INM 10-K & 10-Q changes, risk factors and insider trading
InMed Pharmaceuticals Inc. · Nasdaq · Pharmaceutical Preparations · CIK 1728328 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Risks Related to the Proposed Merger”
New heading “Failure to complete, or delays in completing, the potential Merger could materially and adversely affect our results of operations, business, financial results, and/or the price of our Common Shares.”
New heading “If the Merger is not completed, the price of our Common Shares may decline significantly.”
New heading “Lawsuits may be filed against us, Mentari, or any of the members of their respective boards of directors arising out of the Merger, which may delay or prevent the Merger.”
New heading “If we do not successfully consummate the Merger or another strategic transaction, our Board may decide to pursue a dissolution and liquidation of us. In such an event, the amount of cash available for distribution to our shareholders, if any, will depend heavily on the timing of such liquidation as well as the amount of cash that will need to be reserved for commitments and contingent liabilities, as to which we can give you no assurance.”
New heading “InMed is winding down InMed’s only revenue-generating business segment, which creates substantial uncertainty regarding InMed’s liquidity, results of operations, prospects, and ability to continue as a going concern.”
Removed heading “For as long as we are an “emerging growth company” we intend to take advantage of reduced disclosure and governance requirements applicable to emerging growth companies, which could result in our Common Shares being less attractive to investors and could make it more difficult for us to raise capital as and when we need it.”
Largest changes
“InMed is winding down InMed’s only revenue-generating business segment, which creates substantial uncertainty regarding InMed’s liquidity, results of operations, prospects, and ability to continue as a going concern.”see in full comparison
“Putative stockholder complaints, including stockholder class action complaints, and other complaints may be filed against us, our Board, Mentari, its Board and others in connection with the Merger. The outcome of litigation is uncertain, and we or Mentari may not be successful in defending against any such future claims. Lawsuits that may be filed against us, our Board, Mentari, or its board could delay or prevent the Merger, divert the attention of our and Mentari’s management and employees from their day-to-day business and otherwise adversely affect us and Mentari financially.”see in full comparison
“If the new MVLS requirement becomes effective and the market value of our common shares falls below $5.0 million for 30 consecutive business days, we could become subject to an accelerated suspension and delisting process. Any suspension or delisting of our common shares from Nasdaq could materially adversely affect the liquidity and market price of our common shares, reduce the ability of investors to trade our common shares, impair our ability to raise additional capital and result in other adverse consequences to us and our shareholders.”see in full comparison
“Lawsuits may be filed against us, Mentari, or any of the members of their respective boards of directors arising out of the Merger, which may delay or prevent the Merger.”see in full comparison
“Because BayMedica’s commercial operations represent InMed’s only revenue generating business segment, InMed’s ability to comply with debt covenants and other financial maintenance requirements, if applicable, may be adversely affected, and InMed may be unable to monetize assets on terms and timing that support InMed’s liquidity needs. The wind down may negatively affect InMed’s workforce and internal controls, and InMed’s reduced revenues and potential losses could affect InMed’s access to capital. …”see in full comparison
“As previously reported, on March 19, 2024, we received written notification from the Nasdaq Staff that we were granted an additional 180-day compliance period, or until September 16, 2024, or the Extended Compliance Period, to regain compliance with Nasdaq’s Minimum Bid Price Rule. …”see in full comparison
Full comparison: every changed paragraph (39)
Risks Related to the Proposed Merger
Failure to complete, or delays in completing, the potential Merger could materially and adversely affect our results of operations, business, financial results, and/or the price of our Common Shares.
On May 19, 2026, we and Mentari entered into the Merger Agreement, which agreement was subsequently amended on July 6, 2026. Consummation of the Merger is subject to certain closing conditions, a number of which are not within our control. Any failure to satisfy these required conditions to closing may prevent, delay or otherwise materially adversely affect the completion of the transaction. We cannot predict with certainty whether or when any of the required closing conditions will be satisfied or if another uncertainty may arise and cannot assure you that it will be able to successfully consummate the Merger as currently contemplated under the Merger Agreement or at all.
Our efforts to complete the Merger could cause substantial disruptions in, and create uncertainty surrounding, our business, which may materially adversely affect our results of operation and our business. Uncertainty as to whether the Merger will be completed in a timely manner or at all may affect our ability to retain and motivate existing employees. Uncertainty as to whether the Merger will be completed in a timely manner or at all could adversely affect our business and our relationship with collaborators, suppliers, vendors, regulators, and other business partners. The adverse effects of the pendency of the transaction could be exacerbated by any delays in completion of the transaction or termination of the Merger Agreement.
If the Merger is not completed, the price of our Common Shares may decline significantly.
The market price of our Common Shares is subject to significant fluctuations. Market prices for securities of pharmaceutical, biotechnology and other life science companies have historically been particularly volatile. In addition, the market price of our Common Shares will likely be volatile based on whether shareholders and other investors believe that we can complete the Merger or otherwise raise additional capital to support our operations if the Merger is not consummated and another strategic transaction cannot be identified, negotiated and consummated in a timely manner, if at all. The volatility of the market price of our Common Shares has been and may be exacerbated by low trading volume. Additional factors that may cause the market price of our Common Shares to fluctuate include:
Moreover, the stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of individual companies. These broad market fluctuations may also adversely affect the trading price of our Common Shares. In the past, following periods of volatility in the market price of a company’s securities, stockholders have often instituted class action securities litigation against such companies.
Lawsuits may be filed against us, Mentari, or any of the members of their respective boards of directors arising out of the Merger, which may delay or prevent the Merger.
Putative stockholder complaints, including stockholder class action complaints, and other complaints may be filed against us, our Board, Mentari, its Board and others in connection with the Merger. The outcome of litigation is uncertain, and we or Mentari may not be successful in defending against any such future claims. Lawsuits that may be filed against us, our Board, Mentari, or its board could delay or prevent the Merger, divert the attention of our and Mentari’s management and employees from their day-to-day business and otherwise adversely affect us and Mentari financially.
If we do not successfully consummate the Merger or another strategic transaction, our Board may decide to pursue a dissolution and liquidation of us. In such an event, the amount of cash available for distribution to our shareholders, if any, will depend heavily on the timing of such liquidation as well as the amount of cash that will need to be reserved for commitments and contingent liabilities, as to which we can give you no assurance.
There can be no assurance that the Merger will be completed. If the Merger is not completed, our Board may decide to pursue a dissolution and liquidation. In such an event, the amount of cash available for distribution to our shareholders, if any, will depend heavily on the timing of such decision and, ultimately, such liquidation, since the amount of cash available for distribution continues to decrease as we fund our operations while pursuing the Merger. In addition, if our Board were to approve and recommend, and our shareholders were to approve, a dissolution and liquidation of us, we would be required under British Columbia law to pay our outstanding obligations, as well as to make reasonable provision for contingent and unknown obligations, prior to making any distributions in liquidation to shareholders. Our commitments and contingent liabilities may include obligations under our employment and related agreements with certain employees that provide for severance and other payments following a termination of employment occurring for various reasons, including a change in control of us, litigation against us, and other various claims and legal actions arising in the ordinary course of business, and other unexpected and/or contingent liabilities. As a result of this requirement, a portion of our assets would need to be reserved pending the resolution of such obligations.
In addition, we may be subject to litigation or other claims related to a dissolution and liquidation. If a dissolution and liquidation were to be pursued, our Board, in consultation with our advisors, would need to evaluate these matters and make a determination about a reasonable amount to reserve. Accordingly, holders of our Common Shares could lose all or a significant portion of their investment in the event of liquidation, dissolution or winding up of us. A liquidation would be a lengthy and uncertain process with no assurance of any value ever being returned to our shareholders.
InMed is winding down InMed’s only revenue-generating business segment, which creates substantial uncertainty regarding InMed’s liquidity, results of operations, prospects, and ability to continue as a going concern.
On March 4, 2026, the InMed Board ratified InMed’s wholly owned subsidiary, BayMedica, LLC’s (“BayMedica”) decision to wind down and exit its commercial operations. As of June 30, 2026, BayMedica had wound down all of its operating activities, and had two remaining employees who departed on July 31, 2026, as well as a commercial lease which will terminate at the end of August. The completion of the full wind down may take longer or cost more than anticipated, and InMed may not realize expected savings, proceeds or strategic benefits. InMed incurred approximately $555,000 in severance and other employee-related costs and expects to incur approximately $120,000 in additional related expenditures through the end of the year, partially offset by profits from product sales prior to completion; InMed may also incur other charges and may be unable to exit or assign contracts on acceptable terms. As a result, InMed’s liquidity, cash flows, results of operations, and financial condition are subject to significant uncertainty, and there can be no assurance that InMed will be able to fund operations or meet obligations as they come due.
Because BayMedica’s commercial operations represent InMed’s only revenue generating business segment, InMed’s ability to comply with debt covenants and other financial maintenance requirements, if applicable, may be adversely affected, and InMed may be unable to monetize assets on terms and timing that support InMed’s liquidity needs. The wind down may negatively affect InMed’s workforce and internal controls, and InMed’s reduced revenues and potential losses could affect InMed’s access to capital. Execution of the wind down and the corresponding transition depends on numerous assumptions and external factors, and delays or shortfalls could further increase costs, reduce liquidity, and adversely affect InMed’s ability to pursue strategic opportunities.
There can be no assurance that InMed will successfully transition to a new business model or generate sustainable revenues or profitability in the future; if InMed cannot, InMed’s business, financial condition, results of operations, and prospects would be materially and adversely affected, and InMed may need to undertake additional restructuring or other actions that could be dilutive or otherwise detrimental to investors.
Since
taking office in January 2025, the current U.S. presidential administration has issued numerous executive orders, including with respect
to international and domestic policies, and there were significant changes to tariffs by the U.S. and other countries. In particular,
new U.S. tariffs were announced, including additional tariffs on imports from Canada, China, India, Japan, South Korea, Taiwan, Vietnam
and the European Union,EU, among others. In response, several countries have imposed, or threatened to impose, reciprocal tariffs on imports
from the U.S. and other retaliatory measures. Various modifications and delays to the U.S. tariffs have been announced and further changes
are expected to be made in the future, which may include additional sector-based tariffs or other measures. The ultimate impact remains
uncertain and will depend on several factors, including whether additional or incremental U.S. tariffs or other measures are announced
or imposed, to what extent other countries implement tariffs or other retaliatory measures in response, and the overall magnitude and
duration of these measures. If disputes and conflicts further escalate, actions by the governments in response could be significantly
more severe and restrictive. Trade disputes, tariffs, restrictions and other political tensions between the U.S. and other countries
may also exacerbate unfavorable macroeconomic conditions including inflationary pressures, foreign exchange volatility, financial market
instability, and economic recessions or downturns. The ultimate impact of current or future tariffs and trade restrictions remains uncertain.
