InMed Pharmaceuticals (NASDAQ: INM) clarifies Mentari merger structure and targets Q4 2026 closing
Rhea-AI Filing Summary
InMed Pharmaceuticals Inc. entered into Amendment No. 1 to its Agreement and Plan of Merger and Reorganization with Mentari Therapeutics, refining key aspects of their previously announced all‑stock business combination. The amendment clarifies the sequencing of the contemplated steps, including that InMed will change its name to “Mentari Therapeutics, Inc.” before closing, redomesticate from British Columbia to Nevada on the closing date but before the merger is filed, and complete any required Nasdaq reverse split before the first merger effective time.
The amendment also introduces a defined Company PIPE Amendment to allow potential additional pre‑closing private placement financing for Mentari and sets out how such financing would affect the exchange ratio between the parties. In addition, it confirms the intended U.S. tax treatment, stating that the two merger steps are expected to form a single “reorganization” under Section 368(a) of the Internal Revenue Code, and removes a prior contingency regarding a possible redomestication to the Cayman Islands.
Separately, InMed filed a registration statement on Form S‑4 on July 2, 2026 containing a preliminary joint proxy statement/prospectus and management information circular for the proposed transaction, which has board approval at both companies and is targeted to close in the fourth quarter of 2026, subject to shareholder approvals, effectiveness of the Form S‑4 and other customary conditions.
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Insights
Amendment tidies deal mechanics and tax treatment while Mentari merger advances toward a Q4 2026 close.
The amendment between InMed and Mentari mainly cleans up structure: it fixes the order of steps such as the name change to “Mentari Therapeutics, Inc.”, redomestication from British Columbia to Nevada, and any Nasdaq reverse split before the first merger effective time. These are technical but important to ensure regulatory and exchange compliance.
Introducing the Company PIPE Amendment concept signals flexibility to raise additional private financing for Mentari before closing and explains how that will feed into the exchange ratio. That can shift relative ownership between current InMed shareholders and Mentari stockholders, depending on actual financing. The clarification that the two merger steps are intended to qualify as a single tax reorganization under Section 368(a) may help preserve tax efficiency for U.S. holders, assuming conditions are met.
InMed has also filed a Form S‑4 with a preliminary joint proxy statement/prospectus and aims to close the merger in the fourth quarter of 2026, subject to shareholder approvals, SEC effectiveness of the Form S‑4, and customary closing conditions. Progress now depends on regulatory review and shareholder votes rather than further structural changes.
8-K Event Classification
Key Figures
Key Terms
Agreement and Plan of Merger and Reorganization regulatory
Form S-4 regulatory
exchange ratio financial
Company PIPE Amendment financial
Nasdaq Reverse Split financial
Section 368(a) of the Internal Revenue Code regulatory
FAQ
What did InMed Pharmaceuticals (INM) change in its merger agreement with Mentari Therapeutics?
How will the InMed (INM) and Mentari merger affect the company’s corporate structure and name?
What is the purpose of the Company PIPE Amendment in the InMed (INM) merger plan?
When is the InMed (INM) and Mentari merger expected to close?
What regulatory filing did InMed (INM) submit for the Mentari merger?
How is the InMed (INM)–Mentari merger intended to be treated for U.S. tax purposes?
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.
Amendment to Merger Agreement
On July 6, 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 Amendment No. 1 to the Agreement and Plan of Merger and Reorganization (the “Amendment”), which amends the Agreement and Plan of Merger and Reorganization, dated as of May 19, 2026 (as amended, the “Merger Agreement”), by and among the Company, the Merger Subs, and Mentari.
A description of the Merger Agreement prior to the Amendment and the transactions contemplated thereby (the “Merger”) was previously reported in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on May 19, 2026.
The Amendment (i) clarifies the sequencing of the Contemplated Transactions (as defined in the Merger Agreement), including by providing that the Company will effect a name change to “Mentari Therapeutics, Inc.” prior to the Closing Date (as defined in the Merger Agreement) and will redomesticate from the Province of British Columbia to the State of Nevada on the Closing Date but prior to the filing of the certificate of merger, and will effect the Nasdaq Reverse Split (as defined in the Merger Agreement), if any, prior to the First Effective Time (as defined in the Merger Agreement); (ii) introduces the concept of a Company PIPE Amendment (as defined in the Merger Agreement) to facilitate potential additional private placement financing of Mentari pre-closing and clarifies the impact of such additional potential financing on the Exchange Ratio (as defined in the Merger Agreement); and (iii) clarifies the intended tax treatment of the Merger by, among other things, removing the contingency relating to a potential redomestication of the Company to the Cayman Islands and confirming that the First Merger and the Second Merger (as such terms are defined in the Merger Agreement), taken together, are intended to constitute an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
Except as expressly modified by the Amendment, all terms and conditions of the Merger Agreement remain in full force and effect.
The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 2.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On July 6, 2026, the Company and Mentari issued a joint press release announcing the entry into the Amendment, as well as the filing on July 2, 2026 of a registration statement on Form S-4 (the “Form S-4”) containing a preliminary joint proxy statement/prospectus and management information circular with the SEC in connection with the proposed transaction contemplated therein.
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.
