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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):
July 22, 2026
INMED PHARMACEUTICALS INC.
(Exact name of registrant as specified in its charter)
| British Columbia, Canada |
|
001-39685 |
|
98-1428279 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
Suite 1445 – 885 West Georgia St.
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:
| ☒ |
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 Symbol(s) |
|
Name of each exchange on which registered |
| Common Shares, no par value |
|
INM |
|
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 July 22, 2026, Mentari Therapeutics, Inc. issued a press release
announcing the entry into the Amendment (as described in Item 8.01 of this Current Report on Form 8-K). 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 website referenced in the press release is not incorporated herein by reference.
The information in this Item 7.01, including Exhibit 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.
Item 8.01 Other Events.
As previously reported, on May 19, 2026, InMed Pharmaceuticals Inc.,
a company incorporated under the laws of the Province of British Columbia (the “Company” or “InMed”),
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 (as amended to date, 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”). In connection with the Merger,
and concurrently with the execution of the Merger Agreement, Mentari and certain investors (the “Original Investors”)
entered into a Securities Purchase Agreement, dated as of May 19, 2026 (the “Securities Purchase Agreement”), pursuant
to which the Original Investors agreed to purchase from Mentari, immediately prior to the effective time of the First Merger (the “First
Effective Time”), shares of Mentari’s common stock and pre-funded warrants to purchase shares of Mentari’s common
stock in a private placement (the “Pre-Closing Financing”). A form of the Securities Purchase Agreement was filed as
Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”)
on May 19, 2026.
On July 22, 2026, Mentari entered into Amendment No. 1 to the Securities
Purchase Agreement (the “Amendment”) with certain of the Original Investors and certain additional investors
(the “New Investors”), pursuant to which they agreed to purchase, immediately prior to the First Effective Time, an
aggregate of $200 million in additional shares of Mentari’s common stock (the “Additional Shares”) and/or additional
pre-funded warrants to purchase shares of Mentari’s common stock (the “Additional Pre-Funded Warrants” and, together
with the Additional Shares, the “Additional Securities”). The per share purchase price for the Additional Shares is
equal to 152.80% of the per share purchase price applicable to the shares of Mentari’s common stock issuable to the Original Investors
under the Securities Purchase Agreement, and the per warrant purchase price for the Additional Pre-Funded Warrants is equal to such per
share purchase price for the Additional Shares minus $0.0001. As amended, the Pre-Closing Financing is expected to extend Mentari's cash
runway into 2029 and through Phase 2a readout on each of the two PACAP-targeted lead programs, including MT-002. Additionally, it supports
the clinical development of Mentari’s broader migraine prevention pipeline.
Consistent with the treatment of the other securities issued in the
Pre-Closing Financing, the Additional Shares and the Additional Pre-Funded Warrants will be converted into common shares of the Company
and pre-funded warrants to acquire common shares of the Company, respectively, in accordance with the terms of the Merger Agreement, at
the First Effective Time. The proceeds received by Mentari in the Pre-Closing Financing, excluding proceeds from the sale of the Additional
Securities and shares issuable in connection therewith, are a component of the valuation framework used to determine the exchange ratio
determined under the Merger Agreement (the “Exchange Ratio”), as described in the Company’s filings with the
SEC, including the Company’s Registration Statement on Form S-4 filed on July 2, 2026 and the amendment to the Merger Agreement
filed on July 6, 2026. Pursuant to the Exchange Ratio formula in the Merger Agreement, upon the closing of the Merger (immediately following
closing of the Pre-Closing Financing), on a pro forma basis and based upon the number of common shares of the Company expected to be issued
in the Merger, pre-Merger Mentari stockholders will own approximately 98.85% of the combined company and pre-Merger InMed shareholders
will own approximately 1.15% of the combined company. Following the completion of the Merger, the total shares of common stock of the
combined on an as-converted / as-exercised basis is expected to be approximately 601,195,812.
Except as amended by the Amendment, the Securities Purchase Agreement
remains in full force and effect. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety
by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
herein by reference.
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 Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”))
concerning the Company, Mentari, the proposed Merger, the Pre-Closing Financing and related matters. These forward-looking statements
include express or implied statements relating to the structure, timing and completion of the proposed Merger and the Pre-Closing Financing
(including the sale of the Additional Securities); expectations regarding the use of proceeds; the sufficiency of resources to support
the advancement of Mentari’s pipeline through certain milestones and the time period over which resources will be sufficient to
fund Mentari’s anticipated operations; expectations regarding the ownership structure 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.
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.