While we actively monitor these risks and manage our supply chains accordingly, prolonged economic or geopolitical disruptions could
adversely affect our business, ability to access the capital markets or other financing sources, results of operations, financial conditions
and prospects. In addition, tariffs and other trade developments have and may continue to heighten the risks related to the other risk
factors described elsewhere in this annual report of form 10K. The ultimate outcome and consequences of the implementation
of tariffs or other restrictive trade measures by the U.S. and other countries (including in the form of reciprocal measures) remains
highly uncertain. Any trade wars, through the implementation of tariffs or otherwise, could materially and adversely affect us, directly
and indirectly, including by adversely impacting the supply chains for our operations, declining consumer confidence, inflation, lower
economic expectations, and increasing the costs of services we provide and utilize.
As previously reported, on March 27, 2026, InMed received a written notice from the Listing Qualifications Department of Nasdaq, notifying InMed that the closing bid price of the InMed Common Shares over a period of 30 consecutive trading days was below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2), during the February 11, 2026 to March 26, 2026 period.
In accordance with applicable Nasdaq procedures, InMed had a period of 180 calendar days following the receipt of the written notice mentioned above to cure the deficiency and regain compliance. The notice had no immediate impact on the listing of the InMed Common Shares, which continued to trade on The Nasdaq Capital Market under the symbol “INM” subject to InMed’s continued compliance with the other listing requirements of The Nasdaq Capital Market. InMed monitored the closing share price for the InMed Common Shares and explored available options to regain compliance.
In the event a listed issuer does not evidence compliance with the minimum bid price rule during the 180-day grace period, the listed issuer may be eligible for an additional 180 calendar day grace period. To qualify, a listed issuer is required to meet the continued listing requirement for market value of publicly held shares and all other listing standards for The Nasdaq Capital Market, with the exception of the minimum bid price rule, and needs to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse share split, if necessary, to Nasdaq. If it appears to the staff of Nasdaq that the listed issuer will not be able to cure the deficiency, or if it is otherwise not eligible, it will not be entitled to an additional 180 calendar days grace period and Nasdaq would provide notice to the listed issuer that its securities will be subject to delisting. If the listed issuer does not regain compliance within the allotted compliance period(s), including any extensions that may be granted by Nasdaq, it is expected that Nasdaq would notify the listed issuer that its securities are subject to delisting. If the listed issuer is notified by Nasdaq that its securities are subject to delisting, the listed issuer may appeal such determination to Nasdaq’s Panel, but its securities would be automatically suspended from trading on The Nasdaq Capital Market pending the completion of the appeal process. There can be no assurance that any such appeal would be successful or that the listed issuer would be able to evidence compliance with the terms of any extension that may be granted by Nasdaq’s Panel.
On June 3, 2026, InMed received formal notice from the Listing Qualifications Department of The Nasdaq Capital Market that it had regained compliance with Nasdaq Listing Rule 5550(a)(2), the minimum bid price requirement for continued listing.
As
previously reported, on March 19, 2024, we received written notification from the Nasdaq
Staff that we were granted an additional 180-day compliance period, or until September 16,
2024, or the Extended Compliance Period, to regain compliance with Nasdaq’s Minimum
Bid Price Rule. We were unable to regain compliance during the Extended Compliance Period
and on September 17, 2024, we received an additional notification from the Nasdaq Staff stating
that due to the deficiency, our securities would be delisted from Nasdaq on September 26,
2024, unless we appealed Nasdaq’s determination to Nasdaq’s Panel. We subsequently
timely requested the Hearing before the Panel to appeal the determination by Nasdaq and present
our plan to regain and sustain compliance with the Minimum Bid Price Rule. On October 31,
2024, the Hearing was held before the Panel regarding our request for (i) continued listing
on Nasdaq and (ii) additional time to regain compliance with the Minimum Bid Price Rule.
On November 1, 2024, the Panel issued its determination, or the Panel Determination Letter,
to us granting our request for the continued listing of the common shares on Nasdaq, but
subject to us evidencing compliance with the Minimum Bid Price Rule for ten consecutive trading
days as of the Requisite Compliance Date of December 2, 2024, and of other conditions stipulated
by the Panel Determination Letter. On November 14, 2024, we effected the Reverse Stock Split
of our issued and outstanding common shares, by a ratio of 20-to-1. Trading of our common
shares on Nasdaq on a split-adjusted basis began as of November 14, 2024. We effected the
Reverse Stock Split in order to regain compliance with the Minimum Bid Price Rule, and on
December 2, 2024, we received a written notification from the Nasdaq Staff that (i) we had
regained compliance with the Minimum Bid Price Rule prior to the Requisite Compliance Date,
and (ii) the Panel had therefore determined to continue the listing of our common shares
on the Nasdaq Stock Market and was closing this matter.
While
theAny Panelfuture determinedactual toor continuethreatened thedelisting listingfrom of our common shares on theThe Nasdaq StockCapital Market, there can be no assurances, however, that
we will be successful in remaining in compliance with the continued listing requirements and maintaining the listing of our common shares
on Nasdaq in the future. Delisting from NasdaqMarket could materially and adversely affect ourInMed’s ability to raise additional financing through
the public or private sale of equity securities, would significantly affect the ability of investors to trade ourInMed’s securities and would
negatively affect the value and liquidity of ourInMed’s securities, including ourthe commonInMed shares.Common Shares. The actual or threatened delisting of ourInMed’s securities
could also have other material and adverse consequences, including the potential loss of confidence by employees and other stakeholders,
the loss of institutional investor interest and fewer business development opportunities, limited availability of market quotations for
our InMed’s securities, reduced liquidity with respect to ourInMed’s securities, a determination that ourthe commonInMed sharesCommon isShares are a “penny stock,”
which will require brokers trading in sharesthe ofInMed ourCommon common sharesShares to adhere to more stringent rules, possibly resulting in a reduced
level of trading activity in the secondary trading market for ourthe sharesInMed ofCommon our common shares,Shares, and limited amount of news and analyst
coverage of us.InMed. To the extent that ourthe commonInMed sharesCommon Shares became eligible to trade on the Over-The-Counter (“OTC”) Bulletin Board,
another over-the-counter quotation system, or on the pink sheets, an investor may find it more difficult to dispose of their commonInMed shares
Common Shares or obtain accurate quotations as to the market value of ourthe commonInMed shares.Common Shares.
Furthermore,
the National Securities Markets Improvement Act of 1996, which is a U.S. federal statute, prevents or preempts the states from regulating
the sale of certain securities, which are referred to as “covered securities.” Because ourthe InMed Common Shares are currently listed
on Nasdaq,The Nasdaq Capital Market, such securities will be deemed covered securities. Although the states will be preempted from regulating the sale of ourInMed’s securities,
the federal statute does allow states to investigate companies if there is a suspicion of fraud and, if there is a finding of fraudulent
activity, then the states can regulate or bar the sale of covered securities in a particular case. Additionally, if weInMed were no longer
listed on Nasdaq,The ourNasdaq Capital Market, InMed’s securities would not be covered securities and weInMed would be subject to regulations in each state in which weInMed offer
ouroffers InMed’s securities.
On July 22, 2026, the U.S. Securities and Exchange Commission (the “SEC”) approved a proposed rule change filed by The Nasdaq Stock Market LLC (“Nasdaq”) establishing a new continued listing requirement applicable to companies listed on the Nasdaq Global Select Market, Nasdaq Global Market and Nasdaq Capital Market. Under the new rule, listed companies would be required to maintain a minimum Market Value of Listed Securities (“MVLS”) of at least $5.0 million.
On July 29, 2026, the SEC notified Nasdaq that it had received notices of intention to petition for review of the SEC’s July 22, 2026 approval order. As a result, the effectiveness of the approval order was automatically stayed pending further action by the SEC. Accordingly, the new $5.0 million MVLS requirement is not currently in effect, and there can be no assurance as to the outcome or timing of the SEC’s review, whether or when the stay will be lifted, or whether the requirement will ultimately become effective.
The SEC’s review remains pending, and there can be no assurance regarding the timing or outcome of that review, including whether the new MVLS requirement will ultimately become effective in its currently approved form, become effective with modifications, or not become effective. The Company intends to continue to monitor developments relating to the SEC’s review and Nasdaq’s continued listing requirements.
Under the rule as approved, if a company’s MVLS remains below $5.0 million for 30 consecutive business days, Nasdaq would issue a Staff Delisting Determination and the company’s securities would be subject to immediate suspension and delisting. Unlike certain other Nasdaq continued listing deficiencies, the rule does not provide for a cure or compliance period prior to suspension. In addition, a request for review by a Nasdaq Hearings Panel would not stay the suspension of trading, although the Hearings Panel may, in certain circumstances, grant an exception of up to 180 days from the Staff Delisting Determination for the company to demonstrate compliance with all applicable initial listing requirements.
If the new MVLS requirement becomes effective and the market value of our common shares falls below $5.0 million for 30 consecutive business days, we could become subject to an accelerated suspension and delisting process. Any suspension or delisting of our common shares from Nasdaq could materially adversely affect the liquidity and market price of our common shares, reduce the ability of investors to trade our common shares, impair our ability to raise additional capital and result in other adverse consequences to us and our shareholders.
From
time to time, including our ongoing matter with a third partythird-party licensor, we may be subject to legal proceedings, disputes, claims and
administrative proceedings that arise in the ordinary course of our business activities that could cause us to incur significant expenses,
divert our management’s attention, and materially harm our business, financial condition, and operating results.
Our
failure to comply with data protection laws and regulations could lead to government enforcement actions and significant penalties against
us, us and adversely impact our operating results.
For
as long as we are an “emerging growth company” we intend to take advantage of reduced disclosure and governance requirements
applicable to emerging growth companies, which could result in our Common Shares being less attractive to investors and could make it
more difficult for us to raise capital as and when we need it.
We
are an “emerging growth company,” as defined in the JOBS Act, and we have taken advantage, and intend to continue to take
advantage, of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging
growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404
of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,
and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any
golden parachute payments not previously approved.
Investors
may find our Common Shares less attractive because we rely on these exemptions, which could contribute to a less active trading market
for our Common Shares or volatility in our share price. In addition, we may be less attractive to investors and it may be difficult for
us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry
if they believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional
capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.
