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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): December 13, 2022

 

INMED PHARMACEUTICALS INC.

(Exact Name of Registrant as Specified in its 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)

 

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 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 1.01 Entry into a Material Definitive Agreement

 

On December 12, 2022 InMed Pharmaceuticals Inc. (“InMed” or the “Company”) entered into an agreement (the “BRIO Agreement”) with Brio Financial Group (“BRIO”) to provide senior financial leadership and bookkeeping services. Pursuant to the Brio Agreement, BRIO will provide Jonathan Tegge to serve as the Interim Chief Financial Officer (the “CFO”) and also provide certain other specified financial and accounting services typically provided by a chief financial officer, which are describe more fully in the BRIO Agreement, (“CFO Services”). The term of the BRIO Agreement will run through December 31, 2023, unless terminated by either party upon 10 days prior written notice to the other party, pursuant to the terms of the Brio Agreement.

 

The Company will pay a monthly fee of $9,750 for the CFO Services during the term of the BRIO Agreement. There are no material relationships between the Company or its affiliates and BRIO, other than in respect of the BRIO Agreement. The foregoing description of the terms and conditions of the BRIO Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the BRIO Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated into this Item 1.01 by reference.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

As described above, the Company appointed Mr. Tegge as Interim Chief Financial Officer of the Company effective December 12, 2022. The Company continues to explore various options for a full time replacement for a permanent Chief Financial Officer.

 

Since November of 2015, Mr. Tegge has served as an Accounting Consultant for Brio providing Chief Financial Officer / Interim CFO and Controller / Financial Reporting Accountant services to various of Brio’s clients.

 

As described above, the Company engages Mr. Tegge through Brio whereby the Company pays Brio for the services of Mr. Tegge. In addition, the Company has entered into a Consulting Agreement with Mr. Tegge pursuant to which the Company agreed to issue Brio options to acquire 1,400 fully vested Common Shares of the Company and to issue Mr. Tegge options to acquire 1,400 Common Shares of the Company which will vest 1/12 per month over the next twelve months of service by Mr. Tegge. The foregoing description of the terms and conditions of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Consulting Agreement, a copy of which is filed as Exhibit 10.2 hereto and is incorporated into this Item 5.02 by reference.

 

Item 8.01 Other Information

 

On December 12, 2012, the Company issued a press release announcing Mr. Tegge’s appointment as Interim Chief Financial Officer. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit No.   Description
10.1   Letter Agreement dated December 12, 2022 with Brio Financial Group
10.2   Consulting Agreement dated December 12, 2022 with Jonathan Tegge
99.1   Press Release dated December 12, 2022
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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.

 

  INMED PHARMACEUTICALS INC.
     
Date: December 13, 2022 By: /s/ Eric A. Adams
    Eric A. Adams
    President and Chief Executive Officer

 

 

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Exhibit 10.1

 

 

 

100 Somerset Corporate Blvd 2nd Floor

Bridgewater Township, New Jersey 08807

 

December 12, 2022

 

InMed Pharmaceuticals Inc

Suite 310-815 W. Hastings Street

Vancouver, B.C. Canada V6C 1B4

ATTN: Mr. Eric A. Adams, Chief Executive Officer

 

In order to document the understanding between as to the scope of the work that Brio Financial Group will perform, as well as certain other matters, we are entering into this Agreement with InMed Pharmaceuticals Inc. (“you” or the “Company”). To avoid any misunderstandings, this Agreement defines the services we will perform for you as well as your responsibilities.

 

SCOPE OF WORK

 

Monthly/Quarterly Services:

 

●CFO Services - We will provide a team of professionals that will act in the capacity of an interim CFO, and Bookkeepers.

 

●Bookkeeping - We will provide the Company with bookkeeping services utilizing the Company’s accounting system. If we become aware of any adjustments that may be appropriate, we will itemize these adjustments, provide supporting documentation and present the adjustments for management approval.

 

●Monthly reporting - We will prepare monthly basic financial statements consisting of a balance sheet, income statement and statement of cash flows prepared in accordance with Generally Accepted Accounting Principles (GAAP) as applied by the Company.

 

●Budget - We will assist the Company in developing a detailed monthly budget and providing actual to budget analysis on a monthly basis.

 

●If required, we will assist you in the accounting of complex financial instruments and other complex accounting transactions, such as the valuation, recognition, reporting and disclosure of all equity transactions and complex financial instruments. We will prepare and document our analysis.

 

●We will assist you in reviewing your quarterly and annual financial statements, including the accompanying notes, in accordance with Generally Accepted Accounting Principles as applied in the United States (“US GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for financial information. Our engagement does not include any audit or review services in relation to the Company’s financial statements.

 

●We will review your general ledger trial balance on a monthly basis and, if we become aware of any adjustments that may be appropriate, we will itemize these adjustments, provide supporting documentation and present the adjustments for management approval. We review your internal stock ledger and internal stock purchase warrants and stock option ledgers, utilized for accounting valuation and disclosure purposes.

 

 

 

 

●We review the Management Discussion and Analysis of Financial Condition and Results of Operations (MD&A) portion of any quarterly and annual reports of the Company. You further acknowledge that we do not render legal advice.

 

●We will assist management and the finance team in establishing adequate policies and procedures to mitigate the material weaknesses and significant deficiencies previously disclosed by the independent public accounting firm.

 

●At your request we will be available for conference calls with management and your Board of Directors or the Audit Committee of your Board of Directors. We will prepare a board package containing supplemental financial information and key performance indicators for each meeting of the Board of Directors.

 

●We will provide an Interim Chief Financial Officer (“ICFO”) to the Company (Jonathan Tegge). The ICFO will act in this capacity until the Company identifies a full time Chief Financial Officer. The Company will need to enter into a separate arrangement with the ICFO, referencing the terms of this Agreement. The ICFO will require the Company to have sufficient Directors and Officers insurance in place.

 

The services to be furnished to the Company are not designed to guarantee the accuracy of the financial statements and cannot be relied upon to detect fraud or errors, should any exist. However, should any fraud or errors come to our attention; we will report them to you, except for any errors which are clearly inconsequential. In addition, during the course of our engagement, financial statement misstatements may be identified, either through our work or through communication by your employees to us, and we will bring these misstatements to your attention. The Company is solely responsible for any misstatements, as well as any corrective adjustments, although we may propose adjustments.

