| | The Reporting Persons own 19.99% of the Company in the aggregate, based upon the Company's aggregate outstanding shares as of November 6, 2026. The Reporting Persons' securities include 10,555,507 shares of Common Stock directly held by Fund II, and exclude (i) 4,013,000 shares of Common Stock issuable upon conversion of 4,013 shares of Series A Preferred Stock directly held by Fund II and (ii) 1,468,222 shares of Common Stock issuable upon exercise of Pre-Funded Warrants directly held by Fund II. The exercise of the Pre-Funded Warrants is subject to a beneficial ownership limitation of 19.99% of the outstanding shares of Common Stock and the conversion of the Series A Preferred Stock is subject to a beneficial ownership limitation of 19.99% of the outstanding shares of Common Stock. The securities exclude shares of Common Stock issuable upon exercise of Pre-Funded Warrants and conversion of Series A Preferred Stock in excess of such beneficial ownership limitations. At such time as Fairmount and its affiliates beneficially own 9.0% or less of the outstanding shares of Common Stock, the beneficial ownership limitation with respect to the Series A Preferred Stock will automatically reduce to 9.99%.
Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management or the board of directors of the Company with respect to the business and affairs of the Company and may from time to time consider pursuing or proposing such matters with advisors, the Company or other persons.
Initial Financing
In June 2025, Pre-Merger Mentari (as defined below) issued and sold 20,000,000 shares of its Series Seed Preferred Stock to Fund II at a purchase price of $0.01 per share. In September 2025, Pre-Merger Mentari issued and sold 7,287,036 shares of its Series A Preferred Stock to Fund II at a purchase price of $1.3723 per share. In May 2026, Pre-Merger Mentari issued and sold to Fund II convertible promissory notes in an aggregate principal amount of $50.0 million, bearing interest at a rate of 12% per annum (the "Convertible Notes"), which converted into shares of Pre-Merger Mentari common stock and pre-funded warrants in connection with the Mentari Pre-Closing Financing (as defined below).
Agreement and Plan of Merger
On May 19, 2026, the Company, then a British Columbia corporation named InMed Pharmaceuticals Inc., entered into the Agreement and Plan of Merger and Reorganization, dated as of May 19, 2026, which was subsequently amended on July 6, 2026 (as amended, the "Merger Agreement"), with Mentari Therapeutics, Inc., a Delaware corporation ("Pre-Merger Mentari"), Indigo Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of the Company ("First Merger Sub"), and Indigo Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company ("Second Merger Sub").
In accordance with the Merger Agreement, prior to the completion of the Merger, on November 4, 2026, following the annual general and special meeting of the Company's shareholders, the Company (i) effected a consolidation of its outstanding common shares, no par value, at a ratio of one post-consolidation share for every ten pre-consolidation shares, (ii) changed its name from "InMed Pharmaceuticals Inc." to "Mentari Therapeutics, Inc." and (iii) altered its notice of articles and articles to designate 4,013 of its authorized but undesignated preferred shares as "Series A Non-Voting Preferred Shares." On November 6, 2026, prior to the completion of the Merger, the Company redomesticated from the Province of British Columbia, Canada to the State of Nevada by way of a continuation out of British Columbia under the Business Corporations Act (British Columbia) and a domestication in Nevada pursuant to Section 92A.270 of the Nevada Revised Statutes (the "Redomestication").
Pursuant to the Merger Agreement, on November 6, 2026, First Merger Sub merged with and into Pre-Merger Mentari, pursuant to which Pre-Merger Mentari was the surviving corporation and became a wholly owned subsidiary of the Company (the "First Merger"). Immediately following the First Merger, Pre-Merger Mentari merged with and into Second Merger Sub, pursuant to which Second Merger Sub was the surviving entity (together with the First Merger, the "Merger"). In connection with the Second Merger, Second Merger Sub changed its name to "Mentari Therapeutics Operating Company LLC."
As a result of and upon the effective time of the First Merger (the "First Effective Time"), (i) each then-outstanding share of Pre-Merger Mentari common stock and Pre-Merger Mentari Series A Preferred Stock (including shares of Pre-Merger Mentari common stock issued in the Mentari Pre-Closing Financing and excluding shares to be canceled pursuant to the Merger Agreement and excluding dissenting shares) was converted solely into the right to receive a number of shares of Common Stock equal to the Exchange Ratio (as defined in the Merger Agreement); (ii) each then-outstanding share of Pre-Merger Mentari Series Seed Preferred Stock was converted solely into the right to receive a number of shares of Series A Preferred Stock equal to the Exchange Ratio divided by 1,000; (iii) each then-outstanding Pre-Merger Mentari warrant, including each pre-funded warrant issued in the Mentari Pre-Closing Financing, was converted into a warrant to purchase shares of Common Stock, on the same terms and conditions, with the number of shares of Common Stock subject to each such warrant and the exercise price per share adjusted in accordance with the Exchange Ratio; and (iv) each then-outstanding Pre-Merger Mentari option was assumed by the Company.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement and Amendment No. 1 thereto, which are filed as Exhibits 99.2 and 99.3 to this Schedule 13D and is incorporated herein by reference.
