InMed Pharmaceuticals Inc.
For the period ended May 19, 2026. Filed May 19, 2026.
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May 19, 2026 · Filed May 19, 2026
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Contents
EX-99.2 · PROXY STATEMENT
proxy statement of InMed and a prospectus of InMed relating to the shares of InMed common stock to be issued in connection with the proposed Transaction. After the registration statement has been declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to stockholders of InMed. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE RELATED PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR TO BE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT INMED, MENTARI, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the registration statement and proxy statement/prospectus (when available) and other documents filed with the SEC by InMed through the SEC's website at www.sec.gov or by directing a request to InMed at InMed's principal offices. Forward-looking statements and other information Certain statements contained in this presentation that are not descriptions of historical facts are "forward-looking statements." When we use words such as "potentially," "could," "will," "projected," "possible," "expect," "illustrative," "estimated" or similar expressions that do not relate solely to historical matters, we are making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause our actual results to differ materially from our expectations discussed in the forward-looking statements. This may be a result of various factors, including, but not limited to: our management team's expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, statements regarding: the proposed business combination between InMed Pharmaceuticals Inc. ("InMed") and the Company (the "Transaction"), including the expected timing, completion and effects of the Transaction; the anticipated benefits of the Transaction, including the combined company's estimated pro forma capitalization, ownership structure and cash position; the concurrent private placement and expected use of proceeds; expectations regarding or plans for discovery, preclinical studies, clinical trials and research and development programs and therapies, including timing of regulatory filings and preclinical and clinical trials for MT-001, MT-002, MT-003 and other pipeline candidates; the potential clinical benefit and safety of product candidates targeting PACAP, CGRP and other migraine-related pathways, including as compared to third-party products and product candidates in development; expectations regarding the time period over which our capital resources will be sufficient to fund our anticipated operations; and statements regarding the market, competition, and potential opportunities for migraine prevention and treatment therapies. All forward-looking statements, expressed or implied, included in this presentation are expressly qualified in their entirety by this cautionary statement. You are cautioned not to place undue reliance on any forward-looking statements. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by this cautionary statement, to reflect events or circumstances after the date of this presentation. This presentation concerns drug candidates that are under preclinical investigation, and which have not yet been approved by the U.S. Food and Drug Administration. These are currently limited by federal law to investigational use, and no representation is made as to their safety or effectiveness for the purposes for which they are being investigated. Market and Industry Data Certain information contained in this presentation and statements made orally during this presentation relate to or are based on studies, publications and other data obtained from third-party sources as well as our own internal estimates and research. While we believe these third-party sources to be reliable as of the date of this presentation, we have not independently verified, and make no representation as to the adequacy, fairness, accuracy or completeness of, any information obtained from third party sources. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this presentation. Statements as to our market and competitive position data are based on market data currently available to us, as well as management's internal analyses and assumptions regarding the Company, which involve certain assumptions and estimates. These internal analyses have not been verified by any independent sources and there can be no assurance that the assumptions or estimates are accurate. While we are not aware of any misstatements regarding our industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors. As a result, we cannot guarantee the accuracy or completeness of such information contained in this presentation.
3 Transaction summary Transaction: Transaction between InMed Pharmaceuticals Inc. (InMed), including its wholly owned subsidiaries, and Mentari Therapeutics, Inc. (Mentari) Transaction Structure: InMed to acquire 100% of Mentari equity interests in a reverse triangular merger of a wholly owned subsidiary of InMed with and into Mentari, with Mentari surviving the merger as a wholly owned subsidiary of InMed. Transaction intended to be structured as a tax-free event. Post-Closing Ownership: InMed holders expected to own ~1.51% ($6.4M valuation); Mentari holders expected to own ~29.66% ($125.0M valuation); Concurrent Investment ~68.82% ($290.0M). Total value: $421.4M. Concurrent Financing: $290.0 million concurrent private placement into Mentari (or alternatively into InMed, if necessary) effected immediately prior to the Closing. Management and Board: Mentari's senior management team will operate the combined company. Post-Closing board to consist of a number of directors to be determined by Mentari (in its sole discretion), subject to Nasdaq independence requirements. Certain Closing Conditions: Customary conditions including absence of MAE; stockholder
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