent”) pursuant to which the Company’s pre-Merger shareholders will receive one contingent value right (each, a “CVR”) for each outstanding Common Share of the Company. Each CVR will represent the contractual right to receive certain net proceeds, if any, derived from any consideration that is paid to the Company as a result of the disposition of the Company’s pre-Merger legacy assets.
The contingent payments under the CVR Agreement, if they become payable, will become payable to the Rights Agent for subsequent distribution to the holders of the CVRs. In the event that no such proceeds are received, holders of the CVRs will not receive any payment pursuant to the CVR Agreement. There can be no assurance that any holders of CVRs will receive any payments with respect thereto.
The right to the contingent payments contemplated by the CVR Agreement is a contractual right only and will not be transferable, except in the limited circumstances specified in the CVR Agreement. The CVRs will not be evidenced by a certificate or any other instrument and will not be registered with the SEC. The CVRs will not have any voting or dividend rights and will not represent any equity or ownership interest in the Company or any of its affiliates. No interest will accrue on any amounts payable in respect of the CVRs.
Support Agreements and Lock-Up Agreement
Concurrently with the execution of the Merger Agreement, certain officers and directors of the Company are executing shareholder support agreements in favor of the Mentari pursuant to which they have agreed to vote their Common Shares in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby and against any alternative acquisition proposals (the “InMed Shareholder Support Agreements”), and certain officers, directors and stockholders of Mentari are executing stockholder support agreements in favor of the Company pursuant to which they have agreed to vote their shares of Mentari’s capital stock in favor of the adoption of the Merger Agreement and the transactions contemplated thereby and against competing proposals (the “Mentari Stockholder Support Agreements” and, together with the InMed Shareholder Support Agreements, the “Support Agreements”).
Concurrently with the execution of the Merger Agreement, certain stockholders, officers and directors of Mentari are executing lock-up agreements (the “Lock-Up Agreements”) pursuant to which, subject to specified exceptions, they have agreed not to transfer their Common Shares of the Company for the 180-day period following the closing of the Merger, subject in certain circumstances to extension.
The foregoing summaries of the Merger Agreement, the Support Agreements, the CVR Agreement, the special rights or restrictions attached to the Convertible Preferred Shares and the Lock-Up Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the applicable agreements and instruments filed as exhibits to this Current Report on Form 8-K and incorporated herein by reference.
The Merger Agreement has been attached as an exhibit to this Current Report on Form 8-K to provide investors and securityholders with information regarding its terms. It is not intended to provide any other factual information about the Company or Mentari or to modify or supplement any factual disclosures about the Company in its public reports filed with the SEC. The Merger Agreement includes representations, warranties and covenants of the Company, Mentari and the Merger Subs made solely for the purpose of the Merger Agreement and solely for the benefit of the parties thereto in connection with the negotiated terms of the Merger Agreement. Investors should not rely on the representations, warranties and covenants in the Merger Agreement or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company, Mentari or any of their respective affiliates. Moreover, certain of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to SEC filings or may have been used for purposes of allocating risk among the parties to the Merger Agreement, rather than establishing matters of fact.
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Item 5.01 Changes in Control of Registrant.
To the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
To the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On May 19, 2026, the Company and Mentari issued a joint press release announcing the entry into the Merger Agreement. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference, except that the information contained on the websites referenced in the press release is not incorporated herein by reference.
Furnished as Exhibit 99.2 hereto and incorporated herein by reference is the investor presentation that will be used in connection with the Merger, including the conference call described below.
The Company hosted a conference call to discuss the Merger as well as Mentari’s platform and pipeline assets at 5:30 a.m. Pacific time on May 19, 2026. Furnished as Exhibit 99.3 hereto and incorporated herein by reference is the transcript that was used in connection with the merger agreement announcement conference call.
The information in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements
This Current Report on Form 8-K and the exhibits filed or furnished herewith contain forward-looking statements (including within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act) concerning the Company, Mentari, the proposed Merger and related matters. These forward-looking statements include express or implied statements relating to the structure, timing and completion of the proposed Merger; the combined company’s listing on Nasdaq after closing of the proposed Merger; expectations regarding the ownership structure of the combined company; expectations regarding the financing transaction and the closing thereof; the expected executive officers and directors of the combined company; the expected contribution and payment of dividends in connection with the Merger, including the timing thereof; the future operations of the combined company; the nature, strategy and focus of the combined company; the development and commercial potential and potential benefits of any product candidates of the combined company; anticipated preclinical and clinical drug development activities and related timelines, including the expected timing for data and other clinical results; and other statements that are not historical facts. The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
These forward-looking statements are based on current expectations and beliefs and are subject to risks and uncertainties, including risks related to the failure to obtain shareholder approval, the failure to complete the pre-closing financing, the failure to satisfy other closing conditions, delays in obtaining or adverse outcomes related to required regulatory approvals, the possibility that the Merger Agreement may be terminated in accordance with its terms, the Company’s ability to maintain listing on Nasdaq, unexpected costs, charges or expenses resulting from the proposed transaction, the effect of the announcement or pendency of the proposed transaction on existing and potential business relationships, operating results and business generally, and the other risks and uncertainties described in the Company’s filings with the SEC. Actual results may differ materially from those contemplated by these forward-looking statements, and neither the Company nor Mentari undertakes any obligation to update any forward-looking statement except as required by applicable law.
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No Offer or Solicitation
This Current Report on Form 8-K and the exhibits filed or furnished herewith are not intended to and do not constitute (i) a solicitation of a proxy, consent or approval with respect to any securities or in respect of the proposed transaction or (ii) an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS CURRENT REPORT ON FORM 8-K AND THE EXHIBITS FILED OR FURNISHED HEREWITH ARE TRUTHFUL OR COMPLETE.
Important Additional Information About the Proposed Transaction Will be Filed with the SEC
This Current Report on Form 8-K and the exhibits filed or furnished herewith are not substitutes for any other document that the Company may file with the SEC in connection with the proposed transaction, including the registration statement on Form S-4 (the “Form S-4”) that will contain a proxy statement and prospectus. In connection with the proposed transaction, the Company intends to file relevant materials with the SEC, including the Form S-4.
THE COMPANY URGES INVESTORS AND SHAREHOLDERS TO READ THE REGISTRATION STATEMENT, INCLUDING THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN, AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, MENTARI, THE PROPOSED TRANSACTION AND RELATED MATTERS.
Investors and shareholders will be able to obtain free copies of the Form S-4 and other documents filed by the Company with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov.
Participants in the Solicitation
The Company, Mentari and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed transaction. Information about the Company’s directors and executive officers, including a description of their interests in the Company is included in the Company most recent definitive proxy statement. Additional information regarding such persons and their interests in the proposed transaction will be included in the proxy statement/prospectus relating to the proposed transaction when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 2.1* | Agreement and Plan of Merger and Reorganization, dated as of May 19, 2026, by and among InMed Pharmaceuticals Inc., Indigo Merger Sub Corp., Indigo Merger Sub II, LLC and Mentari Therapeutics, Inc. | |
| 10.1 | Form of Shareholder Support Agreement | |
| 10.2 | Form of Stockholder Support Agreement | |
| 10.3 | Form of Lock-Up Agreement | |
| 10.4 | Form of CVR Agreement | |
| 10.5 | Form of Mentari Securities Purchase Agreement | |
| 99.1 | Press Release, issued on May 19, 2026 | |
| 99.2 | Investor Presentation, dated May 2026 | |
| 99.3 | Conference Call Transcript dated May 19, 2026 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |
| * | Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished. |
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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 hereunto duly authorized.
