As filed with the Securities and Exchange Commission
on December 7, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INMED PHARMACEUTICALS INC.
(Exact name of registrant as specified in its charter)
British Columbia |
|
2834 |
|
98-1428279 |
(State or other jurisdiction of
incorporation or organization) |
|
(Primary Standard Industrial
Classification Code Number) |
|
(I.R.S. Employer
Identification Number) |
Suite 310 - 815 West Hastings Street
Vancouver, British Columbia, Canada
V6C 1B4
(604) 669-7207
(Address, including zip code and telephone number,
including area code, of registrant’s principal executive offices)
Registered Agent Solutions, Inc.
1100 H Street NW, Suite 840
Washington, D.C. 20005
(888) 705-7274
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
with copies to:
Sarah Li
Vice President, Accounting and Controller
InMed Pharmaceuticals Inc.
Suite 310 – 815 West Hastings Street
Vancouver, British Columbia V6C 1B4
Canada
(604) 669-7207 |
|
Brian Fenske
Norton Rose Fulbright US LLP
1301 McKinney, Suite 5100
Houston, Texas 77010-3095
United States
(713) 651-5557 |
Approximate date of commencement of proposed
sale to the public: From time to time after the effective date of this registration statement.
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:
☒
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering: ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering: ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer: |
☐ |
Accelerated filer: |
☐ |
Non-accelerated filer: |
☒ |
Smaller reporting company: |
☒ |
|
Emerging Growth Company: |
☒ |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐
The registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission
acting pursuant to said Section 8(a), may determine.
The information
in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement
filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities
and it is not soliciting offers to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION,
DATED DECEMBER 7, 2022
PRELIMINARY PROSPECTUS
5,090,918 Common Shares
InMed Pharmaceuticals Inc.
This prospectus relates to the offer and resale
by the selling shareholders identified herein, or the Selling Shareholders, or any of their pledgees, donees, assignees and successors-in-interest,
or collectively, the permitted transferees, of up to 5,090,918 of our common shares, no par value per share, or the common shares, consisting
of (i) 150,000 common shares issued to the Selling Shareholders in a private placement consummated in November 2022, or the November Private
Placement, (ii) 1,668,185 common shares issuable upon exercise of pre-funded warrants issued to the Selling Shareholders in the November
Private Placement and (iii) 3,272,733 common shares issuable upon the exercise of preferred investment options issued to the Selling Shareholders
in the November Private Placement. See “Prospectus Summary—Recent Developments—November Private Placement”
for additional information.
We will not receive any proceeds from the sale
of common shares by the Selling Shareholders. However, upon (i) the cash exercise of the pre-funded warrants, we will receive the exercise
price of such warrants, for an aggregate of approximately $166.82 and (ii) the cash exercise of the preferred investment options, we will
receive the exercise price of such options, for an aggregate of approximately $10.0 million. We will bear all fees and expenses incident
to our obligation to register the common shares covered by this prospectus. Brokerage fees, underwriting discounts and commissions, and
similar expenses, if any, attributable to the sale of common shares offered hereby will be borne by the applicable Selling Shareholder.
The Selling Shareholders and any of their permitted
transferees may offer and sell the common shares covered by this prospectus in a number of different ways and at varying prices. See “Plan
of Distribution” beginning on page 16 for additional information.
Our common shares are listed on the Nasdaq Capital
Market under the symbol “INM”. On December 6, 2022, the last reported sale price of our common shares on the Nasdaq Capital
Market was $2.43 per share.
We are an “emerging growth company”
and a “smaller reporting company” under the federal securities laws and are subject to reduced public company reporting requirements.
See “Prospectus Summary—Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”
Investing in our common shares involves a
high degree of risk. Before you invest in our common shares, you should carefully read the section entitled “Risk Factors”
on page 6 of this prospectus, and other risk factors contained in any applicable prospectus supplement and in the documents incorporated
by reference herein and therein.
We may amend or supplement this prospectus from
time to time by filing amendments or supplements as required. You should carefully read this entire prospectus, any amendments or supplements,
and the documents incorporated or deemed incorporated by reference herein and therein, before you make your investment decision.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
Prospectus dated ,
2022
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS AND EXCHANGE RATES
You should rely only on the information contained
in, or incorporated by reference into, this prospectus, and any applicable prospectus supplement or free writing prospectus that we have
authorized for use in connection with this offering. Neither we nor the Selling Shareholders have authorized anyone to provide you with
additional information or information that is different. This prospectus is an offer to sell only the securities offered hereby and only
under circumstances and in jurisdictions where it is lawful to do so. The information appearing in this prospectus is accurate only as
of the date of this prospectus and any information we have incorporated by reference is accurate only as of the date of the document incorporated
by reference, regardless of the time of delivery of this prospectus or of any sale of the common shares offered hereby. Our business,
financial condition, results of operations and prospects may have changed since those dates.
We obtained the industry, market and competitive
position data in this prospectus and the documents incorporated by reference herein from our own internal estimates and research as well
as from industry and general publications and research surveys and studies conducted by third parties. This information involves many
assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the
accuracy or completeness of the data contained in these industry publications and reports. The industry in which we operate is subject
to a high degree of uncertainty and risk due to a variety of factors, including those described under the heading “Risk Factors”
in this prospectus and under similar headings in the documents incorporated by reference into this prospectus, that could cause results
to differ materially from those expressed or implied in these publications and reports.
For investors outside the United States: Neither
we nor the Selling Shareholders have done anything that would permit this offering or possession or distribution of this prospectus in
any jurisdiction where action for that purpose is required, other than in the United States. Persons who come into possession of this
prospectus in a jurisdiction outside the United States must inform themselves about, and observe any restrictions relating to, this offering
and the distribution of this prospectus.
This prospectus contains references to our trademark
and to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service
marks referred to in this prospectus, including logos, artwork and other visual displays, may appear without the ® or ™ symbols,
but such references are not intended to indicate, in any way, that we or the applicable licensor will not assert, to the fullest extent
under applicable law, our rights or the rights of the applicable licensor to these trademarks, trade names and service marks. We do not
intend our use or display of other entities’ trade names, trademarks or service marks to imply a relationship with, or endorsement
or sponsorship of us by, any other entities.
Unless otherwise indicated, references in this
prospectus to “$” or “United States dollars” are to United States dollars. Canadian dollars are referred as “Canadian
dollars” or “C$”.
The high, low, average and closing rates for Canadian
dollars in terms of the United States dollar for each of the periods indicated, as quoted by the Bank of Canada, were as follows:
| |
Year Ended June 30 |
| |
2022 | |
2021 | |
2020 |
High for period | |
C$ | 1.3039 | | |
C$ | 1.3616 | | |
C$ | 1.4496 | |
Average for the period | |
C$ | 1.2659 | | |
C$ | 1.2823 | | |
C$ | 1.3427 | |
Low for period | |
C$ | 1.2329 | | |
C$ | 1.2040 | | |
C$ | 1.2970 | |
Rate at end of period | |
C$ | 1.2886 | | |
C$ | 1.2394 | | |
C$ | 1.3628 | |
On December 6, 2022, the Bank of Canada daily
rate of exchange was $1.00 = C$1.3649 or C$1.00 = $0.7327.
PROSPECTUS SUMMARY
This summary highlights selected information contained in other parts of this prospectus. Because it is only a summary, it does not
contain all of the information that you should consider before investing in our securities and it is qualified in its entirety by, and
should be read in conjunction with, this entire prospectus and the information incorporated herein by reference to our other filings with
the Securities and Exchange Commission, or SEC. Investing in our securities involves a high degree of risk. You should carefully consider
the risks and uncertainties described herein or incorporated by reference herein, together with all of the other information in this prospectus,
including our financial statements and related notes, before investing in our securities. If any of the risks described herein or incorporated
by reference herein materialize, our business, financial condition, operating results and prospects could be materially and adversely
affected. In that event, the price of our securities could decline, and you could lose part or all of your investment.
Unless the context indicates otherwise,
as used in this prospectus, the terms “we,” “us,” “our,” “our company,” “our business”
or similar terms, refer to InMed Pharmaceuticals Inc., and our wholly-owned subsidiaries.
Overview
We are a clinical stage pharmaceutical company
developing a pipeline of prescription-based products, including rare cannabinoids and novel cannabinoid analogs (together, Product Candidates)
targeting the treatment of diseases with high unmet medical needs. We also have significant know-how in developing proprietary manufacturing
approaches to produce cannabinoids for various market sectors, or Products.
We are developing multiple manufacturing approaches for synthesizing rare cannabinoids for potential use in pharmaceutical Product Candidates
and Products. Our know-how includes traditional approaches such as chemical synthesis and biosynthesis, as well as a proprietary, integrated
manufacturing approach called IntegraSynTM. We are dedicated to delivering new therapeutic alternatives to patients and consumers
who may benefit from cannabinoid-based products. Our approach leverages the several thousand years’ history of health benefits attributed
to the Cannabis plant and brings this anecdotal information into the 21st century by applying tried, tested and true scientific
approaches to establish non-plant-derived (synthetically manufactured), individual cannabinoids and cannabinoid analogs compounds as Product
Candidates in important market segments including clinically-proven, FDA-approved medicines and Products that are provided to wholesalers
and end-product manufacturers. While our activities do not involve the direct use of Cannabis or extracts from the plant, we note
that the U.S. Food and Drug Administration, or the FDA, has, to date, not approved any marketing application for Cannabis for the
treatment of any disease or condition and has approved only one Cannabis-derived and three Cannabis-related drug products.
