false
2026-11-03
0001728328
InMed Pharmaceuticals Inc.
0001728328
2026-11-03
2026-11-03
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 3, 2026
INMED PHARMACEUTICALS INC.
(Exact name of registrant as specified in its charter)
|
British Columbia
|
001-39685
|
98-1428279
|
| (State or other jurisdiction |
(Commission |
(IRS Employer |
| of incorporation) |
File Number) |
Identification No.) |
Suite 1445 – 885 West Georgia Street
Vancouver, British Columbia, Canada
V6C 3E8
(Address of principal executive offices) (ZIP Code)
Registrant’s telephone number, including area code: (604) 669-7207
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbols |
|
Name of each exchange on which registered |
|
Common Shares, no par value
|
|
INM
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The Nasdaq Stock Market LLC
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).
Emerging growth company ☑
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On November 3, 2026, the Company reported financial results for the first quarter of the fiscal year 2027 which ended September 30, 2026.
The information set forth in this Item 7.01, including Exhibits 99.1, is being furnished and 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. The information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
The following exhibits shall be deemed to be furnished, and not filed:
Exhibit
No. |
|
Description |
| |
|
| 99.1 |
|
News release, dated November 03, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document and included as Exhibit 101) |
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. |
| |
|
|
| Date: November 3, 2026 |
By: |
/s/ Eric A Adams |
| |
|
Eric A Adams
President & CEO |
InMed Reports First Quarter Fiscal 2027 Financial Results and Provides Corporate Update
Vancouver, British Columbia--(Newsfile Corp. - November 3, 2026) - InMed Pharmaceuticals Inc. (NASDAQ: INM) ("InMed" or the "Company"), a pharmaceutical company focused on developing a pipeline of proprietary small molecule drug candidates for diseases with high unmet medical needs, today reported financial results for its first quarter of fiscal 2027, ended September 30, 2026, and provided a corporate update.
The Company's full financial statements and related MD&A for the quarter ended September 30, 2026, are available at www.inmedpharma.com, www.sedarplus.ca and www.sec.gov.
"We are approaching an important milestone in our proposed merger with Mentari Therapeutics, with our annual general and special meeting scheduled for November 4, 2026," commented Eric A. Adams, InMed President and CEO. "Our focus remains on completing the transaction, which we believe provides shareholders with an opportunity to participate in the development of Mentari's migraine prevention pipeline. In parallel, we continue to pursue opportunities to realize value from InMed's legacy pharmaceutical assets for our shareholders through the proposed contingent value rights structure."
Corporate Update
Proposed Merger with Mentari Therapeutics
InMed continues to work toward completing its proposed merger with Mentari Therapeutics, Inc. ("Mentari"), a privately held biotechnology company developing therapies for migraine prevention. Following completion of the transaction, the combined company is expected to operate under the Mentari Therapeutics name and seek to trade on the Nasdaq Capital Market under the ticker symbol "MTRI," subject to Nasdaq approval.
Mentari has announced private placements totaling approximately US$490 million in expected aggregate gross proceeds in connection with the transaction. This financing is expected to support operations into 2029, including through Phase 2a readouts for both of Mentari's lead PACAP-targeted programs.
The proposed merger is expected to close in the fourth quarter of calendar 2026, subject to the satisfaction or waiver of the remaining closing conditions, including the required shareholder approvals.
Annual General and Special Meeting - November 4, 2026
InMed's annual general and special meeting of shareholders is scheduled for November 4, 2026, at 12:00 p.m. Eastern Time. Shareholders will be asked to consider proposals necessary to complete the proposed merger and related transactions, together with customary annual meeting business.
The definitive proxy statement/prospectus and management information circular provides details of the transaction, the proposals to be considered and instructions for voting. Shareholders are encouraged to review these materials carefully and submit their votes before the applicable voting deadline. InMed's Board of Directors recommends that shareholders vote "FOR" the proposals described in the meeting materials.
Nasdaq Compliance Update
On September 16, 2026, InMed received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that its shareholders' equity of $1,075,007, as reported in its Annual Report on Form 10-K for the fiscal year ended June 30, 2026, was below the $2.5 million minimum required under Nasdaq Listing Rule 5550(b)(1). The notice had no immediate effect on the listing of the Company's common shares, and Nasdaq provided the Company with 45 calendar days to submit a plan to regain compliance.