| INMED PHARMACEUTICALS INC. | ||
| (Registrant) | ||
| By: | /s/ Eric A. Adams | |
| Date: May 19, 2026 | Name: | Eric A. Adams |
| Title: | President & CEO | |
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Exhibit 99.1
|
NASDAQ: INM
Suite 1445-885 West Georgia St. Vancouver, BC, Canada V6C 3E8 Tel: +1.604.669.7207 Email: info@inmedpharma.com www.inmedpharma.com |
InMed Pharmaceuticals & Mentari Therapeutics Announce Merger to Advance Migraine Prevention Therapies
Mentari’s parallel lead programs target validated, complementary pathways with potential to address the two-thirds of patients who have a suboptimal response to anti-CGRP therapies
Concurrent oversubscribed US$290 million private placement of Mentari expected to fund company operations through 2028
First-in-human regulatory filings for MT-001 (anti-PACAP) and MT-002 (anti-CGRP x PACAP bispecific) expected mid-2026 and 1Q 2027, respectively
Conference call scheduled for May 19, 2026, at 8:30 AM EDT
Vancouver, British Columbia, and San Francisco, California May 19, 2026 – InMed Pharmaceuticals, Inc. (NASDAQ: INM) (“InMed” or the “Company”) is pleased to announce that it has entered into a definitive merger agreement (the “Agreement”) for an all-stock transaction with Mentari Therapeutics, Inc. (“Mentari”), a privately-held biotechnology company developing therapies for migraine prevention, Indigo Merger Sub Corp. a wholly-owned subsidiary of InMed, and Indigo Merger Sub II, LLC, a wholly-owned subsidiary of InMed. The merger brings together Mentari’s differentiated migraine pipeline with InMed’s public market infrastructure, positioning the combined company to expedite the development of new therapies for people living with migraine, a debilitating neurological disorder affecting more than 1 billion people globally. Upon consummation of the transaction contemplated by the Agreement, the combined entity will operate as Mentari Therapeutics and trade on the Nasdaq Capital Market under a new ticker symbol.
The concurrent private placement (the “Private Placement”) was led by Fairmount with participation from Commodore Capital, Deep Track Capital, Janus Henderson Investors, a16z Bio + Health, Venrock Healthcare Capital Partners, Wellington Management, TCGX, Blackstone Multi-Asset Investing, BB Biotech, Farallon Capital, RTW Investments, LP, Vivo Capital, Perceptive Advisors and other leading investment management firms. The Private Placement will result in gross proceeds to the combined company of approximately US$290 million and is expected to fully fund its operations through 2028, beyond the generation of anticipated key clinical datasets from Mentari’s parallel lead programs. These programs include MT-001, an anti-PACAP (pituitary adenylate cyclase-activating polypeptide) monoclonal antibody with Phase 2a proof-of-concept data expected in 2028, and MT-002, a potentially first-in-class anti-CGRP (calcitonin gene-related peptide) and anti-PACAP bispecific antibody with Phase 1 healthy volunteer data expected in 2027. Together, MT-001 and MT-002 target validated, complementary, and orthogonal pathways in migraine pathophysiology and have potential to address the significant unmet need in individuals suffering from chronic and episodic migraine. Approximately 40-50% of patients treated with current approved therapies do not achieve a 50% reduction in monthly migraine days (MMDs), and fewer than one-third of patients have a 75% reduction in MMDs.
“This merger with Mentari represents an excellent opportunity for InMed shareholders to participate in the development of an exciting new drug pipeline with significant therapeutic and commercial potential,” said Eric A. Adams, President and CEO of InMed. “InMed’s Board of Directors and management team are in full support of this transaction and believe that Mentari’s strong balance sheet positions the company to successfully execute on the development plans for its parallel lead programs in the treatment of migraines. We believe Mentari’s lead programs have tremendous potential to expand and reshape the migraine treatment and prevention market.”
“This transaction provides us with the capital and public market infrastructure to aggressively compete in what we believe will be the next era of migraine prevention,” said Julie Bruno, Chair of Mentari’s board. “Recent anti-PACAP clinical studies have validated this novel mechanism and generated tremendous excitement among headache specialists. MT-001 and MT-002 were designed to be potentially best-in-class, with superior convenience through subcutaneous delivery and the potential for enhanced efficacy through rational dual pathway inhibition. We have a clear regulatory path, rapid development timelines benchmarked to approved migraine therapies, and are focused on bringing these potentially transformative therapies to the millions of people who continue to suffer despite current treatment options.”
Mentari’s pipeline programs were discovered by Paragon Therapeutics, Inc. and the co-lead programs, MT-001 and MT-002, have demonstrated equal or superior in vitro potency compared to benchmark antibodies, with pharmacokinetic profiles in non-human primates projected to enable convenient subcutaneous dosing in humans.
Conference Call Details
InMed will host a conference call on Tuesday, May 19th, at 8:30 am ET to discuss the merger details. To join the call, please dial (888) 880-3330 (U.S Toll Free) or (800) 715-9871 (Canada Toll Free). A replay of the call will be temporarily archived on the Investors section of InMed’s website following the presentation.
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About the Proposed Transaction
Under the terms of the merger agreement, as of the closing of the proposed merger, the pre-merger InMed shareholders are expected to own approximately 1.51% of the combined company, which is expected to have a pro forma equity value of approximately US$421.4 million (inclusive of the Private Placement). The percentage of the combined company that InMed’s shareholders will own as of the closing of the proposed merger is subject to adjustment based on the estimated amount of InMed’s net cash immediately prior to the closing date.
In addition, InMed shareholders as of immediately prior to Closing (the “Holders”) will be entitled to receive additional financial consideration through (i) a potential distribution or dividend (if any) (1) payable upon a pre-closing sale, license, divestiture or other monetization transaction (i.e., a royalty transaction) of InMed research and development programs (a “Parent Legacy Transaction”), and (2) to the extent closing net cash exceeds certain thresholds described in the Agreement; and (ii) a contingent value right entitling the Holders to proceeds (if any) from a Parent Legacy Transaction received post-closing, in each case the terms of which will be described in the Agreement and/or Form 8-K to be filed in connection with the proposed transaction.
The transaction has received approval by the Board of Directors of both companies and is expected to close in the second half of 2026, subject to certain closing conditions, including, among others, approval by the stockholders of each company, the effectiveness of a registration statement to be filed with the U.S. Securities and Exchange Commission (the “SEC”) to register the securities to be issued in connection with the proposed merger and the satisfaction of other customary closing conditions.
The combined company plans to operate under the name Mentari Therapeutics, Inc. Mentari’s existing Board of Directors will become directors of the combined company, chaired by Julie Bruno, Growth Partner at Fairmount, and including Michelle Pernice, Operating Partner at Fairmount, and Laura Sandler, Chief Operating Officer at Oruka Therapeutics.
Lucid Capital Markets, LLC is serving as financial advisor and Norton Rose Fulbright LLP and Norton Rose Fulbright Canada LLP are serving as legal counsel to InMed. Wedbush Securities Inc. is serving as exclusive strategic financial advisor and Gibson, Dunn & Crutcher LLP is serving as legal counsel to Mentari. Jefferies, TD Cowen, Stifel, Guggenheim Securities, and Wedbush & Co., LLC are serving as the placement agents to Mentari. Cooley LLP is serving as legal counsel to the placement agents.
About InMed Pharmaceuticals
InMed is a pharmaceutical company focused on developing a pipeline of proprietary small molecule drug candidates targeting the CB1/CB2 receptors. InMed’s pipeline consists of three separate programs in the treatment of Alzheimer’s, ocular and dermatological indications. For more information, visit www.inmedpharma.com.
About Mentari Therapeutics
Mentari Therapeutics is a biotechnology company developing therapies for the prevention of migraine to deliver freedom from this debilitating and undertreated neurological condition that affects more than 1 billion people globally. Mentari’s lead programs target PACAP, a newly validated target that is mechanistically independent from CGRP, one of the first migraine targets to yield clinical and commercial success. Mentari’s pipeline includes MT-001, an anti-PACAP monoclonal antibody designed for convenient subcutaneous dosing, and MT-002, an anti-CGRP and anti-PACAP bispecific antibody designed to inhibit these complementary pathways with potential to deliver superior outcomes for people with incomplete response to CGRP-targeted therapies. The company’s programs were discovered by Paragon Therapeutics. Mentari is based in Waltham, MA. For more information, visit mentaritx.com.