We
may take advantage of these reporting exemptions until we are no longer an emerging growth company.
We
will be required, under Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness
of our internal control over financial reporting. This assessment includes disclosure of any material weaknesses identified by our management
in our internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control
over financial reporting that results in more than a reasonable possibility that a material misstatement of annual or interim financial
statements will not be prevented or detected on a timely basis. Section 404 of the Sarbanes-Oxley Act also generally requires an attestation
from our independent registered public accounting firm on the effectiveness of our internal control over financial reporting. However,
for as long as we remain ana emergingsmaller growthreporting company as defined in the JOBS Act,company, we intend to take advantage of the exemption permitting
us not to comply with the independent registered public accounting firm attestation requirement.
As
of June 30, 2025,2026, we had approximately $11.1$2.2 million in cash, cash equivalents and short-term investments, which, we currently estimate
funds our operations into theSeptember fourth quarter of calendar 2026 (being the second fiscal quarter of 2027),2026, depending on the level and timing
of realizing revenues from the sale of remaining BayMedica inventoryassets as well as the level and timing of our operating expenses. Our ability to
develop our research and development programs is subject to accessing additional capital, including through the sale of equity, partnership
revenues, and out-licensing activities. There is no assurance that we will be successful in these efforts.
In
addition to the limited revenues from our BayMedica Products, ourOur ability to generate revenue and become profitable depends upon our
ability to obtain regulatory approval for, and successfully commercialize, our Product Candidates that we may develop, in-license or
acquire in the future.
Changes
in the global economic environment have created market uncertainty and volatility in recent years. The market and demand for metal commodities
and related products hashave, in recent yearsyears, been adversely affected by global economic uncertainty, reduced confidence in financial markets,
the COVID-19 pandemic, including any resurgence thereof, bank failures and credit availability concerns. These macro-economic events
negatively affected the mining and minerals sectors in general. Global financial conditions remain subject to sudden and rapid destabilizations
in response to economic shocks. A slowdown in the financial markets or other economic conditions, including but not limited to reduced
consumer spending, decreased employment rates, adverse business conditions, high inflation, high fuel and energy costs, high consumer
debt levels, a lack of available credit, the state of turmoil in the financial markets, high interest rates and/or tax rates, may adversely
affect our growth and profitability. Future economic shocks may be precipitated by a number of causes, including the slowdown in the
Chinese economy, a rise in the price of oil and other commodities, climate change disasters, geopolitical instability, including as a
direct or indirect result of the Russo-Ukraine war and the ongoing Israel-Hamas conflict, further wars or acts of terrorism, the devaluation
and volatility of global stock markets and natural disasters. Any sudden or rapid destabilization of global economic conditions could
impact the our ability to obtain equity or debt financing in the future on terms favorable to us or at all. In such an event, our operations
and financial condition could be adversely impacted.
Management's Discussion & Analysis (MD&A)
New heading “Nasdaq Delisting Notice”
New heading “Wind Down of BayMedica’s Commercial Operations”
New heading “Loss from discontinued operations”
New heading “Impairment of fixed assets”
New heading “Impairment of intangible assets”
New heading “Loss from discontinued operations”
Removed heading “Reverse Stock Split”
Removed heading “Private Offering”
Removed heading “Engagement Letter”
Removed heading “Standby Equity Purchase Agreement”
Removed heading “Special Meeting of the Shareholders”
Removed heading “INM-901 Program Updates”
Removed heading “Operating Expenses”
Removed heading “Amortization and Depreciation”
Removed heading “Comparison of the year ended June 30, 2025 and 2024 for the BayMedica Segment”
Removed heading “Research and Development Expenses”
Removed heading “General and administrative expenses”
Largest changes
“Delisting from The Nasdaq Capital Market could materially and adversely affect InMed’s ability to raise additional financing through the public or private sale of equity securities, would significantly affect the ability of investors to trade InMed’s securities and would negatively affect the value and liquidity of InMed’s securities, including the InMed Common Shares. …”see in full comparison
“In the event InMed does not evidence compliance with the Minimum Bid Price Rule during the 180-day grace period, InMed may be eligible for an additional 180 calendar day grace period. To qualify, InMed will be required to meet the continued listing requirement for market value of publicly held shares and all other listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price Rule, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary, to Nasdaq. …”see in full comparison
“Cost of goods sold decreased by $0.3 million in our BayMedica segment, or 7%, for the year ended June 30, 2025 as compared to the year ended June 30, 2024. The decrease in cost of goods sold is primarily the result of the Company lowering its supply chain costs and a decrease in write-down of inventories to net realizable value during the year ended June 30, 2025.”see in full comparison
Full comparison: every changed paragraph (101)
We
are a pharmaceutical drug development company with a pipeline of proprietary small molecule drug candidates that are preferential signaling
ligands of the endogenous CB1 and CB2 receptors as well as other receptor targets linked to human disease. CB1 and CB2 receptors are
each part of the endocannabinoid system that is found throughout the human body and is responsible for many homeostatic functions. CB1
receptors are primarily located in the brain and central nervous system, while CB2 receptors are involved in modulating neuroinflammation
and immune responses. Our research efforts target the treatment of diseases with high unmet medical needs. Together with our wholly owned
subsidiary, BayMedica, LLC, or BayMedica, we also have significant know-how in developing proprietary manufacturing approaches to produce
and sell bulk rare cannabinoids as ingredients for various market sectors.
We
have completed a Phase 2 clinical trial of INM-755 (cannabinol) cream studying its safety and efficacy in treating symptoms related to
EB. Results from the Phase 2 clinical trial showed a positive indication of enhanced anti-itch activity for INM-755 cream versus the
control cream alone in an exploratory clinical evaluation. We are also pursuing strategic partnership opportunities for INM-755 in EB
and other itch-related skin conditions.
Together
with BayMedica, ourOur manufacturing capabilities include traditional approaches such as chemical synthesis and biosynthesis, as well as
a proprietary, integrated manufacturing approach called IntegraSyn. With multiple manufacturing approaches, we have sought to maintain
enhanced flexibility to select the most cost-effective method to deliver high quality, high purity Products andquality Product Candidates fit
for their intended uses. BayMedica’s commercial business specializes in the B2B commercialization of bulk rare, non-intoxicating
cannabinoids as raw materials for the Health and Wellness sector that are bioidentical to those found in nature
Merger Agreement with Mentari Therapeutics, Inc.
As previously reported, on May 19, 2026, 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, which agreement was subsequently amended on July 6, 2026 (as amended, 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”). Subject to the terms and conditions of the Merger Agreement, at the effective time of the First Merger (the “First Effective Time”), each share of Mentari capital stock outstanding immediately prior to the First Effective Time (including shares issued in the pre-closing financing and excluding treasury shares and dissenting shares) will be converted into the right to receive a number of the Company’s common shares (the “Common Shares”) equal to the exchange ratio determined under the Merger Agreement (the “Exchange Ratio”); provided that, in the event the issuance of Common Shares to any holder would exceed such holder’s applicable beneficial ownership limitation, the Company may issue pre-funded warrants in lieu of Common Shares in excess of that limitation. In addition, each outstanding share of Mentari’s Series Seed Preferred Stock will be converted into the right to receive a number of the Company’s Non-Voting Convertible Preferred Shares (the “Convertible Preferred Shares”) equal to the Exchange Ratio divided by 1,000. Outstanding Mentari options, restricted stock units and warrants will be treated in accordance with the Merger Agreement.
The Exchange Ratio is derived from the valuation framework in the Merger Agreement, which contemplates an equity value of $125,000,000 or such higher value ascribed to Mentari in the pre-closing financing, together with net cash of the Company and the proceeds actually received in the pre-closing financing, as further described in the Merger Agreement. Pursuant to the Exchange Ratio formula in the Merger Agreement, upon the closing of the Merger (and prior to closing of the financing described below), on a pro forma basis and based upon the number of shares of InMed common stock expected to be issued in the Merger, pre-Merger Mentari stockholders will own approximately 98.99% of the combined company and pre-Merger InMed shareholders will own approximately 1.01% of the combined company.
In connection with the Merger, the Company will seek the approval of its shareholders for the matters required by the Merger Agreement, including, without limitation, approval of the issuance of Common Shares representing more than 20% of the Company’s outstanding Common Shares and the resulting change of control pursuant to Nasdaq rules, and approval of the continuation of the Company from the Province of British Columbia to Nevada.
Reverse
Stock Split
On
November 14, 2024, the Company effected a reverse stock split of the Company’s issued and outstanding Common Shares, by a ratio
of 20-to-1 (the “Reverse Stock Split”). Accordingly, all Common Shares, stock options, warrants, as well as per share information,
for all periods presented in the consolidated financial statements and notes thereto have been adjusted retrospectively to
reflect this Reverse Stock Split.
Private
Offering
On
June 24, 2025, we entered into a securities purchase agreement, or the Purchase Agreement, with the Selling Shareholder, for the sale
and issuance of an aggregate of 1,952,363 common shares (or pre-funded warrants in lieu thereof) at a purchase price of $2.561 per share
(or pre-funded warrant in lieu thereof). In addition, we agreed to issue to the Selling Shareholder short-term preferred investment options
to purchase up to an aggregate of 1,952,363 common shares at an exercise price of $2.436 per share. The foregoing transaction is referred
to herein as the Private Placement. On June 26, 2025, the parties consummated the Private Placement.
The
terms of the Purchase Agreement provided the Selling Shareholder the option of purchasing the pre-funded warrants in lieu of common shares
in such manner as to result in the same aggregate purchase price being paid by the Selling Shareholder to us.
At
the closing of the Private Placement, we issued to the Selling Shareholder (i) pre-funded warrants to purchase an aggregate of 1,952,363
common shares and (ii) preferred investment options to purchase up to an aggregate of 1,952,363 common shares. No common shares were
issued to the Selling Shareholder at the closing of the Private Placement. The Company received gross proceeds of approximately $5.0
million and paid approximately $0.5 million in transaction costs The
pre-funded warrants have an exercise price of $0.0001 per pre-funded warrant and can be exercised at any time from the date and time
of issuance until the pre-funded warrants are exercised in full. The terms of the pre-funded warrants preclude a holder thereof from
exercising such holder’s pre-funded warrants, and us from giving effect to such exercise, if after giving effect to the issuance
of common shares upon such exercise, the holder (together with the holder’s affiliates and any other persons acting as a group
together with the holder or any of the holder’s affiliates) would beneficially own in excess of 9.99% of the number of common shares
outstanding immediately after giving effect to the issuance of common shares upon such exercise.
