As
filed with the Securities and Exchange Commission on November 8, 2023
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:
Jonathan
Tegge
Interim Chief Financial Officer
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 NOVEMBER 8, 2023
PRELIMINARY
PROSPECTUS
12,569,564
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 12,569,564 of our common shares, no par value per share, or the common shares, consisting of (i) consisting
of (i) 3,012,049 common shares issuable upon exercise of pre-funded warrants issued in the Purchase Agreement, (ii) 3,012,049 common shares
issuable upon exercise of preferred investment options issued to the Selling Shareholders in the Purchase Agreement and (iii) 6,545,466
common shares issuable upon the exercise of preferred investment options issued to the Selling Shareholders in the Private Placement.
See “Prospectus Summary—Recent Developments—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 $301.20 and (ii) the cash
exercise of the preferred investment options, we will receive the exercise price of such options, for an aggregate of approximately $7.9
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 17 for additional information.
Our
common shares are listed on the Nasdaq Capital Market under the symbol “INM”. On November 7, 2023, the last reported sale
price of our common shares on the Nasdaq Capital Market was $0.41 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 7 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 November 8, 2023
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$”.
The
high, low, average and closing rates for Canadian dollars in terms of the United States dollar for each of the periods indicated, as
quoted by the Bank of Canada, were as follows:
| |
Year Ended June 30 | |
| |
2023 | | |
2022 | | |
2021 | |
High for period | |
C$ | 1.3716 | | |
C$ | 1.3039 | | |
C$ | 1.3616 | |
Average for the period | |
C$ | 1.3394 | | |
C$ | 1.2659 | | |
C$ | 1.2823 | |
Low for period | |
C$ | 1.2918 | | |
C$ | 1.2329 | | |
C$ | 1.2040 | |
Rate at end of period | |
C$ | 1.3297 | | |
C$ | 1.2886 | | |
C$ | 1.2394 | |
On November 7, 2022, the Bank of Canada daily rate of exchange was
$1.00 = C$1.3764 or C$1.00 = $0.7265.
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, targeting the treatment of diseases with high unmet medical needs (“Product Candidates”). We are dedicated
to delivering new therapeutic alternatives to patients and consumers who may benefit from cannabinoid-based products. Our approach leverages
on 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 cannabinoid compounds in important market segments. Such segments include clinically proven, FDA-approved pharmaceuticals,
referred to herein as our “Product Candidates”, and “Products”, synthesized cannabinoids that are provided to
wholesalers and end-product manufacturers in the health and wellness sector. Together with our subsidiary, BayMedica, we are developing
multiple manufacturing approaches for synthesizing rare cannabinoids for potential use in pharmaceutical Product Candidates as well as
leveraging this significant manufacturing know-how as a business to business (B2B) supplier to wholesalers and end-product manufacturers
/ marketers in the health and wellness sector. Our know-how includes traditional approaches such as chemical synthesis and biosynthesis,
as well as a proprietary, integrated manufacturing approach called IntegraSyn. While our activities do not involve direct use of Cannabis
nor extracts from the plant, we note that the US Food and Drug Administration (“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 as prescription-based drugs. Our ingredients are synthetically made and, therefore, we
have no interaction with the Cannabis plant. We do not grow nor utilize Cannabis nor its extracts in any of our Products
or Product Candidates and we do not utilize tetrahydrocannabinol (“THC”) or cannabidiol (“CBD”), the most common
cannabinoid compounds that are typically extracted from the Cannabis plant, in any of our Products or Product Candidates. The
API under development for our initial two lead drug candidates, INM-755 for Epidermolysis bullosa (“EB”) and INM-088 for
glaucoma, is cannabinol (“CBN”). Additional uses of both INM-755 and INM-088 are being explored, as well as the application
of novel cannabinoid analogs in our ocular program and for our INM-901 series program to treat neurodegenerative diseases including but
not limited to Alzheimer’s, Parkinson’s, and Huntington’s.
We
believe we are positioned to develop multiple pharmaceutical Product Candidates in 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 cannabinoids products sold through our B2B raw material supply business are integrated into various product
formats by companies who then further commercializes such products. We access rare cannabinoids via all non-extraction approaches, including
chemical synthesis, biosynthesis and our proprietary integrated IntegraSyn 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, which
is incorporated herein by reference and available on our website at https://www.inmedpharma.com/investors/filings/.
