{"url_path":"/sec/inm/8-k/2026-07-22/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-22","source_url":"https://www.sec.gov/Archives/edgar/data/1728328/0001213900-26-080414-index.html","accession_number":"0001213900-26-080414","cik":"0001728328","ticker":"INM","issuer_name":"InMed Pharmaceuticals Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1728328/0001213900-26-080414-index.html","primary_entity_key":"0001728328","primary_entity_name":"InMed Pharmaceuticals Inc."},"word_count":1677,"has_tables":true,"body_markdown":"**Item 8.01 Other Events.**\n\n \n\nAs previously reported, on May 19, 2026, InMed Pharmaceuticals Inc.,\na company incorporated under the laws of the Province of British Columbia (the “Company” or “InMed”),\nIndigo Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of the Company (the “First Merger Sub”),\nIndigo Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (the “Second Merger\nSub” and, together with First Merger Sub, the “Merger Subs”), and Mentari Therapeutics, Inc., a Delaware\ncorporation (“Mentari”), entered into an Agreement and Plan of Merger and Reorganization (as amended to date, the “Merger\nAgreement”), pursuant to which, among other matters and subject to the satisfaction or waiver of the conditions set forth in\nthe Merger Agreement, (i) the First Merger Sub will merge with and into Mentari, with Mentari surviving the merger as a wholly owned subsidiary\nof the Company (the “First Merger”), and (ii) immediately following the First Merger and as part of the same overall\ntransaction as the First Merger, Mentari will merge with and into the Second Merger Sub, with the Second Merger Sub surviving such merger\n(the “Second Merger” and, together with the First Merger, the “Merger”). In connection with the Merger,\nand concurrently with the execution of the Merger Agreement, Mentari and certain investors (the “Original Investors”)\nentered into a Securities Purchase Agreement, dated as of May 19, 2026 (the “Securities Purchase Agreement”), pursuant\nto which the Original Investors agreed to purchase from Mentari, immediately prior to the effective time of the First Merger (the “First\nEffective Time”), shares of Mentari’s common stock and pre-funded warrants to purchase shares of Mentari’s common\nstock in a private placement (the “Pre-Closing Financing”). A form of the Securities Purchase Agreement was filed as\nExhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”)\non May 19, 2026.\n\n \n\nOn July 22, 2026, Mentari entered into Amendment No. 1 to the Securities\nPurchase Agreement (the “Amendment”) with certain of the Original Investors and certain additional investors\n(the “New Investors”), pursuant to which they agreed to purchase, immediately prior to the First Effective Time, an\naggregate of $200 million in additional shares of Mentari’s common stock (the “Additional Shares”) and/or additional\npre-funded warrants to purchase shares of Mentari’s common stock (the “Additional Pre-Funded Warrants” and, together\nwith the Additional Shares, the “Additional Securities”). The per share purchase price for the Additional Shares is\nequal to 152.80% of the per share purchase price applicable to the shares of Mentari’s common stock issuable to the Original Investors\nunder the Securities Purchase Agreement, and the per warrant purchase price for the Additional Pre-Funded Warrants is equal to such per\nshare purchase price for the Additional Shares minus $0.0001. As amended, the Pre-Closing Financing is expected to extend Mentari's cash\nrunway into 2029 and through Phase 2a readout on each of the two PACAP-targeted lead programs, including MT-002. Additionally, it supports\nthe clinical development of Mentari’s broader migraine prevention pipeline.\n\n \n\nConsistent with the treatment of the other securities issued in the\nPre-Closing Financing, the Additional Shares and the Additional Pre-Funded Warrants will be converted into common shares of the Company\nand pre-funded warrants to acquire common shares of the Company, respectively, in accordance with the terms of the Merger Agreement, at\nthe First Effective Time. The proceeds received by Mentari in the Pre-Closing Financing, excluding proceeds from the sale of the Additional\nSecurities and shares issuable in connection therewith, are a component of the valuation framework used to determine the exchange ratio\ndetermined under the Merger Agreement (the “Exchange Ratio”), as described in the Company’s filings with the\nSEC, including the Company’s Registration Statement on Form S-4 filed on July 2, 2026 and the amendment to the Merger Agreement\nfiled on July 6, 2026. Pursuant to the Exchange Ratio formula in the Merger Agreement, upon the closing of the Merger (immediately following\nclosing 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\nin the Merger, pre-Merger Mentari stockholders will own approximately 98.85% of the combined company and pre-Merger InMed shareholders\nwill own approximately 1.15% of the combined company. Following the completion of the Merger, the total shares of common stock of the\ncombined on an as-converted / as-exercised basis is expected to be approximately 601,195,812.\n\n \n\nExcept as amended by the Amendment, the Securities Purchase Agreement\nremains in full force and effect. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety\nby 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\nherein by reference.