The
preferred investment options issued to the Selling Shareholder in the Private Placement have an exercise price of $2.436 per share, became
exercisable immediately upon issuance and will expire eighteen (18) months from the effective date of the Resale Registration Statement
(as defined below). The terms of such preferred investment options preclude a holder thereof from exercising such holder’s preferred
investment option, and the Company from giving effect to such exercise, if after giving effect to the issuance of common shares upon
such exercise, the holder (together with the holder’s affiliates and any other persons acting as a group together with the holder
or any of the holder’s affiliates) would beneficially own in excess of 4.99% of the number of common shares outstanding immediately
after giving effect to the issuance of common shares upon such exercise.
A
holder may increase or decrease the beneficial ownership thresholds relating to the pre-funded warrants and preferred investment options
specified above, except that the issuance of 9.99% can be no sooner than 61 days after notifying us and that the beneficial ownership
limitation may not exceed 9.99% in any event. The Selling Shareholder has elected 4.99% for the pre-funded warrants and 9.99% for the
preferred investment options as of the date hereof.
In
connection with the Private Placement, we entered into a Registration Rights Agreement with the Selling Shareholder, dated June 24, 2025,
or the Registration Rights Agreement. The Registration Rights Agreement grants the Selling Shareholder certain registration rights and
obligates us to file one or more registration statements with the Securities and Exchange Commission, or the SEC, by certain dates, covering
the resale of the common shares issuable upon exercise of the pre-funded warrants and preferred investment options sold in the Private
Placement, or the Resale Registration Statement. The Company has met all such obligations and timely filed related Resale Registration
Statements.
The
pre-funded warrants and preferred investment options described above were offered in a private placement under Section 4(a)(2) of the
Securities Act and Regulation D promulgated thereunder and, along with the common shares underlying the pre-funded warrants and preferred
investment options, have not been registered under the Securities Act or applicable state securities laws. Accordingly, the pre-funded
warrants, preferred investment options and the common shares underlying the pre-funded warrants and preferred investment options may
not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements
and in accordance with applicable state securities laws. The securities were offered and sold only to accredited investors.
The
foregoing descriptions of the Purchase Agreement, the Registration Rights Agreement, and the pre-funded warrants and the preferred investment
options issued in the Private Placement are not complete and are qualified in their entirety by the full text of such documents, copies
of which are filed as exhibits to this Annual Report.
Existing
Amendments to Preferred Investment Option AmendmentOptions
As previously reported, on April 27, 2026, InMed entered into amending agreements with each of Sabby Volatility Warrant Master Fund, Ltd. (“Sabby”) and certain affiliates of H.C. Wainwright & Co., LLC (the “Wainwright Parties”) in respect of certain outstanding preferred investment options. Pursuant to the terms of the preferred investment options dated October 26, 2023 and June 26, 2025 (together, the “Sabby Preferred Investment Options”), InMed had previously provided Sabby with the right to purchase up to an aggregate of 2,151,478 InMed Common Shares at an exercise price of $2.436 per share. 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”), InMed had previously provided the Wainwright Parties with the right to purchase up to an aggregate of 153,236 InMed Common Shares at exercise prices of $82.50, $20.75 and $3.2013 per share, respectively. Under the amending agreements, the exercise price of the Sabby Preferred Investment Options was reduced to $0.80 per share and the exercise prices of the Wainwright Preferred Investment Options were each reduced to $0.80 per share.
As previously reported, on May 19, 2026, InMed entered into an amending agreement with Armistice Capital Master Fund Ltd. (“Armistice”) in respect of certain outstanding preferred investment options dated October 26, 2023 (the “Armistice Preferred Investment Options”), pursuant to which InMed had previously provided Armistice with the right to purchase up to 278,761 InMed Common Shares at an exercise price of $16.60 per share. Under the amending agreement, the exercise price of the Armistice Preferred Investment Options was reduced from $16.60 to $0.80 per share.
Nasdaq Delisting Notice
As previously reported, on March 27, 2026, InMed received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC, or Nasdaq, notifying InMed that the closing bid price of the InMed Common Shares over a period of 30 consecutive trading days was below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2), or the Minimum Bid Price Rule, during the February 11, 2026 to March 26, 2026 period.
In accordance with applicable Nasdaq procedures, InMed has a period of 180 calendar days following the receipt of the written notice mentioned above to cure the deficiency and regain compliance. The notice has no immediate impact on the listing of the InMed Common Shares, which will continue to trade on The Nasdaq Capital Market subject to InMed’s continued compliance with the other listing requirements of The Nasdaq Capital Market. The InMed Common Shares will continue to trade under the symbol “INM”. InMed intends to monitor the closing share price for its InMed Common Shares and explore available options to regain compliance.
In the event InMed does not evidence compliance with the Minimum Bid Price Rule during the 180-day grace period, InMed may be eligible for an additional 180 calendar day grace period. To qualify, InMed will be required to meet the continued listing requirement for market value of publicly held shares and all other listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price Rule, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary, to Nasdaq. If it appears to the staff of Nasdaq that InMed will not be able to cure the deficiency, or if InMed is otherwise not eligible, InMed will not be entitled to an additional 180 calendar days grace period and Nasdaq will provide notice to InMed that its securities will be subject to delisting. If InMed does not regain compliance within the allotted compliance period(s), including any extensions that may be granted by Nasdaq, it is expected that Nasdaq would notify InMed that its InMed Common Shares are subject to delisting. If InMed is notified by Nasdaq that its securities are subject to delisting, InMed may appeal such determination to a Nasdaq Hearings Panel, or the Panel, but its securities would be automatically suspended from trading on The Nasdaq Capital Market pending the completion of the appeal process. There can be no assurance that any such appeal would be successful or that InMed would be able to evidence compliance with the terms of any extension that may be granted by the Panel.
Delisting from The Nasdaq Capital Market could materially and adversely affect InMed’s ability to raise additional financing through the public or private sale of equity securities, would significantly affect the ability of investors to trade InMed’s securities and would negatively affect the value and liquidity of InMed’s securities, including the InMed Common Shares. The actual or threatened delisting of InMed’s securities could also have other material and adverse consequences, including the potential loss of confidence by employees and other stakeholders, the loss of institutional investor interest and fewer business development opportunities, limited availability of market quotations for InMed’s securities, reduced liquidity with respect to InMed’s securities, a determination that the InMed Common Shares are “penny stock”, which will require brokers trading in the InMed Common Shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for the InMed Common Shares, and limited amount of news and analyst coverage of InMed. To the extent that the InMed Common Shares became eligible to trade on the OTC Bulletin Board, another over-the-counter quotation system, or on the pink sheets, an investor may find it more difficult to dispose of their InMed Common Shares or obtain accurate quotations as to the market value of the InMed Common Shares.
On June 3, 2026, InMed received formal notice from the Listing Qualifications Department of The Nasdaq Capital Market that it had regained compliance with Nasdaq Listing Rule 5550(a)(2), the minimum bid price requirement for continued listing.
Wind Down of BayMedica’s Commercial Operations
As previously reported, H.R. 5371, the “Continuing Appropriations, Agriculture, Legislative Branch, Military Construction and Veterans Affairs, and Extensions Act, 2026” (the “Subject Act”) in its current form and without further amendment, will have a material negative impact on BayMedica. Specifically, certain aspects of BayMedica’s commercial business and its inventory of rare, non-intoxicating cannabinoids would be prohibited under the Subject Act if it becomes effective as planned on November 12, 2026.
On March 4, 2026, the InMed Board ratified, confirmed and approved the decision of the board members of BayMedica to wind down and exit BayMedica’s commercial operations business segment (“commercial operations”), which is the only revenue-generating commercial operations of InMed. Following the wind down of commercial operations, InMed’s remaining activities have consisted of preclinical development of its Product Candidates, including INM-901 for Alzheimer’s disease, INM-089 for dry Age-related Macular Degeneration or dry AMD, and INM-755 (cannabinol) cream. InMed does not currently intend to devote significant resources to advancing these Product Candidates, and any further development of them would require InMed to obtain additional financing, of which there can be no assurance.
In connection with the wind down of commercial operations, BayMedica incurred severance and other employee-related costs of approximately $555,000 and expects to incur additional related expenditures of approximately $120,000 through the end of the year. These expenditures were reduced by the profits from the sale of BayMedica’s products prior to the completion of operational wind down.
The estimates of the charges and costs that BayMedica expects to incur, and the timing thereof, as well as its revenue expectations, are subject to a number of assumptions and actual results may differ materially from those described above. In addition, BayMedica may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur as a result of or in connection with the wind down of its commercial operations.
Concurrently
with our entry into the Purchase Agreement, we and the Selling Shareholder entered into an Amendment Letter, dated June 24, 2025, or
the Existing Investment Option Amendment, to amend 199,115 preferred investment options issued to the Selling Shareholder on October
24, 2023, or the Existing Investment Options, with an exercise price of $16.60, pursuant to which the Existing Investment Options were
amended to be exercisable for 199,115 common shares at a reduced exercise price of $2.436 per share in consideration for the Selling
Shareholder’s participation in the Private Placement and the payment by the Selling Shareholder to us cash consideration of $0.125
per Existing Investment Option.
The
foregoing description of the Existing Investment Option Amendment is not complete and is qualified in its entirety by the full text of
the Existing Investment Option Amendment, a copy of which is filed as an exhibit to this Annual Report.
Engagement
Letter
We
entered into an engagement letter with H.C. Wainwright & Co., LLC, or Wainright, dated June 24, 2025, or the Engagement Letter, pursuant
to which Wainwright agreed to serve as our exclusive agent, advisor or underwriter in certain offerings, including the Private Placement.
We agreed to pay Wainwright a cash fee, or as to an underwritten offering an underwriter discount, equal to 7.5% of the aggregate gross
proceeds raised in each offering. Upon any exercise for cash of any privately-placed warrants or options issued to investors in each
offering, we agreed to pay Wainwright a cash fee of 7.5% of the aggregate gross exercise price paid in cash with respect such exercise.
