8-K
InMed Pharmaceuticals Inc. (INM)
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 eventreported): March 4, 2026
INMED PHARMACEUTICALS INC.
(Exact Name of Company as Specified in Charter)
| British Columbia | 001-39685 | 98-1428279 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| InMed Pharmaceuticals Inc.<br><br> <br>Suite 1445 - 885 W. Georgia Street,<br><br> <br>Vancouver, B.C.<br><br> <br>Canada | V6C 3E8 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Company’s telephone number, including
area code: (604) 669-7207
Not applicable
(Former Name or Former Address, if ChangedSince 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 (see General Instruction A.2. below):
| ☐ | Written communications<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications<br> 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 2.05 Costs Associated with Exit or Disposal Activities.
As previously reported, H.R. 5371, the “Continuing Appropriations, Agriculture, Legislative Branch, Military Construction and Veterans Affairs, and Extensions Act, 2026” (the “Act”) in its current form and without further amendment, will have a material negative impact on BayMedica LLC (“BayMedica”), a wholly owned subsidiary of InMed Pharmaceuticals Inc. (the “Company”). Specifically, certain aspects of BayMedica’s commercial business and its inventory of rare, non-intoxicating cannabinoids would be prohibited under the Act if it becomes effective as planned on November 12, 2026.
On March 4, 2026, the Company’s board of directors ratified, confirmed and approved the decision of the board members of BayMedica to wind down and exit BayMedica’s commercial operations business segment (“commercial operations”), which is the only revenue-generating commercial operations of the Company. BayMedica intends to substantially complete the wind down and exit prior to the end of its fiscal year ending June 30, 2026. During the interim period leading to the completion of operational wind down, BayMedica will continue its commercial operations including sales, marketing, limited manufacturing, and logistics. Following the wind down of commercial operations, the Company will focus exclusively on the development of its pharmaceutical drug candidates, including INM-901 for Alzheimer's disease and INM-089 for dry Age-related Macular Degeneration as they advance towards IND filings and initial human clinical trials.
In connection with the wind down of commercial operations, BayMedica is expected to incur severance and other employee-related costs of approximately $550,000 and expects to incur additional related expenditures of approximately $120,000 through the end of the fiscal year. These expenditures are expected to be reduced by the profits from the sale of BayMedica’s products prior to the completion of operational wind down.
The estimates of the charges and costs that BayMedica expects to incur, and the timing thereof, as well as its revenue expectations, are subject to a number of assumptions and actual results may differ materially from those described above. In addition, BayMedica may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur as a result of or in connection with the wind down of its commercial operations.
The Company has included its unaudited pro forma condensed consolidated financial information giving effect to the wind down of the commercial operations as Exhibit 99.1 to this Current Report and is incorporated by reference into this Item 2.05.
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Item 7.01 Regulation FD Disclosure.
On March 6, 2026, the Company issued a press release regarding the Company’s wind down of commercial operations. A copy of that press release is furnished as Exhibit 99.2 hereto and incorporated herein by reference.
The information set forth under Item 7.01 of this Current Report, including Exhibit 99.2 attached hereto, 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 such section. The information in Item 7.01 of this Current Report, including Exhibit 99.2 attached hereto, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD. ****
Forward-Looking Statements
This Current Report, including the exhibits attached hereto, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding BayMedica’s plans to wind down the commercial operations, the expected timing of completion of the wind down, and anticipated costs and charges associated with the wind down. These statements are based on current expectations and assumptions and are not guarantees of future performance. Actual results may differ materially from those expressed or implied due to various risks and uncertainties, including, but not limited to, unexpected delays or difficulties in implementing the wind down, the amount and timing of costs and charges, and other factors described in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements, except as required by law. ****
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Item 9.01. Financial Statements and Exhibits.
(b) Pro forma financial information.
The Company's unaudited pro forma condensed consolidated financial information giving effect to the wind down of the commercial operations is attached hereto as Exhibit 99.1 and incorporated herein by reference.
(d) Exhibits:
Exhibit 99.2 shall be deemed to be furnished, and not filed:
| Exhibit No. | Description |
|---|---|
| 99.1 | Unaudited Pro Forma Condensed Consolidated Financial Information of InMed Pharmaceuticals Inc. |
| 99.2 | Press Release |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included as Exhibit 101) |
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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.
| INMED PHARMACEUTICALS INC. | ||
|---|---|---|
| Date:<br> March 6, 2026 | By: | /s/ Eric A. Adams |
| Eric A. Adams <br><br> President & CEO |
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Exhibit 99.1
Pro Forma Information on Continuing Operations
The following unaudited pro forma consolidated financial information of InMed Pharmaceuticals Inc. (the “Company”) is derived from its historical consolidated financial statements and should be read in conjunction with the audited financial statements and notes thereto appearing in its Annual Report on Form 10-K for the year ended June 30, 2025 and its Form 10-Q for the period ended December 31, 2025. The accompanying unaudited pro forma condensed consolidated statements of operations for the six months ended December 31, 2025 and the year ended June 30, 2025 are presented as if the Company had accounted for the wind down and exit of BayMedica LLC’s commercial operations business segment (“commercial operations”) as discontinued operations as of July 1, 2024. The unaudited pro forma condensed consolidated financial information is preliminary and may be subject to change.