The information in this Item 7.01, including Exhibits 99.1, 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 of 1933, as amended (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 (including the relative ownership the Company’s shareholders in the combined company); expectations regarding the pre-closing financing (and additional proceeds thereunder, if any) and the closing thereof; the effectiveness of the Form S-4 and the timing of the special meeting of the Company’s shareholders; 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; 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.
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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 (as currently contemplated or as amended), 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.
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 Form S-4. In connection with the proposed transaction, the Company intends to file relevant materials with the SEC, including the Form S-4, which has not yet been declared effective.
THE COMPANY URGES INVESTORS AND SHAREHOLDERS TO READ THE REGISTRATION STATEMENT, INCLUDING THE PROXY STATEMENT/PROSPECTUS AND MANAGEMENT INFORMATION CIRCULAR 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’s most recent Annual Report on Form 10-K and subsequent reports filed with the SEC and certain Canadian securities regulators. Additional information regarding such persons and their interests in the proposed transaction is included in the Form S-4 and accompanying proxy statement/prospectus and management information circular relating to the proposed transaction that is filed with the SEC, which has not yet been declared effective. These documents can be obtained free of charge from the sources indicated above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 2.2 | Amendment No.1 to the Agreement and Plan of Merger and Reorganization, dated as of July 6, 2026, by and among InMed Pharmaceuticals Inc., Indigo Merger Sub Corp., Indigo Merger Sub II, LLC and Mentari Therapeutics, Inc. | |
| 99.1 | Press Release, issued on July 6, 2026 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |
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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: July 10, 2026 | Name: | Eric A. Adams |
| Title: | President & CEO | |
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Exhibit 99.1
InMed Pharmaceuticals and Mentari Therapeutics Announce Amendment to Merger Agreement and Filing of Registration Statement on Form S-4
Vancouver, British Columbia and San Francisco, California--(Newsfile Corp. - July 6, 2026) - InMed Pharmaceuticals, Inc. (NASDAQ: INM) (“InMed” or the “Company”) today announced that it has entered into an amendment (the “Amendment”) to the previously announced 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 I, LLC, a wholly-owned subsidiary of InMed. InMed also announced that it has filed a registration statement on Form S-4 (the “S-4”) with the U.S. Securities and Exchange Commission (the “SEC”) containing a preliminary proxy statement/prospectus and management information circular in connection with the proposed merger (as amended, the “Merger”) and related transactions contemplated by the Agreement (the Merger together with such related transactions, the “Contemplated Transactions”).
Amendment to the Agreement
The Amendment, among other things, (i) clarifies the sequencing of the Contemplated Transactions, (ii) reflects clarifications regarding the impact of the pre-closing financing on the exchange ratio , and (iii) clarifies the intended tax treatment of the Merger. Except as specifically modified by the Amendment, the Agreement remains in full force and effect.
The Merger has received approval by the Boards of Directors of InMed and Mentari and is expected to close in the fourth quarter of 2026, subject to certain closing conditions, including, among others, approval by the shareholders of InMed and the stockholders of Mentari, the effectiveness of the S-4, and the satisfaction of other customary closing conditions.
For further information regarding the Merger, refer to the Company’s press release dated May 19, 2026.
Filing of Registration Statement on Form S-4
InMed filed on July 2, 2026 the S-4 containing a preliminary proxy statement/prospectus and management information circular with the SEC in connection with the Merger. The S-4 outlines the strategic rationale and merits of the Merger, as well as the processes undertaken by InMed and Mentari and their respective Boards of Directors in reaching their recommendations. While the S-4 has not yet become effective and the information contained therein is subject to change (including in respect of the Amendment), it provides important information about the Contemplated Transactions. Once declared effective by the SEC, a date for a special meeting for InMed shareholders to approve the proposals associated with the transaction will be set, and the definitive proxy statement/prospectus and management information circular will be mailed to InMed shareholders prior to the vote. The S-4 is available through the SEC’s EDGAR system at www.sec.gov and the preliminary proxy statement/prospectus and management information circular contained therein will also be available on the System for Electronic Document Analysis and Retrieval + (SEDAR+).
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.
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 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 Merger and the Private Placement, the expected benefits, opportunities and market potential of the Merger and the effectiveness of the S-4 and the timing of the special meeting of InMed shareholders. 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 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 shareholders of InMed and stockholders of Mentari and the effectiveness of the S-4 filed with the SEC in connection with the 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
In connection with the Merger, InMed has filed the S-4 with the SEC that contains a preliminary proxy statement/prospectus and management information circular relating to the Merger, which has not yet been declared effective. This press release is not a substitute for the S-4, proxy statement/prospectus and management information circular or any other document that InMed may file with the SEC in connection with the Merger.
INVESTORS AND SECURITY HOLDERS OF INMED AND MENTARI ARE URGED TO READ THE S- 4, PROXY STATEMENT/PROSPECTUS AND MANAGEMENT INFORMATION CIRCULAR 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 MERGER AND RELATED MATTERS.
Investors and security holders will be able to obtain free copies of the S-4, proxy statement/prospectus and management information circular 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 shareholders in connection with the Merger. 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 and certain Canadian securities regulators. 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 Merger, including a description of their direct or indirect interests, by security holdings or otherwise, is included in the S-4 and proxy statement/prospectus filed with the SEC, which has not yet been declared effective.
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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
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/304152
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