In addition, pursuant to the Engagement Letter, we also agreed to grant to Wainwright, or its designees, at each closing, warrants (or
warrant equivalents) to purchase that number of common shares of the Company equal to 6.5% of the aggregate number of common shares of
(or common shares equivalent, if applicable) placed in each offering (and if an offering includes a “greenshoe” or “additional
investment” component, such number of common shares underlying such “greenshoe” or “additional investment”
component, with the warrants and/or warrant equivalents granted to Wainwright issuable upon the exercise of such component). Upon any
exercise for cash of any privately-placed warrants or warrant equivalents issued to investors in each offering, we agreed to issue to
Wainwright (or its designees), warrants and/or warrant equivalents to purchase that number of common shares equal to 6.5% of the aggregate
number of such common shares underlying the warrants and/or warrant equivalents that have been so exercised. Warrants and/or warrant
equivalents issued to Wainwright will have a term of five years (or such other term the privately-placed warrants or warrant equivalents
issued to investors in the applicable offering) and an exercise price equal to 125% of the offering price per share (or unit, if applicable)
in the applicable offering and if such offering price is not available, the market price of the common shares on the date an offering
is commenced, such price being referred to herein as the Offering Price. If warrants and/or warrant equivalents are issued to investors
in an offering, the warrants issued to Wainwright are required to have the same terms as the warrants and/or warrant equivalents issued
to the investors in the applicable offering, except that the warrants and/or warrant equivalents issued to Wainwright shall have an exercise
price equal to 125% of the Offering Price.
We
also agreed to pay Wainwright a management fee equal to 1.0% of the gross proceeds raised in each offering, $20,000 for non-accountable
expenses (to be increased to $50,000 in the case of a public offering), up to $35,000 for fees and expenses of legal counsel and other
out-of-pocket expenses (to be increased to $90,000 in the case of a public offering), plus certain additional amounts in special circumstances.
The Engagement Letter has indemnity and other customary provisions.
In
accordance with the Engagement Letter, in connection with the Private Placement, we issued to Wainwright preferred investment options,
or placement agent preferred investment options, to purchase an aggregate of 126,904 common shares. The preferred investment options
issued to Wainwright have an exercise price of $3.2013 per share, became exercisable immediately upon issuance and will expire eighteen
(18) months from the effective date of the Resale Registration Statement. A holder of the preferred investment options issued to Wainwright
is precluded from exercising such holder’s preferred investment option, and we are precluded from giving effect to such exercise,
if after giving effect to the issuance of common shares upon such exercise, the holder (together with the holder’s affiliates and
any other persons acting as a group together with the holder or any of the holder’s affiliates) would beneficially own in excess
of 4.99% of the number of common shares outstanding immediately after giving effect to the issuance of common shares upon such exercise.
A holder may increase or decrease the aforementioned beneficial ownership threshold, except that the beneficial ownership limitation
may not exceed 9.99% in any event.
The
placement agent preferred investment options issued to Wainwright, and the common shares issuable upon exercise thereof, were issued
in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as transactions not involving a public
offering and in reliance on similar exemptions under applicable state laws.
The
foregoing description of the placement agent preferred investment options issued to Wainwright is not complete and is qualified in their
entirety by the full text of such document, the form of which is filed as an exhibit to this Annual Report.
Standby
Equity Purchase Agreement
On
December 13, 2024, we entered into a Standby Equity Purchase Agreement, or the SEPA, with YA II PN, LTD, or the Investor, to sell up
to $10 million in the aggregate of common shares at any time during the 36-month period following the effective date of the SEPA, or
the Effective Date.
On
June 13, 2025, we and the Investor entered into a certain Amendment to Standby Equity Purchase Agreement, or the SEPA Amendment, pursuant
to which we and the Investor agreed to amend certain of the provisions set forth under Section 6.02 of the SEPA. Pursuant to the SEPA
Amendment, the Company may, from time to time, suspend, in our sole discretion, the use of the registration statement related to the
common shares under the SEPA by providing written notice to the Investor in the event that we determine in good faith that such suspension
is necessary: (A) to delay the disclosure of material nonpublic information concerning us, the disclosure of which at the time is not,
in our good faith opinion, in our best interest; or (B) to amend or supplement the registration statement or prospectus so that the registration
statement or prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or a Black
Out Period. During any such Black Out Period, the Investor has agreed not to sell any common shares pursuant to the registration statement,
but it may sell common shares pursuant to an exemption from the registration requirements under U.S. securities laws subject to compliance
with all applicable laws. Further, pursuant to the SEPA Amendment, we agreed to not impose any Black Out Period that is more restrictive
(including, without limitation, as to duration) than the comparable restrictions that we may impose on transfers of our equity securities
by our directors and senior executive officers. In addition, we shall not deliver any advance notice during any Black Out Period. If
the public announcement of such material, nonpublic information is made during a Black Out Period, the Black Out Period shall terminate
immediately after such announcement, and we shall be obligated to immediately notify the Investor of the termination of the Black Out
Period.
Special
Meeting of the Shareholders
On
June 13, 2025, we held a special meeting of our shareholders, or the Special Meeting, for the purpose of approving, in accordance with
Nasdaq Listing Rules 5635(b) and 5635(d), the potential issuance of 20% or more of our issued and outstanding common shares pursuant
to the SEPA, or the Share Issuance Proposal.
After
counting the number of common shares present in person and by proxy, it was determined that a quorum for the transaction of business
at the Special Meeting was not present. While approximately 60% of the voted common shares were in favor of the Share Issuance Proposal,
in the absence of a quorum, no business was able to be conducted at the Special Meeting, including a vote on the Share Issuance Proposal.
The board of directors continues to assess whether we will (x) hold a subsequent special meeting of our shareholders at a later date
with respect to the Share Issuance Proposal and/or (y) include the Share Issuance Proposal in our definitive proxy statement for our
2025 annual general meeting of shareholders
INM-901
Program Updates
On
June 24, 2025, the Company reported new preclinical data demonstrating that INM-901 significantly reduces inflammation in ex vivo models
of neuroinflammation, further supporting its potential as a therapeutic candidate in Alzheimer’s disease.
The
study evaluated INM-901 in an ex vivo model of lipopolysaccharide (LPS)-induced inflammation in animal brain tissue, which is designed
to induce a strong expression of pro-inflammatory cytokines IL-6, IL-1β, IL-2, and KC/Gro and inflammasome marker NLRP3. Results
demonstrated that INM-901 treatment can reduce pro-inflammatory cytokines and may have a direct impact on neuroinflammation independent
of the influence of amyloid beta or tau aggregation. This study model offers insight into INM-901’s potential therapeutic impact
on brain inflammation that may underlie a broad range of neurodegenerative diseases, including Alzheimer’s disease.
Key
Findings from the Study:
On
July 27, 2025, the Company reported INM-901 treatment in the well-established 5xFAD AD mouse model led to improvement in cognitive function
and memory, locomotor activity, anxiety-based behavior, sound awareness. InMed’s most recent study evaluated INM-901 using a longer
treatment duration and subjects with more advanced disease to validate and expand upon previous findings, which have demonstrated improvements
in cognitive function, anxiety-related behavior, and sensory responsiveness.
Summary
of INM-901 Long-term 5xFAD study:
Revenue
Our
revenue consists of manufacturing and distribution sales of bulk rare cannabinoid Products, which are recognized at a point in time.
We recognize revenue when control over the products has been transferred to the customer and we have a present right to payment.
Cost
of Sales
Cost
of sales consist primarily of the purchase price of goods and cost of services rendered, freight costs, warehousing costs, and purchasing
costs. Cost of sales also includes production and labor costs for our manufacturing business.
Operating
Expenses
Research
and development activities account for a significant portion of our operating expenses. ResearchIn the event that the Merger is not consummated and development expenses decreased in
fiscal 2025 as comparedsubject to fiscalour 2024, largely dueability to theattract retirementsufficient of our Senior Vice-President, Clinical & Regulatory at the
end of June 2024. We do not currently have plansfunding to fillcontinue this position. However,operations, we expect our research and development expenses to increase
significantly in future periods as we continue to implement our business strategy, which includes advancing our drug candidates and our
manufacturing technologies through the extensive preclinical testing and into clinical development, expanding our research and development
efforts, including hiring additional personnel to support our research and development efforts, ultimately seeking regulatory approvals
for our drug candidates that successfully complete clinical trials, and further developing selected R&D and commercial activities.
In addition, drug candidates in later stages of clinical development generally incur higher development costs than those in earlier stages
of clinical development, primarily due to the increased size and duration of later-stage clinical trials. Accordingly, although we expect
our research and development expenses to increase as our drug candidates advance into later stages of clinical development, we do not
believe that it is possible, at this time, to accurately project total program-specific expenses through to commercialization. There
are numerous factors associated with the successful commercialization of any of our Product Candidates, including future trial design
and various regulatory requirements, many of which cannot be determined with accuracy at this time based on our stage of development.
Amortization
and Depreciation
Intangible
assets are comprised of intellectual property that we acquired in 2014 and 2015 and trade secrets, product formulation knowledge, and
patents that we acquired in October 2021. The acquired intellectual property and patents are amortized on a straight-line basis based
on their estimated useful lives. Equipment and leasehold improvements are depreciated using the straight-line method based on their estimated
useful lives.
What changed in the latest 10-Q
Risk Factors
New heading “We are winding down our only revenue-generating business segment, which creates substantial uncertainty regarding our liquidity, results of operations, prospects, and ability to continue as a going concern.”
New heading “Any actual or threatened delisting of our securities by Nasdaq could have a material and adverse effect on our business, operations and financial condition, and could, among other things, limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.”
Removed heading “The adoption of H.R. 5371, the “Continuing Appropriations, Agriculture, Legislative Branch, Military Construction and Veterans, and Extensions Act, 2026” could materially impact the operations of the Company’s subsidiary, BayMedica.”
Largest changes
“We are winding down our only revenue-generating business segment, which creates substantial uncertainty regarding our liquidity, results of operations, prospects, and ability to continue as a going concern.”see in full comparison
“Any actual or threatened delisting of our securities by Nasdaq could have a material and adverse effect on our business, operations and financial condition, and could, among other things, limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.”see in full comparison
“Because BayMedica’s commercial operations is our only revenue-generating business segment, our ability to comply with debt covenants and other financial maintenance requirements may be adversely affected, and we may be unable to monetize assets on terms and timing that support our liquidity needs. The wind down may negatively affect our workforce and internal controls, and our reduced revenues and potential losses could affect our access to capital. …”see in full comparison
“Delisting from The Nasdaq Capital Market could materially and adversely affect our ability to raise additional financing through the public or private sale of equity securities, would significantly affect the ability of investors to trade our securities and would negatively affect the value and liquidity of our securities, including our common shares. …”see in full comparison
“Furthermore, the National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our common shares are currently listed on The Nasdaq Capital Market, such securities will be deemed covered securities. …”see in full comparison
“In the event we do not evidence compliance with the minimum bid price rule during the 180-day grace period, we may be eligible for an additional 180 calendar day grace period. To qualify, we will be required to meet the continued listing requirement for market value of publicly held shares and all other listing standards for The Nasdaq Capital Market, with the exception of the minimum bid price rule, and will need to provide written notice of our intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary, to Nasdaq. …”see in full comparison
Full comparison: every changed paragraph (12)
We are winding down our only revenue-generating business segment, which creates substantial uncertainty regarding our liquidity, results of operations, prospects, and ability to continue as a going concern.
