Exhibit 2.2

Execution Version

Amendment No. 1 to the
Agreement and Plan of Merger AND REORGANIZATION

This Amendment No. 1 to Agreement and Plan of Merger and reorganization (this “Amendment”) is made as of July 6, 2026, with respect to that certain Agreement and Plan of Merger and Reorganization (as amended to date, the “Merger Agreement”), dated as of May 19, 2026 (the “Agreement Date”), by and among InMed Pharmaceuticals Inc., a corporation organized under the laws of British Columbia, Canada (“Parent”), Indigo Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Parent (“First Merger Sub”), Indigo Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Second Merger Sub”, and, together with First Merger Sub, “Merger Subs” and each, a “Merger Sub”), and Mentari Therapeutics, Inc., a Delaware corporation (the “Company”). All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement.

W I T N E S S E T H:

Whereas, pursuant to Section 11.2 of the Merger Agreement, the Merger Agreement may be amended by any instrument in writing signed on behalf of the Company, Merger Subs, and Parent, with the approval of the respective boards of directors of the Company, Merger Subs, and Parent;

Whereas, the Parent Board has (i) determined that the Contemplated Transactions (including as amended pursuant to this Amendment) are fair to, advisable and in the best interests of Parent and its shareholders, (ii) adopted, approved and declared advisable the Merger Agreement (including as amended hereby) and the Contemplated Transactions, including the issuance of Parent Shares to the shareholders of the Company pursuant to the terms of the Merger Agreement (including as amended hereby), and (iii) determined to recommend, upon the terms and subject to the conditions set forth in the Merger Agreement (including as amended hereby), that the shareholders of Parent vote to approve the Merger Agreement (including as amended hereby) and thereby approve the Parent Shareholder Matters, including the Contemplated Transactions;

Whereas, the First Merger Sub Board has (i) determined that the Contemplated Transactions (including as amended pursuant to this Amendment) are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder, (ii) approved and declared advisable the Merger Agreement (including as amended hereby) and the Contemplated Transactions, and (iii) determined to recommend, upon the terms and subject to the conditions set forth in the Merger Agreement (including as amended hereby), that the stockholder of First Merger Sub votes to adopt the Merger Agreement (including as amended hereby) and thereby approve the Contemplated Transactions;

Whereas, the sole member of the Second Merger Sub has (i) determined that the Contemplated Transactions (including as amended pursuant to this Amendment) are fair to, advisable, and in the best interests of Second Merger Sub and its sole member, (ii) approved and declared advisable the Merger Agreement (including as amended hereby) and the Contemplated Transactions, and (iii) determined to recommend, upon the terms and subject to the conditions set forth in the Merger Agreement (including as amended hereby), that the sole member of Second Merger Sub votes to adopt the Merger Agreement (including as amended hereby) and thereby approve the Contemplated Transactions;

Whereas, the Company Board has (i) determined that the Contemplated Transactions (including as amended pursuant to this Amendment) are fair to, advisable and in the best interests of the Company and its stockholders, (ii) approved and declared advisable the Merger Agreement (including as amended hereby) and the Contemplated Transactions, and (iii) determined to recommend, upon the terms and subject to the conditions set forth in the Merger Agreement (including as amended hereby), that the stockholders of the Company vote to adopt the Merger Agreement (including as amended hereby) and thereby approve the Contemplated Transactions.

Now, Therefore, in consideration of the foregoing recitals, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the Company, Parent and Merger Subs hereby agree as follows:

Article 1 Amendments to the Merger Agreement

“Company PIPE Amendment” means any amendment, amendment and restatement, joinder, supplement or other modification of the Subscription Agreement effected following the Original Agreement Date that results in an increase to the amount of proceeds to be received from the Company Pre-Closing Financing.

“Original Agreement Date” means May 19, 2026.

“Company Equity Value” means $125,000,000.

“Company Valuation” means (i) the Company Equity Value, plus (ii) the amount of proceeds actually received by the Company from the Company Pre-Closing Financing (including the proceeds actually received from any Company Notes (and any interest, premiums and fees thereon), contributed as consideration in the Company Pre-Closing Financing), excluding the amount of any proceeds received pursuant to any Company PIPE Amendment.