The unaudited pro forma condensed consolidated financial information has been presented for informational purposes only and is not indicative of any future results of operations or the results that might have occurred if the discontinued operations were actually effective on the indicated dates. The unaudited pro forma condensed consolidated financial statements are based on management’s estimate of the effects of the discontinued operations. Pro forma adjustments are based on currently available information, historical results and certain assumptions that management believes are reasonable and described in the accompanying notes.
InMedPharmaceuticals Inc.
UNAUDITEDPRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
Expressedin U.S. Dollars
| December 31, 2025 | ||||||
|---|---|---|---|---|---|---|
| As filed | Pro Forma Adjustments | Pro Forma | ||||
| ASSETS | ||||||
| Current | ||||||
| Cash and cash equivalents | ) | |||||
| Short-term investments | ||||||
| Accounts receivable, net | ) | |||||
| Inventories | ) | |||||
| Prepaids and other current assets | ) | |||||
| Current assets of discontinued operations | ||||||
| Total current assets | ||||||
| Non-Current | ||||||
| Property, equipment and ROU assets, net | ||||||
| Intangible assets, net | ||||||
| Other assets | ||||||
| Total Assets | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||
| Current | ||||||
| Accounts payable and accrued liabilities | ) | |||||
| Current portion of lease obligations | ||||||
| Current liabilities of discontinued operations | ||||||
| Total current liabilities | ||||||
| Non-current | ||||||
| Lease obligations, net of current portion | ||||||
| Total Liabilities | ||||||
| Commitments and Contingencies | ||||||
| Shareholders’ Equity | ||||||
| Common shares, no par value, unlimited authorized shares: | ||||||
| 2,804,186 as of December 31, 2025, issued and outstanding | ||||||
| Additional paid-in capital | ||||||
| Accumulated deficit | ) | ) | ) | |||
| Accumulated other comprehensive income | ||||||
| Total Shareholders’ Equity | ) | |||||
| Total Liabilities and Shareholders’ Equity |
All values are in US Dollars.
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InMed Pharmaceuticals Inc.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Expressed in U.S. Dollars
| Six months ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | ||||||
| As filed | Pro Forma Adjustments | Pro Forma | ||||
| Sales | ) | |||||
| Cost of sales | ) | |||||
| Gross profit | ) | |||||
| Operating Expenses | ||||||
| Research and development | ) | |||||
| General and administrative | ) | |||||
| Amortization and depreciation | ) | |||||
| Foreign exchange loss | ||||||
| Total operating loss from continuing operations | ) | ) | ||||
| Other Income (Expense) | ||||||
| Interest and other income | ||||||
| (Loss) income from continuing operations | ) | ) | ||||
| Loss from discontinued operations | ) | ) | ||||
| Net loss for the period | ) | ) | ||||
| Net loss per share for the period | ||||||
| Basic and diluted | ||||||
| Continuing operations | ) | |||||
| Discontinued operations | ) | |||||
| Net loss per share attributable to<br> Common Stockholders – basic and diluted | ) | ) | ||||
| Weighted average outstanding common shares | ||||||
| Basic and diluted |
All values are in US Dollars.
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InMed Pharmaceuticals Inc.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Expressed in U.S. Dollars
| For the Year Ended June 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | ||||||
| As filed | Pro Forma Adjustments | Pro Forma | ||||
| Sales | ) | |||||
| Cost of sales | ) | |||||
| Gross profit | ) | |||||
| Operating Expenses | ||||||
| Research and development | ) | |||||
| General and administrative | ) | |||||
| Amortization and depreciation | ) | |||||
| Foreign exchange loss | ||||||
| Total operating (loss) from continuing operations | ) | ) | ) | |||
| Other Income (Expense) | ||||||
| Interest and other income | ||||||
| Finance expense | ) | ) | ||||
| Loss from continuing operations | ) | ) | ) | |||
| Net income from discontinued operations | ||||||
| Net (loss) income for the period | ) | ) | ||||
| Net (loss) income per share for the period | ||||||
| Basic and diluted | ||||||
| Continuing operations | ) | |||||
| Discontinued operations | ||||||
| Net loss per share attributable to Common Stockholders – basic and diluted | ) | ) | ||||
| Weighted average outstanding common shares | ||||||
| Basic and diluted |
All values are in US Dollars.