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 contains a proxy statement/prospectus and management
information circular. In connection with the proposed transaction, the Company has filed and 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 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 definitive proxy statement. Additional information regarding such persons and their interests in the proposed
transaction is or will be included in the proxy statement/prospectus relating to the proposed transaction filed with the SEC. 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 |
| 10.1* |
|
Amendment No. 1 to Securities Purchase Agreement, dated as of July 22, 2026, by and among Mentari Therapeutics, Inc. and the investors party thereto |
| 99.1 |
|
Press Release, issued on July 22, 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. |
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) |
| |
|
|
| Date: July 22, 2026 |
By: |
/s/ Eric A. Adams |
| |
Name: |
Eric A. Adams |
| |
Title: |
President & CEO |
Exhibit 99.1
Mentari Therapeutics Announces $200 Million
Private Placement for Migraine Prevention Pipeline
WALTHAM, Mass., July 22, 2026 – Mentari
Therapeutics, Inc. (“Mentari”), a privately-held biotechnology company developing therapies for migraine prevention,
today announced a $200 million private placement to leading healthcare investors. The proceeds from the private placement will
enable the continued development of Mentari’s pipeline of targeted biologics aimed at improving outcomes for people living
with migraines.
Key transaction details for the private placement include:
| |
● |
The additional $200 million private placement consisted of common stock and pre-funded warrants to purchase common stock (the “Private Placement”). |
| |
● |
Investors include Fairmount, ADAR1 Capital Management, Venrock Healthcare Capital Partners, Sirenia Capital Management LP, Janus Henderson Investors, Blackstone Multi-Asset Investing, RTW Investments, Deep Track Capital, Vivo Capital, Commodore Capital, BB Biotech, and other leading healthcare investors. |
| |
● |
The financing, based on current plans, extends Mentari’s cash runway into 2029 and through phase 2a readout on each of the two PACAP-targeted lead programs, including MT-002. Additionally, it supports the clinical development of Mentari’s broader migraine prevention pipeline. |
| |
● |
The Private Placement is expected to close immediately prior to the completion of Mentari’s merger with InMed Pharmaceuticals, Inc. (Nasdaq: INM) (the “Merger”) and concurrently with the previously announced $290 million private placement (the “Initial Private Placement”). The combined company will continue to operate under the Mentari Therapeutics name and trade on the Nasdaq Capital Market under a new ticker symbol. |
| |
● |
Following the completion of
the Merger, the Initial Private Placement and the Private Placement, the estimated total number of shares of common stock
outstanding of the combined company on an as-converted / as-exercised basis is expected to be approximately 601,195,812. |
Jefferies, TD Cowen, Stifel and Guggenheim Securities, are acting as
the placement agents.
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
This press release contains “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the
Securities Exchange Act of 1934, as amended, including, without limitation, statements regarding the proposed merger of InMed Pharmaceuticals
Inc. (“InMed”) and Mentari Therapeutics, Inc. (“Mentari”) and related private financing; the expected timing,
completion and anticipated benefits of the merger and private financing; the expected proceeds from investors in the private financing;
expectations regarding the use of proceeds, the sufficiency of resources to support the advancement of Mentari’s pipeline through
certain milestones and the time period over which resources will be sufficient to fund Mentari’s anticipated operations; the combined
company operating under the name Mentari Therapeutics, Inc.; the anticipated timing of regulatory filings for, and the development, potential
benefits and therapeutic potential of, MT-001 and MT-002; and the strategy, plans, objectives and leadership of Mentari and the combined
company. Words such as “anticipate,” “believe,” “expect,” “intend,” “plan,”
“potential,” “will” and similar expressions identify forward-looking statements. These statements are based on
current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including, among
others: the risk that the merger may not be completed on the anticipated timeline or at all; the failure to obtain the required InMed
shareholder and Mentari stockholder approvals or to satisfy other closing conditions, including effectiveness of the registration statement
on Form S-4; the risk that any concurrent financing is not completed on the expected terms or at all; risks relating to the redomestication,
reverse stock split and Nasdaq continued-listing requirements; risks inherent in preclinical and clinical development, the regulatory
review and approval process and commercialization of product candidates; and the other risks described in InMed’s filings with the
U.S. Securities and Exchange Commission (the “SEC”) and applicable Canadian securities regulators, including the Form S-4
and the proxy statement/prospectus and management information circular relating to the merger. Because forward-looking statements are
inherently subject to risks and uncertainties, you should not rely on them as predictions of future events. Except as required by law,
neither InMed nor Mentari undertakes any obligation to update any forward-looking statement.
No Offer or Solicitation
This press release 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 press release 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 / Form 40-F, as applicable]
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.
Media Contact
Lia Dangelico
Deerfield Group
lia.dangelico@deerfieldgroup.com
540-303-0180
