INM InMed Pharmaceuticals Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 10, 2025

 

InMed Pharmaceuticals Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

British Columbia		001-39685		98-1428279
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

Suite 1445 - 885 West Georgia Street Vancouver, B.C. Canada		V6C 3E8
(Address of Principal Executive Offices)		(Zip Code)

 

(Registrant’s Telephone Number, Including Area Code): (604) 669-7207

 

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares, no par value		INM		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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 13(a) of the Exchange Act. ☐

 

 

Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

As previously disclosed by InMed Pharmaceuticals Inc. (the “Company”), the Company’s shareholders withheld the election of one nominee, Ms. Janet Grove, at the Company’s 2024 Annual General Meeting held on December 18, 2024 (the “2024 AGM”), from being appointed as a member of the Company’s Board of Directors (the “Board”). As a result, Ms. Grove offered her resignation to the Board, and the Company’s Nominating & Governance Committee, in accordance with the Company’s Majority Voting Policy, considered her resignation and ultimately recommended to the Board to accept Ms. Grove’s resignation. On February 10, 2025, the Board elected to accept Ms. Grove’s resignation from the Board, including from her positions as a member of the Compensation Committee and Chair of the Nominating & Governance Committee. A copy of Ms. Grove’s resignation letter is furnished hereto as Exhibit 99.1. The Board intends to initiate a search for an independent director to replace Ms. Grove as soon as reasonably practicable. In the interim, the Board will continue to operate with the remaining four directors, and each committee of the Board will be comprised of the three independent directors who were re-appointed for directorship at the 2024 AGM. The Board Chair will assume the role of Chair of the Nominating & Governance Committee. Ms. Grove’s resignation was not the result of any dispute or disagreement with the Company or the Board on any matter relating to the operations, policies or practices of the Company.

 

Item 7.01: Regulation FD Disclosure.

 

On February 12, 2025, the Company issued a press release announcing the Company’s acceptance of Ms. Grove’s resignation and other matters. A copy of the press release is furnished hereto as Exhibit 99.2.

 

The information set forth in this Item 7.01, including Exhibits 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information set forth in this Item 7.01, including Exhibit 99.2, shall not be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
99.1		Resignation letter of Janet Grove
99.2		Press release, dated February 12, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document and included as Exhibit 101)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: February 14, 2025

 

	INMED PHARMACEUTICALS INC.
	By:	/s/ Eric A. Adams
	Name:	Eric A. Adams
	Title:	Chief Executive Officer

 

 

Exhibit 99.1

 

RESIGNATION

 

TO:

lnMed Pharmaceuticals Inc. (the “Company”) Attention: Andrew Hull, Chairman

 

Dear Andrew,

 

I hereby tender my resignation for approval by the Company’s board of directors.

 

Further, I hereby resign as a member of the Company’s Compensation Committee and Governance and Nomination Committee, effective immediately.

 

DATED: December 18, 2024

 

	/s/ Janet Grove
	JANET GROVE

 

Exhibit 99.2

 

NASDAQ: INM   1445 – 885 West Georgia St. Vancouver, BC, Canada V6C 3E8 Tel: +1.604.669.7207 Email: info@inmedpharma.com www.inmedpharma.com

 

InMed Reports Second Quarter Fiscal 2025 Financial Results and Provides Business Update

 

Vancouver, British Columbia – February 12, 2025. InMed Pharmaceuticals Inc. (NASDAQ: INM) (“InMed” or the “Company”), a pharmaceutical company focused on developing a pipeline of proprietary small molecule drug candidates for diseases with high unmet medical needs, today reports financial results for the second quarter of the fiscal year 2025 which ended December 31, 2024.

 

The Company’s full financial statements and related MD&A for the first quarter ended December 31, 2024, are available at www.inmedpharma.com, www.sedar.com and at www.sec.gov.

 

Eric A. Adams, InMed’s Chief Executive Officer, commented, “We are pleased with the steady progress across both our pharmaceutical pipeline and commercial operations. The compelling data from INM-901’s preclinical study demonstrated a significant reduction in neuroinflammatory markers—a key contributor to Alzheimer’s disease progression. This positions INM-901 as an innovative approach targeting neuroinflammation, extending beyond traditional amyloid beta and tau-focused therapies. Additionally, the selection of an intravitreal formulation for INM-089 marks a critical milestone in advancing our dry AMD program, offering new possibilities for treatment delivery.”