On October 30, 2026, the Company submitted its compliance plan and Nasdaq indicated that it had accepted the compliance plan, and determined that InMed has until March 15, 2027, to regain compliance with Nasdaq Listing Rule 5550(b)(1). The Company expects completion of the proposed merger with Mentari and the associated pre-closing financing to enable it to regain compliance with the minimum shareholders' equity requirement. There can be no assurance that Nasdaq will accept the Company's plan or that the Company will regain compliance within any granted extension period.
InMed Pharmaceutical Assets
During the quarter, InMed completed a pre-IND meeting with the FDA and reached alignment on the next steps in the development of INM-901 in the treatment of Alzheimer's disease.
InMed continues to pursue potential divestiture, licensing and other strategic opportunities for its legacy pharmaceutical programs: INM-901 for Alzheimer's disease, INM-089 for dry age-related macular degeneration and INM-755 for dermatological indications.
The proposed merger transaction includes a contingent value rights ("CVR") structure intended to allow eligible InMed shareholders to participate in potential proceeds from the future monetization of these assets, subject to the terms of the CVR agreement. There can be no assurance that an asset transaction will be completed or that any payments will be made under the CVRs.
Financial Commentary
The Company's research and development expenses were $0.2 million for the three months ended September 30, 2026, compared with $0.6 million for the three months ended September 30, 2025. The decrease is primarily due to a reduction in operating activity resulting from the pending Merger.
The Company incurred general and administrative expenses of $1.8 million for the three months ended September 30, 2026, compared with $1.2 million for the same period in 2025.
As of September 30, 2026, the Company's cash and cash equivalents were $1.0 million, compared with $2.2 million as of June 30, 2026. The Company continues to closely monitor expenses while working toward completing the proposed merger with Mentari and pursuing strategic opportunities for its legacy pharmaceutical assets.
Based on current forecasts, the Company expects its available cash to fund planned operating expenses and capital expenditures into mid-November, depending on the level and timing of expenditures and the timing of completion of the proposed merger.
InMed Pharmaceuticals Inc.
CONDENSEDCONSOLIDATEDBALANCESHEETS
Expressed in U.S. Dollars
| |
|
September 30, |
|
|
June 30, |
|
| |
|
2026 |
|
|
2026 |
|
| |
|
Unaudited |
|
|
$ |
|
| |
|
$ |
|
| ASSETS |
|
|
|
|
|
|
| Current |
|
|
|
|
|
|
| Cash and cash equivalents |
|
1,094,488 |
|
|
2,194,413 |
|
| Short-term investments |
|
40,331 |
|
|
39,670 |
|
| Prepaidsand other current assets |
|
99,682 |
|
|
241,296 |
|
| Held for sale equipment |
|
17,583 |
|
|
20,000 |
|
| Current assetsof discontinued operations |
|
11,355 |
|
|
181,327 |
|
| Total current assets |
|
1,263,439 |
|
|
2,676,706 |
|
| |
|
|
|
|
|
|
| Non-Current |
|
|
|
|
|
|
| Property, equipment and ROU assets, net |
|
- |
|
|
221,037 |
|
| Other assets |
|
42,423 |
|
|
132,324 |
|
| Total Assets |
|
1,305,862 |
|
|
3,030,067 |
|
| |
|
|
|
|
|
|
| LIABILITIES AND SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
| Current |
|
|
|
|
|
|
| Accountspayable and accrued liabilities |
|
2,493,903 |
|
|
1,843,327 |
|
| Current liabilitiesof discontinued operations |
|
11,355 |
|
|
111,733 |
|
| Total Liabilities |
|
2,505,258 |
|
|
1,955,060 |
|
| Commitments and Contingencies (Note 8) |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| Shareholders' Equity |
|
|
|
|
|
|
| Common shares, no par value, unlimited authorized shares: 5,493,735 and 5,339,436 asof September 30, 2026 and June 30, 2026, respectively, issued and outstanding |
|
94,408,309 |
|
|
94,282,698 |
|
| Additional paid-in capital |
|
36,824,910 |
|
|
36,894,146 |
|
| Accumulated deficit |
|
(132,561,184 |
) |
|
(130,230,406 |
) |
| Accumulated other comprehensive income |
|
128,569 |
|
|
128,569 |
|
| Total Shareholders' Equity |
|
(1,199,396 |
) |
|
1,075,007 |
|
| Total Liabilities and Shareholders' Equity |
|
1,305,862 |
|
|
3,030,067 |
|
InMed Pharmaceuticals Inc.
