InMed Pharmaceuticals Inc.
For the period ended Nov 4, 2026. Filed Nov 5, 2026.
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A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.
Nov 4, 2026 · Filed Nov 5, 2026
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Contents
INTRODUCTORY NOTES
As previously disclosed in the Current Report on Form 8-K filed on May 19, 2026 by Mentari Therapeutics, Inc., formerly known as InMed Pharmaceuticals Inc. (the “Company”), the Company and Mentari Therapeutics, Inc., a Delaware corporation (“Mentari”), entered into an Agreement and Plan of Merger and Reorganization on May 19, 2026, which agreement was subsequently amended on July 6, 2026 (as amended, the “Merger Agreement”), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, the Company will redomesticate from British Columbia, Canada to the State of Nevada by continuation out of British Columbia (under the laws of British Columbia) and domestication (under the laws of Nevada) (the “Redomestication”), Indigo Merger Sub Corp., a Delaware corporation (“First Merger Sub”), will merge with and into Mentari, with Mentari continuing as a wholly owned subsidiary of the Company and the surviving corporation of the merger (the “First Merger”), and Mentari will merge with and into Indigo Merger Sub II, LLC, a Delaware limited liability company (“Second Merger Sub” and together with First Merger Sub, “Merger Subs”), with Second Merger Sub being the surviving entity of the merger (the “Second Merger” and, together with the First Merger, the “Merger”). As contemplated by the Merger Agreement, prior to the expected closing date of the Merger (the “Closing Date”), and prior to the Redomestication, the Company legally changed its name to “Mentari Therapeutics, Inc.” effective November 4, 2026, as described in Item 5.03 of this Current Report. After the completion of the Merger, Second Merger Sub will change its corporate name to “Mentari Therapeutics Operating Company LLC.” The term “Combined Company” when used herein refers to the post-Merger corporate structure including the Company as the parent entity organized in Nevada and Mentari Therapeutics Operating Company LLC as its wholly owned subsidiary.
In connection with the Merger, the Board of Directors of the Company (the “Board”), without a separate vote of the Company’s shareholders as permitted under the Company’s notice of articles and articles, on October 23, 2026 approved a change of the Company’s corporate name to “Mentari Therapeutics, Inc.” and approved a consolidation of the Company’s common shares (the “Common Shares”) on a one(1)-for-ten (10) basis (the “Consolidation”). In addition, on November 4, 2026, following the Company’s annual general and special meeting of shareholders held on November 4, 2026 (the “Shareholders Meeting”), the Board approved the creation of a new series ofnon-voting convertible preferred shares of the Company, and the Company altered its notice of articles and amended the Articles (as defined below) in order to create such series.
Item 5.03: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 4, following the Shareholders Meeting, 2026, the Company filed a notice of alteration (the “Notice of Alteration”) with the Province of British Columbia Registrar of Companies to change the name of the Company from “InMed Pharmaceuticals Inc.” to “Mentari Therapeutics, Inc.,” effective as of November 4, 2026 (the “Name Change”). A copy of the Notice of Alteration is attached as Exhibit 3.1 hereto and is incorporated by reference herein. In connection with the Name Change, the Board amended the articles of Mentari Therapeutics, Inc., formerly the articles of InMed Pharmaceuticals Inc. (as amended, the “Articles”), to reflect the corporate name “Mentari Therapeutics, Inc.,” effective as of November 4, 2026. A copy of the Company’s amended Articles reflecting the Name Change is attached as Exhibit 3.2 hereto and incorporated by reference herein.
The Notice of Alteration also effected the Consolidation. As of the effective time of the Consolidation, every ten (10) Common Shares issued and outstanding immediately prior to the Consolidation were automatically consolidated into one (1) issued and outstanding Common Share, without any change in shareholders’ proportionate equity or voting interests in the Company, other than as a result of the treatment of fractional shares described below. Per the requirements of the Business Corporations Act (British Columbia) (the “BCBCA”), under which the Company was regulated at the time of the Consolidation, if, as a result of the Consolidation, a shareholder became entitled to a fractional share, such fractional share was rounded up to the nearest whole number if 0.5 or greater and down to the nearest whole number if less than 0.5, and no cash or other consideration was paid in respect of rounding. Effective at the commencement of trading on November 5, 2026, the Common Shares are expected to begin trading on The Nasdaq Capital Market (“Nasdaq”) on a post-Consolidation basis under the Company’s existing symbol “INM”, with a new CUSIP number of 457637809 and a new ISIN number of CA4576378091. In addition, as a result of the Consolidation, proportionate adjustments were made to the per share exercise price and the number of Common Shares issuable upon the exercise of all outstanding stock options and warrants of the Company, and the number of Common Shares reserved for issuance under the Company’s existing equity incentive plan was reduced proportionately.
The Notice of Alteration also effected the designation of 4,013 of the Company’s authorized but undesignated preferred shares as Series ANon-Voting Preferred Shares (the “Series A Preferred Shares”), effective as of November 4, 2026. Except as otherwise required by the Articles or applicable law, the Series A Preferred Shares do not have voting rights, other than the right of holders of Series A Preferred Shares, voting together as a separate class on anas-converted basis, to elect two directors to the Board for so long as at least 30% of the originally issued Series A Preferred Shares remain outstanding. Each Series A Preferred Share is convertible, at the option of the holder, into 1,000 Common Shares, subject to a limitation that initially prohibits a holder, together with its affiliates, from converting Series A Preferred Shares to the extent such conversion would result in the holder beneficially owning more than 19.99% of the Company’s then-outstanding Common Shares. For so long as at least 30% of the originally issued Series A Preferred Shares remain outstanding, the Company may not, without the affirmative vote of the holders of a majority of the then-outstanding Series A Preferred Shares, take certain actions, including altering the rights of the Series A Preferred Shares, amending the Articles in a manner adverse to the Series A Preferred Shares, issuing additional Series A Preferred Shares, increasing the size of the Board, or consummating certain fundamental orchange-of-control transactions.
The foregoing descriptions of the Notice of Alteration and the Articles, as amended, do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of such documents, copies of which are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.
Item 5.07: Submission of Matters to a Vote of Security Holders.
On November 4, 2026, the Company held its Shareholders Meeting, at which the proposals set forth below, relating to the Merger Agreement and other matters, were submitted to the Company’s shareholders. The proposals are described in detail in the Company’s proxy statement/prospectus, dated October 1, 2026 and included as part of the Company’s registration statement on Form S-4 (File No. 333-297234) (the “Proxy Statement”). There were 5,493,735 Common Shares outstanding and entitled to vote on September 25, 2026, the record date for the Shareholders Meeting, and 3,630,088 Common Shares were represented in person or by proxy at the Shareholders Meeting, which number constituted a quorum. The final voting results regarding each proposal voted upon by the Company’s shareholders (as applicable) are set forth below.
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