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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 18, 2024
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.) |
|
Suite 1445 - 885 West Georgia Street
Vancouver, B.C.
Canada |
|
V6C 3E8 |
| (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 5.07: Submission of Matters to a Vote of
Security Holders.
On December 18, 2024, InMed Pharmaceuticals Inc. (the “Corporation”)
held its 2024 Annual General Meeting of Shareholders (the “Meeting”). At the Meeting, all items of business were voted
upon by the shareholders, as indicated below:
Proposal No. 1—Election
of Directors
The Corporation’s shareholders approved the election of four director
nominees to hold office until the 2025 Annual General Meeting of Shareholders or until their successors are elected or appointed. The
election of Ms. Janet Grove was withheld and as such, in accordance with the Corporation’s Majority Voting Policy (the “Majority
Voting Policy”), Ms. Grove has tendered her resignation to the chair of the Corporation’s Board of Directors (the “Board”).
The Board’s Nominating & Governance Committee will, in accordance with the terms of the Majority Voting Policy, make a determination
in due course on whether it will ultimately recommend to the Board to accept Ms. Grove’s resignation. A further update will be provided
following the completion of the Nominating & Governance Committee’s assessment and upon the Board’s determination.
Results of the vote for the election of the Board at the Meeting are set out
as follows:
| Nominee | |
Votes For* | | |
% Votes For | | |
Votes
Withheld* | | |
%Votes
Withheld | | |
Broker
Non-Votes* | |
| Eric A. Adams | |
| 1,358,271 | | |
| 96.67 | % | |
| 46,802 | | |
| 3.33 | % | |
| 3,913,604 | |
| Andrew Hull | |
| 1,358,517 | | |
| 96.69 | % | |
| 46,556 | | |
| 3.31 | % | |
| 3,913,604 | |
| Janet Grove | |
| 621,901 | | |
| 44.26 | % | |
| 783,172 | | |
| 55.74 | % | |
| 3,913,604 | |
| Bryan Baldasare | |
| 1,358,152 | | |
| 96.66 | % | |
| 46,921 | | |
| 3.34 | % | |
| 3,913,604 | |
| Nicole Lemerond | |
| 1,358,261 | | |
| 96.67 | % | |
| 46,812 | | |
| 3.33 | % | |
| 3,913,604 | |
| * | Share
amounts do not reflect the Corporation’s previously disclosed 1-for-20 reverse stock
split, which was completed in November 2024 (the “November Reverse Stock Split”). |
Proposal No. 2—Appointment
of Independent Registered Public Accounting Firm
The Corporation’s
shareholders voted at the Meeting to approve the appointment of Marcum LLP (now operating as CBIZ LLP following a recent merger) as the
independent registered public accounting firm of the Corporation until the 2025 Annual General Meeting of Shareholders or until a successor
is named.
| Votes For* |
|
% Votes For |
|
Vote Against |
|
% Votes
Against |
|
Abstain* |
|
Broker
Non-Votes |
| 4,983,918 |
|
93.706% |
|
0 |
|
0% |
|
334,759 |
|
0 |
| * | Share
amounts do not reflect the Corporation’s previously disclosed November Reverse Stock
Split. |
Item 7.01 Regulation FD Disclosure.
On December 18, 2024, the Corporation issued a press release announcing the voting results of
the Meeting and other related matters. A copy of the press release is furnished hereto as Exhibit 99.1.
The information set forth in this Item 7.01, including
Exhibits 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.
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.
Date: December 19, 2024
| |
INMED PHARMACEUTICALS INC. |
| |
|
| |
By: |
/s/ Eric A. Adams |
| |
Name: |
Eric A. Adams |
| |
Title: |
Chief Executive Officer |
2
Exhibit 99.1
|
|
NASDAQ: INM
1445 – 885 West Georgia St.
Vancouver, BC, Canada V6C 3E8
Tel: +1.604.669.7207
Email: info@inmedpharma.com
www.inmedpharma.com |
InMed Announces Results of 2024 Annual General
Meeting
Vancouver, British Columbia – December 18,
2024. InMed Pharmaceuticals Inc. (NASDAQ: INM) (“InMed” or the “Company”), a pharmaceutical company focused on
developing a pipeline of proprietary small molecule drug candidates for diseases with high unmet medical needs, today confirmed that,
at its annual general meeting of shareholders held on December 18, 2024 (the “Meeting”), the matters put forward before shareholders
for consideration and approval as set out in InMed’s notice of meeting and management information circular, dated October 28, 2024,
were voted upon by the shareholders. A total of 5,318,677 common shares of the Company, representing approximately 39.83% of the Company’s
13,353,431 issued and outstanding common shares, were represented in person or by proxy at the Meeting.
Shareholders approved the election of four director
nominees to hold office until the next annual meeting of shareholders or until their successors are elected or appointed. The election
of Ms. Janet Grove was withheld and as such, in accordance with the Company’s Majority Voting Policy (the “Majority Voting
Policy”), Ms. Grove has offered her resignation to the chair of the Board. The Nominating & Governance Committee will, in
accordance with the Majority Voting Policy, consider her resignation and make a determination in due course on whether or not it will
recommend to the Board to accept Ms. Grove’s resignation. A further update will be provided promptly following the Board’s
determination.
Results of the vote for the election of the board
of directors (the “Board”) at the Meeting are set out as follows:
| | |
Votes For | | |
Withheld Votes | |
| Director | |
Number | | |
Percentage | | |
Number | | |
Percentage | |
| Eric A. Adams | |
| 1,358,271 | | |
| 96.67 | % | |
| 46,802 | | |
| 3.33 | % |
| Janet Grove | |
| 621,901 | | |
| 44.26 | % | |
| 783,172 | | |
| 55.74 | % |
| Andrew Hull | |
| 1,358,517 | | |
| 96.69 | % | |
| 46,556 | | |
| 3.31 | % |
| Nicole Lemerond | |
| 1,358,261 | | |
| 96.67 | % | |
| 46,812 | | |
| 3.33 | % |
| Bryan Baldasare | |
| 1,358,152 | | |
| 96.66 | % | |
| 46,921 | | |
| 3.34 | % |
Shareholders also voted to approve Marcum LLP
(now doing business as CBIZ LLP) as the Company’s auditors for the following year. No other matters were brought before the meeting.
InMed filed a report of voting results on SEDAR
at www.sedarplus.ca on December 18, 2024.
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. 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 statements are frequently, but not always, identified by words such as “expects”,
“anticipates”, “believes”, “intends”, “potential”, “possible”, “would”
and similar expressions. Such statements, based as they are on current expectations of management, inherently involve numerous risks,
uncertainties and assumptions, known and unknown, many of which are beyond our control. 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: developing a pipeline of proprietary small molecule drug candidates for diseases with
high unmet medical needs.
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 Securities
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.