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Forward-Looking Statements
Certain statements in this press release, other than purely historical information, may constitute “forward-looking statements” within the meaning of the federal securities laws, including for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, express or implied statements relating to InMed’s and Mentari’s expectations, hopes, beliefs, intentions or strategies regarding the proposed merger, the Private Placement, and the combined company’s future, pipeline and business including, without limitation, statements regarding the expected timing and completion of the proposed merger and the Private Placement, the anticipated ownership structure of the combined company, the expected benefits, opportunities and market potential of the proposed transaction, the combined company’s ability to achieve the expected benefits or opportunities with respect to its product candidates, including whether MT-001 and MT-002 will achieve clinical proof of concept, demonstrate superior efficacy or potency, achieve convenient dosing, address unmet need in CGRP inadequate responders, or achieve regulatory approval and statements made herein with respect to (i) a potential distribution or dividend (if any) (A) payable upon a Parent Legacy Transaction, and (B) to the extent closing net cash exceeds certain thresholds described in the Agreement, and (ii) the contingent value rights entitling the Holders to proceeds (if any) from a Parent Legacy Transaction received post-closing. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These forward-looking statements are based on current expectations and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting the combined company will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond InMed’s, Mentari’s or the combined company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, risks related to: the risk that the proposed merger and the Private Placement may not be completed on the anticipated timeline or at all; the failure to satisfy the conditions to closing, including obtaining the requisite approvals of the stockholders of each company and the effectiveness of the registration statement to be filed with the SEC in connection with the proposed merger; the risk that the Private Placement may not close or may not result in the anticipated gross proceeds; the outcome of preclinical studies and clinical trials; regulatory approval processes; the combined company’s ability to successfully develop and commercialize its product candidates; competition in the migraine treatment market; the combined company’s reliance on third parties; protection of intellectual property; and the combined company’s need for substantial additional funding. Should one or more of these risks or uncertainties materialize, or should any of InMed’s, Mentari’s or the combined company’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth therein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this press release, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein and in InMed’s filings with the SEC. InMed, Mentari and the combined company do not undertake or accept any duty to make any updates or revisions to any forward-looking statements, except as required by law.
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Important Information About Investigational Product Candidates
This press release concerns drug candidates that are under preclinical and clinical investigation, and which have not yet been approved by the U.S. Food and Drug Administration. These are currently limited by federal law to investigational use, and no representation is made as to their safety or effectiveness for the purposes for which they are being investigated.
No Offer or Solicitation
This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any proxy, vote, consent or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities to be sold in the Private Placement are being offered in a transaction not involving a public offering and have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS COMMUNICATION IS TRUTHFUL OR COMPLETE.
Important Additional Information About the Proposed Transaction Will Be Filed with the SEC
In connection with the proposed merger, InMed intends to file relevant materials with the SEC, including a registration statement on Form S-4 that will contain a proxy statement/prospectus relating to the proposed transaction. This press release is not a substitute for the registration statement, proxy statement/prospectus or any other document that InMed may file with the SEC in connection with the proposed transaction.
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INVESTORS AND SECURITY HOLDERS OF INMED AND MENTARI ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT INMED, MENTARI, THE PROPOSED TRANSACTION AND RELATED MATTERS.
Investors and security holders will be able to obtain free copies of the registration statement, proxy statement/prospectus and other documents filed by InMed with the SEC through the website maintained by the SEC at www.sec.gov and on the Investors section of InMed’s website.
Participants in the Solicitation
InMed, Mentari and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from InMed’s stockholders in connection with the proposed transaction. Information about InMed’s directors and executive officers, including a description of their interests in InMed, is contained in InMed’s most recent Annual Report on Form 10-K and subsequent reports filed with the SEC. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of proxies in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be included in the registration statement and proxy statement/prospectus when filed with the SEC.
Media Contact
Lia Dangelico
Deerfield Group
lia.dangelico@deerfieldgroup.com
Investor Contact
Colin Clancy
Vice President, Investor Relations
and Corporate Communications, InMed Pharmaceuticals Inc.
T: +1.604.416.0999
E: ir@inmedpharma.com
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Exhibit 99.2
M AY 2 0 2 6 Mentari Therapeutics Overview
2 Disclaimers The information contained in this presentation has been prepared by Mentari Therapeutics, Inc. and its affiliates ("we," "us," "our" or the "Company") and contains information pertaining to the business and operations of the Company. The information contained in this presentation: (a) is provided as at the date hereof, is subject to change without notice, and is based on publicly available information, internally developed data and third party information from other sources; (b) does not purport to contain all the information that may be necessary or desirable to fully and accurately evaluate an investment in the Company; (c) is not to be considered as a recommendation by the Company that any person make an investment in the Company; (d) is for information purposes only and shall not constitute an offer to buy, sell, issue or subscribe for, or the solicitation of an offer to buy, sell or issue, or subscribe for any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful. Where any opinion or belief is expressed in this presentation, it is based on certain assumptions and limitations and is an expression of present opinion or belief only. This presentation should not be construed as legal, financial or tax advice to any individual, as each individual's circumstances are different. This document is for informational purposes only and should not be considered a solicitation or recommendation to purchase, sell or hold a security. This presentation is for informational purposes only and only a summary of certain information related to the Company. The information contained herein does not constitute investment, legal, accounting, regulatory, taxation or other advice, and the information does not take into account your investment objectives or legal, accounting, regulatory, taxation or financial situation or particular needs. Statements in this presentation are made as of the date hereof unless stated otherwise herein, and neither the delivery of this presentation at any time, nor any sale of securities, shall under any circumstances create an implication that the information contained herein is correct as of any time subsequent to such date. The Company is under no obligation to update or keep current the information contained in this document. No representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or opinions contained herein, and any reliance you place on them will be at your sole risk. The Company, its affiliates and advisors do not accept any liability whatsoever for any loss howsoever arising, directly or indirectly, from the use of this document or its contents. No offer or solicitation This presentation shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. Additional information and where to find it In connection with the proposed Transaction, InMed Pharmaceuticals Inc. ("InMed") intends to file with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 that will include a proxy statement of InMed and a prospectus of InMed relating to the shares of InMed common stock to be issued in connection with the proposed Transaction. After the registration statement has been declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to stockholders of InMed. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE RELATED PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR TO BE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT INMED, MENTARI, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the registration statement and proxy statement/prospectus (when available) and other documents filed with the SEC by InMed through the SEC's website at www.sec.gov or by directing a request to InMed at InMed's principal offices. Forward-looking statements and other information Certain statements contained in this presentation that are not descriptions of historical facts are "forward-looking statements." When we use words such as "potentially," "could," "will," "projected," "possible," "expect," "illustrative," "estimated" or similar expressions that do not relate solely to historical matters, we are making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause our actual results to differ materially from our expectations discussed in the forward-looking statements. This may be a result of various factors, including, but not limited to: our management team's expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, statements regarding: the proposed business combination between InMed Pharmaceuticals Inc. ("InMed") and the Company (the "Transaction"), including the expected timing, completion and effects of the Transaction; the anticipated benefits of the Transaction, including the combined company's estimated pro forma capitalization, ownership structure and cash position; the concurrent private placement and expected use of proceeds; expectations regarding or plans for discovery, preclinical studies, clinical trials and research and development programs and therapies, including timing of regulatory filings and preclinical and clinical trials for MT-001, MT-002, MT-003 and other pipeline candidates; the potential clinical benefit and safety of product candidates targeting PACAP, CGRP and other migraine-related pathways, including as compared to third-party products and product candidates in development; expectations regarding the time period over which our capital resources will be sufficient to fund our anticipated operations; and statements regarding the market, competition, and potential opportunities for migraine prevention and treatment therapies. All forward-looking statements, expressed or implied, included in this presentation are expressly qualified in their entirety by this cautionary statement. You are cautioned not to place undue reliance on any forward-looking statements. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by this cautionary statement, to reflect events or circumstances after the date of this presentation. This presentation concerns drug candidates that are under preclinical investigation, and which have not yet been approved by the U.S. Food and Drug Administration. These are currently limited by federal law to investigational use, and no representation is made as to their safety or effectiveness for the purposes for which they are being investigated. Market and Industry Data Certain information contained in this presentation and statements made orally during this presentation relate to or are based on studies, publications and other data obtained from third-party sources as well as our own internal estimates and research. While we believe these third-party sources to be reliable as of the date of this presentation, we have not independently verified, and make no representation as to the adequacy, fairness, accuracy or completeness of, any information obtained from third party sources. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this presentation. Statements as to our market and competitive position data are based on market data currently available to us, as well as management's internal analyses and assumptions regarding the Company, which involve certain assumptions and estimates. These internal analyses have not been verified by any independent sources and there can be no assurance that the assumptions or estimates are accurate. While we are not aware of any misstatements regarding our industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors. As a result, we cannot guarantee the accuracy or completeness of such information contained in this presentation.