 

Notwithstanding any provision of this Agreement to the contrary, we will not be responsible for detecting errors or evidence of fraud or illegal acts that may exist in your books, records, accounts, or operations (provided, however, that we will inform the appropriate level of management of any evidence of fraud or possible illegal acts or errors that come to the attention of us, except for any errors which are clearly inconsequential). We will have no responsibility to identify or communicate significant deficiencies or material weaknesses in the Company’s internal control over financial reporting as part of its engagement under this Agreement. However, if we identify significant deficiencies or material weaknesses, we will report them to management.

 

Pricing

 

We will perform the services for a monthly fixed fee of $9,750, billed and payable in arrears on the Fifteenth of every month, commencing December 15, 2022. The Company will also be billed for travel and other out-of-pocket costs, such as report production, postage, etc.

 

Additional work not expressly provided for in this Agreement, such as work for due diligence reviews for potential acquisitions, current reports on Form 8-K, analysis for additional debt and equity raises, and additional travel for attendance in person at Board of Director or other meetings are not included in the above estimate. Services such as these will be billed at our standard hourly rates ($110/hour for staff accountant, $250/hour for Director level, and $325/hour for Managing Member) unless an additional engagement letter and pricing scheme is in place. Please note that if there is a significant change in the company’s business or number of transaction, the fixed monthly rate will need to be re-negotiated and a new agreement will need to be put into place prior to additional work being performed by Brio Financial Group.

 

In accordance with our usual procedures, we will present invoices on a monthly basis with payments due by end of month. We reserve the right to suspend services whenever an invoice remains unpaid for more than 45 days.

 

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E-mail Communication

 

In connection with this engagement, we may communicate with you or others via e-mail transmission. As e-mails can be intercepted and read, disclosed, or otherwise used or communicated by an unintended third party, or may not be delivered to each of the parties to whom they are directed and only to such parties, we cannot guarantee or warrant that e-mails from us will be properly delivered and read only by the addressee. Therefore, we specifically disclaim any liability or responsibility whatsoever for interception or unintentional disclosure or communication of e-mail transmissions, or for the unauthorized use or failed delivery of e-mails transmitted by us in connection with the performance of this engagement. In that regard, you agree that we shall have no liability for any loss or damage to any person or entity resulting from the use of e-mail transmissions, including any consequential, incidental, direct, indirect, or special damages, such as loss of revenues or anticipated profits, or disclosure or communication of confidential or proprietary information.

 

Compelled Disclosure

 

In the event that we or any of its affiliates, or any of its or their members, managers, partners, directors, officers and employees are requested or become legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any information regarding the Company or the services provided hereunder, the Company (to the extent permitted) will be provided with prompt written notice thereof, so that the Company may seek a protective order or other appropriate remedy at its own option and expense. The Company shall reimburse us for all costs and expenses, including attorneys’ fees, which we and its affiliates, and its and their members, managers, partners, directors, officers and employees incur in connection with such requested or compelled disclosure, whether or not any such protective order or other remedy is sought or obtained.

 

Indemnification

 

The Company shall defend, indemnify, and hold us and its affiliates, and its and their members, managers, partners, directors, officers and employees, harmless from and against all claims asserted by a third party (or parties) and related damages, losses, or expenses, including, but not limited, to attorneys’ fees arising out of or resulting from any and all acts or omissions of the Company or its affiliates, including, but not limited to acts or omissions in the maintenance of the Company’s books, records, and accounts, in the preparation or use of the Company’s financial statements, in the timely filing of reports, statements, and other documents with the U.S. Securities and Exchange Commission, and in the design and maintenance of disclosure controls and procedures and internal control over financial reporting.

 

Limitation on Liability

 

Our maximum liability hereunder for any reason shall be limited to the aggregate amount of the fees paid by the Company to us for the twelve months immediately preceding the date of the applicable claim, except to the extent that it is finally determined that the Company has incurred actual direct damages that have resulted from the gross negligence or willful misconduct of us, in which case our maximum liability hereunder shall be limited to such actual direct damages. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSS OR DAMAGE RELATING TO THIS AGREEMENT. This limitation on liability provision shall apply to the fullest extent of the law, whether any claims are based in contract, statute, tort, or otherwise.

 

Waiver

 

The failure of any party to this Agreement at any time to require the performance of any provision of this Agreement shall in no manner affect the right to enforce the same, and no waiver by any party to this Agreement of any provision of this Agreement (whether by conduct or otherwise) shall be deemed or construed as a further or continuing waiver of such provision or any other provision of this Agreement.

 

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Third-Party Rights

 

No provision of this Agreement shall in any way inure to the benefit of any third person (including the public at large) so as to make any such person a third-party beneficiary of this Agreement or of any one or more of the terms hereof, or otherwise give rise to any cause of action in any person not a party hereto.

 

Severability

 

If any provision of this Agreement, as applied to any party or to any circumstances, shall be found by a court of competent jurisdiction to be void, invalid, or unenforceable, the same shall in no way affect any other provision of this Agreement, the application of any such provision in any other circumstances, or the validity or enforceability of this Agreement.

 

Entire Agreement

 

This Agreement contains the entire understanding of the parties hereto relating to the subject matter of this Agreement and supersedes all prior and collateral agreements, understandings, statements, and negotiations of the parties.

 

Governing Law

 

This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without regard to any laws that might otherwise govern under applicable principles of conflicts of laws.

 

Dispute Resolution

 

If any dispute arises among the parties, they agree to try first in good faith to settle the dispute by mediation administered by the American Arbitration Association (AAA) under its Commercial Mediation Rules. All unresolved disputes shall then be decided by final and binding arbitration in accordance with the Commercial Arbitration Rules of the AAA. In agreeing to arbitration, we both acknowledge that in the event of a dispute over fees, each of us is giving up the right to have the dispute decided in a court of law before a judge or jury and instead we are accepting the use of arbitration for resolution. In any litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be awarded its reasonable attorney fees, and costs and expenses incurred.

 

Term

 

This Agreement will commence on the date hereof and will continue in effect until December 31, 2023. It is understood that either party may terminate this Agreement at any time, for any reason, within 10 days of written notice to the other party. It is understood that any unpaid services that are outstanding at the date of termination are to be paid in full within 10 days from the date of termination. Any and all financial and other information in Brio Financial’s possession at the time of termination must be turned over to the Company, including but not limited to quarterly and annual financial statements, accompanying footnotes, ledgers, workpapers, MD&A, proposed adjustments with supporting documentation, any other work product prepared by Brio Financial on behalf of the Company.