CONDENSEDCONSOLIDATEDSTATEMENTS OFOPERATIONS (UNAUDITED)
Expressed in U.S. Dollars
| |
|
For the Three Months Ended |
|
| |
|
September 30, |
|
| |
|
2026 |
|
|
2025 |
|
| |
|
$ |
|
|
$ |
|
| Operating Expenses |
|
|
|
|
|
|
| Research and development |
|
206,015 |
|
|
575,458 |
|
| General and administrative |
|
1,804,625 |
|
|
1,239,058 |
|
| Amortization and depreciation |
|
168 |
|
|
52,603 |
|
| Foreign exchange loss |
|
(1,488 |
) |
|
56,994 |
|
| Total operating expenses |
|
2,009,320 |
|
|
1,924,113 |
|
| |
|
|
|
|
|
|
| Other Income (Expense) |
|
|
|
|
|
|
| Interest and other income |
|
14,308 |
|
|
93,765 |
|
| Loss from continuing operations before taxes |
|
(1,995,012 |
) |
|
(1,830,348 |
) |
| |
|
|
|
|
|
|
| Income tax expense |
|
- |
|
|
- |
|
| Net loss from continuing operations |
|
(1,995,012 |
) |
|
(1,830,348 |
) |
| |
|
|
|
|
|
|
| Discontinued operations: |
|
|
|
|
|
|
| Income (Loss) from discontinued operations |
|
(335,766 |
) |
|
103,449 |
|
| |
|
|
|
|
|
|
| Net Loss |
|
(2,330,778 |
) |
|
(1,726,899 |
) |
| |
|
|
|
|
|
|
| Net loss per share for the year |
|
|
|
|
|
|
| Basic and diluted: |
|
|
|
|
|
|
| Continuing operations |
|
(0.36 |
) |
|
(0.46 |
) |
| Discontinued operations |
|
(0.06 |
) |
|
0.03 |
|
| |
|
|
|
|
|
|
| Net lossper share attributable to Common Stockholders - basic and diluted |
|
(0.42 |
) |
|
(0.44 |
) |
| Weighted average outstanding common shares |
|
|
|
|
|
|
| Basic and diluted |
|
5,469,448 |
|
|
3,954,549 |
|
InMed Pharmaceuticals Inc.
CONDENSEDCONSOLIDATEDSTATEMENTS OFCASHFLOWS (UNAUDITED)
Expressed in U.S. Dollars
| |
|
For the Three Months |
|
| |
|
Ended September 30, |
|
| |
|
2026 |
|
|
2025 |
|
| |
|
$ |
|
|
$ |
|
| Cash provided by (used in): |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| Operating Activities |
|
|
|
|
|
|
| Net loss |
|
(2,330,778 |
) |
|
(1,726,899 |
) |
| Itemsnot requiring cash: |
|
|
|
|
|
|
| Amortization and depreciation |
|
168 |
|
|
53,202 |
|
| Share-based compensation |
|
16,375 |
|
|
20,205 |
|
| Amortization of right-of-use assets |
|
220,869 |
|
|
103,478 |
|
| Interest income received on short-term |
|
(661 |
) |
|
- |
|
| Unrealized foreign exchange loss |
|
- |
|
|
1,883 |
|
| Changesin operating assetsand liabilities: |
|
|
|
|
|
|
| Prepaidsand other currentsassets |
|
141,614 |
|
|
131,875 |
|
| Other non-current assets |
|
89,901 |
|
|
- |
|
| Accountspayable and accrued liabilities |
|
650,577 |
|
|
(389,881 |
) |
| Lease obligations |
|
- |
|
|
(107,412 |
) |
| Operating cash flow used by discontinued operations |
|
69,593 |
|
|
(17,254 |
) |
| Total cash used in operating activities |
|
(1,142,342 |
) |
|
(1,930,803 |
) |
| |
|
|
|
|
|
|
| Investing Activities |
|
|
|
|
|
|
| Sale of held for sale equipment |
|
2,417 |
|
|
- |
|
| Sale of short-term investments |
|
- |
|
|
20,957 |
|
| Purchase of short-term investments |
|
- |
|
|
(20,957 |
) |
| Total cash provided by investing activities |
|
2,417 |
|
|
- |
|
| |
|
|
|
|
|
|
| Financing Activities |
|
|
|
|
|
|
| Proceedsfrom the exercise of warrants |
|
40,000 |
|
|
- |
|
| Share issuance costs |
|
- |
|
|
(137,178 |
) |
| Total cash provided by (used in) financing activities |
|
40,000 |
|
|
(137,178 |
) |
| |
|
|
|
|
|
|
| Decrease in cash and cash equivalents during the period |
|
(1,099,925 |
) |
|
(2,067,981 |
) |
| Cash and cash equivalents beginning of the period |
|
2,194,413 |
|
|
10,743,430 |
|
| Cash and cash equivalents end of the period |
|
1,094,488 |
|
|
8,675,449 |
|
| |
|
|
|
|
|
|
| SUPPLEMENTARY CASH FLOW INFORMATION: |
|
|
|
|
|
|
| Cash paid during the period for: |
|
- |
|
|
- |
|
| Income taxes |
|
- |
|
$ |
- |
|
| Interest |
|
- |
|
$ |
- |
|
About InMed
InMed Pharmaceuticals 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.