“Company Outstanding Shares” means, without duplication, the total number of shares of Company Capital Stock outstanding immediately prior to the First Effective Time (including any shares of Company Common Stock or Company Preferred Stock that are issued in, or issuable upon the exercise or conversion of securities issued in, the Company Pre-Closing Financing), expressed on a fully diluted and as-converted-to-Company Common Stock basis assuming, without limitation or duplication, the exercise of all Company Options, Company RSUs, Company Warrants or other rights or commitments to receive shares of Company Common Stock or Company Preferred Stock (or securities convertible or exercisable into shares of Company Common Stock or Company Preferred Stock, including the Company Notes), whether conditional or unconditional or vested or unvested, that are outstanding as of immediately prior to the First Effective Time; provided that “Company Outstanding Shares” shall exclude (i) any Company Options, Company RSUs, Company Warrants and any other equity awards issued under the Company Stock Plan (including any shares of Company Common Stock issuable upon the exercise of such Company Options, Company Warrants or other equity awards) issued to directors, employees, consultants or other service providers following the date hereof but prior to the Closing (collectively, the “Service Provider Grants”), (ii) any shares of Company Common Stock underlying Company Notes that are to be contributed as consideration in the Company Pre-Closing Financing pursuant to the Subscription Agreement (to avoid double counting), and (iii) the total number of shares of Company Capital Stock that are issued pursuant to, or issuable upon the exercise or conversion of securities issued pursuant to, any Company PIPE Amendment.

“Nasdaq Reverse Split” means a reverse stock split of all outstanding Parent Common Shares, to be effected by Parent prior to the First Effective Time for the purpose of maintaining compliance with Nasdaq listing standards.

2.3. Continuation; Closing; First Effective Time; Second Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 10, and subject to the satisfaction or waiver of the conditions set forth in Section 7, Section 8 ‎and Section 9, the consummation of the Merger (the “Closing”) shall take place remotely, as promptly as practicable (but in no event later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 7, Section 8 and Section 9, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” Prior to the Closing Date, Parent shall (i) create the Parent Convertible Preferred Shares and file the requisite notice of alteration with the British Columbia Registrar of Companies in respect thereof and amend the articles of Parent to include the special rights or restrictions attached to the Parent Convertible Preferred Shares (the “First Parent Charter Amendment”), (ii) in accordance with Section 6.3, take all action necessary under applicable Law (including Canadian Securities Laws) to call, give notice of and hold the Parent Shareholder Meeting to seek approval of the Parent Shareholder Matters, and (iii) take all steps necessary to promptly obtain an authorization from the British Columbia Registrar of Companies to continue Parent out of the Province of British Columbia to Nevada (which, for the avoidance of doubt, shall be the jurisdiction that is specified in the Continuation Resolution) (the “Continuation Authorization”). Immediately prior to the Closing Date, and, for certainty, prior to the continuation contemplated by the immediately following sentence, Parent shall (x) adopt a resolution of the Parent Board in accordance with Parent's Organizational Documents to change the name of Parent to “Mentari Therapeutics, Inc.”, and (y) file a notice of alteration with the British Columbia Registrar of Companies to change the name of Parent to “Mentari Therapeutics, Inc.” (clauses (x) and (y), the “Parent Name Change”). On the Closing Date, following the completion of the Parent Name Change and the issuance of CVRs pursuant to Section 2.9, and prior to the filing of the First Certificate of Merger (as defined below), Parent shall take all actions that may be necessary to continue Parent out of the Province of British Columbia to Nevada (the “Continuation”). At the Closing, (i) the Parties shall cause the First Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in form and substance attached hereto as Exhibit D-1 and incorporated herein by reference (the “First Certificate of Merger”) and (ii) the Parties shall cause the Second Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Second Merger, satisfying the applicable requirements of the DGCL and the DLLCA and in form and substance attached hereto as Exhibit D-2 and incorporated herein by reference (the “Second Certificate of Merger” and together with the First Certificate of Merger, the “Certificate of Merger”). The First Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “First Effective Time”). The Second Merger shall become effective at the time of the filing of such Second Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Second Certificate of Merger with the consent of Parent and the Company (the time as of which the Second Merger becomes effective being referred to as the “Second Effective Time”).

(iii) The Organizational Documents of Parent shall be identical to the Organizational Documents of Parent immediately prior to the Second Effective Time; provided, however, that immediately prior to the Second Effective Time, Parent shall adopt a resolution of the Parent Board in accordance with Parent's Organizational Documents to (A) appoint new directors of Parent in accordance with subclause (b)(iv) below, and (B) make such other changes as are mutually agreeable to Parent and the Company (such resolution, together with the Parent Name Change and the continuation of Parent from the Province of British Columbia to Nevada and the First Parent Charter Amendment, the “Parent Charter Amendment”).