On March 4, 2026, our board of directors ratified BayMedica’s decision to wind down and exit its commercial operations. We intend to substantially complete the wind down prior to June 30, 2026, while continuing limited commercial activities in the interim. The wind down may take longer or cost more than anticipated, and we may not realize expected savings, proceeds or strategic benefits. We expect to incur approximately $550,000 in severance and other employee-related costs and approximately $120,000 in additional related expenditures through the end of the fiscal year, partially offset by profits from product sales prior to completion; we may also incur other charges and may be unable to exit or assign contracts on acceptable terms. As a result, our liquidity, cash flows, results of operations, and financial condition are subject to significant uncertainty, and there can be no assurance that we will be able to fund operations or meet obligations as they come due.
Because BayMedica’s commercial operations is our only revenue-generating business segment, our ability to comply with debt covenants and other financial maintenance requirements may be adversely affected, and we may be unable to monetize assets on terms and timing that support our liquidity needs. The wind down may negatively affect our workforce and internal controls, and our reduced revenues and potential losses could affect our access to capital. Execution of the wind down and the corresponding transition depends on numerous assumptions and external factors, and delays or shortfalls could further increase costs, reduce liquidity, and adversely affect our ability to pursue strategic opportunities. There can be no assurance that we will successfully transition to a new business model or generate sustainable revenues or profitability in the future; if we cannot, our business, financial condition, results of operations, and prospects would be materially and adversely affected, and we may need to undertake additional restructuring or other actions that could be dilutive or otherwise detrimental to investors.
Any actual or threatened delisting of our securities by Nasdaq could have a material and adverse effect on our business, operations and financial condition, and could, among other things, limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
As previously reported, on March 27, 2026, we received a written notice from the Listing Qualifications Department of Nasdaq, notifying us that the closing bid price of our common shares over a period of 30 consecutive trading days was below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2), during the February 11, 2026 to March 26, 2026 period.
In accordance with applicable Nasdaq procedures, we have a period of 180 calendar days following the receipt of the written notice mentioned above to cure the deficiency and regain compliance. The notice has no immediate impact on the listing of our common shares, which will continue to trade on The Nasdaq Capital Market subject to our continued compliance with the other listing requirements of The Nasdaq Capital Market. Our common shares will continue to trade under the symbol “INM”. We intend to monitor the closing share price for our common shares and explore available options to regain compliance.
In the event we do not evidence compliance with the minimum bid price rule during the 180-day grace period, we may be eligible for an additional 180 calendar day grace period. To qualify, we will be required to meet the continued listing requirement for market value of publicly held shares and all other listing standards for The Nasdaq Capital Market, with the exception of the minimum bid price rule, and will need to provide written notice of our intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary, to Nasdaq. If it appears to the staff of Nasdaq that we will not be able to cure the deficiency, or if we are otherwise not eligible, we will not be entitled to an additional 180 calendar days grace period and Nasdaq will provide notice to us that our securities will be subject to delisting. If we do not regain compliance within the allotted compliance period(s), including any extensions that may be granted by Nasdaq, it is expected that Nasdaq would notify us that our common shares are subject to delisting. If we are notified by Nasdaq that our securities are subject to delisting, we may appeal such determination to the Panel, but our securities would be automatically suspended from trading on The Nasdaq Capital Market pending the completion of the appeal process. There can be no assurance that any such appeal would be successful or that we would be able to evidence compliance with the terms of any extension that may be granted by the Panel.
Delisting from The Nasdaq Capital Market could materially and adversely affect our ability to raise additional financing through the public or private sale of equity securities, would significantly affect the ability of investors to trade our securities and would negatively affect the value and liquidity of our securities, including our common shares. The actual or threatened delisting of our securities could also have other material and adverse consequences, including the potential loss of confidence by employees and other stakeholders, the loss of institutional investor interest and fewer business development opportunities, limited availability of market quotations for our securities, reduced liquidity with respect to our securities, a determination that our common shares is “penny stock,” which will require brokers trading in our common shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our common shares, and limited amount of news and analyst coverage of us. To the extent that our common shares became eligible to trade on the OTC Bulletin Board, another over-the-counter quotation system, or on the pink sheets, an investor may find it more difficult to dispose of their common shares or obtain accurate quotations as to the market value of our common shares.
Furthermore, the National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our common shares are currently listed on The Nasdaq Capital Market, such securities will be deemed covered securities. Although the states will be preempted from regulating the sale of our securities, the federal statute does allow states to investigate companies if there is a suspicion of fraud and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. Additionally, if we were no longer listed on The Nasdaq Capital Market, our securities would not be covered securities and we would be subject to regulations in each state in which we offer our securities. Upon a delisting of our common shares, this offering would immediately terminate.
The adoption of H.R. 5371, the “Continuing
Appropriations, Agriculture, Legislative Branch, Military Construction and Veterans, and Extensions Act, 2026” could materially
impact the operations of the Company’s subsidiary, BayMedica.
Recently, U.S. congressional legislation H.R. 5371, the “Continuing
Appropriations, Agriculture, Legislative Branch, Military Construction and Veterans Affairs, and Extensions Act, 2026” (the “Act”)
was signed into law. The Act, in its current form and without further amendment, will have a material negative impact on BayMedica, a
subsidiary of the Company. Specifically, certain aspects of BayMedica’s commercial business and its inventory of rare, non-intoxicating
cannabinoids would be prohibited under the Act if it comes into force on November 12, 2026, in its current form. It is unknown to the
Company whether the sections of the Act that would impact BayMedica will ultimately go into effect on November 12, 2026, or at all, or
if those sections will be replaced, impacted or amended by subsequent acts of U.S. policymakers.
BayMedica is evaluating alternative options,
but has not set a timetable for the conclusion of its evaluation, nor has it made any definitive decisions related to any potential
alternative options at this time. In the meantime, BayMedica is continuing to sell its inventory of rare, non-intoxicating
cannabinoids. Without timely, meaningful changes to the Act, we would need to write-off any inventory that BayMedica is unable to
sell prior to the Act becoming effective and take other actions, which could include divesting BayMedica’s commercial
business, if possible, pivoting to other manufacturing techniques, if commercially viable, or discontinuing
BayMedica’s commercial business, all of which would have a material adverse effect on our business, results of operations
and financial condition.
Management's Discussion & Analysis (MD&A)
New heading “NASDAQ Delisting Notice”
New heading “Key Observations:”
New heading “Loss from discontinued operations”
New heading “General and Administrative Expenses”
New heading “Loss from discontinued operations”
New heading “Comparison of the Nine Months Ended March 31, 2026 and 2025”
New heading “General and Administrative Expenses”
New heading “Loss from discontinued operations”
Removed heading “Standby Equity Purchase Agreement (‘SEPA’) Update”
Removed heading “Operating Expenses”
Removed heading “Comparison of the Three Months Ended December 31, 2025 and 2024 for the Commercial Segment”
Removed heading “Comparison of the Six Months Ended December 31, 2025 and 2024 for the Pharma Segment”
Removed heading “Research and Development Expenses”
Removed heading “Finance Expense”
Removed heading “Comparison of the Six Months Ended December 31, 2025 and 2024 for the Commercial Segment”
Largest changes
“Delisting from The Nasdaq Capital Market could materially and adversely affect our ability to raise additional financing through the public or private sale of equity securities, would significantly affect the ability of investors to trade our securities and would negatively affect the value and liquidity of our securities, including our common shares. …”see in full comparison
“In the event we do not evidence compliance with the Minimum Bid Price Rule during the 180-day grace period, we may be eligible for an additional 180 calendar day grace period. To qualify, we will be required to meet the continued listing requirement for market value of publicly held shares and all other listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price Rule, and will need to provide written notice of our intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary, to Nasdaq. …”see in full comparison
“Cost of goods sold decreased by less than $0.01 million in our Commercial segment, or 2%, for the three months ended December 31, 2025, as compared to the three months ended December 31, 2024. The decrease in cost of goods sold is primarily the result of the Company lowering its supply chain costs and a decrease in sales offset by a write-down of inventory to net realizable value during the three months ended December 31, 2025.”see in full comparison
“Cost of goods sold decreased by less than $0.1 million in our Commercial segment, or 5%, for the six months ended December 31, 2025 as compared to the six months ended December 31, 2024. The decrease in cost of goods sold is primarily the result of lower sales, along with lower supply chain costs, offset by a write-down of inventory to net realizable value during the six months ended December 31, 2025.”see in full comparison
“Comparison of the Three Months Ended December 31, 2025 and 2024 for the Commercial Segment”see in full comparison
Full comparison: every changed paragraph (85)
We are a pharmaceutical drug development company
with a pipeline of proprietary small molecule drug candidates that are preferential signaling ligands of the endogenous CB1 and CB2 receptors
as well as other receptor targets linked to human disease. CB1 and CB2 receptors are each part of the endocannabinoid system that is
found throughout the human body and is responsible for many homeostatic functions. CB1 receptors are primarily located in the brain and
central nervous system, while CB2 receptors are involved in modulating neuroinflammation and immune responses. Our research efforts target
the treatment of diseases with high unmet medical needs. Together with our wholly owned subsidiary, BayMedica, LLC, or BayMedica, we
also have significant know-how in developing proprietary manufacturing approaches to produce and sell bulk rare cannabinoids as ingredients
for various market sectors.sectors, or Products We have sought to focus on the research and development
of preferential signaling ligands of CB1 and CB2, and have produced a library of novel, proprietary drug candidates, or Product Candidates.
These Product Candidates are patentable new chemical entities, or NCEs, for pharmaceutical development, aimed at targeting diverse clinical
indications. Our current potential pharmaceutical pipeline consists of three programs, with drug candidates targeting Alzheimer’s
disease, dry Age-Related Macular Degeneration, or dry AMD, and Epidermolysis Bullosa, or EB.
We have sought to focus on the research and development
of preferential signaling ligands of CB1 and CB2, and have produced a library of novel, proprietary drug candidates, or Product Candidates.