3 Transaction summary Transaction: Transaction between InMed Pharmaceuticals Inc. (InMed), including its wholly owned subsidiaries, and Mentari Therapeutics, Inc. (Mentari) Transaction Structure: InMed to acquire 100% of Mentari equity interests in a reverse triangular merger of a wholly owned subsidiary of InMed with and into Mentari, with Mentari surviving the merger as a wholly owned subsidiary of InMed. Transaction intended to be structured as a tax-free event. Post-Closing Ownership: InMed holders expected to own ~1.51% ($6.4M valuation); Mentari holders expected to own ~29.66% ($125.0M valuation); Concurrent Investment ~68.82% ($290.0M). Total value: $421.4M. Concurrent Financing: $290.0 million concurrent private placement into Mentari (or alternatively into InMed, if necessary) effected immediately prior to the Closing. Management and Board: Mentari's senior management team will operate the combined company. Post-Closing board to consist of a number of directors to be determined by Mentari (in its sole discretion), subject to Nasdaq independence requirements. Certain Closing Conditions: Customary conditions including absence of MAE; stockholder approval of each party; S-4/Proxy deemed effective by the SEC; Nasdaq new listing application with respect to post-Closing company; and any other required regulatory approvals. InMed Legacy Assets: InMed stockholders of record as of immediately prior to Closing would receive in aggregate 90% of any net proceeds received by Mentari from the sale of InMed Legacy Assets. At Closing, it is expected that InMed will distribute legacy cash assets, if any, to pre-merger InMed stockholders. Lock-Up Agreements: Continuing executive officers and members of the board of directors of Mentari and InMed will agree to a 180-day lock-up post- Closing. SEC Filings: Parties to file Form S-4 with InMed to hold a stockholder meeting promptly following effectiveness of the Form S-4. Primary Use of Proceeds: The proceeds from the private placement are expected to be primarily used to advance the Mentari pipeline and deliver the following anticipated milestones: Phase 1 healthy volunteer data and Phase 2a proof-of-concept data in migraine patients for MT-001 and Phase 1 healthy volunteer data for MT-002. Proceeds are expected to provide cash runway through 2028.
4 Estimated capitalization following close of transactions with InMed and pre-closing private placement Shares on an as-converted / as- exercised basis Expected ownership of the combined company InMed Shares of common stock outstanding (including upon exercise of outstanding warrants) 6,803,274 1.51% Mentari Therapeutics Shares of common stock outstanding (including shares underlying option grants) Series Seed Shares Series A shares 10,845,618 40,884,000 81,928,873 98.49% Pre-closing financing Shares of common stock Pre-funded warrants 286,036,983 24,050,702 Estimated total shares of common stock of the combined company post-closing 450,549,450
5 Mentari Therapeutics is developing potentially best-in-class therapies for the prevention of migraine PACAP = Pituitary Adenylate Cyclase-Activating Polypeptide; CGRP = Calcitonin Gene-Related Peptide; MoA= Mechanism of Action; SC=subcutaneous; IND = Investigational New Drug Application; CTA = Clinical Trial Application. Program Target Discovery IND-enabling Clinical MT-001 Anti-PACAP (SC; same MoA as Lu AG09222) CTA expected mid-2026 MT-002 Anti-CGRP x PACAP (SC; same MoAs as Emgality / Ajovy / Vyepti + Lu AG09222) CTA or IND expected 1Q27 MT-003 Anti-CGRP (Quarterly SC) MT-004 Novel target MT-005 Novel target CO-LEAD PROGRAMS M E N TAR I ' S P R O G R AM S H AV E P O T E N T I AL T O P R O V I D E F R E E D O M F R O M T H E D E B I L I TAT I N G E F F E C T S O F M I G R AI N E Parallel lead programs are potential best-in-class antibodies to key migraine prevention targets • Potential for rational combinations to enhance efficacy • Convenient subcutaneous delivery • Programs discovered by Paragon Therapeutics
6 Mentari has a rapid path to value creation Potential BIC anti-PACAP therapy expected to enter clinic mid-2026, followed by potential BIC CGRP x PACAP bsAb expected early 2027 Migraine affects 1B+ patients globally CGRP therapies generating over $6B in revenue currently and expected to grow to ~$11B by 2031 Unmet need remains despite broad uptake of anti-CGRPs Fewer than a third of patients have an optimal response to anti-CGRP therapy PACAP inhibition is newly validated, with parallels to CGRP Lu AG09222 Phase 2 demonstrates clinical activity in migraine prevention Mentari Therapeutics was founded to solve a significant unmet need in a massive indication with global impact BIC = Best-in-Class; bsAb = bispecific antibody. Sources: 2023 Steiner (Nature Reviews Neurology); 2026 Buse (Neurol. Ther); 2024 Ashina (NEJM); Lundbeck Press Release (February 12, 2026); CGRP therapies FDA labels
7 Migraine is a mega blockbuster market with CGRP-targeted therapies alone expected to peak at ~$11B in revenue by 2031 3.7 6.3 1.3 2.2 1.4 2.4 0 2 4 6 8 10 12 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E 2031E 2021 2020 2019 0.1 0.7 1.3 2.5 2.9 4.2 5.6 6.4 7.9 8.7 9.4 10.0 10.6 10.9 2018 Expected sales growth for preventive therapies of $2.6B (9% CAGR) Notes: Three preventive therapies (Emgality, Vyepti, and Qulipta) are each expected to reach $1B in annual sales, along with one acute (Ubrelvy) and one that is both preventive and acute (Nurtec / Vydura); CAGR = Compound Annual Growth Rate Source: GlobalData Both (i.e., rimegepant) Acute Preventive CGRP-targeted therapies are annualizing at >$6B currently, with preventive treatments representing a majority of sales and significant market growth still expected Global sales ($B)
8 While CGRP therapies generate billions in revenue, there is still significant unmet need as many patients do not adequately respond Notes: MMDs = monthly migraine days; Emgality episodic averaged across Phase 3 EVOLVE-1 & -2 trials. Vyepti 300mg Q12W dose. Ajovy 225mg Q4W dose, Ajovy can also be dosed 675mg Q12W but requires 3 injections. Aimovig 140mg Q4W dose. Nurtec ODT 75mg BID dose. Qulipta 60mg QD dose. Qulipta episodic averaged across pivotal ADVANCE and NCT02848326 trials. Sources: FDA Labels, KOL calls "30% are desperately disappointed because nothing happens [with CGRPs]... there is substantial unmet need." "30-40% of patients don't respond to CGRPs... [PACAP] has the potential to be just as much of a game changer as CGRP." "For most preventive medications, the drugs work ~60% of the time... that is a 50% reduction in headache frequency, whether it's Botox or antibodies." KOL Feedback "I bet the percent that are having a suboptimal response or need other options is at least 50%." 40-50% of patients don't achieve a 50% reduction in migraine days Unmet Need Patients with > 50% Reduction in MMDs Dosing Frequency (weeks)