 

We would like to take this opportunity to express our appreciation for the opportunity to offer our services to your organization.

 

Very truly yours,

Brio Financial Group

 

Acceptance:

 

This letter correctly sets forth the understanding of InMed Pharmaceuticals Inc.

 

 

Mr. Eric A. Adams, Chief Executive Officer  
   
   
Date  

 

 

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Exhibit 10.2

 

CONSULTING AGREEMENT

 

THIS AGREEMENT made as of the 12th day of December, 2022.

 

BETWEEN:

 

INMED PHARMACEUTICALS INC., a corporation registered in the Province of British Columbia and having its principal place of business at 310-815 W. Hastings St., Vancouver, BC, V6C 1B4, Canada,

 

(the “Company”)

 

AND:BRIO FINANCIAL GROUP, a corporation incorporated under the laws of USA, having an office address at 100 Somerset Corporate Blvd., 2nd Floor, Bridgewater, New Jersey 08807, USA,

 

(“Brio”)

 

AND:JONATHAN TEGGE, a financial professional associated with Brio, with an address of 100 Somerset Corporate Blvd., 2nd Floor, Bridgewater, New Jersey 08807, USA.

 

(the “Consultant”)

 

(with Company, Brio and Consultant, jointly, the “Parties”).

 

WHEREAS:

 

A.The Company is a global leader in the research, development, manufacturing and commercialization of rare cannabinoids and wishes to retain the services of the Consultant;

 

B.The Consultant has relevant experience as a senior financial leader and Interim Chief Financial Officer; and

 

C.The Company wishes to retain the Consultant and the Consultant wishes to be retained to provide consulting advice to the Company with respect to the advancement of its Business and other related matters on the terms and conditions set out in this Agreement.

 

 

 

 

NOW THEREFORE THIS AGREEMENT WITNESSES that for and in consideration of the premises and mutual covenants and agreements hereinafter contained, the Company and the Consultant agree as follows:

 

Section 1 - Interpretation

 

1.1In and for the purposes of this Agreement, unless there is something in the subject matter or context inconsistent therewith, each of the following words, phrases and expressions will have the meanings ascribed to them below:

 

(a)“Business” means all activities of the Company and its affiliates (as affiliate is defined in the Business Corporations Act (British Columbia));

 

(b)“Company” includes any related or affiliated entity;

 

(c)“Confidential Information” includes, but is not limited to, all information related to processes, formulae, research, development, financial and business information, trade secrets or other proprietary information in whatever form, concerning the past, present and planned future products, services, operations and marketing techniques and procedures of the Company, and further includes any information related to the past, present and prospective customers, suppliers, clients, distributors and employees of the Company, but does not include information which is in the public domain, without any fault or responsibility on the part of the Consultant.

 

(d)“Effective Date” means the date this Agreement is fully executed.

 

(e)“Material” includes all documentation, work-in-progress, reports and other materials the Consultant produces in the course of providing the Services;

 

(f)“Services” includes various financial related matters, including being named as the Interim Chief Financial Officer of the Company, as agreed to between the parties from time to time and as further detailed in the financial services agreement between the Parties;

 

(g)“Term” means the time period from the date of this Agreement until this Agreement is terminated in accordance with Section 6.

 

1.2For the purposes of this Agreement, the singular of any term includes the plural, and vice versa, the use of any term is generally applicable to either gender and, where applicable, to a corporation, the word “or” is not exclusive and the word “including” is not limiting whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto.

 

Section 2- Engagement

 

2.1The Company retains and engages the Consultant to provide the Services in accordance with the terms and conditions of this Agreement and the Consultant agrees to accept such retainer.

 

2.2The engagement of the Consultant under this Agreement will continue until such time as the Agreement is terminated in accordance with 6.

 

Section 3 - Services

 

3.1During the Term, the Consultant will be available to provide the Services to the Company on a part-time basis, compatible with the Consultant’s schedule.

 

3.2The Consultant will perform the Services in a competent and professional manner and fully in accordance with all policies of the Company and all applicable laws and regulations.

 

3.3The Consultant will not subcontract out any portion of the Services and will perform the Services personally.

 

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Section 4- Compensation

 

4.1Service Fees. Under a separate agreement between the Company and Brio, financial terms have been set by which the Company pays Brio a monthly retainer (and, possibly, other agreed to fees), from which Brio will compensate the Consultant directly. The Consultant acknowledges and agrees that Brio shall be solely responsible for all compensation that may be owed to the Consultant under this Agreement, and that the Consultant shall not look to the Company nor seek to hold the Company responsible for payment of any compensation that may be owing or owed to the Consultant in connection with the Consultant’s performance of Services under the engagement between the Parties. Brio will indemnify and hold harmless the Company from any and all claims, demands, complaints, actions, damages, costs and expenses, including legal expenses on a solicitor-and-own-client basis, for any claims made by the Consultant for compensation from the Company under this Agreement in relation to the performance of the Consultant’s obligations under this Agreement or the engagement between the Parties, except as expressly contemplated herein.

 

4.2Expenses. Subject to the following provisions:

 

(a)Compliance with Company Policies. Subject to compliance by the Consultant with the Company’s expense and travel policies as may be in effect from time to time; and

 

(b)Expense Reports. Provided that the Consultant provides the Company with written expense accounts including receipts;

 

the Company shall reimburse the Consultant for all reasonable expenses incurred in the performance of this Agreement.

 

4.3Options. The Company agrees to issue to options to Brio and Consultant upon execution of this Agreement as follows:

 

(a)Brio shall receive an option to purchase 1,400 common shares of Company at a purchase price not less than fair market value on the date of issuance (date to be determined in conjunction with the annual options pricing/issuance for employees and Directors; currently anticipated in December 2022) (the “Brio Options”). The Brio Options will vest 100% upon issuance and will expire 5 years from issuance date, or otherwise as per the Company Stock Option Plan upon the termination of the agreement between the Company and Brio; and

 

(b)The Consultant shall receive an option to purchase 1,400 common shares of Company at a purchase price not less than fair market value on the date of issuance (date to be determined in conjunction with the annual options pricing/issuance for employees and Directors; currently anticipated in December 2022) (the “Consultant Options”). The Consultant Options will vest 1/12 per month over a 12-month period from issuance and will expire 5 years from issuance date, or otherwise as per the Company Stock Option Plan upon the termination of the agreement between the Company and Consultant.