Investor Contact:
Colin Clancy
Vice President, Investor Relations
and Corporate Communications
T: +1.604.416.0999
E: ir@inmedpharma.com
Cautionary Note Regarding Forward-Looking Information:
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable securities laws. Forward-looking information is based on management's current expectations and beliefs and is subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Without limiting the foregoing, forward-looking information in this news release includes, but is not limited to, statements regarding the proposed merger with Mentari, including the anticipated timing and completion of the merger and other contemplated transactions; the expected aggregate proceeds from the pre-closing financing; the anticipated outcome of Nasdaq's review of the Company's compliance plan and the Company's ability to regain compliance with Nasdaq's minimum shareholders' equity requirement, including through completion of the proposed merger with Mentari and the associated pre-closing financing; the expected cash runway of the company; the potential future monetization of INM-901,INM-089 and INM-755; the Company's efforts to identify strategic opportunities for INM-901, INM-089 and INM-755 and the expected nature, focus and operations of the company following the merger.
With respect to the forward-looking information contained in this news release, InMed has made numerous assumptions regarding, among other things: the ability to obtain all necessary regulatory approvals on a timely basis, or at all; the satisfaction or waiver of the conditions to the completion of the proposed merger with Mentari, including the receipt of required shareholder and stockholder approvals; and continued economic and market stability. While InMed considers these assumptions to be reasonable, these assumptions are inherently subject to significant business, economic, competitive, market and social uncertainties and contingencies.
Additionally, there are known and unknown risk factors that could cause InMed's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein. A complete discussion of the risks and uncertainties facing InMed's stand-alone business is disclosed in InMed's Annual Report on Form 10-K, as may be updated from time to time by InMed's Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission available at www.sec.gov.
All forward-looking information herein is qualified in its entirety by this cautionary statement, and InMed disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.
No Offer or Solicitation
This communication is for informational purposes only and does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, or the solicitation of any vote 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. Without limiting the foregoing, this communication does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in connection with any private placement or other financing by Mentari or InMed. Any such securities have not been and will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an applicable exemption therefrom.
Important Additional Information About the Merger and Where to Find It
In connection with the proposed merger, InMed has filed with the SEC a registration statement on Form S-4 that includes a preliminary proxy statement/prospectus of InMed and a management information circular and will file other relevant documents with the SEC and applicable Canadian securities regulators. The Form S-4 has not yet become effective. After the Form S-4 is declared effective, InMed will mail a definitive proxy statement/prospectus and management information circular to its shareholders and to Mentari's stockholders. INVESTORS AND SECURITYHOLDERS OF INMED AND MENTARI ARE URGED TO READ THE FORM S-4, THE PROXY STATEMENT/PROSPECTUS AND MANAGEMENT INFORMATION CIRCULAR (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS) AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC AND CANADIAN SECURITIES REGULATORS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT INMED, MENTARI, THE MERGER AND RELATED MATTERS. Investors and securityholders may obtain free copies of these documents (when available) through the SEC's website at www.sec.gov, on SEDAR+ at www.sedarplus.ca, or from InMed at inmedpharma.com/investors.
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 and Mentari's stockholders in connection with the proposed merger. Information regarding InMed's directors and executive officers and a description of their direct and indirect interests, by security holdings or otherwise, is set forth in InMed's most recent annual report on Form 10-K and its other filings with the SEC and on SEDAR+. Additional information regarding the participants and their interests is or will be contained in the proxy statement/prospectus and management information circular and other relevant materials filed or to be filed with the SEC and Canadian securities regulators. These documents may be obtained free of charge as described above.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/322203