Our ingredients are synthetically made and, therefore, we have no interaction with the Cannabis plant. We do not grow or utilize
Cannabis or its extracts in any of our Products or Product Candidates; our current pharmaceutical drug Product Candidates are applied
topically, although future drug candidates may utilize other routes of administration; and, we do not utilize tetrahydrocannabinol, or
THC, or cannabidiol, or CBD, the most common cannabinoid compounds that are typically extracted from the Cannabis plant, in any
of our Products or Product Candidates. The active pharmaceutical ingredient, or API, under development for our initial two drug candidates,
INM-755 for Epidermolysis bullosa, or EB, and INM-088 for glaucoma, is cannabinol, or CBN. Additional uses of both INM-755 and INM-088
are being explored, as well as the application of novel cannabinoid analogs as part of our INM-900 series program to treat diseases including
but not limited to neurodegenerative diseases such as Alzheimer’s, Parkinson’s and Huntington’s.
We believe we are positioned to develop multiple
pharmaceutical Product Candidates for diseases which may benefit from medicines based on rare cannabinoid compounds. Most currently approved
cannabinoid therapies are based specifically on CBD and/or THC and are often delivered orally, which has limitations and drawbacks, such
as side effects (including the intoxicating effects of THC). Currently, we intend to deliver our rare cannabinoid pharmaceutical drug
candidates through various topical formulations (cream for dermatology, eye drops for ocular diseases) as a way of enabling treatment
of the specific disease at the site of disease while seeking to minimize systemic exposure and any related unwanted systemic side effects,
including any drug-drug interactions and any metabolism of the active pharmaceutical ingredient by the liver. The cannabinoid products
sold through our B2B raw material supply business are integrated into various product formats by the companies who then further commercialize
such products. We plan to access rare cannabinoids via all non-plant-based approaches, including chemical synthesis, biosynthesis and
our proprietary integrated IntegraSynTM approach, thus negating any interaction with or exposure to the Cannabis plant.
Additional information concerning our company
and our business is set forth in our most recent annual report on Form 10-K filed with the SEC, and our most recent quarterly report filed
with the SEC subsequent to such annual report, both of which are incorporated herein by reference.
Corporate Information
We were originally incorporated in the Province
of British Columbia, under the British Columbia Business Corporations Act, or BCBCA, on May 19, 1981 and we have undergone a number
of corporate name and business sector changes since such incorporation, ultimately changing our name to “InMed Pharmaceuticals Inc.”
on October 6, 2014 to signify our intent to specialize in cannabinoid pharmaceutical product development. On October 13, 2021, we acquired
BayMedica Inc. (now named BayMedica LLC), or BayMedica. Upon the closing of the transaction, BayMedica became our wholly-owned subsidiary.
Our principal executive offices are located at Suite 310 - 815 West Hastings Street, Vancouver, British Columbia, Canada, V6C 1B4, and
our telephone number is (604) 669-7207. Our internet address is https://www.inmedpharma.com. The information contained in or accessible
from our website is not incorporated into this prospectus, and you should not consider it part of this prospectus. We have included our
website address in this prospectus solely as an inactive textual reference.
Implications of Being an Emerging Growth Company and a Smaller Reporting
Company
We are an “emerging growth company” as defined in the Securities Act of 1933, as amended, or the Securities Act, as modified
by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of exemptions from various
disclosure and reporting requirements that are applicable to other public companies that are not “emerging growth companies”
including, but not limited to:
| ● | our exemption from the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of
2002; |
| ● | being permitted to present only two years of audited financial statements and only two years of related
Management’s Discussion and Analysis of Financial Condition and Results of Operations, in each case, instead of three years; |
| ● | reduced disclosure obligations regarding executive compensation, including no Compensation Disclosure
and Analysis; |
| ● | our exemption from any requirement that may be adopted by the Public Company Accounting Oversight Board
regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit
and the financial statements; and |
| ● | our exemption from the requirements of holding a nonbinding advisory vote on executive compensation and
shareholder approval of any golden parachute payments not previously approved. |
We may take advantage of these exemptions
until we are no longer an emerging growth company. We will remain an emerging growth company until the earliest of (i) June 30, 2026,
(ii) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion, (iii) the last day of the
fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange
Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our common shares held by non-affiliates exceeded
$700.0 million as of the last business day of the second fiscal quarter of such year or (iv) the date on which we have issued more than
$1.0 billion in non-convertible debt securities during the prior three-year period.
We may choose to take advantage of some but not
all of these exemptions. We have taken advantage of reduced reporting requirements in this prospectus and in the documents incorporated
by reference into this prospectus. Accordingly, the information contained or incorporated by reference herein may be different from the
information you receive from other public companies in which you hold stock.
In addition, the JOBS Act provides that an emerging
growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows
an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private
companies. We have elected to avail ourselves of this extended transition period and, as a result, we may adopt new or revised accounting
standards on the relevant dates on which adoption of such standards is required for non-public companies instead of the dates required
for other public companies.
We are also a “smaller reporting company”
as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company.
We may take advantage of certain of the scaled disclosures available to smaller reporting companies until the fiscal year following the
determination that our voting and non-voting common shares held by non-affiliates is $250 million or more, as measured on the last business
day of our second fiscal quarter, or our annual revenues are less than $100 million during the most recently completed fiscal year and
our voting and non-voting common shares held by non-affiliates is $700 million or more, as measured on the last business day of our second
fiscal quarter.
Recent Developments
Reverse Stock
Split
Effective September 7, 2022, we effected a 1-for-25
share consolidation, or the Reverse Stock Split, of all our issued and outstanding common shares. As a result of the Reverse Stock Split,
each 25 of our common shares issued and outstanding pre-consolidation were automatically combined and converted into one share post-share
consolidation. Unless otherwise indicated, all share numbers in this prospectus, including common shares and all securities convertible
into common shares, give effect to the Reverse Stock Split.
November Private Placement
On November 21, 2022, we consummated a private
placement with the Selling Shareholders pursuant to which we issued (i) 150,000 common shares, (ii) pre-funded warrants to purchase up
to an aggregate of 1,668,185 common shares and (iii) preferred investment options to purchase up to an aggregate of 3,272,733 common shares.
We refer to this private placement in this prospectus as the November Private Placement. In connection with the November Private Placement,
the Selling Shareholders agreed to cancel preferred investment options to purchase up to an aggregate of 1,383,490 of our common shares
which had been previously issued to the Selling Shareholders.
The pre-funded warrants issued in the November
Private Placement have an exercise price of $0.0001 per pre-funded warrant, are currently exercisable and do not expire. 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 (i) with respect to one of the Selling Shareholders, 9.99% of the number of common shares outstanding immediately after
giving effect to the issuance of common shares upon such exercise and (ii) with respect to the other Selling Shareholder, 4.99% (or, upon
election by a holder prior to the issuance of any preferred investment options or pre-funded warrants, 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 Shareholders in the November Private Placement have an exercise price of $3.044 per share, are currently exercisable and will
expire seven years from the date of issuance. The terms of the preferred investment options issued to the Selling Shareholders preclude
a holder thereof from exercising such holder’s preferred investment option, 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 4.99%
(or, upon election by a holder prior to the issuance of any preferred investment options, 9.99%) 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 specified above, except that the beneficial ownership limitation may not exceed 9.99% in any event.
In connection with the November Private Placement,
we entered into a registration rights agreement with the Selling Shareholders, or the Registration Rights Agreement, which grants the
Selling Shareholders certain registration rights and obligates us to file one or more registration statements with the SEC by certain
dates, covering the resale of the common shares sold in the November Private Placement and the common shares issuable upon exercise of
the pre-funded warrants and preferred investment options sold in the November Private Placement. The common shares issued to the Selling
Shareholders in the November Private Placement and the common shares underlying the pre-funded warrants and preferred investment options
issued to the Selling Shareholders in the November Private Placement are the common shares being registered for resale pursuant to this
prospectus, in accordance with the Registration Rights Agreement.
In connection with the November Private Placement,
we also issued preferred investment options to purchase up to an aggregate of 118,182 of our common shares to designees of the exclusive
placement agent for the November Private Placement. Such preferred investment options have an exercise price of $4.125 per share, are
currently exercisable and will expire seven years from the date of issuance. A holder of the preferred investment options issued to the
designees of the placement agent 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% (or, upon election by a holder prior to the issuance of any preferred investment options, 9.99%)
of the number of common shares outstanding immediately after giving effect to the issuance of common shares upon such exercise.