 

Adams continued, “BayMedica continues to streamline its supply chain and reduce operational costs as it transitions to a profitable business unit, despite a challenging market landscape.”

 

Business Update - Pharmaceutical Development Programs

 

INM-901: Targeting multiple biological pathways in Alzheimer’s disease (‘AD’)

 

INM-901 is a proprietary small molecule drug candidate with multiple mechanisms of action, currently in development as a potential treatment for AD. Recently the Company announced positive results from a long-term in vivo preclinical AD study. In the study, INM-901 demonstrated a reduction in several plasma and brain markers of neuroinflammation, a recognized contributor to AD development and progression. The ability of INM-901 to actively reduce inflammation is an exciting development, as neuroinflammation has emerged as a promising new drug target beyond existing AD treatments focused primarily on removing amyloid beta plaques and tau protein tangles.

 

The Company is evaluating additional parameters from this long-term in vivo study and is conducting further molecular analyses to better define the mechanisms of action and potential role of INM-901 in AD treatment. The analyses will focus on the following areas via mRNA, protein and histological measurements:

 

·

Receptor engagement levels: CB1/CB2 and PPAR;

 

·

Neuritogenesis: assess markers for neuronal differentiation and neuronal function; and

 

·

Neuroprotection: evaluating stress responses and cellular growth/survival.

 

The Company is expected to report on these aspects of the study in the coming weeks.

 

INM-089: Targeting the treatment of dry Age-related Macular Degeneration (“AMD”)

 

INM-089 is a proprietary small molecule drug candidate being studied in the treatment of dry AMD. Recently, the Company announced the selection of an intravitreal (‘IVT’) formulation for INM-089 as a drug candidate to be utilized in the Company’s ongoing development program targeting the treatment of dry AMD. INM-089 can be successfully delivered as an IVT formulation, offering several advantages for the continued development of this compound in the treatment of dry AMD.

 

 

Financial commentary:

 

For the three months ended December 31, 2024, the Company reported a net loss of $2.6 million, compared to a net loss of $1.5 million in the same period the previous year. The increase was primarily driven by higher expenses related to pharmaceutical research and development activities, as well as financing costs.

 

Pharmaceutical research and development and patent expenses were $1M for the three months ended December 31, 2024, compared with $0.6M for the three months ended December 31, 2023. The increase in research and development and patents expenses was due primarily to an increase in external contractors and patent fees offset by a decrease in compensation expenses.

 

General and administrative expenses were $1.6M for the three months ended December 31, 2024, compared with $1.4M for the three months ended December 31, 2023. The increase results primarily from a combination of changes including higher consulting fees, legal fees and personnel expenses. This was offset by a decrease in lower office and administrative expenses. 

 

As of December 31, 2024, the Company’s cash, cash equivalents and short-term investments were $3.5M, which compares to $6.6M at June 30, 2024. The Company continues to closely monitor expenses while advancing its pharmaceutical pipeline candidates. Based on cash equivalents and short-term investments of $3.5 million as of December 31, 2024 and the receipt of $2.9M in gross proceeds from financing activities which took place in January 2025, the Company expects its cash will be sufficient to fund its planned operating expenses and capital expenditures through to the end of the second quarter of calendar year 2025, depending on the level and timing of BayMedica commercial revenues, as well as the level and timing of our operating expenses.

 

BayMedica’s commercial business generated revenues of $1.1 million for the three months ended December 31, 2024, compared to $1.2 million for the same period last year, reflecting a 10% decrease. This decrease was primarily the result of negative pricing variance during the period. Despite the decrease in revenues, BayMedica achieved a net income of $0.23M, representing a 189% improvement over the same period last year. This growth was primarily driven by a reduction in inventory write-downs and lower operational expenses in the current period compared to the same period last year, highlighting BayMedica’s continued progression as a profitable business unit.

 

Corporate Governance Matters:

 

At the Company’s 2024 Annual General Meeting held on December 18, 2024 (the “2024 AGM”), the Company’s shareholders withheld the election of one nominee, Ms. Janet Grove, from being appointed as a member of the Company’s Board of Directors (the “Board”), in accordance with the Company’s Majority Voting Policy. As a result, Ms. Grove offered her resignation to the Board, and the Company’s Nominating & Governance Committee, in accordance with the Majority Voting Policy, considered her resignation and ultimately recommended to the Board to accept Ms. Grove’s resignation. On February 10, 2024, the Board elected to accept Ms. Grove’s resignation. The Board intends to initiate a search for an independent director to replace Ms. Grove as soon as reasonably practicable. In the interim, the Board will continue to operate with the remaining four directors, and each committee of the Board will be comprised of the three independent directors who were re-appointed for directorship at the 2024 AGM. The Board Chair, Mr. Andy Hull will assume the role of Chair of the Nominating & Governance Committee. Mr. Andy Hull commented, “On behalf of the Board and management of the Company, I would like to extend our sincere gratitude to Janet for her dedication and valuable stewardship over the past three years. We are grateful for her service and wish her continued success in all her future endeavors.”