These Product Candidates are patentable new chemical entities, or NCEs, for pharmaceutical development, aimed at targeting diverse clinical
indications. Our current potential pharmaceutical pipeline consists of three programs, with drug candidates targeting Alzheimer’s
disease, dry Age-Related Macular Degeneration, or dry AMD, and Epidermolysis Bullosa, or EB.
Our
INM-901 is a proprietary small molecule,
disease modifying drug candidate being developed as a potential treatment for Alzheimer’s
disease. INM-901 has multiple potential
mechanisms of action as a preferential signaling agonist for both CB1 and CB2 receptors, as well
as impacting the peroxisome proliferator-activated
receptor, or PPAR, signaling pathway. Across multiple preclinical studies, INM-901’s
primary mechanism of action is the reduction
of neuroinflammation, with statistically significant effects demonstrated in both ex vivo
and in vivo models. Additionally, INM-901 targets
several other mechanisms of action offering a unique treatment approach targeting several
biological pathways associated with Alzheimer’s disease. More recently, these findings translated into advanced human brain
disease.organoid systems, where INM-901 showed significant dose-dependent reductions in key pro-inflammatory markers. Together, these data meaningfully
de-risk the program and strengthen confidence as the program advances toward a pre-IND meeting and subsequent human clinical trials.
NASDAQ Delisting Notice
As previously reported, on March 27, 2026, we received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC, or Nasdaq, notifying us that the closing bid price of our common shares over a period of 30 consecutive trading days was below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2), or the Minimum Bid Price Rule, during the February 11, 2026 to March 26, 2026 period.
In accordance with applicable Nasdaq procedures, we have a period of 180 calendar days following the receipt of the written notice mentioned above to cure the deficiency and regain compliance. The notice has no immediate impact on the listing of our common shares, which will continue to trade on The Nasdaq Capital Market subject to our continued compliance with the other listing requirements of The Nasdaq Capital Market. Our common shares will continue to trade under the symbol “INM”. We intend to monitor the closing share price for our common shares and explore available options to regain compliance.
In the event we do not evidence compliance with the Minimum Bid Price Rule during the 180-day grace period, we may be eligible for an additional 180 calendar day grace period. To qualify, we will be required to meet the continued listing requirement for market value of publicly held shares and all other listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price Rule, and will need to provide written notice of our intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary, to Nasdaq. If it appears to the staff of Nasdaq that we will not be able to cure the deficiency, or if we are otherwise not eligible, we will not be entitled to an additional 180 calendar days grace period and Nasdaq will provide notice to us that our securities will be subject to delisting. If we do not regain compliance within the allotted compliance period(s), including any extensions that may be granted by Nasdaq, it is expected that Nasdaq would notify us that our common shares are subject to delisting. If we are notified by Nasdaq that our securities are subject to delisting, we may appeal such determination to a Nasdaq Hearings Panel, or the Panel, but our securities would be automatically suspended from trading on The Nasdaq Capital Market pending the completion of the appeal process. There can be no assurance that any such appeal would be successful or that we would be able to evidence compliance with the terms of any extension that may be granted by the Panel.
Delisting from The Nasdaq Capital Market could materially and adversely affect our ability to raise additional financing through the public or private sale of equity securities, would significantly affect the ability of investors to trade our securities and would negatively affect the value and liquidity of our securities, including our common shares. The actual or threatened delisting of our securities could also have other material and adverse consequences, including the potential loss of confidence by employees and other stakeholders, the loss of institutional investor interest and fewer business development opportunities, limited availability of market quotations for our securities, reduced liquidity with respect to our securities, a determination that our common shares is “penny stock,” which will require brokers trading in our common shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our common shares, and limited amount of news and analyst coverage of us. To the extent that our common shares became eligible to trade on the OTC Bulletin Board, another over-the-counter quotation system, or on the pink sheets, an investor may find it more difficult to dispose of their common shares or obtain accurate quotations as to the market value of our common shares.
Standby Equity Purchase Agreement (‘SEPA’) Update
At the Company’s 2025 Annual General and
Special Meeting, the shareholders voted to approve the potential issuance of 20% or more of the Company’s common shares issued and
outstanding as of December 13, 2024, pursuant to the Standby Equity Purchase Agreement with YA II PN, Ltd., as amended on June 13, 2025,
pursuant to Nasdaq Listing Rules 5635(d) and 5635(b).
UpdateWind onDown of BayMedica’s Commercial Business
Operations
Recently,As U.S.previously congressional legislationreported, H.R.
5371, the “Continuing
Appropriations, Agriculture, Legislative Branch, Military Construction and Veterans Affairs, and Extensions
Act, 2026” (the “Act”)
was signed into law. The Act, in its current form and without further amendment, will have a material negative impact on BayMedica,BayMedica
LLC (“BayMedica”), a wholly owned subsidiary of the Company. Specifically, certain aspects of BayMedica’s commercial
business and its inventory of rare, non-intoxicating
cannabinoids would be prohibited under the Act if it comesbecomes intoeffective forceas planned
on November 12, 2026, in its current form.2026.
On March 4, 2026, our board of directors ratified, confirmed and approved the decision of the board members of BayMedica to wind down and exit BayMedica’s commercial operations business segment (“commercial operations”), which is the only revenue-generating commercial operations of the Company. BayMedica intends to substantially complete the wind down and exit prior to the end of its fiscal year ending June 30, 2026. During the interim period leading to the completion of operational wind down, BayMedica will continue its commercial operations including sales, marketing, limited manufacturing, and logistics. Following the wind down of commercial operations, we will focus exclusively on the development of our Product Candidates, including INM-901 for Alzheimer's disease and INM-089 for dry Age-related Macular Degeneration as they advance towards IND filings and initial human clinical trials.
In connection with the wind down of commercial operations, BayMedica is expected to incur severance and other employee-related costs of approximately $550,000 and expects to incur additional related expenditures of approximately $120,000 through the end of the fiscal year. These expenditures are expected to be reduced by the profits from the sale of BayMedica’s products prior to the completion of operational wind down.
The estimates of the charges and costs that BayMedica expects to incur, and the timing thereof, as well as its revenue expectations, are subject to a number of assumptions and actual results may differ materially from those described above. In addition, BayMedica may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur as a result of or in connection with the wind down of its commercial operations.
It is unknown to the Company whether the sections of the Act that would
impact BayMedica will ultimately go into effect on November 12, 2026, or at all, or if those sections will be replaced, impacted or amended
by subsequent acts of U.S. policymakers. The Company supports a balanced, science-based regulatory approach that promotes consumer safety
while preserving responsible access to non-intoxicating cannabinoid products.
BayMedica is evaluating alternative options but has not set a timetable
for the conclusion of its evaluation, nor has it made any definitive decisions related to any potential alternative options at this time.
In the meantime, BayMedica is continuing to sell its inventory of rare, non-intoxicating cannabinoids. Without timely, meaningful changes
to the Act, we would need to write-off any inventory that BayMedica is unable to sell prior to the Act becoming effective
and take other actions, which could include divesting BayMedica’s commercial business, if possible, pivoting to other manufacturing
techniques, if commercially viable, or discontinuing BayMedica’s commercial business, all of which would have a material adverse
effect on our business, results of operations and financial condition.
INM-901Pharmaceutical Program Updates
In March 2026, we provided a pharmaceutical development outlook for 2026.
2026 Development Priorities for INM-901 included:
Development priorities for INM-089 included:
In March 2026, we announced new preclinical data demonstrating the effects of INM-901 in reducing neuroinflammation in 3D human brain organoid models of Alzheimer’s disease.
These studies, conducted in collaboration with Stem Pharm, Inc. (“Stem Pharm”) using their proprietary platform of human neuro-immune organoids, represent a key step in translating prior animal model results for INM-901 into a human-relevant system, helping to de-risk the INM-901 program ahead of a first-in-human clinical trial.
The in vitro human organoid models represent some of the closest approximations to human brain tissue currently available, incorporating a complex cellular environment relevant to neurodegenerative disease. The organoids are composed of neurons, astrocytes, vascular cells and feature microglia, the brain’s resident immune cells, and can be used to bridge the gap between traditional animal models and human clinical trials.
INM-901 was evaluated in two distinct human 3D organoid models: a general model of neuroinflammation induced with lipopolysaccharide (“LPS”) and interferon-gamma (“IFN-γ”); and, Stem Pharm’s proprietary neuroinflammation Alzheimer’s disease model with specific features observed in Alzheimer’s disease patients.
Key Observations:
The consistency of INM-901’s anti-inflammatory effects across in vivo animal models, ex vivo systems and now human 3D brain organoids provide increasing confidence in the compound’s potential to translate into clinical benefit in humans with neuroinflammatory conditions.
December 2025 – InMed announced the successful completion of
pharmacokinetic studies in large animal models for its Alzheimer’s disease candidate INM-901. This marked the first preclinical
study in which the oral formulation of INM-901 was administered in large animals. The results provide additional data in guiding decisions
in the design of a human Phase 1 clinical trial program. In parallel, InMed has completed additional chemistry, manufacturing, and controls
development to scale the INM-901 manufacturing process in preparation for Investigational New Drug enabling studies and regulatory interaction
with the Food and Drug Administration (“FDA”).
Revenue
Our revenue consists of manufacturing and distribution
sales of bulk rare cannabinoid products, which are recognized at a point in time. We recognize revenue when control over the products
has been transferred to the customer and we have a present right to payment.
Cost of Sales
Cost of sales consist primarily of the purchase
price of goods and cost of services rendered, freight costs, warehousing costs, and purchasing costs. Cost of sales also includes production
and labor costs for our manufacturing business.
Operating Expenses
Research and development expenses represent costs
incurred by us for
the discovery, development,discovery and manufacturedevelopment of our Products and Product Candidates and include:
We expense research and development costs as
incurred. We recognize expenses for certain development activities, such as preclinical studies and manufacturing,studies, based on an evaluation
of the progress
to completion of specific tasks using data or other information provided to us by our vendors. Payments for these activities
are based
on the terms of the individual agreements, which may differ from the pattern of expenses incurred. Non-refundable advance payments for
for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. These
amounts are recognized as an expense as the goods are delivered or the related services are performed, or until it is no longer expected
that the goods will be delivered, or the services rendered.
The successful development of our Products and
Product Candidates
is highly uncertain. At this time, we cannot reasonably estimate or know the nature, timing, and estimated costs of
the efforts that
will be necessary to complete the remainder of the development of our Product Candidates or to develop and commercialize
additional Products.