The Offering
Securities Offered by the Selling Shareholders |
|
5,090,918 common shares consisting of (i) 150,000 common shares issued in the November Private Placement, (ii) 1,668,185 common shares issuable upon exercise of pre-funded warrants issued in the November Private Placement and (iii) 3,272, 733 common shares issuable upon the exercise of preferred investment options issued to the Selling Shareholders in the November Private Placement. |
|
|
|
Common Shares Outstanding Before this Offering |
|
908,761 (1) |
|
|
|
Common Shares Outstanding After this Offering (assuming full exercise of the pre-funded warrants and preferred investment options exercisable for common shares registered hereby) |
|
5,999,679 |
|
|
|
Use of Proceeds |
|
We will not receive any of the proceeds from the sale of common shares being offered for sale by the Selling Shareholders. However, upon (i) the cash exercise of the pre-funded warrants we will receive the exercise price of such warrants, for an aggregate amount of approximately $166.82 and (ii) the cash exercise of the preferred investment options, we will receive the exercise price of such options, for an aggregate amount of approximately $10.0 million. See “Use of Proceeds” for further information. |
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|
|
Nasdaq Capital Market Symbol |
|
“INM”. |
|
|
|
Risk Factors |
|
Please read “Risk Factors” and other information included in, or incorporated by reference into, this prospectus, for a discussion of factors you should carefully consider before deciding to invest in the securities offered pursuant to this prospectus. |
| (1) | The number of common shares outstanding before this offering is based on an aggregate
of 908,761 shares outstanding as of September 30, 2022 and does not include: |
| ● | 77,645 common shares issuable upon the exercise of non-prefunded share purchase
warrants outstanding as of September 30, 2022, with a weighted average exercise price of $104.14 per share; |
| ● | 601,245 common shares issuable upon the exercise of pre-funded warrants outstanding
as of September 30, 2022, with a weighted average exercise price of $0.0001 per share; |
| ● | 1,442,573 common shares issuable upon the exercise of preferred investment options
outstanding as of September 30, 2022, with a weighted average exercise price of $8.71 per share, of which preferred investment options
to purchase 1,383,490 have since been cancelled; |
| ● | 53,466 common shares issuable upon exercise of options outstanding as of September
30, 2022, with a weighted-average exercise price of $124.74 per share; and |
| ● | 20,300
common shares available for future issuance as of September 30, 2022, under the InMed Pharmaceuticals Inc. Amended 2017 Stock Option
Plan. |
RISK FACTORS
Investing in our common shares involves a high
degree of risk and uncertainties. You should carefully consider the following risk described below, together with the information under
the heading “Risk Factors” and elsewhere in our most recent Annual Report on Form 10-K, which is incorporated herein by reference,
as updated or superseded by the risks and uncertainties described under similar headings or elsewhere in the other documents that are
filed after the date hereof and incorporated by reference into this prospectus, together with all of the other information contained or
incorporated by reference in this prospectus, and any free writing prospectus that we have authorized for use in connection with this
offering before you make a decision to invest in our common shares. The risks described in these documents are not the only ones we face.
Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.
Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate
results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or
cash flow could be materially adversely affected. This could cause the trading price of our common shares to decline, resulting in a loss
of all or part of your investment. Please also carefully read the section titled “Special Note Regarding Forward-Looking Statements.”
Additional Risk Related to this Offering and
Our Common Shares
Sales by the Selling Shareholders of the
common shares covered by this prospectus could adversely affect the market price of our common shares.
Assuming full exercise of the pre-funded warrants
and the preferred investment options the underlying common shares of which form a part of the common shares being registered hereby, and
without giving effect to the beneficial ownership limitations related to the pre-funded warrants and preferred investment options described
elsewhere in this prospectus, the 5,090,918 common shares registered hereby represent approximately 560.2% of our total outstanding shares
of common shares as of September 30, 2022. The resale of all or a substantial number of these shares in the public market by the Selling
Shareholders, or the perception that such sales might occur, could depress the market price of our common shares, which could impair our
ability to raise capital through the sale of additional equity or equity-linked securities.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated
by reference into this prospectus, including the sections entitled “Prospectus Summary,” “Risk Factors,”
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,”
contain forward-looking statements that involve risks and uncertainties. We make such forward-looking statements pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. All statements, other than
statements of historical facts contained herein or in the documents incorporated herein by reference may be deemed forward-looking statements.
The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “should,” “will,” “would” and similar expressions may
identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking
statements in or incorporated by reference into this prospectus include, but are not limited to, statements about:
| ● | Our
researching, developing, manufacturing and commercializing cannabinoid-based biopharmaceutical
products will treat diseases with high unmet medical needs; |
| ● | The
continued optimization of cannabinoid manufacturing approaches; |
| ● | Our
success in initiating discussions with potential partners for licensing various aspects of
our Product Candidates; |
| ● | Our
ability to commercialize and, where required, register Product Candidates and Products in
the United States and other jurisdictions; |
| ● | Our
ability to successfully access existing manufacturing capacity via leases with third parties
or to transfer our manufacturing processes to contract manufacturing organizations; |
| ● | Our
belief that our manufacturing approaches that we are developing are robust and effective
and will result in high yields of cannabinoids and will be a significant improvement upon
existing manufacturing platforms; |
| ● | Our
belief that that INM-755 offers specific advantages and will prove to provide the extensive
relief symptomology with the added potential of addressing the underlying disease in Epidermolysis
Bullosa, or EB; |
| ● | The
structure and timing of future INM-755 studies including that we will complete patient enrollment
into our Phase II study in EB in 2022; |
| ● | The
ability of the IntegraSynTM approach to introduce a revenue stream to us before
the expected commercial approval of our therapeutic programs; |
| ● | Our
ability to advance the INM-900 series program for the treatment of neurodegenerative diseases; |
| ● | The
potential of selected cannabinoid analogs in the INM-900 series program to inhibit or slow
progression of neurodegenerative disease in a population of affected neurons; |
| ● | Our
ability to successfully scale up our IntegraSynTM or other cost-effective approaches
so that it will be commercial-scale ready after Phase II clinical trials are completed, after
which time we may no longer need to source APIs from API manufacturers; |
| ● | The
success of the key next steps in our manufacturing approaches, including continuing efforts
to diversify the number of cannabinoids produced, scaling-up the processes to larger vessels
and identifying external vendors to assist in the commercial scale-up of the process; |
| ● | Our
ability to successfully make determinations as to which research and development programs
to continue based on several strategic factors; |
| ● | Our
ability to monetize our IntegraSynTM manufacturing approach to the broader pharmaceutical
industry; |
| ● | Our
ability to continue to outsource the majority of our research and development activities
through scientific collaboration agreements and arrangements with various scientific collaborators,
academic institutions and their personnel; |
| ● | The
success of work to be conducted under the research and development collaboration between
us and various contract development and manufacturing organizations; |
| ● | Our
ability to develop our therapies through early human testing; |
| ● | Our
ability to evaluate the financial returns on various commercialization approaches for our
Product Candidates, such as a ‘go it-alone’ commercialization effort, out-licensing
to third parties, or co-promotion agreements with strategic collaborators; |
| ● | Our
ability to oversee clinical trials for INM-755 in EB and building the requisite internal
commercialization infrastructure to self-market the product to EB clinics; |
| ● | Our
ability to find a partnership early in the development process for INM-088 in glaucoma; |
| ● | Our
ability to explore our manufacturing technologies as processes which may confer certain benefits,
either cost, yield, speed, or all of the above, when pursuing specific types of cannabinoids,
and filing a provisional patent application for same; |
| ● | Plans
regarding our next steps, options, and targeted benefits of our manufacturing technologies; |
| ● | Our
IntegraSynTM or BayMedica derived products being bio-identical to the naturally
occurring cannabinoids, and offering superior ease, control and quality of manufacturing
when compared to alternative methods; |
| ● | Our
ability to potentially earn revenue from our IntegraSynTM approach by (i) becoming
a supplier of APIs to the pharmaceutical industry and/or (ii) providing pharmaceutical-grade
ingredients to the non-pharmaceutical market; |
| ● | Our
plans to work closely with regulatory authorities and clinical experts in developing the
clinical program for INM-755; |
| ● | Our
ability to successfully prosecute patent applications; |
| ● | Our
ability to complete formulation development and scale-up, conduct additional preclinical
studies, and initiate and complete IND/CTA-enabling toxicology studies in calendar year 2023
for INM-088; |
| ● | INM-088
being a once-a-day or twice-a-day eye drop medication that will compete with treatment modalities
in the medicines category, and with the potential of INM-088 assisting in reducing the high
rate of non-adherence with current glaucoma therapies; |
| ● | Our
belief that with a novel delivery system, the reduction of intraocular pressure (IOP) and/or
providing neuroprotection in glaucoma patients by topical (eye drop) application of cannabinoids
will hold significant promise as a new therapy; |
| ● | The
potential for any of our patent applications to provide intellectual property protection
for us; |
| ● | Our
ability to secure insurance coverage for shipping and storage of Product Candidates, and
clinical trial insurance; |
| ● | Our
ability to expand our insurance coverage to include the commercial sale of Products and Product
Candidates; |
| ● | Developing
patentable New Chemical Entities which, if issued, will confer market exclusivity to us for
the potential development into pharmaceutical Product Candidates, license, partner or sell
to interested external parties; |
| ● | Our
ability to initiate discussions and conclude strategic partnerships to assist with development
of certain programs; |
| ● | Our
ability to position ourselves to achieve value-driving, near-term milestones for our Product
Candidates with limited investment; |
| ● | Our
ability to execute our business strategy; |
| ● | Critical
accounting estimates; |
| ● | Management’s
assessment of future plans and operations; |
| ● | The
outlook of our business and the global economic and geopolitical conditions; and |
| ● | The
competitive environment in which we and our business units operate. |
These forward-looking statements reflect our management’s
beliefs and views with respect to future events and are based on estimates and assumptions as of the date of this prospectus or the dates
of the documents incorporated herein by reference, as applicable, and are subject to risks and uncertainties. We discuss many of these
risks in greater detail under “Risk Factors” in this prospectus and under similar headings in the documents incorporated
herein by reference. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time.