Corporate
Information
We
were originally incorporated in the Province of British Columbia, under the Business Corporations Act (British Columbia) (the
“BCBCA”), on May 19, 1981 and we have undergone a number of executive management, corporate name and business sector changes
since this incorporation, ultimately changing our name to “InMed Pharmaceuticals Inc.” on October 6, 2014 to signify our
intent to specialize in cannabinoid pharmaceutical product development. Our principal executive offices are located at Suite 310 –
815 W. Hastings Street, Vancouver, BC, Canada, V6C 1B4 and our telephone number is +1-604-669-7207. Our internet address is https://www.inmedpharma.com/.
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 the market value of 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 the market value of 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
INM-901
Program Update
On
October 24, 2023 the Company announced it has selected a lead Alzheimer’s disease drug candidate, named INM-901, following positive
results from several proof-of-concept studies in a validated Alzheimer’s disease treatment model. InMed will be advancing INM-901,
a cannabinoid analog, in its pharmaceutical drug development program. Based on early in vitro research, INM-901 showed potential
to target several biological pathways associated with Alzheimer’s, including neuroprotection to the brain neurons from beta-amyloid
peptide-induced toxicity and improving neuronal function via extension of neurite length. In addition to these encouraging in vitro testing
outcomes, INM-901 demonstrated favorable results in an in vivo preclinical Alzheimer’s proof-of-concept model. When compared
to the placebo treated Alzheimer’s disease group in these preclinical studies, INM-901 treatment groups demonstrated a trend towards
improvement in:
| ● | cognitive
function and memory |
| | |
Planning
is underway for the next stage of advanced preclinical studies and will include drug metabolism and pharmacokinetics as well as initiation
of pharmaceutical drug development activities such as manufacturing and formulation.
Potential
advantages of INM-901 in treating neurological conditions
Several in
vitro and in vivo studies published by third parties support InMed’s finding of the effects of INM-901 in neuronal
disorders:
| ● | Ability
to cross the blood-brain barrier (“BBB”): The blood-brain barrier is
the specialized system of brain microvascular endothelial cells that serves to regulate several
functions: to shield the brain from toxic substances (including viruses, bacteria and other
foreign substances including many drugs); to supply brain tissues with nutrients; and, to
filter harmful compounds from the brain back into the bloodstream. Due to its chemical structure,
INM-901 is highly lipophilic (dissolves readily in fats, oils and lipids) and can easily
cross the BBB, making it a promising drug candidate for pharmaceutical use in the treatment
of neurodegenerative disease of the brain. |
| | |
|
● | Targeting
several receptor systems: In addition to the endocannabinoid system, INM-901 is
capable of targeting multiple receptor systems which may be beneficial as a multi-pronged
approach to treating complex diseases of the brain. |
Private Placement
On October 24, 2023, InMed Pharmaceuticals Inc. (the “Company”)
entered into a securities purchase agreement (the “Purchase Agreement”) with two institutional accredited investors (the “Purchasers”),
for the sale and issuance of an aggregate of 3,012,049 of its common shares, no par value (the “Common Shares”) (or pre-funded
warrants in lieu thereof) and unregistered preferred investment options (the “Preferred Investment Options”) to purchase up
to an aggregate of 3,012,049 Common Shares at a purchase price of $0.83 per share and Preferred Investment Option. The foregoing transaction
is referred to herein as the “Private Placement.”
Concurrently
with the Company’s entry into the Purchase Agreement, the Company also entered into an inducement offer letter agreement (the “Inducement
Letter”) with the holders (the “Holders”) of existing preferred investment options to purchase up to an aggregate of
3,272,733 common shares of the Company issued to the Holders on November 21, 2022 (collectively, the “Existing Preferred Investment
Options”). Pursuant to the Inducement Letter, the Holders agreed to exercise for cash their Existing Preferred Investment Options
to purchase an aggregate of 3,272,733 common shares of the Company at a reduced exercise price of $0.83 per share in consideration of
the Company’s agreement to issue new unregistered preferred investment options, which are substantially the same form as the Preferred
Investment Options issued in the Private Placement, (the “New Preferred Investment Options”) to purchase up to an aggregate
of 6,545,466 shares of the Company’s common shares (the “New Preferred Investment Option Shares”). The foregoing transaction
is referred to herein as the “Preferred Investment Option Exercise,” and the Preferred Investment Option Exercise and the
Private Placement are collectively referred to herein as the “Offerings.” On October 26, 2023, the parties consummated the
Offerings.
The
terms of the Offerings are more particularly described below:
The
terms of the Purchase Agreement provided that Purchasers whose purchase of common shares in the Private Placement would result in such
Purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the Purchaser, 9.99%) of the Company’s outstanding
common shares, the option of purchasing pre-funded warrants in lieu of common shares in such manner as to result in the same aggregate
purchase price being paid by such Purchaser to the Company.