 

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Section 5– Debarment

 

5.1The Consultant certifies that he is not under investigation by the United States Food and Drug Administration (the “FDA”) for debarment action and has not been debarred under and that he will not use in any capacity the services of any person or entity that is under investigation for debarment action under the Generic Drug Enforcement Act of 1992 (21 U.S.C. 301 et seq.) or has been so debarred, or who is otherwise restricted or disqualified from performing services relating to clinical trials, to perform any Services under this Agreement. If, during the course of this Agreement, the Consultant becomes aware that the Consultant is under investigation by the FDA or any health regulatory authority for debarment action or is debarred, or otherwise restricted or disqualified;

 

(a)the Consultant shall promptly inform the Company of such event and, upon the Company’s request, will assist the Company in conducting an inquiry or audit regarding the Services performed by the Consultant for the Company; and

 

(b)the Company may in its sole discretion elect to terminate this Agreement with immediate effect for material breach, without any prior notice or payment in lieu of notice to the Consultant.

 

Section 6 – Termination

 

6.1The following terms and conditions apply to a termination of the engagement of the Consultant pursuant to this Agreement:

 

(a)either party may terminate this Agreement for convenience at any time upon seven (7) days’ written notice to the other party; or

 

(b)either party may terminate this Agreement without notice or any payment in lieu of notice in the event of a material breach by the other party of any term of this Agreement.

 

Section 7 – Confidentiality, Ownership of Material and Assignment of Intellectual Property Rights

 

7.1The Consultant is required to review and sign a Confidentiality and Assignment of Inventions Agreement between the Company and the Consultant attached to this Agreement and dated as of the Effective Date.

 

Section 8- Non-Exclusive Services

 

8.1The Company acknowledges and agrees that the Consultant is providing Services to the Company during the Term of this Agreement on a non-exclusive basis. The Company acknowledges that the Consultant may provide services to other companies and that some of these engagements may be in conflict with the business of the Company.

 

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Section 9 – Relationship between the Parties

 

9.1This Agreement does not constitute or create an employment, employment-like, agency, partnership or joint venture relationship between the Consultant and the Company.

 

9.2The Consultant agrees and acknowledges that the Consultant does not have the authority to enter into contracts on behalf of the Company, nor to legally bind the Company in any way, except with the prior written consent of the Company.

 

9.3In the performance of the engagement contemplated by this Agreement, the Consultant acknowledges and agrees they are an independent contractor. The Consultant agrees and acknowledges that they are not a dependent contractor, as that term is understood under the common law. The Consultant represents that they understand the distinction, or has been afforded the opportunity to inform themself of the distinction by engaging legal counsel, between an independent contractor on one hand and an employee or dependent contractor on the other hand. In understanding this difference, the Consultant agrees that they are not entitled to any additional notice or termination, pay in lieu of notice of termination, or a combination of either beyond what is expressly provided in this Agreement.

 

9.4The Consultant and Brio will be wholly responsible for all taxes and other fees levied on the fees and services under this Agreement. Without limitation, the Consultant and Brio will make, and will indemnify the Company for, all statutory contributions and remittances, including, without limitations, federal and provincial sales tax, any taxes pursuant to the Income Tax Act, employment insurance, pension, workers’ compensation, other similar levies, and all fines and penalties levied for failure to make payment.

 

Section 10- General Provisions

 

10.1Severability. Each provision of this Agreement constitutes a separate and distinct obligation and if any provision of this Agreement is determined to be void or unenforceable, in whole or in part, it will be deemed not to affect or impair the validity of any other obligation or provision.

 

10.2Entire Agreement. The terms and conditions contained within this Agreement (including the Appendices), in combination with the Engagement Letter by and between the Company and Brio, constitute the entire agreement between the Parties hereto.

 

10.3Succession. This Agreement will enure to the benefit of and be binding upon each of the Company and the Consultant and their respective successors and assigns, and may not be assigned or transferred by either party except with the prior written consent of the other party.

 

10.4Notices. Any notices to be given hereunder by either party to the other party may be effected in writing, either by personal delivery, by mail if sent certified, postage prepaid, with return receipt requested or by email upon acknowledgment of receipt. Mailed notices will be addressed to the parties at the address set out on the first page of this Agreement, or as otherwise specified from time to time. Mailed notice will be effective upon delivery. If emailed to the Consultant, at jtegge@briofinancial.com; if mailed to Brio, at dbrioned@briofinancial.com; and if emailed to the Company at eadams@inmedpharma.com.

  

10.5Amendments and Waivers. No amendment to this Agreement will be valid or binding unless set forth in writing and duly executed by all of the parties hereto. No waiver of any breach of any provision of this Agreement will be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written waiver, will be limited to the specific breach waived.

 

10.6Survival. Notwithstanding the expiration or early termination of this Agreement, Sections 1.1, 1.2, 5, 6, 7, 9.3, 9.4, this Section 10 and Appendix A shall survive any termination of this Agreement.

 

10.7Governing Law. This Agreement will be governed by and construed, enforced and interpreted exclusively in accordance with the laws of the Province of British Columbia and the applicable laws of Canada therein.

 

10.8Independent Legal Advice. The Consultant specifically confirms that the Consultant has been provided with the opportunity to retain independent legal advice prior to entering into this Agreement.

 

(The Remainder of the Page has been Intentionally Left Blank.)

 

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IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above written.

 

INMED PHARMACEUTICALS, INC.

 

   
Eric A. Adams,  
Chief Executive Officer  

 

Date:    

 

BRIO FINANCIAL GROUP

 

   
David Briones,  

 

Date:    

 

   
Jonathan Tegge  
Consultant  

 

Date:    

 

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APPENDIX A

 

CONFIDENTIALITY
AND ASSIGNMENT OF INVENTIONS AGREEMENT

 

THIS AGREEMENT (this “Agreement”) dated for reference the 12th day of December, 2022 (the “Effective Date”).

 

BETWEEN:

INMED PHARMACEUTICALS INC., a company incorporated under the laws of British Columbia (the “Company”), with offices at Suite 310, 815 W. Hastings Street, Vancouver, B.C. V6C 1B4, Canada,

 

AND: 

JONATHAN TEGGE, a financial professional associated with Brio, with an address of 100 Somerset Corporate Blvd., 2nd Floor, Bridgewater, New Jersey 08807, USA (the “Consultant”)

 

WHEREAS:

 

A.  The Company is a global leader in the research, development, manufacturing and commercialization of rare cannabinoids;

 

B.  In connection with the engagement of Brio Financial Group, and the secondment of the Consultant to the Company, the parties desire to establish the terms and conditions under which the Consultant will (i) receive from and disclose to the Company proprietary and confidential information; (ii) agree to keep the information confidential, to protect it from disclosure and to use it only in accordance with the terms of this Agreement; and (iii) assign to the Company all rights, including any ownership interest which may arise in all inventions and intellectual property developed or disclosed by the Consultant over the course of the Consultant’s work with the Company, as set out in this Agreement.

