[8-K] InMed Pharmaceuticals Inc. Reports Material Event
InMed Pharmaceuticals Inc. has amended existing preferred investment options held by Sabby Volatility Warrant Master Fund and affiliates of H.C.
Rhea-AI Filing Summary
InMed Pharmaceuticals Inc. has amended existing preferred investment options held by Sabby Volatility Warrant Master Fund and affiliates of H.C. Wainwright & Co. to significantly lower their exercise prices. Sabby’s options for up to 2,151,478 common shares were repriced from $2.436 to $0.80 per share.
Preferred investment options held by three Wainwright affiliates for up to 153,236 common shares, previously exercisable at $82.50, $20.75 and $3.2013 per share, were also repriced to $0.80. All of these options were originally issued in private placements under Section 4(a)(2) and Regulation D. The company later issued a press release describing these amendments.
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8-K Event Classification
Key Figures
Key Terms
Preferred Investment Options financial
Sabby Preferred Investment Options financial
Regulation D regulatory
Section 4(a)(2) of the Securities Act regulatory
forward-looking information regulatory
Material Definitive Agreement regulatory
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement.
Preferred Investment Option Amending Agreement with Sabby Volatility Warrant Master Fund, Ltd.
As previously reported, pursuant to the terms of the Preferred Investment Options dated October 26, 2023 and June 26, 2025 (together, the “Sabby Preferred Investment Options” and each a “Sabby Preferred Investment Option”), InMed Pharmaceuticals Inc. (the “Company”) provided Sabby Volatility Warrant Master Fund, Ltd. (“Sabby”) with the right to subscribe for and purchase from the Company, in the aggregate, up to 2,151,478 common shares in the capital of the Company at an exercise price per common share of $2.436, subject to adjustment (the “Sabby Exercise Price”). The Sabby 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 April 21, 2026, the Company entered into a Preferred Investment Option Amending Agreement (the “Sabby Preferred Investment Option Amending Agreement”) with Sabby to amend the Sabby Exercise Price contained in each Sabby Preferred Investment Option from $2.436 to $0.80.
The foregoing description of the Sabby Preferred Investment Option Amending Agreement is not complete and is qualified in its entirety by the full text of the Sabby 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.
Preferred Investment Option Amending Agreement with Affiliates of H.C. Wainwright & Co., LLC
As previously reported, pursuant to the terms of Preferred Investment Options dated November 21, 2022, October 26, 2023 and June 26, 2025 (together, the “Wainwright Preferred Investment Options” and each a “Wainwright Preferred Investment Option”), the Company provided three affiliates of H.C. Wainwright & Co., LLC (“Wainwright” and, such affiliates of Wainwright, the “Wainwright Parties” and each, a “Wainwright Party”) with the right to subscribe for and purchase from the Company, in the aggregate, up to 153,236 common shares in the capital of the Company (on a post-consolidation basis) at an exercise price per common share of $82.50, $20.75 and $3.2013 (in each case, on a post-consolidation basis), respectively, subject to adjustment in each case (together, the “Wainwright Exercise Prices”). The Wainwright Preferred Investment Options were offered in private placements pursuant to Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.
On April 24, 2026, the Company entered into Preferred Investment Option Amending Agreements (the “Wainwright Preferred Investment Option Amending Agreements”) with each Wainwright Party to amend the Wainwright Exercise Prices contained in each Wainwright Preferred Investment Option to $0.80.
The foregoing description of the Wainwright Preferred Investment Option Amending Agreements is not complete and is qualified in its entirety by the full text of the Wainwright Preferred Investment Option Amending Agreements, a copy of a form of which is filed as Exhibit 10.2 to this Report and incorporated herein by reference. The Wainwright Preferred Investment Option Amending Agreements are identical to each other except the names of the Wainwright Parties and the number of common shares that can be purchased by each Wainwright Party.
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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 April 27, 2026, the Company issued a press release announcing the amendments to the Sabby Preferred Investment Options and the Wainwright 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 | Sabby Preferred Investment Option Amending Agreement | |
| 10.2 | Form of Wainwright 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) | |
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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. | ||
| Date: April 27, 2026 | By: | /s/ Eric A Adams |
| Eric A Adams President & CEO | ||
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Exhibit 99.1
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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 – April 27, 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 amending agreements in respect of preferred investment options previously entered into with each of Sabby Volatility Warrant Master Fund, Ltd. (“Sabby”) and certain affiliates of H.C. Wainwright & Co., LLC (the “Wainwright Parties”).
As previously reported:
| · | pursuant to the terms of the preferred investment options dated October 26, 2023 and June 26, 2025 (together, the “Sabby Preferred Investment Options”), the Company provided Sabby with the right to subscribe for and purchase from the Company, in the aggregate, up to 2,151,478 common shares in the capital of the Company (on a post-consolidation basis) at an exercise price per common share of $2.436, subject to adjustment (the “Sabby Exercise Price”); and |
| · | pursuant to the terms of the preferred investment options dated November 21, 2022, October 26, 2023 and June 26, 2025 issued to the Wainwright Parties (collectively, the “Wainwright Preferred Investment Options”, and together with the Sabby Preferred Investment Options, the “Preferred Investment Options”), the Company provided the Wainwright Parties with the right to subscribe for and purchase from the Company, in the aggregate, up to 153,236 common shares in the capital of the Company (on a post-consolidation basis) at exercise prices per common share of $82.50, $20.75 and $3.2013 (in each case, on a post-consolidation basis), respectively, subject to adjustment in each case (collectively, the “Wainwright Exercise Prices”). |
The Company has entered into: (i) an amending agreement with Sabby in respect of the Sabby Preferred Investment Options to amend the Sabby Exercise Price to $0.80; and (ii) amending agreements with the Wainwright Parties in respect of the Wainwright Preferred Investment Options to amend the Wainwright Exercise Prices in the Wainwright Preferred Investment Options to $0.80.
Each of the Preferred Investment Options were offered in private placements 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 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. Together with our subsidiary BayMedica, we are a global leader in the manufacturing, development and commercialization of products based on rare cannabinoids and their proprietary, small molecule drug analogs. 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 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.