In
light of the foregoing beneficial ownership limitations, at the closing of the Private Placement, the Company issued to the Purchasers
(i) pre-funded warrants (the “Pre-Funded Warrant”, and together with the Preferred Investment Options, the “Securities”)
to purchase an aggregate of 3,012,049 common shares and (ii) Preferred Investment Options to purchase up to an aggregate of 3,012,049
common shares. No Common Shares were issued to the Purchasers in the Private Placement.
The
Pre-Funded Warrants have an exercise price of $0.0001 per pre-funded warrant and can be exercised at any time from the date and time
of issuance until the pre-funded warrants are exercised in full. The terms of the Pre-Funded Warrants preclude a holder thereof from
exercising such holder’s pre-funded warrants, and the Company from giving effect to such exercise, if after giving effect to the
issuance of common shares upon such exercise, the holder (together with the holder’s affiliates and any other persons acting as
a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of 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 Purchasers in the Private Placement have an exercise price of $0.83 per share, became exercisable
immediately upon issuance and will expire five and a half years from the date of issuance. The terms of such preferred investment options
preclude a holder thereof from exercising such holder’s preferred investment option, and the Company from giving effect to such
exercise, if after giving effect to the issuance of common shares upon such exercise, the holder (together with the holder’s affiliates
and any other persons acting as a group together with the holder or any of the holder’s affiliates) would beneficially own in excess
of 4.99% of the number of common shares outstanding immediately after giving effect to the issuance of common shares upon such exercise.
A holder may increase or decrease the beneficial
ownership thresholds relating to the pre-funded warrants and preferred investment options specified above, except that the beneficial
ownership limitation may not exceed 9.99% in any event.
In connection with the Private Placement, the Company entered into
a Registration Rights Agreement with the Purchasers, dated October 24, 2023 (the “Registration Rights Agreement”). The Registration
Rights Agreement grants the Purchasers certain registration rights and obligates the Company to file one or more registration statements
with the Securities and Exchange Commission (the “SEC”) by certain dates, covering the resale of the Common Shares issuable
upon exercise of the pre-funded warrants and preferred investment options sold in the Private Placement.
The
pre-funded warrants and preferred investment options described above were offered in a private placement under Section 4(a)(2) of the
Securities Act of 1933, as amended (the “Securities Act”) and Regulation D promulgated thereunder and, along with the common
shares underlying the pre-funded warrants and preferred investment options, have not been registered under the Securities Act or applicable
state securities laws. Accordingly, the pre-funded warrants, preferred investment options and the common shares underlying the pre-funded
warrants and preferred investment options may not be offered or sold in the United States absent registration with the SEC or an applicable
exemption from such registration requirements and in accordance with applicable state securities laws. The securities were offered and
sold only to accredited investors.
The
foregoing descriptions of the Purchase Agreement, the Registration Rights Agreement, the Pre-Funded Warrants and the Preferred Investment
Options issued in the Private Placement are not complete and are qualified in their entirety by the full text of such documents, copies
of which are filed as exhibits to this report and incorporated herein by reference.
Preferred
Investment Option Exercise
Pursuant
to the Preferred Investment Option Exercise, the Holders exercised for cash their Existing Preferred Investment Options to purchase an
aggregate of 3,272,733 common shares of the Company (2,535,733 of which common shares are being held in abeyance for the benefit of the
Holders due to certain beneficial ownership limitations) at a reduced exercise price of $0.83 per share, and in consideration therefor,
the Company’s issued New Preferred Investment Options to purchase up to an aggregate of 6,545,466 common shares of the Company.
The
resale of the common shares underlying the exercised Existing Preferred Investment Options are registered pursuant to an effective registration
statement on Form S-1 (File No. 333-268700), filed with the SEC on December 7, 2022 and declared effective by the SEC on December 14,
2022.
The
New Preferred Investment Options have an exercise price of $0.83 per share, became exercisable immediately upon issuance and will expire
five and a half years from the date of issuance. The terms of the New Preferred Investment Options preclude a holder thereof from exercising
such holder’s New Preferred Investment Option, and the Company from giving effect to such exercise, if after giving effect to the
issuance of common shares upon such exercise, the holder (together with the holder’s affiliates and any other persons acting as
a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of 4.99% of the number of
common shares outstanding immediately after giving effect to the issuance of common shares upon such exercise. A holder may increase
or decrease the aforementioned beneficial ownership threshold, except that the beneficial ownership limitation may not exceed 9.99% in
any event.
The
New Preferred Investment Options were offered in a private placement under Section 4(a)(2) of the Securities Act and Regulation D promulgated
thereunder and, along with the common shares underlying such options, have not been registered under the Securities Act or applicable
state securities laws. Accordingly, the New Preferred Investment Options and the common shares underlying such options may not be offered
or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements and in accordance
with applicable state securities laws.