We are also unable to predict when, if ever, material net cash inflows will commence from our Product Candidates,
if approved. This is
due to the numerous risks and uncertainties associated with development, including the uncertainty related to:
A change in the outcome of any of these variables
with respect to the development of any of our Products or Product Candidates would significantly change the costs and timing associated
with the development
of those Products or Product Candidates.
Loss from discontinued operations
Discontinued operations for the three months ended March 31, 2026 and 2025, reflect the results of our former segment BayMedica Commercial.
We have two operating and reportable segments
based on the management approach which designates the internal reporting used by the Chief Operating Decision Maker (“CODM”),
which is our Chief Executive Officer and the senior management team, for making decisions and assessing performance as the source of
our reportable segments. The CODM allocates resources and assesses the performance of each operating segment based on potential licensing
opportunities, historical and potential future product sales, operating expenses, and operating income (loss) before interest and taxes.
We have determined our reportable segments to be InMed Pharmaceuticals (“Pharma”) and BayMedica Commercial (“Commercial”)
based on the information used by the CODM.
Comparison of the Three Months Ended December March
31, 20252026 and 2024 for
the Pharma Segment2025
Research and development expenses decreasedincreased by
$0.3$0.6 million in our Pharma segment,million, or 30%,141%, for the three months ended DecemberMarch 31, 20252026, as compared to the three months ended December
March 31, 2024.2025. The decrease increase
in research and development expenses was primarily due to a decrease inhigher external contractorscontractor and research supplies,
offsetsupply by an increase in personnel compensation. However, we expect our research and development expenses to increase significantly in
future periods as we continue to implement our business strategy.costs.
General and Administrative Expenses
General and administrative expenses decreased
increased by $0.04$0.2 million in our Pharma segment,million, or 3%, 10%,
for the three months ended DecemberMarch 31, 20252026, as compared to the three months ended December
March 31, 2024.2025. The decreaseincrease is primarily due to loweran professionalincrease
in feesSalaries and investor relations fees. We anticipate general and administrative expenses to remain consistent in future periods.Benefits.
Loss from discontinued operations
Loss from discontinued operations was $0.2 million for the three months ended March 31, 2026, compared to a loss of less than $0.1 million for the three months ended March 31, 2025. The decrease is primarily due to lower gross profit and higher general and administrative expenses.
Comparison of the Nine Months Ended March 31, 2026 and 2025
General and Administrative Expenses
General and administrative expenses increased by $0.1 million in our Pharma segment, or 4%, for the nine months ended March 31, 2026, as compared to the nine months ended March 31, 2025. The increase is primarily due to higher legal expenses and severance expenses, offset by a decrease primarily in patent fees, and investor relations fees.
Interest and other income increased by $0.1 million in our Pharma segment, or 108% for the nine months ended March 31, 2026, as compared to the nine months ended March 31, 2025. The increase primarily results from the increase in our average cash on hand during the current year.
Finance expenses decreased by $352,000 in our InMed Pharma segment,
for the three months ended December 31, 2025, as compared to the three months ended December 31, 2024. The decrease in finance expenses
resulted from the one-time nonrecurring fees relating to instituting the SEPA in December 2024.
Comparison of the Three Months Ended December 31, 2025 and 2024 for
the Commercial Segment
Sales decreased by $0.3 million in our Commercial segment, or 26%,
for the three months ended December 31, 2025 as compared to the three months ended December 31, 2024. The decline in sales is due to the
uncertainty around the synthetic cannabinoid market arising from the changes in the Act , also the Company has lowered the sales
price to attract more customers. The Commercial segment will continue to evaluate opportunities for potential structured supply arrangements
and collaborations for the commercial business. Sales and marketing efforts will remain focused on products that contribute the highest
margins, where the Commercial segment continues to hold a strong competitive position.
Cost of Sales
Cost of goods sold decreased by less than $0.01 million in our Commercial
segment, or 2%, for the three months ended December 31, 2025, as compared to the three months ended December 31, 2024. The decrease in
cost of goods sold is primarily the result of the Company lowering its supply chain costs and a decrease in sales offset by a write-down
of inventory to net realizable value during the three months ended December 31, 2025.
General and administrative expenses decreased
by less than $0.1 million in our Commercial segment, or 17%, for the three months ended December 31, 2025 as compared to the three months
ended December 31, 2024. The decrease results primarily due to lower professional fees and marketing fees.
Comparison of the Six Months Ended December 31, 2025 and 2024 for the Pharma Segment
Research and Development Expenses
Research and development expenses decreased by
$0.4 million in our Pharma segment, or 24%, for the six months ended December 31, 2025 as compared to the six months ended December 31,
2024. The decrease in research and development expenses was primarily due to a decrease in external contractors and research supplies,
offset by an increase in personnel compensation. However, we expect our research and development expenses to increase significantly in
future periods as we continue to implement our business strategy.
General and administrative expenses decreased by $0.1 million in our
Pharma segment, or 4%, for the six months ended December 31, 2025 as compared to the six months ended December 31, 2024. The decrease
is primarily due to lower professional fees and investor relations fees.
INM insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 7 Form 4 filings (4 insiders, 22 trade dates, 879,896 shares, about $1.3M) and open-market sales in 0 filings. Net open-market shares: 879,896 (purchases minus sales); net value about $1.3M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-10-05 | Adar1 Capital Management, Llc |
Open-market purchase | 18,182 | $1.33 | $24.2K |
| 2026-10-02 | Adar1 Capital Management, Llc |
Open-market purchase | 8,307 | $1.33 | $11.0K |
| 2026-10-01 | Adar1 Capital Management, Llc |
Open-market purchase | 16,431 | $1.33 | $21.8K |
| 2026-09-16 | Schneeberger Daniel |
Open-market purchase | 8,340 | $1.29 | $10.8K |
| 2026-09-15 | Schneeberger Daniel |
Open-market purchase | 54,256 | $1.30 | $70.5K |
| 2026-09-14 | Schneeberger Daniel |
Open-market purchase | 28,505 | $1.29 | $36.8K |
| 2026-07-16 | Vivo Opportunity Cayman Fund, L.p. |
Open-market purchase | 2 | $1.55 | $3 |
| 2026-07-16 | Vivo Opportunity Cayman Fund, L.p. |
Open-market purchase | 19 | $1.55 | $29 |
| 2026-07-15 | Adar1 Capital Management, Llc |
Open-market purchase | 1,000 | $1.56 | $1.6K |
| 2026-07-15 | Vivo Opportunity Cayman Fund, L.p. |
Open-market purchase | 1,389 | $1.55 | $2.2K |
| 2026-07-15 | Vivo Opportunity Cayman Fund, L.p. |
Open-market purchase | 13,761 | $1.55 | $21.3K |
| 2026-07-14 | Vivo Opportunity Cayman Fund, L.p. |
Open-market purchase | 493 | $1.55 | $764 |
| 2026-07-14 | Vivo Opportunity Cayman Fund, L.p. |
Open-market purchase | 4,882 | $1.55 | $7.6K |
| 2026-07-02 | Vivo Opportunity, Llc |
Open-market purchase | 147 | $1.55 | $228 |
| 2026-07-02 | Vivo Opportunity, Llc |
Open-market purchase | 1,460 | $1.55 | $2.3K |
| 2026-07-01 | Vivo Opportunity, Llc |
Open-market purchase | 398 | $1.55 | $617 |
| 2026-07-01 | Vivo Opportunity, Llc |
Open-market purchase | 3,946 | $1.55 | $6.1K |
| 2026-06-30 | Vivo Opportunity, Llc |
Open-market purchase | 545 | $1.54 | $839 |
| 2026-06-30 | Vivo Opportunity, Llc |
Open-market purchase | 55 | $1.54 | $85 |
| 2026-06-08 | Vivo Opportunity, Llc |
Open-market purchase | 2,982 | $1.52 | $4.5K |
| 2026-06-08 | Vivo Opportunity, Llc |
Open-market purchase | 29,518 | $1.52 | $44.9K |
| 2026-06-05 | Vivo Opportunity, Llc |
Open-market purchase | 49,966 | $1.57 | $78.4K |
| 2026-06-05 | Vivo Opportunity, Llc |
Open-market purchase | 5,045 | $1.57 | $7.9K |
| 2026-06-04 | Vivo Opportunity, Llc |
Open-market purchase | 6,125 | $1.57 | $9.6K |
| 2026-06-04 | Vivo Opportunity, Llc |
Open-market purchase | 618 | $1.57 | $970 |
| 2026-06-03 | Vivo Opportunity, Llc |
Open-market purchase | 7,069 | $1.55 | $11.0K |
| 2026-06-03 | Vivo Opportunity, Llc |
Open-market purchase | 714 | $1.55 | $1.1K |
| 2026-06-02 | Vivo Opportunity, Llc |
Open-market purchase | 20,753 | $1.52 | $31.5K |
| 2026-06-02 | Vivo Opportunity, Llc |
Open-market purchase | 2,095 | $1.52 | $3.2K |
| 2026-06-01 | Vivo Opportunity, Llc |
Open-market purchase | 14,838 | $1.55 | $23.0K |
| 2026-06-01 | Vivo Opportunity, Llc |
Open-market purchase | 1,498 | $1.55 | $2.3K |
| 2026-05-29 | Vivo Opportunity, Llc |
Open-market purchase | 16,164 | $1.57 | $25.4K |
| 2026-05-29 | Vivo Opportunity, Llc |
Open-market purchase | 1,632 | $1.57 | $2.6K |
| 2026-05-21 | Vivo Opportunity, Llc |
Open-market purchase | 30,882 | $1.69 | $52.2K |
| 2026-05-21 | Vivo Opportunity, Llc |
Open-market purchase | 3,118 | $1.69 | $5.3K |
| 2026-05-20 | Vivo Opportunity, Llc |
Open-market purchase | 51,056 | $1.56 | $79.6K |
| 2026-05-20 | Vivo Opportunity, Llc |
Open-market purchase | 5,154 | $1.56 | $8.0K |
| 2026-05-19 | Schneeberger Daniel |
Open-market purchase | 68,551 | $1.60 | $109.7K |
| 2026-05-19 | Schneeberger Daniel |
Open-market purchase | 200,000 | $1.56 | $312.0K |
| 2026-05-19 | Schneeberger Daniel |
Open-market purchase | 200,000 | $1.50 | $300.0K |
Well-known investors holding INM (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 26,084 | $40.4K | 0.0% | Reduced 44% |