9 Portfolio optimized to address large post-CGRP opportunity, with upside potential in broader migraine market Notes: Inadequate responders defined as patients who do not reach >50% reduction in monthly migraine days (combined partial and non-responders). TAM estimates based on projections for 2033 of ~$10,000 WAC per patient, assuming 1.2M patients on CGRP mAbs, 55% responders (>50% reduction in MMD), 25% partial response (>30% reduction in MMD), and 20% failures (<30% reduction in MMD) Sources: 2024 Ashina (NEJM); 2026 Buse (Neurol. Ther); 2023 Guo (Neurol of Disease); 2021 Kuburas (J. Neurosci.); 2023 Kuburas (J Headache and Pain); 2022 Overeem (Cephalgia); 2021 Amiri (Front Neurol); Lundbeck Press Release (Feb 2026); Emgality, Ajovy, Vyepti, Aimovig FDA labels; GlobalData; Internal data; KOL interviews. We believe the Mentari portfolio is designed to lead the next wave of migraine prevention therapies Programs: MT-001 & MT-002 Market opportunity in CGRP inadequate and non-responders Upside potential in broader migraine by redefining treatment paradigm $5B+ $10B+ Opportunity for improvement on convenience and efficacy for CGRP inadequate & non-responders Proof-of-concept established for anti-PACAP Potential for synergy of anti-PACAP and anti-CGRP based on complementary pathways Superior efficacy compared to CGRP may drive adoption in earlier lines of preventive care Programs: MT-002 & combinations
10 PACAP acts through an independent signaling pathway with established relevance in migraine pathophysiology Sources: 2025 Pietra (Cephalgia); 2023 Kuburas (J Headache and Pain); 2023 Guo (Neurobio of Disease); 2024 Ashina (NEJM) PACAP & CGRP signal via discrete receptors that converge at downstream migraine sites PACAP CGRP Peptide is vasodilatory Expressed in trigeminal ganglia sensory neurons Receptors activate cAMP-dependent mechanisms Peptide infusion provokes light aversion & mechanical allodynia in preclinical models Preclinical mechanistic independence (PACAP effects not blocked by CGRP inhibition & vice versa) Peptide expressed in parasympathetic neurons of sphenopalatine ganglion Peptide infusion triggers premonitory symptoms in ~50% of human subjects Peptide infusion induces migraine-like headaches in humans Selective inhibition has shown preclinical & clinical efficacy PACAP & CGRP act on orthogonal pathways, driving unique biology with overlapping impact in migraine PACAP CGRP PACAP inhibition represents a novel mechanism of action, with potential to address unmet need in migraine, including patients with inadequate response to anti-CGRP therapies
11 -4 -3 -2 -1 0 Lundbeck demonstrated proof-of-concept with a single dose of IV anti-PACAP with a clean safety profile in a randomized Ph2 study Notes: These are cross-trial comparisons across trials with different patient populations and trial designs. No head-head-to-head comparison studies have been conducted. ΔMMD is calculated as least squares mean. All data shown are at week 4. Emgality and Ajovy are dosed SC; Vyepti is dosed IV. Emgality's episodic P3 data averaged across two trials; Emgality data are for approved regimen (240 mg loading dose, followed by 120 mg Q4W maintenance dosing beginning at 4 weeks). Ajovy P2 data shown for Q4W dosing (CM: 675 mg loading dose followed by 225 mg Q4W); Ajovy P3 data for EM are with 225 mg Q4W and 675 mg Q12W; Ajovy P3 data for CM are with 675 mg loading dose followed by 225 mg Q4W; Vyepti data are for 300 mg IV Q12W. Chronic migraine (15+ MMD); Episodic migraine (<15 MMD). Sources: 2024 Ashina (NEJM); 2018 Skljarevski (Cephalalgia); 2018 Stauffer (JAMA Neurology); 2018 Detke (Neurology); 2018 Dodick (JAMA); 2017 Silberstein (NEJM); FDA labels; Lundbeck R&D Day; 2018 Silberstein (AHS Poster); Adler January 2018 PROMISE-2 Results Presentation; 2018 Skljarevski (JAMA Neurology); 2015 Bigal (Lancet Neurology). Ajovy 675 mg Vyepti 300 mg Emgality 240 mg Ajovy 225 mg -2.4-2.3 -1.8 -2.1 -1.5 -3.0 -1.6 -1.8 -2.0 -4 -3 -2 -1 0 Pbo-adj Δ in monthly migraine days (MMD), W4 750 mg 100 mg Emgality 300 mg Ajovy 225 mg Ajovy 675 mg ~30% episodic/~70% chronic -1.2 -2.1 -2.4 -2.1 Ph2 Ph3 Lu AG09222 delivers ~2-day pbo-adj ΔMMD... ... which is in-line with approved anti-CGRP mAbs at the same Wk4 timepoint across Ph2 and Ph3 trials... "This is definitely the next wave of development in migraine that we will enter – the PACAP era, just like we had a CGRP era..." "I think PACAP just has an ocean of opportunity with many aspects of development, whether it's combination, monotherapy, acute or preventive... just a wide- open area to explore." "It has the potential to be just as much of a game changer as CGRP. I could see it used in conjunction with CGRPs or as an alternative [for the] patients that don't respond to CGRP." ... and this data has KOLs excited about a novel MoA Episodic Chronic -4 -3 -2 -1 0 -2.1
12 Mentari is poised to accelerate pipeline following positive Lundbeck PROCEED data Phase 2b met primary endpoint for IV admin only – Full data at AHS Rapid development of MT-001 and MT-002 AHS data highlights benefit of combination strategy AHS dataset shows strong single agent activity for anti-PACAP Rapid development of MT-002, with additional combo approaches Phase 2a met primary endpoint – Compelling single-dose data for IV admin Notes: AHS = American Headache Society; IV = Intravenous. Sources: ClinicalTrials.gov (NCT05133323; NCT06323928); 2024 Ashina (NEJM); Lundbeck Press Release (February 12, 2026); Lundbeck Press Release (March 31, 2025); Lundbeck Full Year 2025 Earnings Call (February 4, 2026). Both MT-001 and MT-002 are derisked today by two statistically significant studies with Lundbeck anti-PACAP (Lu AG09222)
13 MT-002 CGRP x PACAP bispecific Ab MT-001 Anti-PACAP mAb Parallel lead programs: Distinct strategies to address the full spectrum of patients in need of migraine prevention Sources: 2024 Ashina (NEJM); 2026 Buse (Neurol. Ther); 2023 Kuburas (J Headache and Pain); GlobalData; Internal data; KOL interviews Dual pathway inhibition Blocks CGRP and PACAP simultaneously Potential first-in-class and 1L biologic Opportunity for increased usage SC autoinjector Convenient Q2W-Q4W+ dosing Novel validated target Two positive Ph2 studies Similar potency Equal or better affinity vs. benchmark SC autoinjector Convenient Q4W-Q8W+ dosing IND / CTA expected 1Q 2027 CTA expected mid-2026
14 MT-001 is a potentially best-in-class anti-PACAP Notes: Affinity and potency comparison determined to be similar or better on functional ligand blockade based on studies conducted by Paragon. No clinical head-to-head comparison studies have been conducted. Lu AG09222 generated based on published sequence. Blocks PACAP with equal or better affinity to Lu AG09222 • Validated mechanism of action • Observed similar potency vs. Lu AG09222 • Predicted to meet or beat efficacy • Predicted equivalent safety Novel IP for composition of matter into 2040s Effector-null IgG1 Fc Half-life extension through validated Fc modification • Longer exposure to reduce dosing frequency MT-001 Subcutaneous formulation • Targeting lower dose to enable convenient SC autoinjector format MT-001
15 MT-001 has broad ligand-receptor coverage across multiple PACAP pathways Sources: Internal data; 2021 Pellesi (JAMA Network Open); 2014 Amin (Brain); 2023 Rasmussen (J Headache Pain) "+" denotes relative magnitude of potential inhibitory activity Meningeal mast cell degranulation Neurogenic Type 2 inflammation Neuropeptide secretion Neurogenic vasodilation PACAP38 PACAP27 VIP Lu AG09222 MT-001 Receptor Ligand MT-001 Lu AG09222 PAC1R PACAP38 +++ +++ PACAP27 +++ +++ VIP + + VPAC1R PACAP38 +++ +++ PACAP27 +++ +++ VIP + + VPAC2R PACAP38 +++ +++ PACAP27 +++ +++ VIP + + MRGPRX2 PACAP38 +++ +++ PACAP27 +++ +++ VIP + + MT-001 and Lu AG09222 bind to all 3 ligands, potentially inhibiting signaling across all 4 receptors PAC1R VPAC1R VPAC2R MRGPRX2 MT-001