The
Company has agreed to file a registration statement providing for the resale of the common shares underlying the New Preferred Investment
Options, as soon as practicable, and to use commercially reasonable efforts to have such registration statement declared effective by
the SEC within 45 calendar days following the date of the Inducement Letter (or, in the event of a “full review” by the SEC,
75 calendar days following the date of the Inducement Letter) and to keep such registration statement effective at all times until no
holder of the New Preferred Investment Options owns any New Preferred Investment Options or common shares underlying New Preferred Investment
Options. Pursuant to the Inducement Letter, the Company has agreed not to issue any common shares or common share equivalents or to file
any other registration statement with the SEC (in each case, subject to certain exceptions) until 60 days after the closing of the Preferred
Investment Option Exercise. The Company has also agreed not to effect or agree to effect any Variable Rate Transaction (as defined in
the Inducement Letter) until one year after the closing of the Preferred Investment Option Exercise (subject to an exception).
The
foregoing descriptions of the Inducement Letter and the New Preferred Investment Options are not complete and are qualified in their
entirety by the full text of such documents, copies of which are filed as exhibits to this report and incorporated herein by reference.
The
Offering
Securities
Offered by the Selling Shareholders |
|
12,569,564
common shares consisting of (i) 3,012,049 common shares issuable upon exercise of pre-funded warrants issued in the Purchase Agreement,
(ii) 3,012,049 common shares issuable upon exercise of preferred investment options issued to the Selling Shareholders in the Purchase
Agreement and (iii) 6,545,466 common shares issuable upon the exercise of preferred investment options issued to the Selling Shareholders
in the Private Placement. |
|
|
|
Common
Shares Outstanding Before this Offering (1) |
|
6,600,924 |
|
|
|
Common
Shares Outstanding After this Offering (assuming full exercise of the pre-funded warrants and preferred investment options exercisable
for common shares registered hereby) |
|
19,170,488 |
|
|
|
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 $301.20
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 $7.9 million. See “Use of Proceeds” for further information. |
|
|
|
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 6,600,924 shares outstanding as of October 26, 2023 and does not include: |
| ● | 65,531 common shares issuable upon the exercise of non-prefunded share
purchase warrants outstanding as of October 26, 2023, with a weighted average exercise price of $121.31 per share; |
| ● | 178,265 common shares issuable upon the exercise of preferred investment
options outstanding as of October 26, 2023, with a weighted average exercise price of $87.75 per share, |
| ● | 102,133 common shares issuable upon exercise of options outstanding
as of October 26, 2023, with a weighted-average exercise price of $34.98 per share; and |
| ● | 51,633
common shares available for future issuance as of October 26, 2023, 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 12,569,564 common shares registered hereby represent
approximately 190% of our total outstanding shares of common shares as of October 26, 2023. 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:
| ● | The Company’s ability to stem operating losses and
the Company’s ability to find further financing to fund operations; |
| ● | The revenues of BayMedica, LLC (“BayMedica”)
and the commercial viability of the products in its portfolio; |
| ● | 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
products in the pharmaceutical R&D programs (“Product Candidates”) and those targeted to the health and wellness sector
(“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; |
| ● | The ability of the IntegraSyn approach to introduce a revenue
stream to us before the expected commercial approval of our therapeutic programs; |
| ● | Our ability to successfully scale up our IntegraSyn or other
cost-effective approaches so that it will be commercial-scale ready after Phase 2 clinical trials are completed, after which time we
may no longer need to source active pharmaceutical ingredients (“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 IntegraSyn 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 (“CDMOs”); |
| ● | 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 find a partnership early in the development
process for our various programs; |
| ● | 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 IntegraSyn 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 IntegraSyn
approach by (i) becoming a supplier of APIs to the pharmaceutical industry and/or (ii) providing pharmaceutical-grade ingredients to
the non-pharmaceutical market; |
| ● | U.S. Food and Drug Administration (“FDA”) regulatory
acceptance of synthesizing rare cannabinoids for potential use in the pharmaceutical industry; |
| ● | Our ability to successfully prosecute patent applications; |
| ● | 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 interocular 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 (“NCE”)
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; |
| ● | Our disclosure controls and procedures and internal control
over financial reporting |
| ● | 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 $301.20 and (ii) the cash exercise of the preferred investment options, we
will receive the exercise price of such options, for an aggregate of approximately $7.9 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
information known to us regarding the beneficial ownership of the Common Shares as of October 26, 2023 for:
| ● | each person or group of affiliated persons known by us to
be the beneficial owner(s) of more than 5% of our outstanding Common Shares; |
| ● | each of the Company’s directors and named executive
officers (“NEOs”); and |
| ● | all of the directors and executive officers as a group. |
The number of Common Shares
beneficially owned by a person includes shares subject to options, warrants or other convertible securities held by that person that
are currently exercisable or that become exercisable within 60 days of October 26, 2023. Percentage calculations assume, for each person
and group, that all Common Shares that may be acquired by such person or group pursuant to options, warrants, or other convertible securities
that are held currently exercisable or that become exercisable within 60 days of October 26, 2023 are outstanding for the purpose of
computing the percentage of Common Shares owned by such person or group. However, such unissued Common Shares described above are not
deemed to be outstanding for calculating the percentage of Common Shares owned by any other person. The percentage of Common Shares beneficially
owned is computed on the basis of 6,600,924 Common Shares outstanding as of October 26, 2023.