It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent
to which any factor, or combination of factors, may cause actual results to differ materially from those contained in or implied by any
forward-looking statements we may make. Given these uncertainties, you should not place undue reliance on these forward-looking statements.
You should read this prospectus, the documents
incorporated by reference herein and the documents that we reference in this prospectus and have filed as exhibits to the registration
statement of which this prospectus is a part, completely and with the understanding that our actual future results may be materially
different from what we expect. We qualify all of the forward-looking statements in or incorporated by reference into this prospectus
by these cautionary statements. Except as required by law, each forward-looking statement speaks only as of the date of the particular
statement, and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information,
future events or otherwise.
USE OF PROCEEDS
We will not receive any proceeds from the sale of
common shares by the Selling Shareholders. However, upon (i) the cash exercise of the pre-funded warrants, we will receive the exercise
price of such warrants, for an aggregate of approximately $166.82 and (ii) the cash exercise of the preferred investment options, we will
receive the exercise price of such options, for an aggregate of approximately $10.0 million. We will bear all fees and expenses incident
to our obligation to register the common shares covered by this prospectus. Brokerage fees, underwriting discounts and commissions, and
similar expenses, if any, attributable to the sale of common shares offered hereby will be borne by the applicable Selling Shareholder.
DIVIDEND POLICY
We have never declared or paid any cash dividends
on our common shares to date. We do not anticipate declaring or paying, in the foreseeable future, any cash dividends on our common shares.
We currently intend to retain all available funds and any future earnings to support our operations and finance the growth and development
of our business. Any future determination related to our dividend policy will be made at the discretion of our board of directors, or
our Board, and will depend upon, among other factors, our results of operations, financial condition, capital requirements, contractual
restrictions, business prospects and other factors our Board may deem relevant.
PRINCIPAL
SHAREHOLDERS
The table below sets forth certain information
known to us regarding the beneficial ownership of our common shares as of November 21, 2022 by:
| ● | each person, or group of affiliated persons, known by us to be the beneficial owner of more than 5% of
our outstanding common shares; |
| ● | each of our directors and named executive officers; and |
| ● | all our directors and executive officers as a group. |
Beneficial ownership is determined according to
the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or
shared voting or investment power over that security. Under those rules, beneficial ownership includes securities that the person has
the right to acquire, such as through the exercise of options or warrants, within 60 days of November 21, 2022. Common shares subject
to options, warrants or other convertible securities that are currently exercisable or exercisable within 60 days of November 21, 2022
are considered outstanding and beneficially owned by the person holding such options, warrants or other convertible securities for the
purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage
ownership of any other person. Except as noted by footnote, and subject to community property laws where applicable, based on the information
provided to us, we believe that the persons named in the table below have sole voting and investment power with respect to all shares
shown as beneficially owned by them. The percentage of beneficial ownership of our common shares is calculated based on 1,589,987 common
shares issued and outstanding as of November 21, 2022.
Unless
otherwise noted, the business address of each of the individuals and entities listed in the table below is Suite 310 - 815 West Hastings
Street, Vancouver, British Columbia, Canada, V6C 1B4.
Name and Address of Beneficial Owner | |
Number of Common Shares Beneficially Owned | | |
Percentage of Common Shares Beneficially Owned (%) | |
Five Percent Shareholders: | |
| | |
| |
Armistice Capital Master Fund Ltd. | |
| 3,388,244 | (1) | |
| 9.99 | (2) |
Sabby Volatility Warrant Master Fund, Ltd. | |
| 2,171,191 | (3) | |
| 4.99 | (4) |
| |
| | | |
| | |
Named Executive Officers and Directors: | |
| | | |
| | |
Eric A. Adams(5) | |
| 13,361 | | |
| * | |
Alexandra Mancini(6) | |
| 3,492 | | |
| * | |
Eric Hsu(7) | |
| 4,029 | | |
| * | |
Bruce Colwill(8) | |
| 5,273 | | |
| * | |
William J. Garner(9) | |
| 644 | | |
| * | |
Andrew Hull(10) | |
| 1,402 | | |
| * | |
Janet Grove(11) | |
| 176 | | |
| * | |
Bryan Baldasare(12) | |
| 128 | | |
| * | |
Nicole Lemerond(13) | |
| 80 | | |
| * | |
All other executive officers as a group(14) | |
| 3,475 | | |
| * | |
All executive officers and directors as a group (11 persons)(15) | |
| 32,060 | | |
| 1.98 | |
| (1) | Consists of (i) 150,000 common shares, (ii) 910,610 common shares issuable upon presently exercisable
pre-funded warrants, and (iii) 2,327,634 common shares issuable upon presently exercisable preferred investment options. The terms of
the pre-funded warrants preclude a holder thereof from exercising such holder’s pre-funded warrants, 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 terms of the preferred investment
options preclude a holder thereof from exercising such holder’s preferred investment option or warrant, 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. The securities are directly
held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company, and may be deemed to be indirectly beneficially owned by
(i) Armistice Capital, LLC, as the investment manager of Armistice Capital Master Fund Ltd. and (ii) Steven Boyd, as the Managing Member
of Armistice Capital, LLC. Armistice Capital, LLC and Steven Boyd disclaim beneficial ownership of the securities except to the extent
of their respective pecuniary interests therein. The address for the foregoing entities is c/o Armistice Capital, LLC, 510 Madison Avenue,
7th Floor, New York, NY 10022. |
| (2) | Based solely on the 150,000 common shares beneficially owned and 9,750 of the 910,610 common shares underlying
presently exercisable pre-funded warrants, and does not include 900,860 of the 910,610 common shares issuable upon presently exercisable
pre-funded warrants and the 2,327,634 common shares issuable upon presently exercisable preferred investment options, the exercise of
which pre-funded warrants and preferred investment options are subject to the beneficial ownership limitations discussed in footnote 1
above and elsewhere in this prospectus. |
| (3) | Consists of (i) 49,981 common shares, (ii) 757,575 common shares issuable upon exercise of presently exercisable
pre-funded warrants and (iii) 1,363,635 common shares issuable upon exercise of presently exercisable preferred investment options. The
terms of the pre-funded warrants and preferred investment options preclude a holder thereof from exercising such holder’s pre-funded
warrant or preferred investment option, 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% (or, upon election by a holder prior to the issuance of any preferred investment options, 9.99%)
of the number of common shares outstanding immediately after giving effect to the issuance of common shares issuable upon such exercise.
Sabby Management, LLC is the investment manager of Sabby Volatility Warrant Master Fund, Ltd. and shares voting and investment power with
respect to these shares in this capacity. As manager of Sabby Management, LLC, Hal Mintz also shares voting and investment power on behalf
of Sabby Volatility Warrant Master Fund, Ltd. Each of Sabby Management, LLC and Hal Mintz disclaims beneficial ownership over the securities
listed except to the extent of their pecuniary interest therein. |
| (4) | Based solely on the 49,981 common shares beneficially owned and 30,900 of the 757,575 common shares underlying
presently exercisable pre-funded warrants, and does not include 726,675 of the 757,575 common shares issuable upon exercise of presently
exercisable pre-funded warrants and the 1,363,635 common shares issuable upon exercise of presently exercisable preferred investment options,
the exercise of which pre-funded warrants and preferred investment options are subject to the beneficial ownership limitations discussed
in footnote 3 above and elsewhere in this prospectus. |
| (5) | Consists of (i) 2,359 common shares and (ii) 11,002 common shares issuable pursuant to options presently
exercisable or exercisable within 60 days of November 21, 2022. Not reflected in the table are 597 common shares beneficially owned by
Mr. Adams’ spouse. Mr. Adams disclaims beneficial ownership in the 597 common shares held by his spouse. |
| (6) | Consists of (i) 240 common shares and (ii) 3,252 common shares issuable pursuant to options presently
exercisable or exercisable within 60 days of November 21 , 2022. |
| (7) | Consists of (i) 51 common shares and (ii) 3,978 common shares issuable pursuant to options presently exercisable
or exercisable within 60 days of November 21 , 2022. |
| (8) | Consists of (i) 461 common shares and (ii) 4,812 common shares
pursuant to options presently exercisable or exercisable within 60 days of November 21, 2022. Mr. Colwill resigned from his position
as the Chief Financial Officer effective March 31, 2022, and transitioned to the role of an advisor of our company until June 30, 2022. |
| (9) | Consists of 644 common shares issuable pursuant to options presently exercisable or exercisable within
60 days of November 21, 2022. Not reflected in the table are 152 common shares beneficially owned by Dr. Garners’ spouse. Dr. Garner
disclaims beneficial ownership in the 152 common shares held by his spouse. |
| (10) | Consists of (i) 758 common shares and (ii) 644 common shares issuable pursuant to options presently exercisable
or exercisable within 60 days of November 21, 2022. |
| (11) | Consists of 176 common shares issuable pursuant to options presently exercisable or exercisable within
60 days of November 21, 2022. |
| (12) | Consists of 128 common shares issuable pursuant to options presently exercisable or exercisable within
60 days of November 21, 2022. |
| (13) | Consists of 80 common shares issuable pursuant to options presently exercisable or exercisable within
60 days of November 21, 2022. |
| (14) | Consists of (i) 21 common shares and (ii) 3,454 common shares issuable pursuant to options presently exercisable
or exercisable within 60 days of November 21, 2022. |
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
On February 11, 2022, our Board appointed Janet
Grove as a member of the Board. Ms. Grove is a Partner of Norton Rose Fulbright Canada LLP. From February 11, 2022 to December 7, 2022,
Norton Rose Fulbright Canada LLP rendered legal services in the amount of $191,916 to our company. These transactions were in the normal
course of operations and were measured at the exchange amount which represented the amount of consideration established and agreed to
by Norton Rose Fulbright Canada LLP.