16 MT-001 has demonstrated similar in vitro potency to reference anti- PACAP across PACAP isoforms, multiple receptors, and cell lines Notes: Data shown is mean of 3 technical replicates ± sd. Representative data shown in VPAC2R (overexpression line using CHO). Reference PACAP mAb generated internally based on published INN for Lu AG09222. Sources: Internal data MT-001 shows similar inhibition of PACAP38 -induced cAMP to reference PACAP mAb MT-001 shows similar inhibition of PACAP27 -induced cAMP than reference PACAP mAb MT-001
17 MT-001 is expected to match reference anti-PACAP efficacious exposures with convenient SC dosing Notes: Reference PACAP mAb generated internally based on published INN for Lu AG09222. Lundbeck doses for benchmarking based on Ph2a high dose and low/med/high clinical study design. Projected dose for MT-001 reflects dose projected to match Lu AG09222 IV Q4W on Ctrough and AUC. MT-001 has a ~23-day NHP half-life translating to a projected ~81-day half-life in humans Serum Concentration (μg/mL) Days Post Injection MT-001 Dosing Frequency MT-001 SC dose required to match benchmark (mg) Projected clinical dose required to match Lu AG09222 IV Q4W on Ctrough or AUC to enable Q4W-Q8W+ SC dosing Feasible SC Dose Matching on Ctrough Matching on AUC MT-001
18 Development path sets up a catalyst-rich next 12-24 months Notes: All catalyst timings are preliminary and subject to change; Benchmark time from FIH to BLA/NDA reflects average of Aimovig and Emgality time from FIH to BLA. Activity Phase 2 Chronic/Episodic Migraine Patients Phase 1 Healthy Volunteers SAD (IV and SC) MT-001 Potential for rapid validation, value recognition, and path to BLA • Phase 1 HV data is highly derisking, showing both basis for differentiation on PK and early safety • Phase 2a proof-of-concept to further validate BIC potential, demonstrating early efficacy on highly validated clinical endpoints (e.g. MMD, 50% responder rate) that are consistent between Phase 2 and Phase 3 • Clear regulatory path for development and to approval, with opportunities to expedite • Rapid timelines possible in migraine: benchmark time from FIH to BLA < 7 years • Targeting broad use in post-CGRP migraine patients with rapid path to market Mid-2026 Ph1 Filing (expected) 2028 Ph2a POC (expected) Mid-2027 Ph1 HV SAD Data (expected) 2028 2027 2026 MT-001
19 MT-002 is a bispecific antibody targeting CGRP and PACAP, aiming for best-in-indication efficacy Notes: Potency comparison determined to be similar or better on functional ligand blockade based on studies conducted by Paragon. Paragon generated Lu AG09222 based on published sequence. Dual CGRP & PACAP inhibition • Utilizes highly-validated CGRP epitope • Blocks PACAP activity with potency in line with Lu AG09222 • Expected to deliver increased efficacy over anti-CGRP and anti-PACAP monotherapy • Leverages favorable safety profiles of anti-CGRP and anti-PACAP monotherapies Half-life extension • Incorporates clinically validated Fc modification to extend half-life significantly 1+1 IgG-like format • Designed to have mAb-like pharmacokinetics Subcutaneous formulation Effector-null IgG1 Fc MT-002 MT-002
20 MT-002 is expected to match reference PACAP mAb and CGRP mAb efficacious exposures with convenient SC dosing Notes & Sources: Pharmacokinetic data plots combine data from two separate studies. Reference PACAP mAb generated internally based on published INN for Lu AG09222. Dose projections assume MT-002 has a half-life of 77 days in humans and an anti-PACAP arm has 0.7 potency of reference PACAP mAb. Projected dose for MT-002 reflects dose exposure projected to match Lu AG09222 IV Q4W on Ctrough and AUC. Lundbeck doses for benchmarking based on P2a high dose and low/med/high clinical study design. MT-002 has a ~22-day NHP half-life, translating to a projected ~77-day half-life in humans Serum Concentration (μg/mL) Days Post Injection MT-002 Dosing Frequency MT-002 SC dose required to match benchmark (mg) Projected clinical dose required to match Lu AG09222 IV Q4W on Ctrough or AUC would enable Q2W-Q4W+ SC dosing for MT-002 Matching on Ctrough Matching on AUC MT-002 Feasible SC Dose
21 Notes: Pbo-adj ΔMMD refers to placebo-adjusted change in monthly migraine days Source: Emgality, Ajovy, Vyepti, Aimovig FDA labels; 2026 Buse (Neurol. Ther); 2024 Ashina (NEJM); Lundbeck Press Release (Feb 2026); 2023 Guo (Neurol of Disease); 2021 Kuburas (J. Neurosci.); 2023 Kuburas (J Headache and Pain) PACAP has Ph2 validated efficacy • ~2 Pbo-adj ΔMMD at Wk4 (single-dose Ph2a); Ph2b met primary endpoint • Independent pathway: PACAP38- induced migraines not blocked by eptinezumab (anti-CGRP) CGRP has established efficacy • ~1.5–2.5 Pbo-adj ΔMMD at Wk4 across episodic and chronic migraine • Limited as >40% of patients are inadequate responders — significant unmet need remains 1. Efficacy for inadequate responders to anti-CGRPs 2. Upside as preferred biologic if superior efficacy to CGRPs MT-002 Opportunities MT-002 dual targeting provides two opportunities to improve migraine care: efficacy for CGRP non-responders and superior efficacy for all MT-002
22 MT-002 builds on established safety of anti-CGRPs and emerging safety of anti-PACAP Note: AE = adverse events; AE-related discontinuation rate based on galcanezumab REGAIN OLE (12 months), eptinezumab SUNSET (60 weeks) and fremanezumab FOCUS OLE (6 months) Sources: 2022 Pozo-Rosich (Curr Med Res Opin); 2025 Takeshima (J Headache Pain); 2021 Ashina (J Headache Pain); 2024 Ashina (NEJM); Lundbeck Feb 2026 PR CGRP ligand-targeted mAbs have established safety with >6 years on market PACAP-targeted mAb demonstrated clean safety profile in Phase 2 clinical studies <5% AE-related discontinuation in long-term OLEs Injection site reactions only AE that differs from pbo Lu AG09222 AEs comparable to placebo in Ph2a No new safety signals detected in PROCEED Ph2b Combined targeting may enhance efficacy while preserving safety and tolerability "The side effect profile really of Ajovy and Emgality is extremely clean... it's rare to have a medication with so few side effects." - US KOL "I didn't really see anything that was concerning to me...The same as when the CGRP antagonists came onto the market, they really seemed to both have pretty clean profiles." - US KOL MT-002
23 $2B+ 2L after CGRP failure $5B+ All CGRP inadequate responders $10B+ Preferred 1L biologic 2L treatment post-CGRP failure alone represents a blockbuster opportunity Base case market opportunity: ~40-50% of patients with inadequate response to CGRP monotherapy Upside opportunity: Potential for preferred 1L biologic if superior efficacy to CGRP monotherapy MT-002 is well-positioned to address patients with suboptimal response to CGRPs - upside potential as first line biologic MT-002 Notes: Inadequate responders defined as patients who do not reach >50% reduction in monthly migraine days (combined partial and non-responders). TAM estimates based on projections for 2033 of ~$10,000 WAC per patient, assuming 1.2M patients on CGRP mAbs, 55% responders (>50% reduction in MMD), 25% partial response (>30% reduction in MMD), and 20% failures (<30% reduction in MMD) Sources: 2024 Ashina (NEJM); 2026 Buse (Neurol. Ther); 2023 Guo (Neurol of Disease); 2021 Kuburas (J. Neurosci.); 2023 Kuburas (J Headache and Pain); 2022 Overeem (Cephalgia); 2021 Amiri (Front Neurol); Lundbeck Press Release (Feb 2026); Emgality, Ajovy, Vyepti, Aimovig FDA labels; GlobalData; Internal data; KOL interviews.