 

 

Table 1. CONDENSED CONSOLIDATED BALANCE SHEETS 

Expressed in U.S. Dollars 

 

lnMed Pharmaceuticals Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

Expressed in U.S. Dollars

 

		December 31, 2024				June 30, 2024
		(unaudited)
		$				$
ASSETS
Current
Cash and cash equivalents			3,419,422				6,571,610
Short-term investments			40,787				43,064
Accounts receivable (less provision for credit losses of $nil and $66,775 in December 31, 2024 and June 30, 2024, respectively)			262,569				352,838
Loan receivable			-				-
Inventories			1,103,356				1,244,32
Prepaids and other current assets			643,986				477,749
Total current assets			5,470,120				8,689,585
Non-Current
Property, equipment and ROU assets, net			1,230,961				1,249,999
Intangible assets, net			1,701,211				1,783,198
In-process research and development			-				-
Goodwill			-				-
Other assets			100,000				100,000
Total Assets			8,502,292				11,822,782
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current
Accounts payable and accrued liabilities			1,371,233				1,654,011
Short-term debt			-				-
Current portion of lease obligations			419,711				317,797
Deferred rent			-				-
Acquisition consideration payable			-				-
Total current liabilities			1,790,944				1,971,808
Non-current
Lease obligations, net of current portion			529,248				644,865
Derivative warrants liability			-				-
Long-term debt			-				-
Total Liabilities			2,320,192				2,616,673
Commitments and Contingencies (Note 11)
Shareholders’ Equity
Common shares, no par value, unlimited authorized shares:
724,152 (June 30, 2024 - 445,948) issued and outstanding			84,537,194				82,784,400
Additional paid-in capital			34,844,988				35,368,899
Accumulated deficit			(113,328,651	)			(109,075,759	)
Accumulated other comprehensive income			128,569				128,569
Total Shareholders’ Equity			6,182,100				9,206,109
Total Liabilities and Shareholders’ Equity			8,502,292				11,822,782

 

 

Table 2. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS UNAUDITED 

Expressed in U.S. Dollars 

 

lnMed Pharmaceuticals Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

Expressed in U.S. Dollars

 

		Three Months Ended								Six Months Ended
		December 31,								December 31,
		2024				2023				2024				2023
		$				$				$				$
Sales			1,111,707				1,240,200				2,376,345				2,142,062
Cost of sales			650,813				916,058				1,422,038				1,796,678
Gross profit			460,894				324,142				954,307				345,384
Operating Expenses
Research and development and patents			1,060,367				609,791				1,831,547				1,901,884
General and administrative			1,553,583				1,363,958				2,975,509				2,662,689
Amortization and depreciation			53,202				55,234				107,781				110,066
Foreign exchange loss			47,753				(59,896	)			28,443				(11,439	)
Total operating expenses			2,714,905				1,969,087				4,943,280				4,663,200
Other Income (Expense)
Interest and other income			30,536				166,760				87,630				302,803
Finance expense			(351,549	)			-				(351,549	)			-
Loss before income taxes			(2,575,024	)			(1,478,185	)			(4,252,892	)			(4,015,013	)
Tax expense			-				-				-				-
Net loss for the period			(2,575,024	)			(1,478,185	)			(4,252,892	)			(4,015,013	)
Net loss per share for the period
Basic and diluted			(3.64	)			(3.71	)			(6.43	)			(14.21	)
Weighted average outstanding common shares
Basic and diluted			706,546				398,673				661,052				282,541

 

 

Table 3. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED 

Expressed in U.S. Dollars 

 

InMed Pharmaceuticals Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

For the Six months December 31, 2024 and 2023

Expressed in U.S. Dollars

 

