InMed Pharmaceuticals Inc. (Form: 8-K, Received: 08/11/2022 06:04:24)

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): August 10, 2022

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.
Suite 310 - 815 W. Hastings Street,
Vancouver, B.C.
Canada		V6C 1B4
(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 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 (see General Instruction A.2. below):

☐	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

(b) On August 9, 2022, InMed Pharmaceuticals Inc. (the “Company”) issued a press release to announce that Adam Cutler resigned from the Board of Directors (the “Board”) (including from the Nominating & Corporate Governance Committee and the Audit Committee) of the Company, effective as of August 8, 2022. Mr. Cutler informed the Company that his decision to resign as a director was due to personal reasons and there was no disagreement with the Company in connection with Mr. Cutler’s resignation.

(d) On August 8, 2022, the Board appointed Nicole Lemerond as a director of the Board to fill the vacancy created by Mr. Cutler’s resignation, effective as of August 8, 2022. Ms. Lemerond’s term as a member of the Board will expire at the next Annual General Meeting of shareholders of the Company or the effective date of her resignation or removal. Ms. Lemerond will serve on the Nominating & Corporate Governance Committee and the Audit Committee effective as of August 8, 2022. There are no arrangements nor understandings with Ms. Lemerond pursuant to which she was selected as a director of the Company, and there are no family relationship between Ms. Lemerond and any of the Company’s other directors or executive officers. Ms. Lemerond will be entitled to receive the standard compensation provided to directors of an annual retainer of $45,000 which includes committee participation, assuming a minimum of two committee memberships. Ms. Lemerond was granted certain stock options to purchase 14,000 common shares as part of the compensation that are granted to new directors upon becoming a member of the board.

In connection with her appointment to the Board, Ms. Lemerond executed the Company’s standard form of indemnification agreement for directors.

Item 7.01 Regulation FD Disclosure.

On August 9, 2022, the Company issued a press release announcing the resignation of Mr. Cutler and the appointment of Ms. Lemerond. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information set forth in this Item 7.01, including Exhibit 99.1, 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 99.1, 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:

The following exhibits shall be deemed to be furnished, and not filed:

Exhibit No.		Description
99.1		Press Release, dated August 9, 2022
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.

	INMED PHARMACEUTICALS INC.

Date: August 10, 2022	By:	/s/ Brenda Edwards
		Brenda Edwards
		Interim Chief Financial Officer

Exhibit 99.1

NASDAQ: INM

Suite 310-815 W. Hastings St.

Vancouver, BC, Canada V6C 1B4

Tel: +1.604.669.7207

Email: info@inmedpharma.com

www.inmedpharma.com

InMed Announces Changes to its Board of Directors

Vancouver, BC – August 9, 2022 – InMed Pharmaceuticals Inc. (“InMed” or the “Company”) (Nasdaq: INM), a leader in the research, development, manufacturing and commercialization of rare cannabinoids, is pleased to announce the appointment of Nicole Lemerond to its Board of Directors, effective immediately.

Nicole Lemerond is a financial executive with over 25 years of experience in investment management, private equity, investment banking and leveraged finance. She has significant experience executing complex transactions, managing diligence processes, raising capital and structuring balance sheets. Throughout her career, Ms. Lemerond has worked with public and private company management teams and boards to increase stakeholder value. She established and led healthcare groups at leading investment firms and has also worked at several large financial institutions, including Lehman Brothers and The Carlyle Group. Ms. Lemerond holds a Bachelor of Science degree from Cornell University and is a CFA charterholder.

Contemporaneous with Ms. Lemerond’s appointment, Adam Cutler has decided to transition off the Board of Directors. Mr. Cutler has served on the Board since 2015, during which time his financial and healthcare expertise has been instrumental in advancing the strategic initiatives of the Company. Over the years, Mr. Cutler has served as Chair of the Audit Committee as well as a member Governance and Nomination Committee. Ms. Lemerond will replace Mr. Cutler as a member of the Audit Committee and as a member of the Governance and Nomination Committee.

William Garner, MD, InMed’s Chairman of the Board of Directors, commented: “I am delighted to welcome Ms. Lemerond to the Board of Directors at InMed. Nicole joins us with tremendous financial and healthcare experience and will prove to be an invaluable asset to the Company. Additionally, on behalf of the Company, I would like to extend our sincere appreciation to Mr. Cutler for his significant contributions over the last 6+ years. His dedication and extensive expertise have been crucial in the strategic development of InMed and we wish him the best with his future endeavors.”

About InMed: InMed Pharmaceuticals is a global leader in the research, development, manufacturing and commercialization of rare cannabinoids. Together with its subsidiary BayMedica LLC, the Company has unparalleled cannabinoid manufacturing capabilities to serve a spectrum of consumer markets, including pharmaceutical and health and wellness. InMed is also a clinical-stage company developing a pipeline of rare cannabinoid therapeutics and dedicated to delivering new treatment alternatives to patients that may benefit from cannabinoid-based pharmaceutical drugs. For more information, visit www.inmedpharma.com and www.baymedica.com.

Investor Contact:

Colin Clancy

Vice President,

Investor Relations & Corporate Communications

T: +1.604.416.0999

E: cclancy@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 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. Forward-looking information in this news release includes statements about: being a global leader in the research, development, manufacturing and development of rare cannabinoids; and delivering new treatment alternatives to patients that may benefit from cannabinoid-based pharmaceutical drugs.

With respect to the forward-looking information contained in this news release, InMed has made numerous assumptions regarding, among other things: the ability to obtain all necessary regulatory approvals on a timely basis, or at all; and continued economic and market stability. While InMed considers these assumptions to be reasonable, these assumptions are inherently subject to significant business, economic, competitive, market and social uncertainties and contingencies. 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 and other filings with the Security 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.