24 Development path sets up a catalyst-rich next 3 years Notes: All catalyst timings are preliminary and subject to change; benchmark time from FIH to BLA/NDA reflects average of Aimovig and Emgality Potential for rapid validation, value recognition, and path to BLA • Phase 1 HV data highly derisking, confirming PK and early safety • Phase 2a POC to further validate BIC potential, demonstrating early efficacy on highly validated clinical endpoints (e.g. MMD, 50% responder rate) that are consistent between Phase 2 and Phase 3 • Clear regulatory path for development and to approval, with opportunities to expedite • Rapid timelines possible in migraine: benchmark time from FIH to BLA < 7 years • Targeting broad use in post-CGRP therapy migraine patients, with potential to go head-to-head against CGRP monotherapy to demonstrate efficacy benefit Activity Phase 2 Chronic/Episodic Migraine Patients Phase 1 Healthy Volunteers SAD (IV and SC) MT-002 2028 2027 2026 Q1 2027 Ph1 filing (expected) EOY 2027 Ph1 HV SAD data (expected) EOY 2028 Ph2a POC (potential) MT-002
25 Combination Opportunities Single-Agent Opportunity MT-003 is a potential best-in-class anti-CGRP mAb with Q3M monotherapy dosing and enables combinations to maximize efficacy Potential Best-in-Class CGRP mAb Single Q3M SC autoinjection Highly validated target in a growing $11B peak class (expected by 2031) Only 4-injections per year option is IV Potential for first-line positioning Supported by AHS 2024 consensus Potential for Best-in-Indication efficacy Optimized combinations for increased efficacy Convenient dosing Potential for SC Q4W+ dosing of MT-001/MT-003 combo Second chance for inadequate responders 40%-50% of patients inadequately controlled Sources: Lundbeck CMD 2024; GlobalData; Lundbeck Q2 2024 Earnings; 2024 AHS Consensus Statement; FDA bsAb Guidance. Potentially best-in-class CGRP represents a meaningful standalone opportunity and provides a platform for novel combinations MT-003
26 "Patients are more compliant when it's quarterly." - US KOL MT-003 addresses the convenience gap in CGRP-targeted therapies with a Q3M SC anti-CGRP Notes: Ajovy is 12 injections per year, with either 1 SC injection monthly or 3 SC injections quarterly Sources: KOL Interviews, FDA labeling [A Q3M SC anti-CGRP] "would easily become 50% of my patients... I think people like that idea, and so do I." - US KOL Annual doses of anti-CGRP Current CGRPs limited to Q3M IV or multi-shot regimens MT-003 projected to match efficacy with Q3M+ SC dosing "Auto-injectors can produce quite a lot of bruising and it's painful... if they have to do that three times in a row, they might find that not so appealing." - US KOL Patients and physicians prefer quarterly dosing Aimovig SC Q4W Emgality SC Q4W Ajovy SC Q4W/12W* Vyepti IV Q12W MT-003 SC Q12W MT-003
27 MT-003 creates opportunity for best-in-indication combinations Highly validated Safe drug class BIC dosing CGRP Novel MOA with compelling single-agent efficacy BIC dosing PACAP/Novel MOA Potential for best-in-indication efficacy Combinations for migraine Illustrative MT-002 is also a potential partner for Mentari's other pipeline assets with novel mechanisms of action MT-003
28 MT-004 and MT-005 are potentially best-in-class antibodies against novel targets, enabling additional combo approaches in migraine MT-005 1Q27 DC Selection Additional Pipeline Opportunities Differentiated targets in headache disorders: Targets are distinct from CGRP and have preclinical validation Improved design: MT-004 and MT-005 are engineered to be best-in-class Enabling potential best-in-indication combinations Upcoming expected catalysts: MT-004 1Q27 DC Selection
29 MT-001 (Anti-PACAP) Mid – IND or CTA Mid – Ph1 HV data Ph2a PoC in migraine patients MT-002 (Anti-CGRP x PACAP bispecific) 1Q – DC selection 1Q – IND or CTA YE – Ph1 HV data MT-003 (Anti-CGRP) 2Q – DC selection MT-004 (undisclosed) 1Q – DC selection MT-005 (undisclosed) 1Q – DC selection $290M financing expected to fund Mentari's parallel leads through multiple value inflection points 2028 2027 2026 Note: All catalyst timings are preliminary and subject to change
30 Migraine therapies have generated multiple significant M&A outcomes and are highly valued by large pharma Sources: Company press releases; GlobalData Acquirer Target Deal economics (year) Status of lead asset at deal $11.6B (2022) Oral CGRP-R antagonist (rimegepant / Nurtec / Vydura) approved in 2020 ~$2B (2019) Anti-CGRP mAb (eptinezumab, now approved as Vyepti) submitted for approval ~$1B (2017) Oral 5-HTF receptor agonist (lasmiditan, now approved as Reyvow) in Ph3s $825M (2014) $200M upfront, $625M milestones Anti-CGRP mAb (fremanezumab, now approved as Ajovy) in Ph2b
31 Mentari programs were developed by team with deep expertise in antibody engineering and drug development Julianne Bruno Chairperson, Board of Directors Michelle Pernice Board of Directors Neta Batscha SVP, Strategy & Operations Mike Meehl SVP, Biologics Research Hussam Shaheen CSO Jason Oh SVP, Biology Shawn Russell SVP, CMC Damon Banks SVP, Legal Affairs Keri Lantz CFO Mary Beth DeLena CLO Ghassan Fayad SVP, Translational Sciences Cyrus Stacey SVP, Quality Laura Sandler Board of Directors
Thank you
Exhibit 99.3
InMed Pharmaceuticals Investor Webcast Script: Scheduled for 5.19.26, 8:30AM ET
Format: Pre-recorded, audio only, 15-20minutes, no slides or Q&A
Corporate Participants:
| ● | Colin Clancy -- VP, Investor Relations and Corporate Communications, InMed Pharmaceuticals |
| ● | Eric A. Adams – President & Chief Executive Officer, InMed Pharmaceuticals |
| ● | Julianne Bruno -- Chair of the Board, Mentari Therapeutics |
Operator
Good morning and welcome to today’s conference call regarding the merger agreement between InMed Pharmaceuticals and Mentari Therapeutics. At this time, all participants are in a listen-only mode. Please be advised that the call is being recorded and will be available for replay on the InMed website. Now, I’d like to turn the call over to Colin Clancy, Vice President Investor Relations and Corporate Communications, InMed Pharmaceuticals. Please proceed.
Colin Clancy
VP, Investor Relations & Corp Comms, InMed Pharmaceuticals
Thank you, operator, and good morning, everyone.
Before we continue, I would like to remind attendees that today’s call may include forward-looking statements. These statements reflect the expectations and beliefs of both InMed Pharmaceuticals and Mentari Therapeutics regarding the potential outcomes of the merger and future business plans. They may include projections on clinical development timelines, potential differentiation from other therapies, expected financial resources following the completion of the transaction, business milestones, market sizes, and the potential benefits for shareholders.