Certificate of Designation
In connection with the Redomestication, on November 6, 2026, the Company filed articles of domestication and articles of incorporation with the Secretary of State of the State of Nevada and, prior to the First Effective Time, filed a certificate of designation with the Secretary of State of the State of Nevada (the "Certificate of Designation"), which designated 4,013 shares of the Company's preferred stock as the Series A Preferred Stock.
At all times when at least 30% of the originally issued Series A Preferred Stock remains issued and outstanding: (i) the holders of record of the Series A Preferred Stock, exclusively and voting together as a separate class on an as-converted to Common Stock basis, shall be entitled to elect two directors ("Preferred Directors"); and (ii) the holders of the Common Stock and of any other class or series of voting stock (including the Series A Preferred Stock), exclusively and voting together as a single class on an as-converted to Common Stock basis, shall be entitled to elect the balance of the total number of directors of the Company. Each Preferred Director shall be entitled to three votes on each matter presented to the board of directors of the Company.
Holders of Series A Preferred Stock are entitled to receive dividends and other distributions on Series A Preferred Stock equal to, on an as-if-converted-to-Common Stock basis and without regard to the beneficial ownership limitation, and in the same form and in the same manner as distributions (other than dividends payable in the form of Common Stock) actually paid on Common Stock. Except as otherwise provided in the Certificate of Designation or as otherwise required by the Nevada Revised Statutes, the Series A Preferred Stock do not have voting rights other than in relation to the election of directors as described above. However, as long as any shares of Series A Preferred Stock are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then outstanding shares of Series A Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series A Preferred Stock or alter or amend the Certificate of Designation, amend or repeal any provision of, or add any provision to, the Company's articles of incorporation, including any certificate of designation relating to any series of preferred stock, or bylaws, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of, the Series A Preferred Stock, regardless of whether any such action is by means of amendment to the articles of incorporation or by merger, consolidation, recapitalization, reclassification, conversion or otherwise, (b) issue further shares of Series A Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Series A Preferred Stock, (c) at any time while at least 30% of the originally issued Series A Preferred Stock remains issued and outstanding, (i) consummate either: (A) any Fundamental Transaction (as defined in the Certificate of Designation) or (B) any merger or consolidation of the Company with or into another entity or any stock sale to, or other business combination in which the stockholders of the Company immediately before such transaction do not hold at least a majority on an as-converted-to-Common Stock basis of the capital stock of the Company immediately after such transaction, (ii) increase the size of the board of directors of the Company, (iii) adopt, amend or repeal any written delegation of authority policy, corporate authority matrix or similar document, framework or schedule unless such adoption, amendment or repeal has been approved by the unanimous vote of the board of directors of the Company, or (iv) retain or replace the Company's registered independent public accounting firm, independent compensation consultant or corporate counsel, or (d) enter into any agreement with respect to any of the foregoing. The Series A Preferred Stock rank on parity with the Common Stock as to distributions of assets upon any liquidation, dissolution or winding-up of the Company. Upon any such liquidation, dissolution or winding-up, each holder of Series A Preferred Stock is entitled to receive the same amount that a holder of Common Stock would receive if the Series A Preferred Stock were fully converted to Common Stock (disregarding any beneficial ownership limitation), plus an additional amount equal to any declared and unpaid distributions then payable on such shares.
Each share of Series A Preferred Stock is convertible, at any time and from time to time at the option of the holder, into 1,000 shares of Common Stock, subject to adjustment and to certain limitations, including that a holder of Series A Preferred Stock is prohibited from converting Series A Preferred Stock into Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (to be established by the holder between 0% and 19.99%) of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion.
The foregoing description of the Series A Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation, a copy of which is filed as Exhibit 99.4 to this Schedule 13D and is incorporated herein by reference.
Lock-up Agreements
Concurrently and in connection with the execution of the Merger Agreement, certain Pre-Merger Mentari executive officers, directors and stockholders as of immediately prior to the Merger, including the Reporting Persons, entered into lock-up agreements with the Company (the "Lock-up Agreements"), pursuant to which such parties agreed not to, except in limited circumstances, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, currently or thereafter owned, including Common Stock issuable upon conversion of the Series A Preferred Stock issued in exchange for shares of Pre-Merger Mentari preferred stock in the Merger, but excluding, as applicable, shares purchased by Pre-Merger Mentari stockholders in the Mentari Pre-Closing Financing (including any Common Stock issuable upon exercise of Pre-Funded Warrants issued in exchange for pre-funded warrants to purchase shares of Pre-Merger Mentari common stock sold in the Mentari Pre-Closing Financing), until 180 days after the First Effective Time.