 

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the engagement of the Consultant by the Company and the payment by the Company to the Consultant of the sum of $1.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

1.INTERPRETATION

 

1.1Definitions. In this Agreement:

 

(a)“Affiliate” means, in respect of the Company, a company or other entity which directly or indirectly controls, is controlled by, or is under common control with, the Company. For the purposes of this definition, “control” means direct or indirect beneficial ownership of a greater than 50% interest in the income of such company or entity or such other relationship as, in fact, constitutes actual control.

 

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(b)“Business” or “Business of the Company” means: researching, developing, commercializing, producing and marketing novel, cannabinoid-based therapies and other commercial products; or any other area in which the Company has an active research and development program on the date the Consultant’s engagement with the Company terminates and in connection with which the Consultant directly provided service or had direct supervisory responsibilities.

 

(c)“Confidential Information” shall mean all information, knowledge, or data, whether in written, oral, electronic or other form, relating to the Business of the Company, whether or not conceived, originated, discovered or developed in whole or in part by the Consultant, that is not generally known to the public or to other persons who are not bound by obligations of confidentiality and:

 

(i)from which the Company or its Affiliates derive economic value, actual or potential, from the information not being generally known; or

 

(ii)in respect of which the Company or its Affiliates otherwise have a legitimate interest in maintaining secrecy;

 

and which, without limiting the generality of the foregoing, shall include:

 

(iii)all proprietary information licensed to, acquired, used or developed by the Company and its Affiliates in its research and development activities (including but not restricted to the research and development of cannabinoid drugs and delivery technology), other scientific strategies and concepts, designs, know-how, information, material, formulas, processes, research data and proprietary rights in the nature of copyrights, patents, trademarks, licenses and industrial designs;

 

(iv)all information relating to the Business of the Company, and to all other aspects of the structure, personnel and operations of the Company and its Affiliates, including financial, clinical, regulatory, marketing, advertising and commercial information and strategies, customer lists, compilations, agreements and contractual records and correspondence; programs, devices, concepts, inventions, designs, methods, processes, data, know-how, unique combinations of separate items that is not generally known and items provided or disclosed to the Company or its Affiliates by third parties subject to restrictions on use or disclosure;

 

(v)all know-how relating to the Business of the Company, including all biological, chemical, pharmacological, toxicological, pharmaceutical, physical and analytical, clinical, safety, manufacturing and quality control data and information, and all applications, registrations, licences, authorizations, approvals and correspondence submitted to regulatory authorities;

 

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(vi)all information relating to the businesses of competitors of the Company or its Affiliates, including information relating to competitors’ research and development, intellectual property, operations, financial, clinical, regulatory, marketing, advertising and commercial strategies, that is not generally known;

 

(vii)all information provided to the Company or its Affiliates by their agents, consultants, lawyers, contractors, licensors or licensees and relating to the Business of the Company; and

 

(viii)all information relating to the Consultant’s compensation and benefits except that the Consultant shall be entitled to disclose such information to the Consultant’s bankers, advisors, agents, consultants and other third parties who have a duty of confidence to him and who have a need to know such information in order to provide advice, products or services to him.

 

(ix)All Work Product shall be deemed to be the Company’s Confidential Information.

 

(d)“Intellectual Property” is used in its broadest sense and means and includes any statutory, common law, equitable, contractual or proprietary rights or interests, recognized currently or in future, in and to any Inventions, including, without limitation, rights and interests in and to the following:

 

(i)knowledge, know-how and its embodiments, including trade secret information;

 

(ii)patents in inventions, and all applications therefor;

 

(iii)copyrights in artistic, literary, dramatic, musical, and neighbouring works, copyrightable works of authorship including technical descriptions for products, user guides, illustrations, advertising materials, computer programs, source code and object code, and all applications therefor;

 

(iv)trademarks, service marks, tradenames, business names and domain names and all applications therefor;

 

(v)industrial designs and all other industrial or intellectual property and all applications therefor; and

 

(vi)all goodwill connected with the foregoing.

 

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(e)“Inventions” shall mean any and all inventions, discoveries, developments, enhancements, improvements, concepts, formulas, designs, processes, ideas, writings and other works, whether or not reduced to practice, and whether or not protectable under patent, copyright, trade secret or similar laws.

 

(f)“Work Product” shall mean any and all Inventions and possible Inventions relating to the Business of the Company and which the Consultant may make or conceive, alone or jointly with others, during the Consultant’s involvement in any capacity with the Company, whether during or outside the Consultant’s regular working hours, except those Inventions made or conceived by the Consultant entirely on the Consultant’s own time that do not relate to the Business of the Company and do not derive from any equipment, supplies, facilities, Confidential Information or other information, gained, directly or indirectly, from or through the Consultant’s involvement in any capacity with the Company.

 

2.CONFIDENTIALITY

 

2.1Prior Business Confidential Information. The Consultant represents and warrants to the Company that the Consultant has not brought or used, and the Consultant covenants and agrees that the Consultant will not use or bring to the Company any confidential information of any kind whatsoever of any prior party (the “Prior Business”) with whom the Consultant was previously involved, whether such involvement was as an employee, director or officer of that Prior Business, an investor in that Prior Business, a partner in that Prior Business, a consultant to that Prior Business or other relationship to that Prior Business (the “Prior Involvement”). The Company and the Consultant acknowledge and agree that the Company is not engaging the Consultant to obtain confidential information relating to any Prior Involvement and the Consultant acknowledges that the Company has advised the Consultant to comply with any and all legal obligations the Consultant may have to such Prior Business. The Consultant covenants and agrees to hold the Company harmless from any and all claims and damages of any kind whatsoever that the Company may suffer as a result of any breach by the Consultant of the Consultant’s obligations to such Prior Business in that regard.