2.11 Intended Tax Treatment. The Parties acknowledge and agree that, for U.S. federal (and applicable state and local) income Tax purposes, (i) the First Merger and the Second Merger, taken together, are intended to constitute an integrated transaction described in Rev. Rul. 2001-46, 2001-2 C.B. 321 that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, and (ii) Section 367 of the Code shall not apply to the Merger (the “Intended Tax Treatment”). The Parties adopt this Agreement as a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a).

Article 2 Miscellaneous

2.1. Except as specifically modified herein, the Merger Agreement remains in full force and effect, and the Parties hereto reserve all of their respective rights and remedies with respect to all other matters and claims, whether known or unknown, arising under the Merger Agreement. On and after the date hereof, each reference to the Merger Agreement in the Merger Agreement or any other document or instrument delivered in connection therewith shall mean the Merger Agreement as amended by this Amendment. The Merger Agreement (including as amended hereby) and the other schedules, exhibits, certificates, instruments and agreements referred to in the Merger Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the Parties with respect to the subject matter hereof and thereof; provided, however, that the Confidentiality Agreement shall not be superseded and shall remain in full force and effect in accordance with its terms.

2.2. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, with the same effect as if the signatures thereto were in the same instrument. The exchange of a fully executed Amendment (in counterparts or otherwise) by all Parties by electronic transmission in PDF format shall be sufficient to bind the Parties to the terms and conditions of this Amendment.

2.3. Article 11 of the Merger Agreement is hereby incorporated by reference into this Amendment, mutatis mutandis.

[Signature Pages Follow]

In Witness Whereof, the Parties have caused this Amendment to be executed as of the date first above written.

[Signature Page to Amendment No. 1]

In Witness Whereof, the Parties have caused this Amendment to be executed as of the date first above written.

[Signature Page to Amendment No. 1]

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Exhibit 99.1

InMed Pharmaceuticals and Mentari Therapeutics Announce Amendment to Merger Agreement and Filing of Registration Statement on Form S-4

Vancouver, British Columbia and San Francisco, California--(Newsfile Corp. - July 6, 2026) - InMed Pharmaceuticals, Inc. (NASDAQ: INM) (“InMed” or the “Company”) today announced that it has entered into an amendment (the “Amendment”) to the previously announced definitive merger agreement (the “Agreement”) for an all-stock transaction with Mentari Therapeutics, Inc. (“Mentari”), a privately-held biotechnology company developing therapies for migraine prevention, Indigo Merger Sub Corp., a wholly-owned subsidiary of InMed, and Indigo Merger Sub I, LLC, a wholly-owned subsidiary of InMed. InMed also announced that it has filed a registration statement on Form S-4 (the “S-4”) with the U.S. Securities and Exchange Commission (the “SEC”) containing a preliminary proxy statement/prospectus and management information circular in connection with the proposed merger (as amended, the “Merger”) and related transactions contemplated by the Agreement (the Merger together with such related transactions, the “Contemplated Transactions”).

Amendment to the Agreement

The Amendment, among other things, (i) clarifies the sequencing of the Contemplated Transactions, (ii) reflects clarifications regarding the impact of the pre-closing financing on the exchange ratio , and (iii) clarifies the intended tax treatment of the Merger. Except as specifically modified by the Amendment, the Agreement remains in full force and effect.

The Merger has received approval by the Boards of Directors of InMed and Mentari and is expected to close in the fourth quarter of 2026, subject to certain closing conditions, including, among others, approval by the shareholders of InMed and the stockholders of Mentari, the effectiveness of the S-4, and the satisfaction of other customary closing conditions.

For further information regarding the Merger, refer to the Company’s press release dated May 19, 2026.

Filing of Registration Statement on Form S-4

InMed filed on July 2, 2026 the S-4 containing a preliminary proxy statement/prospectus and management information circular with the SEC in connection with the Merger. The S-4 outlines the strategic rationale and merits of the Merger, as well as the processes undertaken by InMed and Mentari and their respective Boards of Directors in reaching their recommendations. While the S-4 has not yet become effective and the information contained therein is subject to change (including in respect of the Amendment), it provides important information about the Contemplated Transactions. Once declared effective by the SEC, a date for a special meeting for InMed shareholders to approve the proposals associated with the transaction will be set, and the definitive proxy statement/prospectus and management information circular will be mailed to InMed shareholders prior to the vote. The S-4 is available through the SEC’s EDGAR system at www.sec.gov and the preliminary proxy statement/prospectus and management information circular contained therein will also be available on the System for Electronic Document Analysis and Retrieval + (SEDAR+).

About InMed Pharmaceuticals

InMed 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.

