Item 4.01 Changes in Registrant’s Certifying
Accountant.
(a) Resignation of Independent Registered Public
Accounting Firm
On December 8, 2022, KPMG LLP (“KPMG”),
which had been serving as the independent registered public accounting firm of InMed Pharmaceuticals Inc. (“we,” “us”
or “our”), declined to stand for reelection and resigned as our independent registered public accounting firm, effective immediately.
The Audit Committee of our Board of Directors accepted KMPG’s resignation.
The report of KPMG on our consolidated financial
statements for the fiscal years ended June 30, 2022 and June 30, 2021, did not contain an adverse opinion or a disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope or accounting principles, except as follows:
KPMG’s report on the consolidated financial
statements of InMed Pharmaceuticals as of and for the years ended June 30, 2022 and 2021, contained a separate paragraph stating that
“the Company has incurred recurring losses and negative cash flows and has an accumulated deficit that raise substantial doubt about
its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated
financial statements do not include any adjustments that might result from the outcome of this uncertainty.”
During the fiscal years ended June 30, 2022 and
June 30, 2021 and the subsequent interim period through and including September 30, 2022, there were no (i) disagreements between us and
KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements,
if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference to the subject matter of the disagreements in connection
with its reports on the financial statements for such periods or (ii) “reportable events” as that term is defined in Item
304(a)(1)(v) of Regulation S-K except as stated below.
We previously report in our Form 10-K for the
year ended June 30, 2022 under the heading “Ongoing Remediation of Previously Reported Material Weakness” the following:
“In connection with the audits of our consolidated
financial statements as of and for the years ended June 30, 2021 and 2020, our management previously identified a material weakness in
the Company’s internal control over financial reporting, primarily the result of inadequate resources required to respond to financial
reporting matters other than in the normal course of business. In connection with the preparation of the consolidated financial statements
as of June 30, 2022, we identified that we did not maintain effective processes and controls over financial reporting matters other than
in the normal course of business. Because of this deficiency, which is pervasive in nature, there is a reasonable possibility that a material
misstatement of our consolidated financial statements will not be prevented or detected on a timely basis. In the year ended June 30,
2022, this deficiency resulted in certain material audit adjustments related to the presentation of pre-funded warrants associated with
a financing transaction, and the fair value on the purchase consideration for the acquisition of BayMedica Inc. The presence of these
adjustments is indicative of failures in design and effectiveness of internal controls. The identified material weakness has not been
remediated as of June 30, 2022.
Management has implemented a remediation plan
to address the root causes which contributed to the material weakness and is committed to a strong Internal Control over Financial Reporting
(ICFR) environment. Management has designed and implemented revised controls and procedures which management believes address the material
weakness. These controls and procedures include retaining the services of outside consultants and establishing additional review procedures
over the accounting for complex and non-routine transactions. However, the controls have been operating for a limited period and the requisite
testing sample size to ensure the operating effectiveness of the revised controls and procedures is not yet available. The identified
material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and
management has concluded, through testing, that these controls are operating effectively. We expect that remediation of this material
weakness will be completed prior to the end of fiscal year 2023.”
We have provided KPMG with a copy of this Current
Report on Form 8-K and requested that they furnish a letter addressed to the Securities and Exchange Commission stating whether or not
it agrees with the disclosures herein. A copy of the letter from KPMG is attached as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Appointment of New Independent Registered
Public Accounting Firm
On December 11, 2022, the Audit Committee approved
the engagement of Marcum LLP (“Marcum”) to audit our consolidated financial statements for the fiscal year ending June 30,
2023, subject to Marcum’s standard client acceptance procedures.
During the fiscal years ended June 30, 2022 and
June 30, 2021 and the subsequent interim period through and including September 30, 2022, neither we nor anyone on our behalf consulted
Marcum regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the
type of audit opinion that might be rendered on our financial statements, and no written report or oral advice was provided that Marcum
concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue;
or (ii) any matter that was either the subject of a “disagreement” (as that term is defined in Item 304(a)(1)(iv) of Regulation
S-K) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