 

2.2Basic Obligation of Confidentiality. The Consultant hereby acknowledges and agrees that in the course of the Consultant’s involvement with the Company, the Company may disclose to the Consultant may otherwise have access or be exposed to Confidential Information. The Company hereby agrees to provide such access to the Consultant and the Consultant hereby agrees to receive and hold all Confidential Information on the terms and conditions set out in this Agreement. Except as otherwise set out in this Agreement, the Consultant will keep strictly confidential all Confidential Information and all other information belonging to the Company that the Consultant acquires, observes or is informed of, directly or indirectly, in connection with the Consultant’s involvement, in any capacity, with the Company both during and after the term of the Consultant’s engagement in any capacity with the Company.

 

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2.3Non-disclosure. Except with the prior written consent of the Company, the Consultant will not at any time, either during or after the Consultant involvement in any capacity with the Company;

 

(a)use or copy any Confidential Information or recollections thereof for any purpose other than the performance of the Consultant’s duties for the benefit of the Company and its Affiliates;

 

(b)publish or disclose any Confidential Information or recollections thereof to any person other than to employees of the Company and its Affiliates who have a need to know such Confidential Information in the performance of their duties for the Company or its Affiliates; or

 

(c)permit or cause any Confidential Information to be used, copied, published, disclosed, translated or adapted except as otherwise expressly permitted by this Agreement;

 

2.4Taking Precautions. The Consultant will take all reasonable precautions necessary or prudent to prevent material in the Consultant’s possession or control that contains or refers to Confidential Information from being discovered, used or copied by third parties.

 

2.5The Company’s Ownership of Confidential Information. As between the Consultant and the Company, the Company shall own all right, title and interest in and to the Confidential Information, whether or not created or developed by the Consultant.

 

2.6Control of Confidential Information and Return of Information. All physical materials produced or prepared by the Consultant containing Confidential Information, including, without limitation, records, devices, computer files, data, notes, reports, proposals, lists, correspondence, specifications, drawings, plans, materials, accounts, reports, financial statements, estimates and all other materials prepared in the course of the Consultant’s responsibilities to or for the benefit of the Company or its Affiliates, together with all copies thereof (in whatever medium recorded), shall belong to the Company, and the Consultant will promptly turn over to the Company’s possession every original and copy of any and all such items in the Consultant’s possession or control upon request by the Company except the Consultant may retain one copy of such Confidential Information in its legal archives for the sole purpose of determining and meeting its obligations under this Agreement.. If the material is such that it cannot reasonably be delivered, upon request from the Company, the Consultant will provide reasonable evidence that such materials have been destroyed, purged or erased.

 

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2.7Purpose of Use. The Consultant agrees that the Consultant will use Confidential Information only for purposes authorized or directed by the Company.

 

2.8Exemptions. The obligations of confidentiality set out in this Article 2 will not apply to any of the following:

 

(a)information that is already known to the Consultant, though not due to a prior disclosure by the Company or its Affiliates or by a person who obtained knowledge of the information, directly or indirectly, from the Company or its Affiliates;

 

(b)information disclosed to the Consultant by another person who is not obliged to maintain the confidentiality of that information and who did not obtain knowledge of the information, directly or indirectly, from the Company or its Affiliates;

 

(c)information that is developed by the Consultant independently of Confidential Information received from the Company or its Affiliates and such independent development can be documented by the Consultant;

 

(d)other particular information or material which the Company expressly exempts by written instrument signed by the Company;

 

(e)information or material that is in the public domain through no fault of the Consultant; and

 

(f)information required by operation of law, court order or government agency to be disclosed, provided that:

 

(i)in the event that the Consultant is required to disclose such information or material, upon becoming aware of the obligation to disclose, the Consultant will provide to the Company prompt written notice so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement;

 

(ii)if the Company agrees that the disclosure is required by law, it will give the Consultant written authorization to disclose the information for the required purposes only;

 

(iii)if the Company does not agree that the disclosure is required by law, this Agreement will continue to apply, except to the extent that a Court of competent jurisdiction orders otherwise; and

 

(iv)if a protective order or other remedy is not obtained or if compliance with this Agreement is waived, the Consultant will furnish only that portion of the Confidential Information that is legally required and will exercise all reasonable efforts to obtain confidential treatment of such Confidential Information.

 

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3.ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS

 

3.1Notice of Invention. The Consultant agrees to promptly and fully inform the Company of all Work Product, whether or not patentable, throughout the course of the Consultant’s involvement, in any capacity, with the Company and from which there is a reasonable basis to believe that Intellectual Property may be derived therefrom, whether or not developed before or after execution of this Agreement. On the Consultant’s ceasing to be engaged by the Company for any reason whatsoever, the Consultant will immediately deliver up to the Company all Work Product.

 

3.2Assignment of Rights. Subject only to the exceptions set out in Attachment 1 attached to this Agreement, the Consultant will assign, and does hereby assign, to the Company or, at the option of the Company and upon notice from the Company, to the Company’s designee, all of the Consultant’s right, title and interest in and to all Work Product, including all Intellectual Property rights therein. To the extent that the Consultant retains or acquires legal title to any such Intellectual Property rights and interests, the Consultant hereby declares and confirms that such legal title is and will be held by him only as trustee and agent for the Company or the Company’s designee. The Consultant agrees that the Company’s rights hereunder shall attach to all Intellectual Property rights in the Consultant’s Work Product, notwithstanding that it may be perfected or reduced to specific form after the Consultant has terminated the Consultant’s relationship with the Company. The Consultant further agrees that the Company’s rights hereunder are worldwide rights and are not limited to Canada, but shall extend to every country of the world.

 

3.3Moral Rights. Without limiting the foregoing, the Consultant hereby irrevocably waives any and all moral rights arising under the Copyright Act (Canada), as amended, or any successor legislation of similar force and effect or similar legislation in other applicable jurisdictions or at common law that the Consultant may have with respect to all Work Product, and agrees never to assert any moral rights which the Consultant may have in the Work Product, including, without limitation, the right to the integrity of the Work Product, the right to be associated with the Work Product, the right to restrain or claim damages for any distortion, mutilation or other modification or enhancement of the Work Product and the right to restrain the use or reproduction of the Work Product in any context and in connection with any product, service, cause or institution, and the Consultant further confirms that the Company may use or alter any Work Product as the Company sees fits in its absolute discretion.

 

3.4Goodwill. The Consultant hereby agrees that all goodwill the Consultant has established or may establish with clients, customers, suppliers, principals, shareholders, investors, collaborators, strategic partners, licensees, contacts or prospects of the Company relating to the Business of the Company (or of its partners, subsidiaries or affiliates), both before and after the Effective Date, shall, as between the Consultant and the Company, be and remain the property of the Company exclusively, for the Company to use, alter, vary, adapt and exploit as the Company shall determine in its discretion.