\n\n \n\n**Forward-Looking Statements**\n\n \n\nThis Current Report on Form 8-K and the exhibits filed or furnished\nherewith contain forward-looking statements (including within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended\n(the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”))\nconcerning the Company, Mentari, the proposed Merger, the Pre-Closing Financing and related matters. These forward-looking statements\ninclude express or implied statements relating to the structure, timing and completion of the proposed Merger and the Pre-Closing Financing\n(including the sale of the Additional Securities); expectations regarding the use of proceeds; the sufficiency of resources to support\nthe advancement of Mentari’s pipeline through certain milestones and the time period over which resources will be sufficient to\nfund Mentari’s anticipated operations; expectations regarding the ownership structure of the combined company; and other statements\nthat are not historical facts. The words “anticipate,” “believe,” “contemplate,” “continue,”\n“could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,”\n“possible,” “potential,” “predict,” “project,” “should,” “will,”\n“would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements\ncontain these identifying words.\n\n \n\n1\n\n \n\n \n\nThese forward-looking statements are based on current expectations\nand beliefs and are subject to risks and uncertainties, including risks related to the failure to obtain shareholder approval, the failure\nto complete the Pre-Closing Financing, the failure to satisfy other closing conditions, delays in obtaining or adverse outcomes related\nto required regulatory approvals, the possibility that the Merger Agreement may be terminated in accordance with its terms, the Company’s\nability to maintain listing on Nasdaq, unexpected costs, charges or expenses resulting from the proposed transaction, the effect of the\nannouncement or pendency of the proposed transaction on existing and potential business relationships, operating results and business\ngenerally, and the other risks and uncertainties described in the Company’s filings with the SEC. Actual results may differ materially\nfrom those contemplated by these forward-looking statements, and neither the Company nor Mentari undertakes any obligation to update any\nforward-looking statement except as required by applicable law.\n\n \n\n**No Offer or Solicitation**\n\n \n\nThis Current Report on Form 8-K and the exhibits filed or furnished\nherewith are not intended to and do not constitute (i) a solicitation of a proxy, consent or approval with respect to any securities or\nin 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\nto purchase or subscribe for any securities pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or\ntransfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of\na prospectus meeting the requirements of the Securities Act or an exemption therefrom. Subject to certain exceptions to be approved by\nthe relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction\nwhere 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\n(including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility\nof a national securities exchange, of any such jurisdiction.\n\n \n\nNEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR\nDISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS CURRENT REPORT ON FORM 8-K AND THE EXHIBITS FILED OR FURNISHED HEREWITH ARE TRUTHFUL\nOR COMPLETE.\n\n \n\n**Important Additional Information About the Proposed Transaction\nWill be Filed with the SEC**\n\n \n\nThis Current Report on Form 8-K and the exhibits filed or furnished\nherewith are not substitutes for any other document that the Company may file with the SEC in connection with the proposed transaction,\nincluding the registration statement on Form S-4 (the “Form S-4”) that contains a proxy statement/prospectus and management\ninformation circular. In connection with the proposed transaction, the Company has filed and intends to file relevant materials with the\nSEC, including the Form S-4.\n\n \n\nTHE COMPANY URGES INVESTORS AND SHAREHOLDERS TO READ THE REGISTRATION\nSTATEMENT, INCLUDING THE PROXY STATEMENT/PROSPECTUS AND MANAGEMENT INFORMATION CIRCULAR CONTAINED THEREIN, AND ANY OTHER RELEVANT DOCUMENTS\nTHAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN\nTHEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, MENTARI, THE PROPOSED TRANSACTION AND RELATED\nMATTERS.\n\n \n\nInvestors and shareholders will be able to obtain free copies of the\nForm S-4 and other documents filed by the Company with the SEC (when they become available) through the website maintained by the SEC\nat www.sec.gov.\n\n \n\n**Participants in the Solicitation**\n\n \n\nThe Company, Mentari and their respective directors and executive officers\nmay be deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed transaction. Information\nabout the Company’s directors and executive officers, including a description of their interests in the Company, is included in\nthe Company’s most recent definitive proxy statement. Additional information regarding such persons and their interests in the proposed\ntransaction is or will be included in the proxy statement/prospectus relating to the proposed transaction filed with the SEC. These documents\ncan be obtained free of charge from the sources indicated above."}