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InMed (INM) slashes Armistice option exercise price from $16.60 to $0.80

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

InMed Pharmaceuticals Inc. entered into an amending agreement with Armistice Capital Master Fund to change the terms of certain preferred investment options originally issued on October 26, 2023. These options give Armistice the right to purchase up to 278,761 common shares.

The exercise price for these preferred investment options is being reduced from $16.60 per share to $0.80 per share. The options were issued in a private placement under Section 4(a)(2) of the Securities Act and Regulation D, and there is no assurance any of the options will be exercised.

Positive

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Insights

InMed sharply lowers the exercise price on Armistice’s preferred investment options, increasing the likelihood they are exercised.

InMed has amended Armistice’s preferred investment options covering up to 278,761 common shares, cutting the exercise price from $16.60 to $0.80 per share. These securities were originally issued in an exempt private placement under Section 4(a)(2) and Regulation D.

If Armistice chooses to exercise, InMed would receive cash proceeds per share at the new exercise price while issuing new stock, which would add to the public float. Actual impact depends on how many options are exercised, and the company explicitly notes there is no assurance that any will be exercised.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares under options 278,761 shares Maximum common shares purchasable under Armistice preferred investment options
Original exercise price $16.60 per share Initial Armistice preferred investment option exercise price after 1-for-20 share consolidation
Amended exercise price $0.80 per share New Armistice preferred investment option exercise price as of May 18, 2026
Original option date October 26, 2023 Date of issuance of Armistice preferred investment options
Press release date May 19, 2026 Date InMed announced amendment to Armistice preferred investment options
preferred investment options financial
"pursuant to the terms of certain preferred investment options dated October 26, 2023 issued to Armistice"
Preferred investment options are choices that typically offer a safer and more stable way to grow or protect your money, often providing consistent returns or income. They matter to investors because they can help balance risk and reward, serving as a reliable foundation in an investment portfolio—similar to choosing a well-established route over a risky shortcut.
private placement financial
"The Armistice Preferred Investment Options were offered in a private placement pursuant to Section 4(a)(2)"
A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.
Section 4(a)(2) of the Securities Act of 1933 regulatory
"offered in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended"
Regulation D regulatory
"and Regulation D promulgated thereunder"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
forward-looking information regulatory
"This news release contains "forward-looking information" and "forward-looking statements""
Forward-looking information are predictions, plans, estimates or expectations about a company’s future performance, results or events, such as sales forecasts, project timelines, or anticipated costs. It matters to investors because these statements guide expectations but rely on assumptions and uncertain factors—like a weather forecast for a business—so investors should treat them as informed guesses rather than guarantees and consider the risks and possible changes behind the numbers.
Understanding 8-K Material Events →
false 2026-05-18 0001728328 InMed Pharmaceuticals Inc. 0001728328 2026-05-18 2026-05-18

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): May 18, 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:

☐ 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   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 1.01 Entry into a Material Definitive Agreement.

As previously reported, pursuant to the terms of certain preferred investment options dated October 26, 2023 (the "Armistice Preferred Investment Options"), InMed Pharmaceuticals Inc. (the "Company") provided Armistice Capital Master Fund Ltd. ("Armistice") with the right to subscribe for and purchase from the Company up to 278,761 common shares in the capital of the Company at an exercise price per common share of $16.60, subject to adjustment (the "Armistice Exercise Price"). The Armistice Exercise Price reflects the proportional adjustment to the original exercise price of $0.83 per common share as a result of the Company's previously completed 1-for-20 share consolidation. The Armistice Preferred Investment Options were offered in private placements pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation D promulgated thereunder.

On May 18, 2026, the Company entered into a preferred investment option amending agreement (the "Armistice Preferred Investment Option Amending Agreement") with Armistice to amend the Armistice Exercise Price contained in the Armistice Preferred Investment Options from $16.60 to $0.80.

The foregoing description of the Armistice Preferred Investment Option Amending Agreement is not complete and is qualified in its entirety by the full text of the Armistice Preferred Investment Option Amending Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this "Report") and incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 1.01 of this Report is incorporated by reference herein.

Item 8.01 Other Events.

On May 19, 2026, the Company issued a press release announcing the amendment to the Armistice Preferred Investment Options. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The press release contains forward-looking statements and includes cautionary statements identifying important factors that could cause actual results to differ materially from those in the forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.   Description
   
10.1   Armistice Preferred Investment Option Amending Agreement
99.1   Press Release
104   Cover Page Interactive Data File (embedded within the Inline XBRL document and included as Exhibit 101)

2


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: May 19, 2026 By: /s/ Eric A Adams
    Eric A Adams
President & CEO

3

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 Amends Preferred Investment Options

Vancouver, BC - May 19, 2026 - InMed Pharmaceuticals Inc. ("InMed" or the "Company") (Nasdaq: INM), a pharmaceutical company focused on developing a pipeline of proprietary small molecule drug candidates for diseases with high unmet medical needs, today announces that it has entered into an amending agreement with Armistice Capital Master Fund Ltd. ("Armistice") in respect of certain outstanding preferred investment options held by Armistice.

As previously reported, pursuant to the terms of certain preferred investment options dated October 26, 2023 issued to Armistice (the "Armistice Preferred Investment Options"), the Company provided Armistice with the right to subscribe for and purchase from the Company up to 278,761 common shares in the capital of the Company at an exercise price per common share of $16.60, subject to adjustment (the "Armistice Exercise Price").

The Company has entered into an amending agreement with Armistice in respect of the Armistice Preferred Investment Options to amend the Armistice Exercise Price from $16.60 to $0.80. The Armistice Preferred Investment Options were offered in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder. No assurance can be given that any of the Armistice Preferred Investment Options will be exercised.

For further information, please see the Company's filings with the Securities and Exchange Commission, including the Company's Current Reports on Form 8-K filed with the Securities and Exchange Commission from time to time.

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 about the exercise of the Armistice Preferred Investment Options prior to their expiration.

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; 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 which 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, InMed's Quarterly Report on Form 10-Q and other filings with the Security and Exchange Commission on 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.

Source: View Original Filing on SEC EDGAR

FAQ

What change did InMed (INM) make to Armistice’s preferred investment options?

InMed amended Armistice’s preferred investment options to lower the exercise price from $16.60 to $0.80 per common share. The options still cover up to 278,761 shares, but the new terms may make exercising them more attractive to Armistice.

How many InMed (INM) shares are covered by the Armistice preferred investment options?

The Armistice preferred investment options give Armistice the right to purchase up to 278,761 common shares of InMed. These options were originally issued on October 26, 2023 and remain outstanding, now with a revised exercise price of $0.80 per share.

Will InMed (INM) definitely receive cash from the amended Armistice options?

There is no certainty InMed will receive cash from these options. The company states that no assurance can be given that any of the Armistice preferred investment options will be exercised before they expire, so proceeds depend entirely on Armistice’s decisions.

Under what securities law exemptions were InMed’s (INM) Armistice options issued?

The Armistice preferred investment options were issued in a private placement relying on Section 4(a)(2) of the Securities Act of 1933 and Regulation D. These exemptions allow sales to certain investors without a public offering, subject to regulatory conditions and investor qualifications.

Did InMed (INM) disclose any forward-looking risks about the Armistice options?

Yes. InMed’s press release includes forward-looking information about potential exercise of the Armistice options and highlights risks and assumptions. It refers investors to its Form 10-K, Form 10-Q and other SEC filings for a full discussion of business and market uncertainties.

Filing Exhibits & Attachments

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Press Releases

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