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 LLC | |
| 9,241,358 | (1) | |
| 9.99 | (1) |
Sabby Volatility Warrant Master Fund, Ltd. | |
| 5,895,563 | (2) | |
| 9.99 | (2) |
| |
| | | |
| | |
Named Executive Officers and Directors: | |
| | | |
| | |
Eric A. Adams (3) | |
| 20,998 | | |
| * | |
Andrew Hull (4) | |
| 2,242 | | |
| * | |
Janet Grove (5) | |
| 1,191 | | |
| * | |
Bryan Baldasare (6) | |
| 1,144 | | |
| * | |
Nicole Lemerond (7) | |
| 1,096 | | |
| * | |
Alexandra Mancini (8) | |
| 5,746 | | |
| * | |
Eric Hsu (9) | |
| 5,805 | | |
| * | |
Michael Woudenberg (10) | |
| 6,715 | | |
| * | |
Jonathan Tegge (11) | |
| 1,400 | | |
| * | |
All executive officers and directors as a group (9 persons) | |
| 46,337 | | |
| 1.39 | |
(1) | Consists of (i) 1,909,098 Common Shares/Abeyance Shares (ii) 1,757,032
common shares issuable upon presently exercisable pre-funded warrants, and (iii) 5,575,228 common shares issuable upon presently exercisable
preferred investment options. 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% (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.
The stated percentage of Common Shares beneficially owned reflects the foregoing beneficial ownership limitation. 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) | Consists of (i) 402,305 Common Shares, (ii) 255,954 Common Shares
held in abeyance, (iii) 1,255,017 common shares issuable upon presently exercisable pre-funded warrants, and (iv) 3,982,287 common shares
issuable upon presently exercisable preferred investment options. 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% (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. The stated percentage of Common Shares beneficially owned reflects the foregoing beneficial ownership limitation.
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 of the securities
listed except to the extent of their pecuniary interest therein. |
(3) | Eric
A. Adams’ beneficial ownership consists of 2,359 Common Shares owned directly and 18,639
Common Shares issuable pursuant to presently exercisable options. Not reflected in the table
are 597 Common Shares beneficially owned by Mr. Adams’ spouse. Mr. Adams disclaims
beneficial ownership of the 597 Common Shares held by his spouse. |
(4) | Andrew Hull’s beneficial ownership
consists of 758 Common Shares owned directly and 1,484 Common Shares issuable pursuant to
presently exercisable options. |
(5) | Janet Grove’s beneficial ownership
consists of 1,191 Common Shares issuable pursuant to presently exercisable options. |
(6) | Bryan Baldasare’s beneficial ownership
consists of 1,144 Common Shares issuable pursuant to presently exercisable options. |
(7) | Nicole Lemerond’s beneficial ownership
consists of 1,096 Common Shares issuable pursuant to presently exercisable options. |
(8) | Alexandra Mancini’s beneficial ownership
consists of 240 Common Shares owned directly and 5,506 Common Shares issuable pursuant to
presently exercisable options. |
(9) | Eric Hsu’s beneficial ownership consists
of 51 Common Shares owned directly and 5,754 Common Shares issuable pursuant to presently
exercisable options. |
(10) | Michael Woudenberg’s beneficial ownership
consists of 21 Common Shares owned directly and 6,694 Common Shares issuable pursuant to
presently exercisable options. |
(11) | Jonathan Tegge’s beneficial ownership
consists of 1,400 Common Shares issuable pursuant to presently exercisable options. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On February 11, 2022, the Board appointed Janet Grove as a director
of the Company. Ms. Grove is a Partner of Norton Rose Fulbright Canada LLP (“NRFC”). From February 11, 2022 to June
30, 2022, NRFC rendered legal services in the amount of $345,935 to the Company. During the year ended June 30, 2023, NRFC rendered legal
services in the amount of $634,208 to the Company. From July 1, 2023 to the date of this Prospectus, NRFC rendered legal services in the
amount of $146,551 to the 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 NRFC. No legal services rendered by NRFC were rendered by Ms.