 

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3.5Assistance. The Consultant hereby agrees to reasonably assist the Company, at the Company’s request and expense, in:

 

(a)making patent applications for all Work Product, including instructions to lawyers and/or patent agents as to the characteristics of the Work Product in sufficient detail to enable the preparation of a suitable patent specification, to execute all formal documentation incidental to an application for letters patent and to execute assignment documents in favour of the Company for such applications;

 

(b)making applications for all other forms of Intellectual Property registration relating to all Work Product;

 

(c)prosecuting and maintaining the patent applications and other Intellectual Property relating to all Work Product; and

 

(d)registering, maintaining and enforcing the patents and other Intellectual Property registrations relating to all Work Product.

 

If the Company is unable for any reason to secure the Consultant’s signature with respect to any Work Product including, without limitation, to apply for or to pursue any application for any patents or copyright registrations covering such Work Product, then the Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Consultant’s agent and attorney-in-fact, to act for and in the Consultant’s behalf and stead to execute and file any papers, oaths and to do all other lawfully permitted acts with respect to such Work Product with the same legal force and effect as if executed by him.

 

3.6Assistance with Proceedings. The Consultant further agrees to reasonably assist the Company, at the Company’s request and expense, in connection with any defence to an allegation of infringement of another person’s intellectual property rights, claim of invalidity of another person’s intellectual property rights, opposition to, or intervention regarding, an application for letters patent, copyright or trademark or other proceedings relating to Intellectual Property or applications for registration thereof.

 

3.7Commercialization. The Consultant understands that the decision whether or not to commercialize or market any Work Product is within the Company’s sole discretion and for the Company’s sole benefit and that no royalty or other consideration will be due or payable to him as a result of the Company’s efforts to commercialize or market any such Work Product.

 

3.8Prior Business Intellectual Property. The Consultant represents and warrants to the Company that the Consultant has not brought or used, and the Consultant covenants and agrees that the Consultant will not use or bring to the Company any Intellectual Property of any kind whatsoever of any Prior Business with whom the Consultant had a Prior Involvement or any Intellectual Property directly owned by the Consultant. The Company and the Consultant acknowledge and agree that the Company is not employing the Consultant to obtain Intellectual Property relating to any Prior Involvement and the Consultant acknowledges that the Company has advised the Consultant to comply with any legal obligations the Consultant may have to such Prior Business. The Consultant covenants and agrees to hold the Company harmless from any and all claims and damages of any kind whatsoever that the Company may suffer as a result of any breach by the Consultant of the Consultant’s obligations to such Prior Business in that regard.

 

3.9Prior Inventions. In order to have them excluded from this Agreement, the Consultant has set forth on Attachment 1 attached to this Agreement a complete list of all Inventions for which a patent application has not yet been filed that the Consultant has, alone or jointly with others, conceived, developed or reduced to practice prior to the execution of this Agreement to which the Consultant has any right, title or interest, and which relate to the Business of the Company. If such list is blank or no such list is attached, the Consultant represents and warrants that there are no such prior Inventions.

 

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4.General

 

4.1Term. Subject to Section ‎4.10, the term of this Agreement is from the Effective Date and terminates on the date that the Consultant is no longer engaged by the Company in any capacity.

 

4.2No Conflicting Obligations. The Consultant hereby represents and warrants that the Consultant has no agreements with or obligations to any other person with respect to the matters covered by this Agreement or concerning the Confidential Information that are in conflict with anything in this Agreement, except as disclosed in Attachment 1 attached to this Agreement.

 

4.3Publicity. The Consultant shall not, without the prior written consent of the Company, make or give any public announcements, press releases or statements to the public or the press regarding any Work Product or any Confidential Information.

 

4.4Further Assurances. The parties will execute and deliver to each other such further instruments and assurances and do such further acts as may be required to give effect to this Agreement.

 

4.5Notices. All notices and other communications that are required or permitted by this Agreement must be in writing and shall be hand delivered or sent by express delivery service or certified or registered mail, postage prepaid, or by facsimile transmission (with receipt confirmed in writing) to the parties at the addresses on page 1 of this Agreement. Any such notice shall be deemed to have been received on the earlier of the date actually received or the date five (5) days after the same was posted or sent. Either party may change its address or its facsimile number by giving the other party written notice, delivered in accordance with this section.

 

4.6Equitable Remedies. The Consultant understands and acknowledges that if the Consultant breaches any of the Consultant’s obligations under this Agreement, that breach may give rise to irreparable injury to the Company for which damages are an inadequate remedy. In the event of any such breach by the Consultant, in addition to all other remedies available to the Company at law or in equity, the Company will be entitled as a matter of right to apply to a court of competent jurisdiction for such relief by way of restraining order, injunction, decree or otherwise, as may be appropriate to ensure compliance with the provisions of this Agreement.

 

4.7Non-Waiver. Failure on the part of either party to complain of any act or failure to act of the other of them or to declare the other party in default of this Agreement, irrespective of how long such failure continues, will not constitute a waiver by such party of their rights hereunder or of the right to then or subsequently declare a default.

 

4.8Severability. In the event that any provision or part of this Agreement is determined to be void or unenforceable in whole or in part, the remaining provisions, or parts thereof, will be and remain in full force and effect.

 

4.9Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all agreements, understandings, warranties or representations of any kind, written or oral, express or implied, including any relating to the nature of the position or its duration, and each of the parties releases and forever discharges the other of and from all manner of actions, causes of action, claim or demands whatsoever under or in respect of any agreement.

 

4.10Survival. Notwithstanding the expiration or early termination of this Agreement, the provisions of Article ‎1, Article ‎2 (including the obligations of confidentiality and to return Confidential Information, which shall endure, with respect to each item of Confidential Information, for so long as those items fall within the definition of Confidential Information), Sections ‎3.2, 3.3, 3.4, 3.5, 3.6 and ‎3.8 and Article ‎4 shall survive any expiration or early termination of this Agreement.

 

4.11Modification of Agreement. Any modification of this Agreement must be in writing and signed by both the Company and the Consultant or it will have no effect and will be void.

 

4.12Governing Law. This Agreement will be governed by and construed according to the laws of the Province of British Columbia, Canada, and the parties irrevocably attorn to the jurisdiction of the courts of British Columbia to resolve any disputes arising out of or in relation to this Agreement.