Except as disclosed above, and except for compensation
arrangements for our directors and executive officers, which are disclosed in documents incorporated by reference into this prospectus,
since July 1, 2019, there has not been and there is not currently proposed, any transaction or series of similar transactions to which:
| ● | we were, or will be, a participant; |
| ● | the amount involved exceeded, or will exceed, $120,000; and |
| ● | in which any director, executive officer, holder of 5% or more of any class of our capital stock or any
member of the immediate family of, or entities affiliated with, any of the foregoing persons, had, or will have, a direct or indirect
material interest. |
Indemnification
Agreements
Our Amended and Restated Articles, or our Articles,
contain provisions limiting the liability of directors and provide that we will indemnify each of our directors and officers to the fullest
extent permitted under law. In addition, we have entered into an indemnification agreement with each of our directors, which requires
us to indemnify them.
Policies
and Procedures for Transactions with Related Persons
We have adopted a written policy that our executive
officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our common shares and any
members of the immediate family of any of the foregoing persons are not permitted to enter into a related person transaction with us without
the approval or ratification of our Board or the audit committee of our Board. Any request for us to enter into a transaction with an
executive officer, director, nominee for election as a director, beneficial owner of more than 5% of any class of our capital stock, or
any member of the immediate family of any of the foregoing persons, in which the amount involved exceeds $120,000 and such person would
have a direct or indirect interest, must be presented to our Board or the Board’s audit committee for review, consideration and
approval. In approving or rejecting any such proposal, our Board or its audit committee is to consider the material facts of the transaction,
including whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the
same or similar circumstances and the extent of the related person’s interest in the transaction.
DESCRIPTION
OF SECURITIES
General
Our authorized share capital consists of an unlimited
number of common shares without par value and an unlimited number of preferred shares without par value. As of the date of this prospectus,
we had 1,589,987 common shares issued and outstanding and no preferred shares issued and outstanding.
The
description of our securities contained herein is a summary only and may be exclusive of certain information that may be important to
you. For more complete information, you should read our Articles, which have been filed with the SEC and incorporated as an exhibit to
the registration statement of which this prospectus forms a part.
Common
Shares
Each
common share entitles the holder thereof to one vote at all meetings of shareholders.
There
are no limitations on the rights of non-Canadian owners to hold or vote common shares.
In
the event of our liquidation, dissolution or winding-up, whether voluntary or involuntary, or other distribution of our assets among
shareholders for the purpose of winding up our affairs, subject to the rights, privileges and restrictions attaching to any preferred
shares that may then be outstanding, the shareholders shall be entitled to receive our remaining property.
The
shareholders are entitled to receive dividends, as and when declared by our Board, subject to the rights, privileges and restrictions
attaching to our securities, which may be paid in money, property or by the issue of fully paid shares in our capital. However, we do
not anticipate paying any cash dividends for the foreseeable future, and instead intend to retain future earnings, if any, for use in
the operation and expansion of our business.
Pre-Funded
Warrants and Preferred Investment Options
The pre-funded warrants and preferred investment
options, the underlying shares of which form a part of the common shares being registered hereby, and preferred investment options issued
to the designees of the November Private Placement, are described under “Prospectus Summary—Recent Developments—November
Private Placement.”
As of November 21, 2022, we had 1,738,204 pre-funded
warrants outstanding and 3,450,998 preferred investment options and other warrants outstanding.
Certain
Takeover Bid Requirements
Unless
such offer constitutes an exempt transaction, an offer made by a person to acquire outstanding shares of a Canadian entity that, when
aggregated with the offeror’s holdings (and those of persons or companies acting jointly with the offeror), would constitute 20%
or more of the outstanding shares, would be subject to the take-over provisions of Canadian securities laws. The foregoing is a limited
and general summary of certain aspects of applicable securities law in the provinces and territories of Canada, all in effect as of the
date hereof.
In
addition to the take-over bid requirements noted above, the acquisition of shares may trigger the application of additional statutory
regimes including amongst others, the Investment Canada Act and the Competition Act.
This
summary is not a comprehensive description of relevant or applicable considerations regarding such requirements and, accordingly, is
not intended to be, and should not be interpreted as, legal advice to any prospective purchaser and no representation with respect to
such requirements to any prospective purchaser is made. Prospective investors should consult their own Canadian legal advisors with respect
to any questions regarding securities law in the provinces and territories of Canada.
Actions
Requiring a Special Majority
Under the BCBCA, unless otherwise stated in the
Articles, certain corporate actions require the approval of a special majority of shareholders, meaning holders of shares representing
662/3% of those votes cast in respect of a shareholder vote addressing such matter. Those items requiring the approval of a
special majority generally relate to fundamental changes with respect to our business, and include amongst others, resolutions: (i) removing
a director prior to the expiry of his or her term; (ii) altering the Articles, (iii) approving an amalgamation; (iv) approving a plan
of arrangement; and (v) providing for a sale of all or substantially all of our assets.
Transfer
Agent and Registrar
The
transfer agent and registrar for our common shares is Computershare Investor Services Inc., 100 University Avenue, 9th Floor,
Toronto, Ontario, Canada M5J 2Y1.
Listing
Our
common shares are currently quoted under the symbol “INM” on the Nasdaq Capital Market.
Holders
As of October 24 , 2022, there were 3,743 holders
of record of our issued and outstanding common shares.
SELLING
SHAREHOLDERS
The common shares being offered by the Selling
Shareholders are those previously issued to the Selling Shareholders, and those issuable to the Selling Shareholders upon exercise of
the pre-funded warrants and preferred investment options, in each case, issued to the Selling Shareholders in the November Private Placement.
For additional information regarding the issuances of those common shares, pre-funded warrants and preferred investment options, see “Prospectus
Summary—Recent Developments—November Private Placement” above. We are registering the common shares in order to
permit the Selling Shareholders to offer the shares for resale from time to time. Except for participation in our previous offerings and
the ownership of the common shares, the pre-funded warrants and the preferred investment options, the Selling Shareholders have not had
any material relationship with us within the past three years.
The
table below lists the Selling Shareholders and other information regarding the beneficial ownership of our common shares by each of the
Selling Shareholders. The second column lists the number of common shares beneficially owned by each Selling Shareholder, based on its
ownership of the common shares, warrants and preferred investment options, as of the date of this prospectus, assuming exercise of the
pre-funded warrants and preferred investment options held by the Selling Shareholders on that date, without regard to any limitations
on exercises.
The
third column lists the common shares being offered by this prospectus by the Selling Shareholders.
In accordance with the terms of the Registration
Rights Agreement, this prospectus generally covers the resale of the sum of (i) the number of common shares issued to the Selling Shareholders
in the November Private Placement and (ii) the maximum number of common shares issuable upon exercise of the pre-funded warrants and preferred
investment options issued to the Selling Shareholders in the November Private Placement, determined as if the outstanding pre-funded warrants
and preferred investment options were exercised in full as of the trading day immediately preceding the date this registration statement
was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject
to adjustment as provided in the Registration Right Agreement, without regard to any limitations on the exercise of the pre-funded warrants
and preferred investment options.
The
table is based on information supplied to us by the Selling Shareholders, with beneficial ownership determined in accordance with the
rules and regulations of the SEC and includes voting or investment power with respect to common shares. This information does not necessarily
indicate beneficial ownership for any other purpose. In computing the number of common shares beneficially owned by a Selling Shareholder,
common shares subject to warrants or preferred investment options held by that Selling Shareholder that are currently exercisable for
common shares or exercisable for common shares within 60 days after the date of this prospectus, are deemed outstanding.
The terms of the pre-funded warrants and preferred
investment options contain certain beneficial ownership limitations, as more particularly described under “Prospectus Summary—Recent
Developments—November Private Placement” and in the footnotes to the table below. The number of shares in the second column
does not reflect these limitations. The Selling Shareholders may sell all, some or none of their shares in this offering. See “Plan
of Distribution.”
