INM

Business Context and Reporting Period

Company: InMed Pharmaceuticals Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: June 24, 2025 (Event Date)
Reporting Period: Specific transaction event consummated on June 26, 2025.
Context: The Company, an emerging growth company incorporated in British Columbia, entered into a material definitive agreement for a private placement of equity securities to raise capital.

Key Financial Metrics and Transaction Details

Capital Raised: Approximately $5 million in aggregate gross proceeds (before fees and expenses).
Securities Issued:

• Pre-funded Warrants: 1,952,363 units issued to the Purchaser (no common shares issued directly). Exercise price: $0.0001 per warrant.
• Preferred Investment Options (Purchaser): Up to 1,952,363 common shares at an exercise price of $2.436 per share.
• Preferred Investment Options (Placement Agent): 126,904 common shares issued to H.C. Wainwright & Co., LLC at an exercise price of $3.2013 per share.

Offering Price: $2.561 per share (or pre-funded warrant).
Placement Agent Fees:

• Cash fee: 7.5% of aggregate gross proceeds.
• Management fee: 1.0% of gross proceeds.
• Warrant fee: 6.5% of the aggregate number of common shares placed (issued as preferred investment options).

Financial Statements: This filing does not provide revenue, profit, cash flow, margins, debt, or liquidity metrics. It reports solely on the capital raise transaction.

Material Changes and Amendments

Existing Investment Option Amendment:

• The Company amended 199,115 preferred investment options previously issued to the Purchaser on October 24, 2023.
• Price Reduction: Exercise price reduced from $16.60 to $2.436 per share.
• Consideration: Purchaser paid cash consideration of $0.125 per existing option.

Beneficial Ownership Limitations:

• Pre-funded warrants: Holder cannot exercise if ownership exceeds 9.99% of outstanding shares.
• Preferred investment options: Holder cannot exercise if ownership exceeds 4.99% of outstanding shares (unless increased, capped at 9.99%).

Guidance, Outlook, and Risks

Management Commentary: The filing details the terms of the private placement and the engagement of H.C. Wainwright & Co., LLC as the exclusive placement agent. No specific operational guidance or future financial outlook is provided in this document.
Risks and Contingencies:

• Unregistered Securities: The pre-funded warrants and preferred investment options were offered under Section 4(a)(2) of the Securities Act and Regulation D. They are not registered with the SEC and cannot be resold in the U.S. absent registration or an exemption.
• Registration Rights: The Company is obligated to file a Resale Registration Statement to cover the resale of shares underlying the warrants and options.
• Dilution: The issuance of pre-funded warrants and options may result in significant dilution to existing shareholders upon exercise.

Key Facts for Investor Verification

• Proceeds Net of Fees: Verify the net cash received after deducting the 7.5% placement fee, 1.0% management fee, and legal expenses.
• Share Count Impact: Confirm the total number of shares outstanding post-transaction, noting that no common shares were issued immediately, only pre-funded warrants and options.
• Exercise Terms: Review the expiration dates (18 months from the effective date of the Resale Registration Statement) and the specific exercise prices ($2.436 for Purchaser options, $3.2013 for Agent options).
• Amendment Impact: Assess the financial impact of the $0.125 per option payment received for the amendment of the 199,115 existing options.
• Registration Timeline: Monitor the filing of the Resale Registration Statement required by the Registration Rights Agreement.