As filed with the Securities and Exchange Commission
on December 19, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INMED PHARMACEUTICALS INC.
(Exact name of registrant as specified in its
charter)
| British Columbia |
|
98-1428279 |
|
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S Employer
Identification No.) |
Suite 1445 - 885 W. Georgia Street
Vancouver, B.C. V6C 3E8
Canada
Telephone: (604) 669-7207
(Address, including zip code and telephone number,
including area code, of registrant’s principal executive offices)
InMed Pharmaceuticals Inc. Amended 2017 Stock
Option Plan
(Full title of the plan)
Registered Agent Solutions, Inc.
1100 H Street NW
Suite 840
Washington, DC 20005
Telephone: (888) 705-7274
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
|
Eric A. Adams
Chief Executive Officer
InMed Pharmaceuticals Inc.
Suite 1445 - 885 W. Georgia Street
Vancouver, B.C. V6C 3E8
Canada
Telephone: (604) 669-7207 |
Jared D. Kaplan, Esq.
Norton Rose Fulbright US LLP
1045 W. Fulton Market, Ste 1200
Chicago, IL 60607
Telephone: (312) 964-7800 |
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large
accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company”
in 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. ☐
EXPLANATORY NOTE
The purpose of this Registration
Statement on Form S-8 (this “Registration Statement”) is to register an additional 60,000 common shares, no par value (the
“Common Shares”), of InMed Pharmaceuticals Inc. (the “Company”), for allotment under the InMed Pharmaceuticals
Inc. Amended 2017 Stock Option Plan (the “2017 Stock Option Plan”). Effective December 18, 2024, the board of directors of
the Company approved the reservation of an additional 60,000 Common Shares for allotment under the 2017 Stock Option Plan.
On November 14, 2024, the Company effected a one-for-twenty (1-for-20)
reverse stock split of the Company’s issued and outstanding Common Shares (the “2024 Reverse Stock Split”). As a result
of the 2024 Reverse Stock Split, every twenty Common Shares issued and outstanding as of November 14, 2024 were combined into one Common
Share. The number of Common Shares issuable pursuant to the 2017 Stock Option Plan were also adjusted proportionally as a result of the
2024 Reverse Stock Split. The 2024 Reverse Stock Split resulted in the number of issued and outstanding Common Shares being reduced from
14,361,550 to approximately 718,078 Common Shares on a non-diluted basis, and each shareholder held the same percentage of Common Shares
outstanding immediately after the 2024 Reverse Stock Split as such shareholder held immediately prior to the 2024 Reverse Stock Split.
As previously reported by the Company, the Company additionally conducted a one-for-twenty five (1-for-25) reverse stock split of the
Company’s issued and outstanding Common Shares effective on September 7, 2022 (the “2022 Reverse Stock Split” and together
with the 2024 Reverse Stock Split, the “Share Consolidations”). The number of Common Shares represented herein, including
in this Explanatory Note, reflect the completion of the Share Consolidations.