About Mentari Therapeutics

Mentari Therapeutics is a biotechnology company developing therapies for the prevention of migraine to deliver freedom from this debilitating and undertreated neurological condition that affects more than 1 billion people globally. Mentari’s lead programs target PACAP, a newly validated target that is mechanistically independent from CGRP, one of the first migraine targets to yield clinical and commercial success. Mentari’s pipeline includes MT-001, an anti-PACAP monoclonal antibody designed for convenient subcutaneous dosing, and MT-002, an anti-CGRP and anti-PACAP bispecific antibody designed to inhibit these complementary pathways with potential to deliver superior outcomes for people with incomplete response to CGRP-targeted therapies. The company’s programs were discovered by Paragon Therapeutics. Mentari is based in Waltham, MA. For more information, visit mentaritx.com.

Forward-Looking Statements

Certain statements in this press release, other than purely historical information, may constitute “forward- looking statements” within the meaning of the federal securities laws, including for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, express or implied statements relating to InMed’s and Mentari’s expectations, hopes, beliefs, intentions or strategies regarding the Merger, the Private Placement, and the combined company’s future, pipeline and business including, without limitation, statements regarding the expected timing and completion of the Merger and the Private Placement, the expected benefits, opportunities and market potential of the Merger and the effectiveness of the S-4 and the timing of the special meeting of InMed shareholders. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These forward- looking statements are based on current expectations and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting the combined company will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond InMed’s, Mentari’s or the combined company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, risks related to: the risk that the Merger and the Private Placement may not be completed on the anticipated timeline or at all; the failure to satisfy the conditions to closing, including obtaining the requisite approvals of the shareholders of InMed and stockholders of Mentari and the effectiveness of the S-4 filed with the SEC in connection with the Merger; the risk that the Private Placement may not close or may not result in the anticipated gross proceeds; the outcome of preclinical studies and clinical trials; regulatory approval processes; the combined company’s ability to successfully develop and commercialize its product candidates; competition in the migraine treatment market; the combined company’s reliance on third parties; protection of intellectual property; and the combined company’s need for substantial additional funding. Should one or more of these risks or uncertainties materialize, or should any of InMed’s, Mentari’s or the combined company’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth therein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this press release, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein and in InMed’s filings with the SEC. InMed, Mentari and the combined company do not undertake or accept any duty to make any updates or revisions to any forward-looking statements, except as required by law.

Important Information About Investigational Product Candidates

This press release concerns drug candidates that are under preclinical and clinical investigation, and which have not yet been approved by the U.S. Food and Drug Administration. These are currently limited by federal law to investigational use, and no representation is made as to their safety or effectiveness for the purposes for which they are being investigated.

No Offer or Solicitation

This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any proxy, vote, consent or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities to be sold in the Private Placement are being offered in a transaction not involving a public offering and have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS COMMUNICATION IS TRUTHFUL OR COMPLETE.

Important Additional Information About the Proposed Transaction

In connection with the Merger, InMed has filed the S-4 with the SEC that contains a preliminary proxy statement/prospectus and management information circular relating to the Merger, which has not yet been declared effective. This press release is not a substitute for the S-4, proxy statement/prospectus and management information circular or any other document that InMed may file with the SEC in connection with the Merger.

INVESTORS AND SECURITY HOLDERS OF INMED AND MENTARI ARE URGED TO READ THE S- 4, PROXY STATEMENT/PROSPECTUS AND MANAGEMENT INFORMATION CIRCULAR AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT INMED, MENTARI, THE MERGER AND RELATED MATTERS.

Investors and security holders will be able to obtain free copies of the S-4, proxy statement/prospectus and management information circular and other documents filed by InMed with the SEC through the website maintained by the SEC at www.sec.gov and on the Investors section of InMed’s website.

Participants in the Solicitation

InMed, Mentari and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from InMed’s shareholders in connection with the Merger. Information about InMed’s directors and executive officers, including a description of their interests in InMed, is contained in InMed’s most recent Annual Report on Form 10-K and subsequent reports filed with the SEC and certain Canadian securities regulators. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of proxies in connection with the Merger, including a description of their direct or indirect interests, by security holdings or otherwise, is included in the S-4 and proxy statement/prospectus filed with the SEC, which has not yet been declared effective.

Media Contact

Lia Dangelico

Deerfield Group

[email protected]

Investor Contact

Colin Clancy

Vice President, Investor Relations

and Corporate Communications, InMed Pharmaceuticals Inc.

T: +1.604.416.0999

E: [email protected]

To view the source version of this press release, please visit

https://www.newsfilecorp.com/release/304152

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