Name of Selling Shareholder |
|
Number of
Common
Shares
Beneficially
Owned Prior
to Offering |
|
|
Maximum
Number of
Common
Shares to
be Sold
Pursuant
to this
Prospectus |
|
|
Number of
Common
Shares
Beneficially
Owned After
Offering(5) |
|
|
Percentage
Beneficially
Owned After
Offering)(5) |
|
Sabby Volatility Warrant Master Fund, Ltd.(1) |
|
|
2,171,191 |
(2) |
|
|
2,121,210 |
|
|
|
— |
|
|
|
— |
|
Armistice Capital Master Fund Ltd.(3) |
|
|
3,388,244 |
(4) |
|
|
2,969,708 |
|
|
|
— |
|
|
|
— |
|
| (1) | Sabby Management, LLC is the investment manager of Sabby Volatility Warrant Master Fund, Ltd. and shares
voting and investment power with respect to these shares in this capacity. As manager of Sabby Management, LLC, Hal Mintz also shares
voting and investment power on behalf of Sabby Volatility Warrant Master Fund, Ltd. Each of Sabby Management, LLC and Hal Mintz disclaims
beneficial ownership over the securities listed except to the extent of their pecuniary interest therein. |
| (2) | Consists of (i) 49,981 common shares, (ii) 757,575 common shares issuable upon the exercise of pre-funded
warrants issued in the November Private Placement and (iii) 1,363,635 common shares issuable upon the exercise of preferred investment
options issued in the November Private Placement. The terms of the pre-funded warrants and preferred investment options preclude a holder
thereof from exercising such holder’s pre-funded warrant or preferred investment option, 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% (or, upon election by a holder prior
to the issuance of any preferred investment options, 9.99%) of the number of common shares outstanding immediately after giving effect
to the issuance of common shares issuable upon such exercise. |
| (3) | The securities are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company,
and may be deemed to be indirectly beneficially owned by (i) Armistice Capital, LLC, as the investment manager of Armistice Capital Master
Fund Ltd. and (ii) Steven Boyd, as the Managing Member of Armistice Capital, LLC. Armistice Capital, LLC and Steven Boyd disclaim beneficial
ownership of the securities except to the extent of their respective pecuniary interests therein. |
| (4) | Consists of (i) 150,000 common shares issued in the November Private Placement, (ii) 910,610 common shares
issuable upon the exercise of pre-funded warrants issued in the November Private Placement and (iii) 2,327,634 common shares issuable
upon presently exercisable preferred investment options (1,909,098 of which preferred investment options were issued in the November Private
Placement). The terms of the pre-funded warrants preclude a holder thereof from exercising such holder’s pre-funded warrants, 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 terms of the preferred investment options preclude a holder thereof from exercising such holder’s preferred investment option,
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. |
| (5) | Because the Selling Shareholders may sell, transfer or otherwise dispose of all, some or none of the common
shares covered by this prospectus, we cannot determine the number of such common shares that will be sold, transferred or otherwise disposed
of by the Selling Shareholders, or the amount or percentage of our common shares that will be held by the Selling Shareholders upon completion
of this offering. For purposes of this table, we have assumed that the Selling Shareholders will sell all their common shares covered
by this prospectus, including common shares issuable upon exercise of the pre-funded warrants and preferred investment options issued
in the November Private Placement. |
PLAN
OF DISTRIBUTION
Each
Selling Shareholder of the securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any
or all of their securities covered hereby on the Nasdaq Capital Market or any other stock exchange, market or trading facility on which
the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Shareholder may use
any one or more of the following methods when selling securities:
| ● | ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| ● | block
trades in which the broker-dealer will attempt to sell the securities as agent but may position
and resell a portion of the block as principal to facilitate the transaction; |
| ● | purchases
by a broker-dealer as principal and resale by the broker-dealer for its account; |
| ● | an
exchange distribution in accordance with the rules of the applicable exchange; |
| ● | privately
negotiated transactions; |
| ● | settlement
of short sales; |
| ● | in
transactions through broker-dealers that agree with the Selling Shareholders to sell a specified
number of such securities at a stipulated price per security; |
| ● | through
the writing or settlement of options or other hedging transactions, whether through an options
exchange or otherwise; |
| ● | a
combination of any such methods of sale; or |
| ● | any
other method permitted pursuant to applicable law. |
The
Selling Shareholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available,
rather than under this prospectus.
Broker-dealers
engaged by the Selling Shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Shareholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in
excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or
markdown in compliance with FINRA Rule 2121.
In
connection with the sale of the securities or interests therein, the Selling Shareholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they
assume. The Selling Shareholders may also sell securities short and deliver these securities to close out their short positions, or loan
or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Shareholders may also enter into option
or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the
delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer
or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The
Selling Shareholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Each Selling Shareholder has informed us that it does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the securities.
We
are required to pay certain fees and expenses incurred by us incident to the registration of the securities. We have agreed to indemnify
the Selling Shareholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
We
agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Shareholders
without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for
us to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect
or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar
effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state
securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered
or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is
complied with.
Under
applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously
engage in market making activities with respect to the common shares for the applicable restricted period, as defined in Regulation M,
prior to the commencement of the distribution. In addition, the Selling Shareholders will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the
common shares by the Selling Shareholders or any other person. We will make copies of this prospectus available to the Selling Shareholders
and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including
by compliance with Rule 172 under the Securities Act).
LEGAL
MATTERS
Norton
Rose Fulbright US LLP, which has acted as our United States counsel in connection with this offering, will pass on certain legal matters
with respect to United States federal law in connection with this offering. Norton Rose Fulbright Canada LLP, which has acted as our
Canadian counsel in connection with this offering, will pass on certain legal matters with respect to Canadian law in connection with
this offering.
EXPERTS
The
consolidated financial statements of InMed Pharmaceuticals Inc. as of June 30, 2022 and 2021, and for each of the years in the two-year
period ended June 30, 2022 have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent registered
public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
The audit report covering the June 30, 2022 consolidated financial statements contains an explanatory paragraph that states that the
Company has incurred recurring losses and negative cash flows and has an accumulated deficit that raise substantial doubt about its ability
to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome
of that uncertainty.
WHERE
YOU CAN FIND MORE INFORMATION
We
have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the common shares offered by this
prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all the information set forth in
the registration statement, some of which is contained in exhibits to the registration statement as permitted by the rules and regulations
of the SEC. For further information with respect to us and our common shares, we refer you to the registration statement, including the
exhibits filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract
or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement,
please see the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document
filed as an exhibit is qualified in all respects by the filed exhibit.
We
are subject to the periodic reporting requirements of the Exchange Act and in accordance therewith file periodic reports, including,
but not limited to, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those
reports, proxy statements and other information filed or furnished with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act.
You may read and copy (at prescribed rates) any such reports, proxy statements and other information at the SEC’s Public Reference
Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of
the public reference room. The SEC maintains an internet website that contains reports, proxy and information statements and other information
about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov. We also maintain a website
at www.inmedpharma.com, by which you may access these materials (including the documents incorporated into this prospectus by
reference) free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information
that is contained on, or that may be accessed through, our website is not incorporated into this prospectus, and you should not consider
it part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
SEC
rules permit us to “incorporate by reference” certain information into this prospectus, which means that we can disclose
important information about us by referring you to another document filed separately with the SEC. The information incorporated by reference
is considered to be a part of this prospectus, except for information superseded by information contained in this prospectus or in any
subsequently filed incorporated document. Because we are incorporating by reference future filings with the SEC, this prospectus is continually
updated and those future filings may modify or supersede some of the information included or incorporated in this prospectus. This means
that you must carefully review all of the SEC filings that we incorporate by reference to determine if any of the statements in this
prospectus or in any document previously incorporated by reference have been modified or superseded. However, we undertake no obligation
to update or revise any statements we make, except as required by law.
This
prospectus incorporates by reference the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act (in each case, other than those documents or the portions of those documents furnished and not filed with
the SEC) on or after the date of this prospectus and prior to the termination of the offering covered by this prospectus:
| ● | our
Annual Report on Form 10-K for the fiscal year ended June 30, 2022, filed with the SEC on
September
23, 2022, as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on September
28, 2022; |
| ● | our
Definitive Proxy Statement on Schedule 14A, filed with the SEC on October
28, 2022; |
| ● | our
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, filed with
the SEC on November
14, 2022; and
|
| · | our
Current Reports on Form 8-K, filed with the SEC on July
18, 2022, July
20, 2022, August
11, 2022, August
26, 2022, September
14, 2022, September
29, 2022, November
15, 2022, November
17, 2022 and November
22, 2022 (except, in each case, any information,
including exhibits, furnished and not filed with the SEC). |
Any
statement contained herein or in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed
to be modified or superseded to the extent that a statement contained in this prospectus or in any subsequently filed document which
is or is deemed to be incorporated by reference in this prospectus modifies or supersedes that statement. Any statement so modified or
superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
We
will furnish without charge to each person, including any beneficial owner, to whom a prospectus is delivered, upon written or oral request,
a copy of any or all of the documents incorporated by reference, including exhibits to these documents. Any such request may be made
by writing or calling us at the following address or phone number:
InMed
Pharmaceuticals Inc.
Suite
310 – 815 W. Hastings Street
Vancouver, BC, Canada
V6C 1B4
(604)
669-7207
Attention: Sarah Li
5,090,918 Common Shares
PROSPECTUS
,
2022
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
Set forth below is an estimate (except in the
case of the registration fee) of the amount of fees and expenses to be incurred in connection with the issuance and distribution of the
offered securities, other than underwriting discounts and commissions. The Selling Shareholders will not bear any portion of the below
expenses.