In accordance with General
Instruction E of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), the contents of (i) the Company’s
Registration Statement on Form S-8 (File No. 333-253912), filed with the Securities and Exchange Commission (the “Commission”)
on March 5, 2021, to register 2,088 Common Shares for issuance pursuant to the 2017 Stock Option Plan, as amended, (ii) the Company’s
Registration Statement on Form S-8 (File No. 333-260323), filed with the Commission on October 18, 2021, to register an additional 1,600
Common Shares for issuance pursuant to the 2017 Stock Option Plan, as amended, (iii) the Company’s Registration Statement on Form
S-8 (File No. 333-268356), filed with the Commission on November 14, 2022, to register an additional 4,000 Common Shares for issuance
pursuant to the 2017 Stock Option Plan, and (iv) the Company’s Registration Statement on Form S-8 (File No. 333-276212), filed with
the Commission on December 22, 2023, to register an additional 35,000 Common Shares for issuance pursuant to the 2017 Stock Option Plan,
are each incorporated herein by reference, except to the extent supplemented, amended and superseded by the information set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Except to the extent that information is deemed furnished and not filed
pursuant to securities laws and regulations, the following documents, which have been previously filed with the Commission, are incorporated
by reference into this Registration Statement:
| ● | our
Annual Report on Form 10-K for the fiscal year ended June 30, 2024, filed with the Commission
on September 30, 2024; |
| ● | our
Definitive Proxy Statement on Schedule 14A, filed with the Commission on October 28, 2024; |
| ● | our
Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Commission
on November 14, 2024; |
| ● | our Current Reports on Form 8-K, filed with the Commission on July
30, 2024, August 20,
2024, August 21, 2024, September
20, 2024, September 26,
2024, September 30,
2024, October 23, 2024, October
24, 2024, October 28,
2024, November 5, 2024, November
12, 2024, November 15,
2024, November 20, 2024, December
18, 2024 and December 19, 2024; and |
| ● | the description of our common
shares in our Registration Statement on Form 8-A filed with the Commission on November 5, 2020, including any subsequent amendment
thereto filed for the purpose of updating such description. |
Except to the extent that information is deemed
furnished and not filed pursuant to securities laws and regulations, all documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this Registration Statement
and prior to the filing of a post-effective amendment that (i) indicates that all securities offered under this Registration Statement
have been sold, or (ii) deregisters all securities then remaining unsold under this Registration Statement, shall be deemed to be incorporated
by reference into this Registration Statement and to be a part of this Registration Statement from the date of filing of such documents.
In no event, however, will any information that we disclose under Item 2.02 or Item 7.01 (and any related exhibits) of any Current Report
on Form 8-K that we may from time to time furnish to the Commission be incorporated by reference into, or otherwise become a part of,
this Registration Statement.
For purposes of this Registration Statement, any
statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded
to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated herein
by reference modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
SIGNATURES
Pursuant to the requirements
of the Securities Act, InMed Pharmaceuticals Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Vancouver, British Columbia, Canada, on December 19, 2024.
| |
INMED PHARMACEUTICALS INC. |
| |
|
|
| |
By: |
/s/ Eric A. Adams |
| |
|
Eric A. Adams |
| |
|
President and Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature
appears below, the undersigned officers and directors of InMed Pharmaceuticals Inc., hereby severally constitute and appoint Eric A. Adams
and Netta Jagpal, and each of them singly (with full power to each of them to act alone), his or her true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution in each of them for him (or her) and in his (or her) name, place and stead,
and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and
to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done
in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or their or his (or her) substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements
of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated
on December 19, 2024.
| Name |
|
Title |
| |
|
| /s/ Eric A. Adams |
|
President, Chief Executive Officer and Director |
| Eric A. Adams |
|
(principal executive officer) |
| |
|
|
| /s/ Netta Jagpal |
|
Chief Financial Officer |
| Netta Jagpal |
|
(principal financial officer and principal accounting officer) |
| |
|
|
| /s/ Janet Grove |
|
Director |
| Janet Grove |
|
|
| |
|
| /s/ Bryan Baldasare |
|
Director |
| Bryan Baldasare |
|
| |
|
| /s/ Andrew Hull |
|
Director |
| Andrew Hull |
|
|
| |
|
|
| /s/ Nicole Lemerond |
|
Director |
| Nicole Lemerond |
|
|
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements to Section 6(a) of
the Securities Act of 1933, the undersigned has signed this registration statement solely in the capacity of the duly authorized representative
of InMed Pharmaceuticals Inc. in the United States on December 19, 2024.
| |
By: |
/s/ Andrew Hull |
| |
|
Andrew Hull |
Exhibit 5.1
| December 19, 2024 |
|
 |
| |
|
|
| InMed Pharmaceuticals Inc. |
|
Norton Rose Fulbright Canada LLP |
| Suite 310 – 815 West Hastings Street |
|
222 Bay Street, Suite 3000, P.O. Box 53 |
| Vancouver, BC V6C 1B4 |
|
Toronto, Ontario M5K 1E7 Canada |
| |
|
|
| |
|
F: +1 416.216.3930 |
| |
|
nortonrosefulbright.com |
Re: Registration Statement of InMed Pharmaceuticals
Inc. on Form S-8
Dear Sirs/Mesdames:
We have acted as counsel to InMed Pharmaceuticals
Inc. (the Company), a corporation incorporated under the laws of the Province of British Columbia, in connection with the registration
under the United States Securities Act of 1933, as amended (the Securities Act), pursuant to a Registration Statement on Form S-
8 (the Registration Statement), filed on or about the date hereof with the United States Securities and Exchange Commission (the
SEC), of up to an aggregate of 60,000 common shares of the Company (the Common Shares) which are issuable by the Company
to eligible participants pursuant to stock options granted under the Stock Option Plan of the Company, as amended, (the Stock Option
Plan).