Grove directly.
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 the Board or the audit committee of our Board (the “Audit Committee”). 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 common shares, 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 our audit
committee for review, consideration and approval. In approving or rejecting any such proposal, our Board or our 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 6,600,924 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 Private Placement, are described under “Prospectus Summary—Recent Developments—Private Placement.”
As of October 26, 2023, we had no pre-funded
warrants outstanding and 178,265 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 Odyssey Trust Company Suite 702, 67 Yonge St., Toronto, Canada, ON M5E 1J8.
Listing
Our common shares are currently quoted under
the symbol “INM” on the Nasdaq Capital Market.
Holders
As of October 26, 2023, there were 10,610 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 Private Placement.
For additional information regarding the issuances of those common shares, pre-funded warrants and preferred investment options, see
“Prospectus Summary—Recent Developments—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 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 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—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) | |
Armistice Capital Master Fund Ltd.(1) | |
| 1,909,098 | (2) | |
| 7,332,260 | | |
| — | | |
| — | |
Sabby Volatility Warrant Master Fund, Ltd.(3) | |
| 658,259 | (4) | |
| 5,237,304 | | |
| — | | |
| — | |
(1) |
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. |
(2) |
Consists of 1,909,098 Common Shares/Abeyance Shares. 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% (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. The stated percentage of Common Shares beneficially
owned reflects the foregoing beneficial ownership limitation. 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 |
(3) |
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) |
Consists of (i) 402,305 common shares, (ii) 255,954 common shares held
in abeyance. 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% (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. The stated percentage of Common
Shares beneficially owned reflects the foregoing beneficial ownership limitation. 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 of the securities listed except to the extent of their pecuniary
interest therein.
|
(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 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, 2023 and for the year then ended have been incorporated by reference herein in reliance
upon the report of Marcum 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, 2023 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.
The consolidated financial statements of InMed Pharmaceuticals Inc.
as of June 30, 2022 and for the year then ended 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, 2023, filed with the SEC on
September 29, 2023; |
| ● | our
Definitive Proxy Statement on Schedule 14A, filed with the SEC on October 27, 2023; and |
| ● | our Current Reports on
Form 8-K, filed with the SEC on September 25, 2023, September 25, 2023, September
29, 2023, October
24, 2023, October
30, 2023, and November
2, 2023 (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: Jonathan Tegge,
Interim CFO
12,569,564 Common Shares
PROSPECTUS
November 8, 2023
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 |
|
$ |
792.20 |
|
Printing fees and expenses |
|
|
* |
|
Legal fees and expenses |
|
|
* |
|
Accounting fees and expenses |
|
|
* |
|
Transfer agent fees and expenses |
|
|
* |
|
Miscellaneous fees and expenses |
|
|
* |
|
Total |
|
$ |
792.20 |
|
* |
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. |
| ● | On October 26, 2023, the Company consummated a securities purchase agreement
with two institutional accredited investors for the sale and issuance of an aggregate of 3,012,049 of its common shares (or pre-funded
warrants in lieu thereof) at a purchase price of $0.83 per share. In addition, the Company agreed to issue to the Purchasers, unregistered
preferred investment options to purchase up to an aggregate of 3,012,049 common shares.
Concurrently with the Company’s entry into the Purchase Agreement, the Company also entered into an inducement offer letter agreement with the holders of existing preferred investment options to purchase up to an aggregate of 3,272,733 common shares of the Company issued to the Holders on November 21, 2022. Pursuant to the Inducement Letter, the Holders agreed to exercise for cash their Existing Preferred Investment Options to purchase an aggregate of 3,272,733 common shares of the Company at a reduced exercise price of $0.83 per share in consideration of the Company’s agreement to issue new unregistered preferred investment options to purchase up to an aggregate of 6,545,466 shares of the Company’s common shares. |
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). |
4.16 |
|
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 October 30, 2023). |
4.17 |
|
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 October 30, 2023). |
4.18 |
|
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 October 30, 2023). |
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 |
|
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 October 30, 2023). |
10.9 |
|
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). |
10.10 |
|
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). |
10.11 |
|
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). |
10.12 |
|
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). |
10.14 |
|
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) |
10.15 |
|
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) |
10.16 |
|
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). |
10.17 |
|
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). |
10.18 |
|
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). |
10.19 |
|
Form of Securities Purchase
Agreement dated October 24, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed
with the SEC on October 30, 2023). |
10.20 |
|
Form of Inducement Letter
dated October 24, 2023 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the
SEC on October 30, 2023). |
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 29, 2023). |
23.1 |
|
Consent of Marcum LLP |
23.2 |
|
Consent of KPMG LLP. |
23.3 |
|
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 November 8, 2023.
|
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
November 8, 2023.