SEC registration fee |
|
$ |
1,369.00 |
|
Printing fees and expenses |
|
|
* |
|
Legal fees and expenses |
|
|
* |
|
Accounting fees and expenses |
|
|
* |
|
Transfer agent fees and expenses |
|
|
* |
|
Miscellaneous fees and expenses |
|
|
* |
|
Total |
|
$ |
* |
|
| * | These fees are calculated based on the number of issuances and
amount of securities offered and accordingly cannot be estimated at this time. |
Item 14. Indemnification of Directors and Officers
We are subject to the provisions of Part 5, Division
5 of the BCBCA. Under Section 160 of the BCBCA, we may, subject to Section 163 of the BCBCA:
| (1) | indemnify an individual who: |
| ● | is or was a director or officer of our company; |
| ● | is or was a director or officer of another corporation (i)
at a time when such corporation is or was an affiliate of our company; or (ii) at our request, or |
| ● | at our request, is or was, or holds or held a position equivalent
to that of, a director or officer of a partnership, trust, joint venture or other unincorporated entity, and including, subject to certain
limited exceptions, the heirs and personal or other legal representatives of that individual (collectively, an “eligible party”),
against all eligible penalties to which the eligible party is or may be liable; and |
| (2) | after final disposition of an eligible proceeding, pay the expenses
actually and reasonably incurred by an eligible party in respect of that proceeding, where: |
| ● | “eligible penalty” means a judgment, penalty or
fine awarded or imposed in, or an amount paid in settlement of, and eligible proceeding. |
| ● | “eligible proceeding” means a proceeding in which
an eligible party or any of the heirs and personal or other legal representatives of the eligible party, by reason of the eligible party
being or having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, our
company or an associated corporation (i) is or may be joined as a party, or (ii) is or may be liable for or in respect of a judgment,
penalty or fine in, or expenses related to, the proceeding. |
| ● | “proceeding” includes any legal proceeding or
investigative action, whether current, threatened, pending or completed. |
Under Section 161 of the BCBCA, and subject
to Section 163 of the BCBCA, we must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably
incurred by an eligible party in respect of that proceeding if the eligible party (i) has not been reimbursed for those expenses, and
(ii) is wholly successful, on the merits or otherwise, in the outcome of the proceeding or is substantially successful on the merits in
the outcome of the proceeding.
Under Section 162 of the BCBCA, and subject to
Section 163 of the BCBCA, we may pay, as they are incurred in advance of the final disposition of an eligible proceeding, the expenses
actually and reasonably incurred by an eligible party in respect of the proceeding, provided that we must not make such payments unless
we first receive from the eligible party a written undertaking that, if it is ultimately determined that the payment of expenses is prohibited
under Section 163 of the BCBCA, the eligible party will repay the amounts advanced.
Under Section 163 of the BCBCA, we must not indemnify
an eligible party against eligible penalties to which the eligible party is or may be liable or pay the expenses of an eligible party
in respect of that proceeding under Sections 160, 161 or 162 of the BCBCA, as the case may be, if any of the following circumstances apply:
| ● | if the indemnity or payment is made under an earlier agreement to indemnify or pay expenses and, at the
time that the agreement to indemnify or pay expenses was made, we were prohibited from giving the indemnity or paying the expenses by
our memorandum or articles; |
| ● | if the indemnity or payment is made otherwise than under an earlier agreement to indemnify or pay expenses
and, at the time that the indemnity or payment is made, we are prohibited from giving the indemnity or paying the expenses by our memorandum
or articles; |
| ● | if, in relation to the subject matter of the eligible proceeding, the eligible party did not act honestly
and in good faith with a view to the best interests of our company or the associated corporation, as the case may be; or |
| ● | in the case of an eligible proceeding other than a civil proceeding, if the eligible party did not have
reasonable grounds for believing that the eligible party’s conduct in respect of which the proceeding was brought was lawful. |
If an eligible proceeding is brought against an
eligible party by or on behalf of our company or by or on behalf of an associated corporation, we must not either indemnify the eligible
party against eligible penalties to which the eligible party is or may be liable, or pay the expenses of the eligible party under Sections
160, 161 or 162 of the BCBCA, as the case may be, in respect of the proceeding.
Under Section 164 of the BCBCA, and despite any
other provision of Part 5, Division 5 of the BCBCA and whether or not payment of expenses or indemnification has been sought, authorized
or declined under Part 5, Division 5 of the BCBCA, on application of our company or an eligible party, the Supreme Court of British Columbia
may do one or more of the following:
| ● | order us to indemnify an eligible party against any liability incurred by the eligible party in respect
of an eligible proceeding; |
| ● | order us to pay some or all of the expenses incurred by an eligible party in respect of an eligible proceeding; |
| ● | order the enforcement of, or payment under, an agreement of indemnification entered into by us; |
| ● | order us to pay some or all of the expenses actually and reasonably incurred by any person in obtaining
an order under Section 164 of the BCBCA; or |
| ● | make any other order the court considers appropriate. |
Section 165 of the BCBCA provides that we may
purchase and maintain insurance for the benefit of an eligible party or the heirs and personal or other legal representatives of the eligible
party against any liability that may be incurred by reason of the eligible party being or having been a director or officer of, or holding
or having held a position equivalent to that of a director or officer of, our company or an associated corporation.
Under our Articles, and subject to the BCBCA,
we must indemnify our directors, former directors or alternate directors and his or her heirs and legal personal representatives against
all eligible penalties to which such person is or may be liable, and we must, after the final disposition of an eligible proceeding, pay
the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and alternate director is deemed
to have contracted with our company on the terms of the indemnity contained in our Articles.
Under our Articles, and subject to the BCBCA,
we may agree to indemnify and may indemnify any person (including an eligible party) against eligible penalties and pay expenses incurred
in connection with the performance of services by that person for us. We have entered into indemnity agreements with our directors and
certain of our officers.
Pursuant to our Articles, the failure of an eligible
party to comply with the BCBCA or our Articles does not, of itself, invalidate any indemnity to which he or she is entitled under our
Articles.
Under our Articles, we may purchase and maintain
insurance for the benefit of any person (or his or her heirs or legal personal representatives) who:
| ● | is or was our director, alternate director, officer, employee or agent; |
| ● | is or was a director, alternate director, officer, employee or agent of a corporation at a time when the
corporation is or was our affiliate; |
| ● | at our request, is or was a director, alternate director, officer, employee or agent of a corporation
or of a partnership, trust, joint venture or other unincorporated entity; or |
| ● | at our request, holds or held a position equivalent to that of a director, alternate director or officer
of a partnership, trust, joint venture or other unincorporated entity; |
| ● | against any liability incurred by him or her as such director, alternate director, officer, employee or
agent or person who holds or held such equivalent position. |
In addition, we have entered into an indemnification
agreement with each of our directors, which requires us to indemnify them.
Item 15. Recent Sales of Unregistered Securities
In
the three years preceding the filing of this registration statement, we have issued the following securities that were not registered
under the Securities Act. All share numbers below give effect to the Reverse Stock Split:
| ● | On
February 12, 2021, we closed a private placement with 11 accredited institutional investors
for approximately $4.5 million of units. We issued the equivalent of 42,000 common shares
and warrants to purchase the equivalent of 27,720 common shares. The issuance was made in
reliance upon an exemption from registration under Section 4(a)(2) of the Securities Act
in that such sales did not involve a public offering. |
| ● | On
October 13, 2021, we issued the equivalent of 82,000 common shares to the then equity holders
and convertible debt holders of BayMedica, as part consideration for our acquisition of BayMedica.
The issuance was made in reliance upon an exemption from registration under Section 4(a)(2)
of the Securities Act in that such sales did not involve a public offering. |
| ● | On
July 2, 2021, we closed a private placement with an accredited institutional investor for
approximately $12 million of common shares, pre-funded warrants and warrants. We issued the
equivalent of 35,600 common shares, pre-funded warrants exercisable for the equivalent of
125,853 common shares and warrants exercisable for the equivalent of 161,453 common shares.
