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InMed Pharmaceuticals Inc.

For the period ended Jul 22, 2026. Filed Jul 22, 2026.

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About this filing

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.

Jul 22, 2026 · Filed Jul 22, 2026

Use the contents to explore the available documents and sections.

INM$15.56+17.8%Stored close · as of Nov 6, 2026
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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)
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☐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 classTrading Symbol(s)Name of each exchange on which registered
Common Shares, no par valueINMThe 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 7.01 Regulation FD Disclosure.

On July 22, 2026, Mentari Therapeutics, Inc. issued a press release announcing the entry into the Amendment (as described in Item 8.01 of this Current Report on Form 8-K). The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference, except that the information contained on the website referenced in the press release is not incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, attached hereto, 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”),or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

As previously reported, on May 19, 2026, InMed Pharmaceuticals Inc., a company incorporated under the laws of the Province of British Columbia (the “Company” or “InMed”), Indigo Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of the Company (the “First Merger Sub”), Indigo Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (the “Second Merger Sub” and, together with First Merger Sub, the “Merger Subs”), and Mentari Therapeutics, Inc., a Delaware corporation (“Mentari”), entered into an Agreement and Plan of Merger and Reorganization (as amended to date, 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, (i) the First Merger Sub will merge with and into Mentari, with Mentari surviving the merger as a wholly owned subsidiary of the Company (the “First Merger”), and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, Mentari will merge with and into the Second Merger Sub, with the Second Merger Sub surviving such merger (the “Second Merger” and, together with the First Merger, the “Merger”). In connection with the Merger, and concurrently with the execution of the Merger Agreement, Mentari and certain investors (the “Original Investors”) entered into a Securities Purchase Agreement, dated as of May 19, 2026 (the “Securities Purchase Agreement”), pursuant to which the Original Investors agreed to purchase from Mentari, immediately prior to the effective time of the First Merger (the “First Effective Time”), shares of Mentari’s common stock and pre-funded warrants to purchase shares of Mentari’s common stock in a private placement (the “Pre-Closing Financing”). A form of the Securities Purchase Agreement was filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 19, 2026.

On July 22, 2026, Mentari entered into Amendment No. 1 to the Securities Purchase Agreement (the “Amendment”) with certain of the Original Investors and certain additional investors (the “New Investors”), pursuant to which they agreed to purchase, immediately prior to the First Effective Time, an aggregate of $200 million in additional shares of Mentari’s common stock (the “Additional Shares”) and/or additional pre-funded warrants to purchase shares of Mentari’s common stock (the “Additional Pre-Funded Warrants” and, together with the Additional Shares, the “Additional Securities”). The per share purchase price for the Additional Shares is equal to 152.80% of the per share purchase price applicable to the shares of Mentari’s common stock issuable to the Original Investors under the Securities Purchase Agreement, and the per warrant purchase price for the Additional Pre-Funded Warrants is equal to such per share purchase price for the Additional Shares minus $0.0001. As amended, the Pre-Closing Financing is expected to extend Mentari's cash runway into 2029 and through Phase 2a readout on each of the two PACAP-targeted lead programs, including MT-002. Additionally, it supports the clinical development of Mentari’s broader migraine prevention pipeline.

Consistent with the treatment of the other securities issued in the Pre-Closing Financing, the Additional Shares and the Additional Pre-Funded Warrants will be converted into common shares of the Company and pre-funded warrants to acquire common shares of the Company, respectively, in accordance with the terms of the Merger Agreement, at the First Effective Time. The proceeds received by Mentari in the Pre-Closing Financing, excluding proceeds from the sale of the Additional Securities and shares issuable in connection therewith, are a component of the valuation framework used to determine the exchange ratio determined under the Merger Agreement (the “Exchange Ratio”), as described in the Company’s filings with the SEC, including the Company’s Registration Statement on Form S-4 filed on July 2, 2026 and the amendment to the Merger Agreement filed on July 6, 2026. Pursuant to the Exchange Ratio formula in the Merger Agreement, upon the closing of the Merger (immediately following closing of the Pre-Closing Financing), on a pro forma basis and based upon the number of common shares of the Company expected to be issued in the Merger, pre-Merger Mentari stockholders will own approximately 98.85% of the combined company and pre-Merger InMed shareholders will own approximately 1.15% of the combined company. Following the completion of the Merger, the total shares of common stock of the combined on an as-converted / as-exercised basis is expected to be approximately 601,195,812.

Except as amended by the Amendment, the Securities Purchase Agreement remains in full force and effect. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

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