 

4.13Independent Legal Advice. The Consultant agrees that the Consultant has obtained, or has had an opportunity to obtain, independent legal advice in connection with this Agreement, and further acknowledge that the Consultant has read, understands, and agrees to be bound by all of the terms and conditions contained herein.

 

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IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the date and year first above written.

 

CONSULTANT

 

By:     Date:  
  Jonathan Tegge, Consultant      

 

INMED PHARMACEUTICALS INC.

 

Per:     Date:  
  Eric A. Adams      
  Chief Executive Officer      

 

 

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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 Appointment of Interim Chief Financial Officer and Change of Auditor

 

Vancouver, BC – December 12, 2022 – InMed Pharmaceuticals Inc. (“InMed” or the “Company”) (Nasdaq: INM), a leader in the pharmaceutical research, development and manufacturing of rare cannabinoids and cannabinoid analogs, today announces the Company has entered into a service contract (the “Contract”) with Brio Financial Group (“Brio”) to provide senior financial leadership and bookkeeping services. Pursuant to the Contract, Mr. Jonathan Tegge, a member of Brio, will assume the role of Interim Chief Financial Officer for the Company effective December 12, 2022.

 

Brio is a financial and management consulting group based in Bridgewater, New Jersey. The firm provides outsourced financial management and financial reporting support to small and middle market entities. Currently, the team provides consulting services to over 50 private and publicly traded companies.

 

Additionally, the Company announces that its auditor, KPMG LLP (“KPMG”), has resigned effective as of December 8, 2022, and that the Audit Committee of the Board of Directors of the Company approved the engagement of Marcum LLP (“Marcum”) as its auditor, subject to Marcum’s completion of their client acceptance procedures. Marcum will stand for appointment at the Company’s Annual General Meeting, currently scheduled for Thursday, December 15, 2022 (the “Meeting”). KPMG has confirmed that there are no reportable events (as such term is defined in National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”)). 

 

Eric A. Adams, Chief Executive Officer of InMed, commented, “We are delighted to engage Marcum as the Company’s new auditors. We believe that Marcum’s breadth of expertise and its focus on mid-sized companies, including cross-border operations, makes Marcum well suited to support our efforts to deliver the high level of financial transparency and reporting to which our shareholders are accustomed.”

 

InMed has provided KPMG with a copy of the Form 8-K announcing their resignation and KPMG have furnished a letter addressed to the Securities and Exchange Commission stating that it has no disagreement with the disclosures therein.

 

To learn more about Marcum, please visit their website at https://www.marcumllp.com

 

Shareholder Meeting Details

 

While the Company intended to re-appoint the KPMG at the upcoming Meeting, it now wishes to amend the appointment of auditor resolution provided for in the Management Information Circular dated October 28, 2021 (the “Circular”), and to recommend the appointment of Marcum.

 

The Circular has been mailed to shareholders and is available for viewing on SEDAR. Except as described above, the Circular remains unchanged from the version that was mailed to the shareholders of the Company and previously filed on SEDAR.

 

The Circular and Form of Proxy previously distributed to registered shareholders in connection with the Meeting confers discretionary authority upon management (or other person designated as proxy therein) to vote on amendments or variations of matters coming before the Meeting. Management intends to rely on the discretionary authority granted in the Circular and form of proxy to vote FOR the appointment of Marcum as the Company’s auditor.

 

 

 

 

If a registered shareholder has submitted a management proxy and does not wish the proxy to be voted in this manner, they may revoke their proxy at any time prior to using it: (a) by depositing an instrument in writing, including another completed form of proxy, executed by such registered shareholder or by his, her or its attorney authorized in writing or by electronic signature; or (b) by transmitting by facsimile or electronic means, a revocation signed, subject to the Business Corporations Act (British Columbia), by electronic signature, delivered to the Proxy Department, Computershare Investor Services Inc., 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, or to the address of the office of InMed at Suite 310 – 815 West Hastings St., Vancouver, British Columbia, V6C 1B4, at any time prior to 2:00 p.m. (PST) on the last business day preceding the day of the Meeting or any adjournment or postponement thereof; or (c) by personally attending the Meeting and voting the registered shareholders’ common shares; or (d) in any other manner permitted by law.

 

If a non-registered or beneficial shareholder wishes to revoke their previously given voting instructions, they must contact the broker or other intermediary to whom they provided their voting instruction forms and comply with any and all applicable requirements of such broker or intermediary. A broker or other intermediary may not be able to revoke voting instructions if it receives insufficient notice of revocation, and any non-registered shareholder wishing to revoke their voting instructions should contact such broker or intermediary in sufficient time to ensure that their revocation of voting instructions is received.

 

If as a registered shareholder you use your control number to access the Meeting and you accept the terms and conditions, you will be revoking any and all previously submitted proxies for the Meeting and will be provided with the opportunity to vote by online ballot on the matters put forth at the Meeting.

 

If you have any questions about any of the information in the Circular or this press release or require assistance in completing your form of proxy or voting instruction form, please consult your financial, legal, tax and other professional advisors or the Company’s strategic shareholder advisor and proxy solicitation agent, Computershare, by telephone at 1-866-732-VOTE (8683) (toll-free in North America) or at +1-312-588-4290 outside of North America, or by the internet at www.investorvote.com.

 

About InMed:

 

InMed Pharmaceuticals is a global leader in the research, development and manufacturing of rare cannabinoids, including clinical and preclinical programs targeting the treatment of diseases with high unmet medical needs. We also have significant know-how in developing proprietary manufacturing approaches to produce cannabinoids for various market sectors. For more information, visit www.inmedpharma.com.

 

Investor Contact:

 

Colin Clancy

Vice President, Investor Relations

T: +1.604.416.0999

E: cclancy@inmedpharma.com

 

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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, but are not limited to: general business, economic, competitive, political and social uncertainties; uncertain and volatile equity and capital markets; lack of, or access to, capital; future demand for InMed’s business and risks related to the same; statements with respect to the appointment of a new Interim Chief Executive Officer and relating timings; statements with respect to the Company’s auditor including the engagement and appointment of a successor auditor; the anticipated timing to complete the change in auditors and file associated materials pursuant to applicable U.S. securities laws and NI 51-102; and, any proposed amendments to the resolutions at the Company’s Meeting.

 

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 business is disclosed in InMed’s Annual Report on Form 10-K and other filings with the SEC 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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