		December 31, 2024				December 31, 2023
Cash provided by (used in):		$				$
Operating Activities
Net loss			(4,252,892	)			(4,015,013	)
Items not requiring cash:
Amortization and depreciation			107,781				110,063
Share-based compensation			52,123				43,455
Amortization of right-of-use assets			166,277				191,909
Interest income received on short-term investments			(874	)			(1,019	)
Unrealized foreign exchange loss			20,338				978
Inventory write-down			-				263,404
Payments on lease obligations			(203,924	)			(193,109	)
Bad debts			-
Finance expense
Warrant modification expense			-
Changes in operating assets and liabilities:
Inventories			140,968				608,113
Prepaids and other currents assets			(166,237	)			(614,944	)
Other non-current assets			-				4,908
Accounts receivable			90,269				(112,470	)
Accounts payable and accrued liabilities			(282,777	)			(321,106	)
Deferred rent			-				12,485
Total cash used in operating activities			(4,328,948	)			(4,022,346	)
Investing Activities
Sale of short-term investments			24,002				21,317
Purchase of short-term investments			(24,002	)			(21,317	)
Purchase of property and equipment			-				(9,291	)
Total cash (used in) provided by investing activities			-				(9,291	)
Financing Activities
Proceeds from private placement net of issuance costs			1,426,216				5,216,193
Share issuance costs			(249,456	)			(562,151	)
Total cash provided by financing activities			1,176,760				4,654,042
Increase in cash during the period			(3,152,188	)			622,405
Cash and cash equivalents beginning of the period			6,571,610				8,912,517
Cash and cash equivalents end of the period			3,419,422				9,534,922
SUPPLEMENTARY CASH FLOW INFORMATION:
Cash Paid During the Year for:
Income taxes		$	-			$	-
Interest		$	-			$	-
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Fair value of warrant modification recorded as equity issuance costs		$	-			$	3,508,749
Preferred investment options to its placement agent		$	-			$	325,699
Recognition of Right-of-use asset and corresponding operating lease liability		$	187,223			$	968,376

 

 

About InMed:

 

InMed Pharmaceuticals is a pharmaceutical company focused on developing a pipeline of proprietary small molecule drug candidates targeting the CB1/CB2 receptors. InMed’s pipeline consists of three separate programs in the treatment of Alzheimer’s, ocular and dermatological indications. For more information, visit www.inmedpharma.com.

 

Investor Contact:

 

Colin Clancy

Vice President, Investor Relations

and Corporate Communications

T: +1 604 416 0999

E: ir@inmedpharma.com

 

Cautionary Note Regarding Forward-Looking Information:

 

This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) within the meaning of applicable securities laws. Forward-looking statements are frequently, but not always, identified by words such as “expects”, “anticipates”, “believes”, “intends”, “potential”, “possible”, “would” and similar expressions. Such statements, based as they are on current expectations of management, inherently involve numerous risks, uncertainties and assumptions, known and unknown, many of which are beyond our control. Forward-looking information is based on management’s current expectations and beliefs and is subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Without limiting the foregoing, forward-looking information in this news release includes, but is not limited to, statements about; the efficacy of INM-901, INM-901’s ability to treat Alzheimer’s, marketability and uses for INM-901, the results of further studies into INM-901 and acceleration of the development of InMed’s Alzheimer’s program; the efficacy of INM-089, INM-089’s ability to treat AMD, marketability and uses for INM-089, the results of further studies into INM-089 and the further development of InMed’s AMD program; potential to improve margins over time; expectations that the Company’s cash will be sufficient to fund its planned operating expenses and capital expenditures requirements to the end of the second quarter of calendar year 2025.

 

Additionally, there are known and unknown risk factors which could cause InMed’s actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein. A complete discussion of the risks and uncertainties facing InMed’s stand-alone business is disclosed in InMed’s Annual Report on Form 10-K, in Item 1A. of the Quarterly Report for the period ended December 31, 2024, and other filings with the Securities and Exchange Commission on www.sec.gov.

 

All forward-looking information herein is qualified in its entirety by this cautionary statement, and InMed disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.

 

 

v3.25.0.1

Cover	Feb. 10, 2025
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Document Type	8-K
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Document Period End Date	Feb. 10, 2025
Entity File Number	001-39685
Entity Registrant Name	InMed Pharmaceuticals Inc.
Entity Central Index Key	0001728328
Entity Tax Identification Number	98-1428279
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	Suite 1445 - 885 West Georgia Street
Entity Address, City or Town	Vancouver
Entity Address, Country	CA
Entity Address, Postal Zip Code	V6C 3E8
City Area Code	604
Local Phone Number	669-7207
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Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares, no par value
Trading Symbol	INM
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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