The foregoing description of the Lock-up Agreements does not purport to be complete and is qualified in its entirety by reference to the form of the Lock-up Agreement, which is filed as Exhibit 99.5 to this Schedule 13D and incorporated herein by reference.
Securities Purchase Agreement
Concurrently with the execution of the Merger Agreement, on May 19, 2026, certain investors, including Fund II, entered into a Securities Purchase Agreement with Pre-Merger Mentari, which was subsequently amended on July 22, 2026 (as amended, the "Subscription Agreement"), pursuant to which such investors agreed to purchase shares of Pre-Merger Mentari common stock or, in lieu thereof, pre-funded warrants, representing an aggregate commitment of approximately $490.0 million (which includes $52.7 million of principal and accrued interest under the Convertible Notes, which were contributed as consideration in the Mentari Pre-Closing Financing), immediately prior to the First Effective Time (the "Mentari Pre-Closing Financing").
The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the form of the Securities Purchase Agreement and Amendment No. 1 thereto, which are filed as Exhibits 99.6 and 99.7 to this Schedule 13D and incorporated herein by reference.
Registration Rights Agreement
In connection with the closing of the Mentari Pre-Closing Financing, on November 6, 2026, Pre-Merger Mentari and the investors participating in the Mentari Pre-Closing Financing entered into a registration rights agreement (the "Registration Rights Agreement"), which, by its terms, applies to the Company following the First Effective Time, pursuant to which the Company is required to prepare and file a resale registration statement with the SEC within 30 calendar days following the closing of the Merger. The Registration Rights Agreement also provides that the Company is required to pay certain expenses relating to such registrations and indemnify the applicable securityholders against certain liabilities.
The foregoing summary of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Registration Rights Agreement, which is filed as Exhibit 99.8 to this Schedule 13D. |
| | Exhibit 99.1 Joint Filing Agreement
Exhibit 99.2 Agreement and Plan of Merger and Reorganization, dated as of May 19, 2026, by and among InMed Pharmaceuticals Inc., Indigo Merger Sub Corp., Indigo Merger Sub II, LLC and Mentari Therapeutics, Inc. (incorporated by reference to Exhibit 2.1 to InMed Pharmaceuticals Inc.'s Current Report on Form 8-K (File No. 001-39685), filed with the SEC on May 19, 2026).
Exhibit 99.3 Amendment No. 1 to 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. (incorporated by reference to Exhibit 2.2 to InMed Pharmaceuticals Inc.'s Current Report on Form 8-K (File No. 001-39685), filed with the SEC on July 10, 2026).
Exhibit 99.4 Certificate of Designation of Series A Non-Voting Convertible Preferred Stock of Mentari Therapeutics, Inc. (incorporated by reference to Exhibit 3.3 to Mentari Therapeutics, Inc.'s Current Report on Form 8-K (File No. 001-39685), filed with the SEC on November 10, 2026).
Exhibit 99.5 Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.3 to InMed Pharmaceuticals Inc.'s Current Report on Form 8-K (File No. 001-39685), filed with the SEC on May 19, 2026).
Exhibit 99.6 Form of Securities Purchase Agreement, dated as of May 19, 2026, by and among Mentari Therapeutics, Inc. and the investors listed therein (incorporated by reference to Exhibit 10.5 to InMed Pharmaceuticals Inc.'s Current Report on Form 8-K (File No. 001-39685), filed with the SEC on May 19, 2026).
Exhibit 99.7 Amendment No. 1 to Securities Purchase Agreement, dated as of July 22, 2026, by and among Mentari Therapeutics, Inc. and the investors party thereto (incorporated by reference to Exhibit 10.1 to InMed Pharmaceuticals Inc.'s Current Report on Form 8-K (File No. 001-39685), filed with the SEC on July 22, 2026).
Exhibit 99.8 Form of Registration Rights Agreement, by and among Mentari Therapeutics, Inc. and the investors party thereto (incorporated by reference to Exhibit 10.6 to Mentari Therapeutics, Inc.'s Current Report on Form 8-K (File No. 001-39685), filed with the SEC on November 10, 2026).
Exhibit 99.9 Form of Mentari Pre-Funded Warrant (incorporated by reference to Exhibit 4.20 to the Registration Statement on Form S-4 (File No. 333-297234), filed with the SEC on July 2, 2026). |