In connection with the July 2021 private placement, we also issued to designees of the exclusive
placement agent for the private placement, warrants to purchase an aggregate of the equivalent
of 12,109 common shares. The foregoing issuances were made in reliance on an exemption from
registration under Section 4(a)(2) of the Securities Act in that such sales did not involve
a public offering. |
| ● | On
June 6, 2022, we closed a registered direct issuance and sale of the equivalent of 163,170
common shares (or pre-funded warrants in lieu thereto), as well as a concurrent private placement
to issue and sell the equivalent of 69,930 common shares (or pre-funded warrants in lieu
thereto), for a gross aggregate amount of $5 million. In addition, we issued to the investor
in the offerings unregistered preferred investment options to purchase up to an aggregate
of the equivalent of 233,100 common shares. We also amended certain existing warrants to
purchase up to an aggregate of the equivalent of 179,230 common shares that were previously
issued to the investor. The issuances in the concurrent private placement were made in reliance
upon an exemption from registration under Section 4(a)(2) of the Securities Act in that such
sales did not involve a public offering. |
| ● | On
September 13, 2022, we closed a private placement, pursuant to which we issued to the investors
in the private placement (i) 90,000 common shares, (ii) pre-funded warrants to purchase an
aggregate of 601,245 common shares and (iii) preferred investment options to purchase up
to an aggregate of 1,382,490 common shares, for a gross aggregate amount of approximately
$6 million. In addition, an investor agreed to cancel preferred investment options to purchase
up to an aggregate of 412,331 of our common shares which had been previously issued to such
investor. In connection with the private placement, we also issued to designees of the exclusive
placement agent for the private placement, preferred investment options to purchase an aggregate
of 44,931 common shares. The foregoing issuances were made in reliance on an exemption from
registration under Section 4(a)(2) of the Securities Act in that such sales did not involve
a public offering. |
| ● | On
November 21, 2022, we closed the November Private Placement, pursuant to which we issued
(i) 150,000 common shares, (ii) pre-funded warrants to purchase an aggregate of 1,668,185
common shares and (iii) preferred investment options to purchase up to an aggregate of 3,272,733
common shares, for a gross aggregate amount of approximately $6 million. In addition, in
connection with the November Private Placement, the Selling Shareholders agreed to cancel
preferred investment options to purchase up to an aggregate of 1,383,490 of our common shares
which had been previously issued to such Selling Shareholders. In connection with the November
Private Placement, we also issued preferred investment options to purchase up to an aggregate
of 118,182 of our common shares to designees of the exclusive placement agent for the November
Private Placement. The foregoing issuances were made in reliance on an exemption from registration
under Section 4(a)(2) of the Securities Act in that such sales did not involve a public offering. |
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
Exhibit
Number |
|
Description
of Exhibit |
|
|
|
2.1 |
|
Amended and Restated Agreement and Plan of Reorganization, dated as of October 13, 2021, by and among InMed Pharmaceuticals Inc., InMed LLC, BayMedica, Inc., BM REP, LLC, as the stockholder representative, and certain stockholders thereto (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 13, 2021). |
3.1 |
|
Amended and Restated Articles of InMed Pharmaceuticals Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 19, 2020). |
4.1 |
|
Form of Specific Common Share Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 13, 2021). |
4.2 |
|
Form of Common Shares Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 12, 2020). |
4.3 |
|
Form of Common Shares Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 5, 2021). |
4.4 |
|
Form of Series A Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 30, 2021). |
4.5 |
|
Form of Pre-Funded Warrants (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 30, 2021). |
4.6 |
|
Form of Preferred Investment Option (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 6, 2022). |
4.7 |
|
Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 6, 2022). |
4.8 |
|
Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on June 6, 2022). |
4.9 |
|
Warrant Amendment Agreement (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the SEC on June 6, 2022). |
4.10 |
|
Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 14, 2022). |
4.11 |
|
Form of Preferred Investment Option (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 14, 2022). |
4.12 |
|
Form of Placement Agent Preferred Investment Option (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on September 14, 2022). |
4.13 |
|
Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 22, 2022). |
4.14 |
|
Form of Preferred Investment Option (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 22, 2022). |
4.15 |
|
Form of Placement Agent Preferred Investment Option (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on November 22, 2022). |
5.1 |
|
Opinion of Norton Rose Fulbright Canada LLP. |
10.1 |
|
InMed Pharmaceuticals Inc. 2017 Amended and Restated Stock Option Plan, as amended (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form S-8 filed with the SEC on March 5, 2021). |
10.2 |
|
Form of Stock Option Agreement pursuant to the InMed Pharmaceuticals Inc. 2017 Amended and Restated Stock Option Plan (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form S-8 filed with the SEC on March 5, 2021). |
10.3 |
|
Registration Rights Agreement, dated February 5, 2021, between InMed Pharmaceuticals Inc. and several purchasers thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 5, 2021). |
10.4 |
|
Registration Rights Agreement, dated June 28, 2021, between InMed Pharmaceuticals Inc. and several purchasers thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 30, 2021). |
10.5 |
|
Registration Rights Agreement, dated June 1, 2022, between InMed Pharmaceuticals Inc. and the purchasers thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on June 6, 2022). |
10.6 |
|
Registration Rights Agreement, dated September 9, 2022, between InMed Pharmaceuticals Inc. and the purchasers thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 14, 2022). |
10.7 |
|
Registration
Rights Agreement, dated November 17, 2022, between InMed Pharmaceuticals Inc. and the purchasers thereto (incorporated by reference
to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 22, 2022). |
10.8 |
|
Amended
and Restated Executive Employment Agreement, dated March 1, 2021, between Eric A. Adams and InMed Pharmaceuticals Inc. (incorporated
by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 13, 2021). |
10.9 |
|
Amendment
dated July 11, 2022 to Eric Adams’ Employment Agreement dated 1 March 2021 (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed with the SEC on July 18, 2022). |
10.10 |
|
Amended
and Restated Executive Employment Agreement, dated March 1, 2021, between Eric Hsu and InMed Pharmaceuticals Inc. (incorporated by
reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 13, 2021). |
10.11 |
|
Amended
and Restated Executive Employment Agreement, dated March 1, 2021, between Alexandra Mancini and InMed Pharmaceuticals Inc. (incorporated
by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 13, 2021). |
10.12 |
|
Amended
and Restated Executive Employment Agreement, dated March 1, 2021, between Bruce S. Colwill and InMed Pharmaceuticals Inc. (incorporated
by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 13, 2021). |
10.13 |
|
Employment
Agreement dated July 15, 2022, between InMed Pharmaceuticals Inc. and Michael Woudenberg (incorporated by reference to Exhibit 10.1
to the Company’s Current Report on Form 8-K filed with the SEC on July 20, 2022) |
10.14 |
|
Consulting
Agreement dated as of April 1, 2022, between InMed Pharmaceuticals Inc. and Brenda Edwards (incorporated by reference to Exhibit
10.13 of the Company’s Amendment No. 1 to Annual Report on Form 10-K/A filed with the SEC on September 28, 2022). |
10.15 |
|
Amended and Restated Executive
Employment Agreement, dated March 1, 2021, between Sarah Li and InMed Pharmaceuticals Inc. |
10.16 |
|
Form
of InMed Pharmaceuticals Inc. Indemnification Agreement entered into with each member of the board of directors and Chief Financial
Officer (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed with the SEC on September
24, 2021) |
10.17 |
|
Office
Premises Lease, dated January 14, 2019, between InMed Pharmaceuticals Inc. and 815 West Hastings Ltd. (incorporated by reference
to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 19, 2020). |
10.18 |
|
Form
of Amendment of Purchase Agreement and Common Stock Purchase Warrant, dated March 21, 2022 (incorporated by reference to Exhibit
10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 22, 2022). |
10.19 |
|
At
the Market Offering Agreement dated April 7, 2021 by and between InMed Pharmaceuticals Inc., and H.C. Wainwright &
Co., LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April
7, 2022). |
21.1 |
|
Subsidiaries
of the Company (incorporated by reference to Exhibit 21.1 of the Company’s Annual Report on Form 10-K filed with the SEC on
September 23, 2022). |
23.1 |
|
Consent of KPMG LLP. |
23.2 |
|
Consent of Norton Rose Fulbright
Canada LLP (included in opinion filed as Exhibit 5.1). |
24.1 |
|
Power of Attorney (included on the signature page) |
107 |
|
Filing Fee Table. |
(b) Financial Statement Schedules
None
Item 17. Undertakings
| (a) | The undersigned registrant hereby undertakes: |
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
| (i) | To include any prospectus required by section 10(a)(3) of
the Securities Act; |
| (ii) | To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus
filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in
the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration
statement. |
| (iii) | To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any material change to such information in the registration
statement. |
provided, however,
that paragraphs (a)(1)(i), (ii), and (iii) of this section do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose
of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose
of determining liability under the Securities Act to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant
to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or
other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of
the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such date of first use.
(5) That, for the purpose
of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the
undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such purchaser:
| (i) | Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to Rule 424; |
| (ii) | Any free writing prospectus relating to the offering prepared
by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
| (iii) | The portion of any other free writing prospectus relating to
the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned
registrant; and |
| (iv) | Any other communication that is an offer in the offering made
by the undersigned registrant to the purchaser. |
(b) The undersigned registrant
hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Vancouver, British Columbia, Canada, on December 7, 2022.
|
INMED PHARMACEUTICALS INC. |
|
|
|
|
By: |
/s/ Eric A. Adams |
|
Name: |
Eric A. Adams |
|
Title: |
President and Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature
appears below constitutes and appoints Eric A. Adams and Sarah Li, and each of them, either of whom may act without the joinder of the
other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments)
to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that
is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, and all post-effective amendments
thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, with the SEC, granting unto said attorneys-in-fact
and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents
or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on
December 7, 2022.
Signature |
|
Title |
|
|
|
/s/ Eric A. Adams |
|
President, Chief Executive Officer and Director |
Eric A. Adams |
|
(Principal Executive Officer) |
|
|
|
/s/ Sarah Li |
|
Vice President, Accounting and Controller |
Sarah Li |
|
(Principal Financial Officer and Principal Accounting Officer) |
|
|
|
/s/ William J. Garner |
|
Director |
William J. Garner |
|
|
|
|
|
/s/ Janet Grove |
|
Director |
Janet Grove |
|
|
|
|
|
/s/ Andrew Hull |
|
Director |
Andrew Hull |
|
|
|
|
|
/s/ Bryan Baldasare |
|
Director |
Bryan Baldasare |
|
|
|
|
|
/s/ Nicole Lemerond |
|
Director |
Nicole Lemerond |
|
|
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements
of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly
authorized representative of InMed Pharmaceuticals Inc. in the United States, on December 7, 2022.
|
Andrew Hull |
|
|
|
/s/ Andrew Hull |
|
Authorized Representative |
II-8
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