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 and the Stock Option Plan; |
| b) | the articles and notice of articles of the Company; |
| c) | certain resolutions of the Company’s board of directors;
and |
| d) | a Certificate of Good Standing dated December 18, 2024 issued
by the Registrar of Companies in British Columbia. |
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. We have also assumed that the Certificate of Good Standing referred to
above will continue to be accurate as at the date of issuance of any Common Shares issued under the Registration Statement.
The opinion set forth below is limited to the
laws of the Province of Ontario 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.
Where our opinion below refers to the Common Shares
as being “fully-paid and non-assessable”, such opinion assumes that all required consideration (in whatever form) has been
or will be paid or provided. No opinion is expressed as to the adequacy of any consideration received.
Based on the foregoing, and subject to the assumptions,
limitations and qualifications set forth herein, we are of the opinion that upon issuance and delivery of and payment for such Common
Shares in accordance with the terms and conditions of the Registration Statement and the Stock Option Plan, such Common Shares being issued
by the Company, will be validly issued, fully paid and non-assessable shares in the share capital of the Company.
This opinion has been prepared for your use in
connection with the Registration Statement and is expressed as of the date hereof. Our opinion is expressly limited to the matters set
forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Registration
Statement or the Common Shares.
We hereby consent to the filing of this opinion
with the SEC as an exhibit to the Registration Statement. 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 SEC promulgated thereunder.
This opinion may not be quoted from or referred to in any documents other than the Registration Statement as provided for herein without
our prior written consent.
Yours truly,
/s/ Norton Rose Fulbright Canada LLP
Norton Rose Fulbright Canada LLP
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-8 of our report dated September 27, 2024, which includes an explanatory
paragraph as to the Company’s ability to continue as a going concern, with respect to our audits of the consolidated financial statements
of InMed Pharmaceuticals Inc. as of June 30, 2024 and 2023 and for the years then ended appearing in the Annual Report on Form 10-K of
InMed Pharmaceuticals Inc. for the year ended June 30, 2024.
/s/ Marcum llp
Marcum llp
New York, NY
December 19, 2024
Exhibit 107.1
Calculation of Filing Fee Tables
Form S-8
(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 |
|
Rule 457(c)
and (h) |
|
|
60,000 |
|
|
$ |
5.17 |
|
|
$ |
310,230 |
|
|
|
0.00015310 |
|
|
$ |
47.49 |
|
| |
|
Total Offering Amounts |
|
|
|
|
|
|
|
|
|
|
|
$ |
310,230 |
|
|
|
|
|
|
$ |
47.49 |
|
| |
|
Total Fees Previously Paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
| |
|
Total Fee Offsets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
| |
|
|
|
|
|
Net Fee Due |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
47.49 |
|
| (1) |
Represents additional common shares, no par value, of InMed Pharmaceuticals Inc. (“Common Shares”), reserved for future issuances under the InMed Pharmaceuticals Inc. Amended 2017 Stock Option Plan (the “2017 Stock Option Plan”). This Registration Statement also includes such additional number of Common Shares, as may be required in the event of a stock split, stock dividend or similar transaction in accordance with Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”). |
| |
|
| (2) |
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and 457(h) under the Securities Act, based upon the average of the high and low prices of the Common Shares as reported on the Nasdaq Capital Market on December 16, 2024. |
InMed Pharmaceuticals (NASDAQ:INM)
Historical Stock Chart
From Nov 2024 to Dec 2024
InMed Pharmaceuticals (NASDAQ:INM)
Historical Stock Chart
From Dec 2023 to Dec 2024
