InMed Pharmaceuticals Inc. 8-K

What Happened

• On May 19, 2026, InMed Pharmaceuticals Inc. (InMed) and Mentari Therapeutics, Inc. entered into a definitive Agreement and Plan of Merger and Reorganization. The transaction is structured as a two-step merger through InMed subsidiaries and is subject to customary closing conditions including shareholder approvals, Nasdaq listing approval, and SEC clearance of a Form S-4.
• The merger valuation framework contemplates an equity value of $125,000,000 for Mentari (or a higher amount ascribed in the pre-closing financing) and requires Mentari to complete a pre-closing financing of at least $150,000,000 substantially concurrent with closing.

Key Details

• Date filed: May 19, 2026. Merger Agreement approved by the boards of InMed, Mentari and the merger subsidiaries.
• Financing requirement: minimum $150,000,000 of proceeds in the pre-closing financing is a condition to closing.
• Pro forma ownership (pre-financing): based on the exchange-ratio formula, pre‑Merger Mentari stockholders would own ~98.49% of the combined company and pre‑Merger InMed shareholders would own ~1.51%.
• Governance and securities: InMed will designate a series of non-voting Convertible Preferred Shares (convertible into 1,000 Common Shares each) with protective rights; holders of at least 30% of originally issued Convertible Preferred Shares (as-converted) may elect two directors, each with three votes. InMed’s board and officers of the combined company will be designated by Mentari per the agreement.
• Pre-Merger InMed shareholders will receive one Contingent Value Right (CVR) per pre‑Merger Common Share for any net proceeds from disposition of InMed’s legacy assets; CVRs are contractual, non-voting and not evidence of equity.
• Shareholder support and lock-up: certain InMed officers/directors and Mentari stockholders executed support agreements and certain Mentari parties agreed to 180-day lock-ups following the closing.

Why It Matters

• If completed as structured, the Merger would result in Mentari stakeholders owning virtually all of the combined company’s equity (per the stated exchange-ratio framework), materially changing control and diluting current InMed common shareholders.
• Closing is contingent on a large outside financing ($150M+), shareholder approvals (including issuance of >20% of InMed’s common shares and a change of domicile from British Columbia to Nevada), Nasdaq listing approval and an effective Form S-4 — any of which could delay or prevent the deal.
• For pre‑Merger InMed shareholders, the CVR provides only a contingent, contractual claim on proceeds from legacy asset dispositions (no voting rights or equity), while the Convertible Preferred structure grants significant protective and conversion rights to holders from the transaction consideration.

Exhibits noted include the Merger Agreement, investor presentation, press release and conference call transcript filed with the 8-K.