Signature |
|
Title |
|
|
|
/s/ Eric A. Adams |
|
President, Chief Executive Officer and Director |
Eric A. Adams |
|
(Principal Executive Officer) |
|
|
|
/s/ Jonathan
Tegge |
|
Interim Chief Financial Officer |
Jonathan Tegge |
|
(Principal Financial Officer and Principal Accounting
Officer) |
|
|
|
/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 November 8, 2023.
|
Andrew Hull |
|
|
|
/s/ Andrew Hull |
|
Authorized Representative |
II-9
Exhibit 5.1
November 8, 2023 |
|
|
|
|
Norton Rose Fulbright Canada llp |
InMed Pharmaceuticals Inc. |
222 Bay Street, Suite 3000 |
815 W. Hastings Street |
Toronto, Ontario M5K 1E7 |
Vancouver, British Columbia, Canada V6C 1B4 |
|
|
F: +1 604.641.4949 |
|
nortonrosefulbright.com |
Re: Registration Statement InMed Pharmaceuticals
Inc. on Form S-1
Dear Sirs/Mesdames:
We have acted as counsel to InMed Pharmaceuticals
Inc. (the Company), a corporation incorporated under the laws of British Columbia, in connection with its filing of a registration
statement on Form S-1 (the Registration Statement) filed by the Company under the Securities Act of 1933, as amended (the Securities
Act), relating to the offer and resale of up to an aggregate of 12,569,564 common shares of the Company, consisting of: (i) 3,012,049
common shares (the Pre-Funded Warrant Shares) issuable upon the exercise of unregistered pre-funded warrants (the Pre-Funded
Warrants) issued by the Company pursuant to a securities purchase agreement dated October 24, 2023 (the Purchase Agreement),
and (ii) 3,012,049 common shares (the Investment Option Shares), issuable upon the exercise of preferred investment options issued
by the Company pursuant to the Purchase Agreement (the Investment Options), and (iii) 6,545,466 common shares (the Inducement
Shares and, together with the Pre-Funded Warrant Shares and the Investment Option Shares, the Converted Shares) issuable upon
the exercise of preferred investment options (the Additional Investment Options) issued to certain investors party to the inducement
offer letter agreement dated October 24, 2023 (the Inducement Letter). We have been requested by the Company to render this opinion
in connection with the filing of the Registration Statement.
As counsel, we have made such investigations and
examined the originals, or duplicate, certified, conformed, telecopied or photostatic copies of such corporate records, agreements, documents
and other instruments and have made such other investigations as we have considered necessary or relevant for the purposes of this opinion,
including:
| (a) | the Registration Statement; |
| (b) | the articles, as amended, and the notice of articles of the
Company; and |
| (c) | a Certificate of Good Standing dated November 8, 2023 issued
by the British Columbia Registrar of Companies. |
With respect to the accuracy of factual matters
material to this opinion, we have relied upon certificates or comparable documents and representations of public officials and of officers
of the Company and have not performed any independent check or verification of such factual matters.
In giving this opinion, we have assumed the genuineness
of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity
to authentic original documents of all documents submitted to us as duplicates, certified, conformed, telecopied or photostatic copies
and the authenticity of the originals of such latter documents, and that all facts set forth in the certificates supplied by officers
of the Company are complete, true and accurate as of the date hereof. We have also assumed that the certificate of compliance referred
to above will continue to be accurate as at the date of issuance of any Converted Shares offered or sold under the Registration Statement,
and that prior to the issuance and delivery of the Converted Shares, the Company will receive, in cash, the full exercise price in respect
of the Pre-Funded Warrants, Investment Options, and Additional Investment Options.
The opinion set forth below is limited to the
laws of the Province of British Columbia and the federal laws of Canada applicable therein, in each case in effect on the date hereof.
Our opinion is rendered as of the date hereof, and we assume no obligation to advise you of changes in law or fact (or the effect thereof
on the opinions expressed herein) that hereafter may come to our attention.
The opinion set forth below is subject to the
following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, arrangement, moratorium,
fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting the rights of creditors; (ii) the effect of
general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and
the possible unavailability of specific performance, injunctive relief and other equitable remedies), regardless of whether considered
in a proceeding at law or in equity, (iii) the effect of public policy considerations that may limit the rights of the parties to obtain
further remedies, (iv) we express no opinion with respect to the enforceability of provisions relating to choice of law, choice of venue,
jurisdiction or waivers of jury trial, and (v) we express no opinion with respect to the enforceability of any waiver of any usury defense.
