8-K
InMed Pharmaceuticals Inc. (INM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORTPursuant 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<br><br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
| Suite 1445 - 885 West Georgia Street<br><br> <br>Vancouver, B.C.<br><br> <br>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<br>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 5.02: Departure of Directors or Certain Officers; Electionof 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) |
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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.
Date: February 14, 2025
| INMED PHARMACEUTICALS INC. | |
|---|---|
| By: | /s/ Eric A. Adams |
| Name: | Eric A. Adams |
| Title: | Chief Executive Officer |
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Exhibit 99.1
RESIGNATION
| TO: | lnMed Pharmaceuticals Inc. (the “Company”)<br><br> <br>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<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 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 DevelopmentPrograms
INM-901: Targeting multiple biological pathwaysin 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<br>and neuronal function; and |
| --- | --- |
| · | Neuroprotection: evaluating stress responses<br>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-relatedMacular 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.”
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Table 1. CONDENSED CONSOLIDATED BALANCE SHEETS
Expressed in U.S. Dollars
lnMed Pharmaceuticals Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
Expressed in U.S. Dollars
| June 30, 2024 | |||
|---|---|---|---|
| ASSETS | |||
| Current | |||
| Cash and cash equivalents | |||
| Short-term investments | |||
| Accounts receivable (less provision for credit losses of nil and 66,775 in December 31, 2024 and June 30, 2024, respectively) | |||
| Loan receivable | |||
| Inventories | |||
| Prepaids and other current assets | |||
| Total current assets | |||
| Non-Current | |||
| Property, equipment and ROU assets, net | |||
| Intangible assets, net | |||
| In-process research and development | |||
| Goodwill | |||
| Other assets | |||
| Total Assets | |||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||
| Current | |||
| Accounts payable and accrued liabilities | |||
| Short-term debt | |||
| Current portion of lease obligations | |||
| Deferred rent | |||
| Acquisition consideration payable | |||
| Total current liabilities | |||
| Non-current | |||
| Lease obligations, net of current portion | |||
| Derivative warrants liability | |||
| Long-term debt | |||
| Total Liabilities | |||
| 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 | |||
| 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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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 | ||||||||
| Cost of sales | ||||||||
| Gross profit | ||||||||
| Operating Expenses | ||||||||
| Research and development and patents | ||||||||
| General and administrative | ||||||||
| Amortization and depreciation | ||||||||
| Foreign exchange loss | ) | ) | ||||||
| Total operating expenses | ||||||||
| Other Income (Expense) | ||||||||
| Interest and other income | ||||||||
| Finance expense | ) | ) | ||||||
| Loss before income taxes | ) | ) | ) | ) | ||||
| Tax expense | ||||||||
| Net loss for the period | ) | ) | ) | ) | ||||
| Net loss per share for the period | ||||||||
| Basic and diluted | ) | ) | ) | ) | ||||
| Weighted average outstanding common shares | ||||||||
| Basic and diluted |
All values are in US Dollars.
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Table 3. CONDENSED CONSOLIDATED STATEMENTSOF 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 | ) | ) | ||
| Items not requiring cash: | ||||
| Amortization and depreciation | ||||
| Share-based compensation | ||||
| Amortization of right-of-use assets | ||||
| Interest income received on short-term investments | ) | ) | ||
| Unrealized foreign exchange loss | ||||
| Inventory write-down | ||||
| Payments on lease obligations | ) | ) | ||
| Bad debts | ||||
| Finance expense | ||||
| Warrant modification expense | ||||
| Changes in operating assets and liabilities: | ||||
| Inventories | ||||
| Prepaids and other currents assets | ) | ) | ||
| Other non-current assets | ||||
| Accounts receivable | ) | |||
| Accounts payable and accrued liabilities | ) | ) | ||
| Deferred rent | ||||
| Total cash used in operating activities | ) | ) | ||
| Investing Activities | ||||
| Sale of short-term investments | ||||
| Purchase of short-term investments | ) | ) | ||
| Purchase of property and equipment | ) | |||
| Total cash (used in) provided by investing activities | ) | |||
| Financing Activities | ||||
| Proceeds from private placement net of issuance costs | ||||
| Share issuance costs | ) | ) | ||
| Total cash provided by financing activities | ||||
| Increase in cash during the period | ) | |||
| Cash and cash equivalents beginning of the period | ||||
| Cash and cash equivalents end of the period | ||||
| 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 | ||||
| Preferred investment options to its placement agent | ||||
| Recognition of Right-of-use asset and corresponding operating lease liability |
All values are in US Dollars.
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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.
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