It is important to understand that these forward-looking statements are subject to risks and uncertainties. These risks include, but are not limited to, the ability to close the merger, achieve clinical milestones, maintain adequate funding, and the conditions precedent to completion of the merger, including the receipt of required regulatory approvals and the ability to close the merger. Our actual results may differ materially from expectations. For a discussion of risks and uncertainties, please review the descriptions included under the heading “Risk Factors” and “Business” in InMed’s most recent Annual Report on Form 10-K filed with the SEC, as well as other SEC filings made by InMed from time to time. In addition, InMed intends to file a proxy statement/prospectus with the SEC in connection with the proposed merger, which will contain important information about Mentari, the combined company, and additional risk factors related to the transaction. Investors are urged to review the proxy statement/prospectus carefully when it becomes available. These filings are available through the website maintained by the SEC at SEC dot gov and also available on InMed’s website, at InMedPharma dot com. All forward-looking statements are made as of today’s date. Except to the extent required by law, we do not undertake any obligation to update any forward-looking statements. We also caution you against placing undue reliance on any forward-looking statements.
I will point out that our listeners can access additional information on Mentari in its corporate presentation which is available on the Mentari website at Mentari tx dot com, as well as in InMed’s corporate presentation, also available on its website.
Joining me on the call today are Eric A. Adams, President and CEO of InMed Pharmaceuticals, and Julianne Bruno, Chair of the Board of Mentari. We’re thrilled to have this opportunity to tell you about Mentari Therapeutics and our plans to advance a pipeline of therapies intended to deliver freedom from the debilitating effects of migraine for millions of people worldwide.
Now, I would like to turn the call over to Eric A. Adams, President and CEO of InMed Pharmaceuticals.
Eric Adams
President and CEO, InMed Pharmaceuticals
Thank you, Colin.
This morning, InMed issued a press release outlining a definitive merger agreement with Mentari Therapeutics, as well as the private placement by a group of leading biotechnology investors supporting Mentari’s pipeline programs, which is expected to close immediately prior to the completion of the merger.
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This transaction represents a transformative event for InMed shareholders. For the last several years, in addition to our day-to-day drug development activities, InMed has been conducting a comprehensive review of strategic alternatives for InMed with the goal of maximizing long-term shareholder value. We have determined that a merger with Mentari represents the highest potential value creation opportunity for InMed’s shareholders.
The merger between InMed and Mentari has been structured as an all-stock transaction. At close and at the expected deal price, the combined company’s market capitalization is expected to be approximately US$421.4 million. Under the terms of the merger agreement, pre-merger InMed shareholders are expected to own approximately 1.51% of the combined company. The percentage of the combined company that InMed shareholders will own as of the close of the transaction is subject to adjustments based on the amount of InMed net cash at the closing date.
In addition to receiving a portion of the new combined company, InMed shareholders may continue to participate in the potential success of InMed’s R&D programs, including INM-901 for Alzheimer’s and INM-089 for age-related Macular Degeneration, via a number of different financial mechanisms and instruments linked to a potential out-licensing or divestiture of these assets (if any). These mechanisms and instruments include a potential dividend upon closing of the merger and Contingent Value Rights entitling holders to a portion of the net proceeds (if any) received from any potential out-licensing or divestiture following closing of the merger (if any). These mechanisms and instruments are dependent on several unknown factors, such as potential deal timing, potential deal proceeds, and InMed’s projected net cash position at the close of the merger.
The merger is subject to approval by the shareholders of both companies, as well as other customary closing conditions, including regulatory approvals. We expect the transaction to close in the second half of 2026. Upon completion, the combined company will operate under the name Mentari Therapeutics and trade on Nasdaq under a new ticker symbol.
We believe this merger will enable Mentari to rapidly advance its migraine pipeline of potentially best-in-class therapies for migraine prevention, including its co-lead programs MT-001 and MT-002, which you will hear more about in a moment.
It is now my pleasure to introduce Julianne Bruno, Chair of the Board for Mentari Therapeutics.
Julianne Bruno
Chair of the Board, Mentari Therapeutics
Thank you, Eric.
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We are thrilled to join forces with InMed to accelerate the development of potential therapies for people suffering from the debilitating effects of migraine. Mentari is the 8th company founded on assets licensed from Paragon Therapeutics, a leader in biologics discovery and protein engineering. Paragon has a strong track record of discovering and optimizing best-in-class biologics including antibodies, bispecifics, ADC’s, and brain shuttles, enabling the development of potentially efficacious, safe therapies that maximize convenience for patients across a wide range of diseases.
Mentari was founded to rapidly advance potentially best-in-class therapies that provide freedom from migraine for millions of people and to provide a rapid value creation opportunity for investors. Migraine prevention has recently been enhanced by the development of CGRP-targeted therapies, which have revolutionized the migraine market. CGRP-targeted therapies are currently annualizing ~US$6 billion and are projected to grow to roughly US$11 billion over the next several years. Despite these advances, significant unmet need remains for those who suffer from migraine, as approximately 40-50% of patients treated with anti-CGRPs do not even achieve a 50% reduction in monthly migraine days. Fewer than one-third of patients achieve a 75% reduction. Mentari was created specifically to address these gaps.
Mentari’s pipeline has two parallel lead programs: MT-001 and MT-002.
MT-001 is a potentially best-in-class anti-PACAP monoclonal antibody. PACAP is a newly validated target that acts via a pathway independent of CGRP, so it has potential to deliver efficacy for patients who do not respond to CGRPs. This potent, half-life extended antibody was designed to deliver both high exposure against the target and convenient subcutaneous dosing. We expect to file a CTA or equivalent for MT-001 in mid-2026. With a clinical development plan built for expediency, we expect to deliver derisking phase 1 PK and early safety data from healthy volunteers in 2027, with phase 2a proof-of-concept data in chronic/episodic migraine coming in 2028.
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MT-002 is an anti-CGRP and anti-PACAP bispecific antibody. By simultaneously blocking these complementary and validated targets, we believe MT-002 has potential to deliver greater efficacy for patients than either anti-CGRP or anti-PACAP alone. MT-002 is also half-life extended, so it is expected to deliver high exposure against the targets with convenient subcutaneous dosing. We anticipate filing a CTA or equivalent for MT-002 in the first quarter of 2027, and we expect to deliver derisking phase 1 PK and early safety data from healthy volunteers by year end 2027.
Additional pipeline targets provide opportunities for novel combinations with our own potent, half-life extended CGRP antibody, MT-003, and two undisclosed targets, all in the migraine prevention space.
Mentari’s pipeline is supported by a strong financial foundation. Today we announced commitments for an oversubscribed private investment that is expected to result in total gross proceeds of approximately US$290 million. This private placement was led by Fairmount and joined by a syndicate of dedicated biotechnology investors.
As noted by Eric, the merger with InMed is expected to close in the second half of 2026. At that time and at the expected deal price, the combined company’s market capitalization is expected to be approximately US$421.4 million. The company’s combined cash position at closing is expected to fund operations through 2028. Importantly, this runway is expected to fund the combined company beyond key value inflection points for both MT-001 and MT-002.
On behalf of the Mentari Therapeutics team, we are grateful to Eric, Colin, and team for their partnership, and we look forward to continued collaboration through the completion of the deal. Back to you, Eric.
Eric A. Adams
President and CEO, InMed Pharmaceuticals
Thank you, Julie.
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This merger marks an exciting moment for both InMed Pharmaceuticals and Mentari Therapeutics, and it positions Mentari to develop innovative therapies intended to provide freedom from debilitating impacts of migraine. The merger and financing that we announced today are expected to provide resources for the advancement of Mentari’s pipeline. With MT-001 and MT-002 on track for de-risking phase 1 data in mid-2027 and by year end 2027, respectively, Mentari is well-positioned to deliver value to our investors following the merger and, most importantly, potentially transformative medicines to patients.
Thank you for joining us.
Operator
This concludes today’s conference call. A recording will be available on the company website later today. All parties may now disconnect.
[END OF TRANSCRIPT]
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