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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): November 8, 2024 

 

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.    
1445, 885 West Georgia St.    
Vancouver, B.C.    
Canada   V6C 3E8
(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 3.03 Material Modification to Rights of Security Holders.

 

The disclosure under Item 7.01 relating to the treatment of fractional shares is incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure.

 

On November 8, 2024, InMed Pharmaceuticals Inc. (the “Company”) issued a press release announcing that the Company’s Board of Directors approved a proposal on October 29, 2024 to consolidate all of its issued and outstanding common shares, no par value (the “Common Shares”), on the basis of one (1) post-consolidation share for each twenty (20) pre-consolidation Common Shares (the “Consolidation”) in order to regain compliance with the minimum $1.00 bid price per share requirement, as set forth in Nasdaq Listing Rule 5550(a)(2). As a result of the Consolidation, each 20 of the Common Shares issued and outstanding, on a pre-Consolidation basis, will be automatically combined and converted into one share, post-Consolidation.

 

The exercise price and number of Common Shares issuable upon the exercise of outstanding stock options, warrants or other convertible securities will be proportionately adjusted to reflect the Consolidation in accordance with the terms of such securities. Per the requirements of the Business Corporations Act (British Columbia), under which the Company is regulated, if fractional shares are to be converted into whole shares, each fractional share remaining after the completion of the Consolidation that is less than half of a share must be cancelled and each fractional share that is at least half of a share must be rounded up to one whole share, therefore, no fractional shares will be issued as a result of the Consolidation.

 

The Company anticipates that the Consolidation will be deemed effective by Nasdaq on November 14, 2024 and the Common Shares are expected to begin trading on a split-adjusted basis at the market open on November 15, 2024.

 

As a result of the Consolidation, the issued and outstanding Common Shares will be reduced from 14,361,550 to approximately 718,078 Common Shares on a non-diluted basis, and each of the Company’s shareholders will hold the same overall percentage of Common Shares outstanding immediately after the Consolidation as such shareholder held immediately prior to the Consolidation. Immediately following the Consolidation, the CUSIP number for the Common Shares will be 457637700.

 

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 8.01. Other Events.

 

The disclosure set forth under Item 7.01 is incorporated herein by reference, except the last paragraph under Item 7.01.

 

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 November 8, 2024
104   Cover Page Interactive Data File (embedded within the Inline XBRL document and included as Exhibit 101)

 

1

 

 

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: November 8, 2024 By: /s/ Eric A. Adams
    Eric A. Adams
    President & Chief Executive Officer

 

 

2
 

 

Exhibit 99.1

 

 

 

NASDAQ: INM

 

Suite 1445-885 West Georgia St.

Vancouver, BC, Canada V6C 3E8

Tel: +1.604.669.7207

Email: info@inmedpharma.com

www.inmedpharma.com

 

InMed Announces Share Consolidation to Satisfy Nasdaq Listing Rules

 

Vancouver, BC – November 8, 2024 – InMed Pharmaceuticals Inc. (“InMed” or the “Company”) (Nasdaq: INM), a pharmaceutical company focused on developing a pipeline of proprietary small molecule drug candidates for diseases with high unmet medical needs, today announced, pursuant to a directors’ resolution, InMed will be consolidating all of its issued and outstanding share capital on the basis of one (1) post-consolidation share for each twenty (20) pre-consolidation common shares, no par value, of the Company (the “Common Shares”) in order to regain compliance with all of Nasdaq’s continued listing requirements (the “Consolidation”).

 

The Consolidation will result in the number of issued and outstanding Common Shares being reduced from 14,361,550 to approximately 718,078 Common Shares on a non-diluted basis, and each shareholder will hold the same percentage of Common Shares outstanding immediately after the Consolidation as such shareholder held immediately prior to the Consolidation.

 

The exercise price and number of Common Shares issuable upon the exercise of outstanding stock options, warrants or other convertible securities will be proportionately adjusted to reflect the Consolidation in accordance with the terms of such securities. Per the requirements of the Business Corporations Act (British Columbia), under which the Company is regulated, if fractional shares are to be converted into whole shares, each fractional share remaining after the completion of the Consolidation that is less than half of a share must be cancelled and each fractional share that is at least half of a share must be rounded up to one whole share, therefore, no fractional shares will be issued as a result of the Consolidation.

 

The Company anticipates that the Consolidation will be deemed effective by Nasdaq on November 14, 2024, and the post-Consolidation Common Shares are anticipated to begin trading on a Consolidation-adjusted basis on the Nasdaq Capital Market commencing at the market open on November 15, 2024. The Company’s trading symbol “INM” will remain unchanged, while the Common Shares will begin trading with a new CUSIP number of 457637700 and a new ISIN number of CA4576377002.

 

Registered shareholders holding physical share certificates will receive by mail a letter of transmittal advising of the Consolidation and containing instructions. Holders of Common Shares who hold uncertificated Common Shares (i.e., Common Shares held in book-entry form and not represented by a physical share certificate), either as registered holders or beneficial owners, will have their existing book-entry account(s) electronically adjusted by the Company’s transfer agent or, for beneficial shareholders, by their brokerage firms, banks, trusts or other nominees that hold in “street name” for their benefit. Such holders do not need to take any additional actions to exchange their pre-Consolidation Common Shares for post-Consolidation Common Shares.

 

 

 

 

About InMed

 

InMed Pharmaceuticals is a pharmaceutical company focused on developing a pipeline of proprietary small molecule drug candidates targeting the CB1/CB2 receptors. InMed’s pipeline consists of three separate programs in the treatment of Alzheimer’s, ocular and dermatological indications. Together with our subsidiary BayMedica, we are a global leader in the manufacturing, development and commercialization of products based on rare cannabinoids and their proprietary, small molecule drug analogs. For more information, visit www.inmedpharma.com.

 

Investor Contact:

 

Colin Clancy

Vice President, Investor Relations

and Corporate Communications

T: +1.604.416.0999

E: ir@inmedpharma.com

 

Cautionary Note Regarding Forward-Looking Information:

 

This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) within the meaning of applicable securities laws. Forward-looking information is based on management’s current expectations and beliefs and is subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Without limiting the foregoing, forward-looking information in this news release includes, but is not limited to, statements about the impact of the Consolidation on the liquidity of the Common Shares and whether the Company will be able to comply with the Nasdaq Listing Rules.

 

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, InMed’s Quarterly Report on Form 10-Q 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.