Business Context and Reporting Period
This Form 8-K Current Report was filed by InMed Pharmaceuticals Inc. on July 6, 2026. The filing reports the entry into Amendment No. 1 to the previously announced Agreement and Plan of Merger and Reorganization with Mentari Therapeutics, Inc. (Mentari). The Company is incorporated in British Columbia, Canada, and its common shares trade on The Nasdaq Stock Market under the symbol INM.
Key Financial Metrics
This filing is a current report regarding a material definitive agreement and does not contain periodic financial statements. Consequently, the filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity metrics for the reporting period.
Material Changes and Transaction Details
The Amendment modifies the original Merger Agreement dated May 19, 2026, with the following key changes:
- Transaction Sequencing: The Company will change its name to "Mentari Therapeutics, Inc." prior to the Closing Date. It will redomesticate from British Columbia to the State of Nevada on the Closing Date but before the filing of the certificate of merger. Any Nasdaq Reverse Split will occur prior to the First Effective Time.
- Financing Mechanism: The Amendment introduces a "Company PIPE Amendment" to facilitate potential additional private placement financing for Mentari pre-closing. It clarifies how such financing impacts the Exchange Ratio.
- Tax Treatment: The Amendment removes the contingency regarding a potential redomestication to the Cayman Islands. It confirms the transaction is intended to qualify as a "reorganization" under Section 368(a) of the Internal Revenue Code.
Guidance, Outlook, and Risks
The filing includes significant forward-looking statements regarding the completion of the Merger, the combined company's operations, and the effectiveness of the Form S-4 registration statement. Management highlights the following risks and contingencies:
- Approval Risks: Failure to obtain shareholder approval or required regulatory approvals.
- Financing Risks: Failure to complete the pre-closing financing as contemplated.
- Operational Risks: Delays in closing, unexpected costs, and the potential termination of the Merger Agreement.
- Listing Risks: The Company's ability to maintain its listing on Nasdaq.
The Company and Mentari issued a joint press release on July 6, 2026, announcing the Amendment and noting the filing of a preliminary Form S-4 on July 2, 2026.
Investor Verification Checklist
- Review the full text of Amendment No. 1 (Exhibit 2.2) to understand specific modifications to the Exchange Ratio and closing conditions.
- Obtain and read the Form S-4 (preliminary joint proxy statement/prospectus) filed on July 2, 2026, for detailed financial and operational data on the combined entity.
- Verify the status of the pre-closing financing and the potential impact of the "Company PIPE Amendment" on shareholder dilution.
- Monitor the timeline for the special meeting of shareholders required to approve the transaction.
- Confirm the Company's continued compliance with Nasdaq listing requirements during the transition period.