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Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheets:
The unaudited pro forma condensed consolidated balance sheet was prepared assuming the wind down of commercial operations and BayMedica LLC’s assets and liabilities were accounted for as discontinued operations as of December 31, 2025.
Notes to Unaudited Pro Forma Condensed Consolidated Statementsof Operations:
The unaudited pro forma condensed consolidated statements of operations for the six months ended December 31, 2025 and the year ended June 30, 2025 have been presented as if the Company had accounted for the wind down of commercial operations and BayMedica LLC’s assets as discontinued operations as of July 1, 2024.
At this time, the Company has not completed its determination of the fair value of the assets and does not have an estimate of the write-down or other charges associated with the wind down of the net assets. The pro forma adjustments do not give effect to any write-down of the fair value of the net assets as of December 31, 2025.
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Exhibit99.2
| NASDAQ: INM<br><br> <br>****<br><br> <br>1445 – 885 West Georgia St.<br><br> <br>Vancouver, BC, Canada V6C 3E8<br><br> <br>Tel: +1.604.669.7207<br><br> <br>Email: info@inmedpharma.com<br><br> <br>www.inmedpharma.com |
|---|
InMed Provides Update on BayMedica Operationsand Strengthens Focus on Pharmaceutical Development Pipeline
Vancouver, British Columbia – March 6, 2026. InMed Pharmaceuticals Inc. (NASDAQ: INM) (“InMed” or the “Company”), a pharmaceutical company focused on developing a pipeline of disease-modifying small molecule drug candidates that target CB1/CB2 receptors, today announced an update regarding BayMedica LLC (“BayMedica”), a wholly owned subsidiary of the Company, in light of ongoing uncertainty surrounding U.S. federal legislation.
As previously announced, H.R. 5371, the “Continuing Appropriations, Agriculture, Legislative Branch, Military Construction and Veterans Affairs, and Extensions Act, 2026” (the “Act”) in its current form and without further amendment, will have a material negative impact on BayMedica. Specifically, certain aspects of BayMedica’s commercial business and its inventory of rare, non-intoxicating cannabinoids would be prohibited under the Act if it becomes effective as planned on November 12, 2026.
On March 4, 2026, after considering all reasonably available options and a broader strategic assessment, the Company’s board of directors (the “Board”) ratified, confirmed and approved the decision of the board of directors of BayMedica to wind down and exit BayMedica’s commercial operations business segment (“commercial operations”). BayMedica intends to substantially complete the wind down and exit prior to the end of its fiscal year ending June 30, 2026. During the interim period leading to the completion of operational wind down, BayMedica will continue its commercial operations including sales, marketing, limited manufacturing, and logistics.
Following the wind down of commercial operations, the Company will focus exclusively on advancing its core drug development programs, including INM-901 for Alzheimer’s disease and INM-089 for dry age-related macular degeneration, towards IND filings and initial human clinical trials. The Company intends to provide shareholders with an update on its pharmaceutical pipeline in the near term.
Eric A. Adams, Chief Executive Officer of InMed, commented, “Following an extensive evaluation of BayMedica’s commercial outlook amid increasing regulatory uncertainty, BayMedica’s leadership determined to wind down its commercial activities. After careful review, the Board agreed that this strategic step is warranted given the current legislative environment and, further, enables InMed to focus its full internal resources on the development and advancement of our proprietary pharmaceutical drug development programs, which have the greatest potential to deliver long-term shareholder value.”
Operational and Financial Impact
The wind down of BayMedica’s commercial operations will be executed in an orderly manner designed to minimize disruption to customers, suppliers, and employees. BayMedica’s management team is developing a transition plan that will be communicated to affected stakeholders, and the Company currently expects the process to be completed within the coming months. BayMedica is expected to incur severance and other employee-related costs of approximately $550,000 and expects to incur additional related expenditures of approximately $120K through the end of this fiscal year ending June 30, 2026. These expenditures are expected to be partially offset by the profits from the sale of BayMedica’s products.
The Company has outlined the current financial implications, including unaudited pro forma consolidated financial information, in a Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 6, 2026. InMed expects to provide additional updates, as appropriate, in future earnings releases and periodic filings with the SEC.
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: developing a pipeline of disease-modifying small molecule drug candidates that target CB1/CB2 receptors, statements about the Act, the impact of the Act on BayMedica, decision of the board members of BayMedica to wind down and exit BayMedica’s commercial operations business segment as well as financial and operational impact on the wind-down of BayMedica commercial operations.
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 business is disclosed in InMed’s Annual Report on Form 10-K 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.