Based on the foregoing, and subject to the assumptions,
limitations and qualifications set forth herein, including the assumption that the Registration Statement and any required post-effective
amendment(s) thereto required by applicable laws have become effective under the Securities Act, we are of the opinion that the Converted
Shares have been authorized, reserved and allotted for issuance and, upon issuance, delivery and payment therefor in accordance with the
terms of the Pre-Funded Warrants, the Investment Options, and the Additional Investment Options, the Converted Shares will be validly
issued as fully-paid and non-assessable shares in the capital of the Company.
We hereby consent to the filing of this opinion
with the Commission as an exhibit to the Registration Statement and to the use of our name therein. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and
Regulations of the Commission promulgated thereunder.
Yours truly,
/s/ Norton Rose Fulbright Canada LLP
Norton Rose Fulbright Canada LLP
Norton Rose Fulbright Canada LLP is a limited
liability partnership established in Canada.
Norton Rose Fulbright Canada LLP, Norton Rose
Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright South Africa Inc and Norton Rose Fulbright US LLP are separate legal
entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the
activities of the members but does not itself provide legal services to clients. Details of each entity, with certain regulatory information,
are at nortonrosefulbright.com.
Exhibit 23.1
Independent
Registered Public Accounting Firm’s Consent
We consent to the incorporation by reference in
this Registration Statement of InMed Pharmaceuticals Inc. on Form S-1 of our report dated September 29, 2023, which includes an explanatory
paragraph as to the Company’s ability to continue as a going concern, with respect to our audit of the consolidated financial statements
of InMed Pharmaceuticals Inc. as of June 30, 2023 and for the year then ended appearing in the Annual Report on Form 10-K of InMed Pharmaceuticals
Inc. for the year ended June 30, 2023. We also consent to the reference to our firm under the heading “Experts” in the Prospectus,
which is part of this Registration Statement.
/s/ Marcum llp
Marcum llp
New York, NY
November 8, 2023
Exhibit 23.2
Consent of Independent Registered Public Accounting
Firm
The Board of Directors
InMed Pharmaceuticals Inc.:
We consent to the use of our report dated September 23, 2022, on the
consolidated financial statements of InMed Pharmaceuticals Inc., which comprise the consolidated balance sheet as of June 30, 2022, the
consolidated statements of operations, shareholder’s equity and cash flows for the year ended June 30, 2022, and the related notes,
which is incorporated by reference herein and to the reference to our firm under the heading “Experts” in the prospectus.
/s/ KPMG LLP
Chartered Professional Accountants
November 8, 2023
Vancouver, Canada
Exhibit 107
Calculation of Filing Fee Tables
Form S-1
(Form Type)
InMed Pharmaceuticals Inc.
(Exact Name of Registrant as Specified in its Charter)
| |
Security Type | |
Security
Class Title | |
Fee Calculation or Carry Forward Rule | |
Amount Registered(1) | | |
Proposed Maximum Offering Price Per Unit(2) | | |
Maximum Aggregate Offering Price(2) | | |
Fee Rate | | |
Amount of Registration Fee | |
Fees to Be Paid | |
Equity | |
Common shares, no par value | |
Other | |
| 12,569,564 | | |
$ | 0.427 | | |
$ | 5,367,203.83 | | |
| 0.00014760 | | |
$ | 792.20 | |
| |
Total Offering Amounts | |
| |
| | | |
| | | |
$ | | | |
| | | |
$ | 792.20 | |
| |
Total Fees Previously Paid | |
| |
| | | |
| | | |
| | | |
| | | |
| — | |
| |
Total Fee Offsets | |
| |
| | | |
| | | |
| | | |
| | | |
| — | |
| |
| |
| |
Net Fee Due | |
| | | |
| | | |
| | | |
| | | |
$ | 792.20 | |
(1) |
Consists of (i) 3,012,049 common shares issuable upon exercise of pre-funded warrants issued in the Purchase Agreement, (ii) 3,012,049 common shares issuable upon exercise of preferred investment options issued to the Selling Shareholders in the Purchase Agreement and (iii) 6,545,466 common shares issuable upon the exercise of preferred investment options issued to the Selling Shareholders in the Private Placement. In accordance with Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, the Registration Statement also covers an indeterminate number of additional common shares that may be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
|
|
(2) |
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act, based upon the average of the high ($0.4450) and low ($0.4090) prices of the registrant’s common shares as reported on the Nasdaq Capital Market on November 7, 2023. |
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