Skip to main content

InMed Pharmaceuticals Inc.

For the period ended Jun 30, 2026. Filed Sep 9, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2026 · Filed Sep 9, 2026

INM$15.56+17.8%Stored close · as of Nov 6, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-K

Period ended 2025-06-30; filed 2025-09-23.

0001213900-25-090210

Item 1A. Risk Factors

Current report: 10-K

Period ended 2026-06-30; filed 2026-09-09.

0001213900-26-098419

Item 1A. Risk Factors

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 212 previous paragraphs and 232 current paragraphs.

197 unchanged; 10 reworded; 25 added; 5 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 103 previous and 110 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (25)

Current report

Risks Related to the Proposed Merger

Current report

Failure to complete, or delays in completing, the potential Merger could materially and adversely affect our results of operations, business, financial results, and/or the price of our Common Shares.

Current report

On May 19, 2026, we and Mentari entered into the Merger Agreement, which agreement was subsequently amended on July 6, 2026. Consummation of the Merger is subject to certain closing conditions, a number of which are not within our control. Any failure to satisfy these required conditions to closing may prevent, delay or otherwise materially adversely affect the completion of the transaction. We cannot predict with certainty whether or when any of the required closing conditions will be satisfied or if another uncertainty may arise and cannot assure you that it will be able to successfully consummate the Merger as currently contemplated under the Merger Agreement or at all.

Current report

Our efforts to complete the Merger could cause substantial disruptions in, and create uncertainty surrounding, our business, which may materially adversely affect our results of operation and our business. Uncertainty as to whether the Merger will be completed in a timely manner or at all may affect our ability to retain and motivate existing employees. Uncertainty as to whether the Merger will be completed in a timely manner or at all could adversely affect our business and our relationship with collaborators, suppliers, vendors, regulators, and other business partners. The adverse effects of the pendency of the transaction could be exacerbated by any delays in completion of the transaction or termination of the Merger Agreement.

Current report

If the Merger is not completed, the price of our Common Shares may decline significantly.

Current report

The market price of our Common Shares is subject to significant fluctuations. Market prices for securities of pharmaceutical, biotechnology and other life science companies have historically been particularly volatile. In addition, the market price of our Common Shares will likely be volatile based on whether shareholders and other investors believe that we can complete the Merger or otherwise raise additional capital to support our operations if the Merger is not consummated and another strategic transaction cannot be identified, negotiated and consummated in a timely manner, if at all. The volatility of the market price of our Common Shares has been and may be exacerbated by low trading volume. Additional factors that may cause the market price of our Common Shares to fluctuate include:

Current report

Moreover, the stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of individual companies. These broad market fluctuations may also adversely affect the trading price of our Common Shares. In the past, following periods of volatility in the market price of a company’s securities, stockholders have often instituted class action securities litigation against such companies.

Current report

Lawsuits may be filed against us, Mentari, or any of the members of their respective boards of directors arising out of the Merger, which may delay or prevent the Merger.

Current report

Putative stockholder complaints, including stockholder class action complaints, and other complaints may be filed against us, our Board, Mentari, its Board and others in connection with the Merger. The outcome of litigation is uncertain, and we or Mentari may not be successful in defending against any such future claims. Lawsuits that may be filed against us, our Board, Mentari, or its board could delay or prevent the Merger, divert the attention of our and Mentari’s management and employees from their day-to-day business and otherwise adversely affect us and Mentari financially.

Current report

If we do not successfully consummate the Merger or another strategic transaction, our Board may decide to pursue a dissolution and liquidation of us. In such an event, the amount of cash available for distribution to our shareholders, if any, will depend heavily on the timing of such liquidation as well as the amount of cash that will need to be reserved for commitments and contingent liabilities, as to which we can give you no assurance.

Current report

There can be no assurance that the Merger will be completed. If the Merger is not completed, our Board may decide to pursue a dissolution and liquidation. In such an event, the amount of cash available for distribution to our shareholders, if any, will depend heavily on the timing of such decision and, ultimately, such liquidation, since the amount of cash available for distribution continues to decrease as we fund our operations while pursuing the Merger. In addition, if our Board were to approve and recommend, and our shareholders were to approve, a dissolution and liquidation of us, we would be required under British Columbia law to pay our outstanding obligations, as well as to make reasonable provision for contingent and unknown obligations, prior to making any distributions in liquidation to shareholders. Our commitments and contingent liabilities may include obligations under our employment and related agreements with certain employees that provide for severance and other payments following a termination of employment occurring for various reasons, including a change in control of us, litigation against us, and other various claims and legal actions arising in the ordinary course of business, and other unexpected and/or contingent liabilities. As a result of this requirement, a portion of our assets would need to be reserved pending the resolution of such obligations.

Current report

In addition, we may be subject to litigation or other claims related to a dissolution and liquidation. If a dissolution and liquidation were to be pursued, our Board, in consultation with our advisors, would need to evaluate these matters and make a determination about a reasonable amount to reserve. Accordingly, holders of our Common Shares could lose all or a significant portion of their investment in the event of liquidation, dissolution or winding up of us. A liquidation would be a lengthy and uncertain process with no assurance of any value ever being returned to our shareholders.

Current report

InMed is winding down InMed’s only revenue-generating business segment, which creates substantial uncertainty regarding InMed’s liquidity, results of operations, prospects, and ability to continue as a going concern.

Current report

On March 4, 2026, the InMed Board ratified InMed’s wholly owned subsidiary, BayMedica, LLC’s (“BayMedica”) decision to wind down and exit its commercial operations. As of June 30, 2026, BayMedica had wound down all of its operating activities, and had two remaining employees who departed on July 31, 2026, as well as a commercial lease which will terminate at the end of August. The completion of the full wind down may take longer or cost more than anticipated, and InMed may not realize expected savings, proceeds or strategic benefits. InMed incurred approximately $555,000 in severance and other employee-related costs and expects to incur approximately $120,000 in additional related expenditures through the end of the year, partially offset by profits from product sales prior to completion; InMed may also incur other charges and may be unable to exit or assign contracts on acceptable terms. As a result, InMed’s liquidity, cash flows, results of operations, and financial condition are subject to significant uncertainty, and there can be no assurance that InMed will be able to fund operations or meet obligations as they come due.

Current report

Because BayMedica’s commercial operations represent InMed’s only revenue generating business segment, InMed’s ability to comply with debt covenants and other financial maintenance requirements, if applicable, may be adversely affected, and InMed may be unable to monetize assets on terms and timing that support InMed’s liquidity needs. The wind down may negatively affect InMed’s workforce and internal controls, and InMed’s reduced revenues and potential losses could affect InMed’s access to capital. Execution of the wind down and the corresponding transition depends on numerous assumptions and external factors, and delays or shortfalls could further increase costs, reduce liquidity, and adversely affect InMed’s ability to pursue strategic opportunities.

Current report

There can be no assurance that InMed will successfully transition to a new business model or generate sustainable revenues or profitability in the future; if InMed cannot, InMed’s business, financial condition, results of operations, and prospects would be materially and adversely affected, and InMed may need to undertake additional restructuring or other actions that could be dilutive or otherwise detrimental to investors.

Current report

As previously reported, on March 27, 2026, InMed received a written notice from the Listing Qualifications Department of Nasdaq, notifying InMed that the closing bid price of the InMed Common Shares over a period of 30 consecutive trading days was below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2), during the February 11, 2026 to March 26, 2026 period.

Current report

In accordance with applicable Nasdaq procedures, InMed had a period of 180 calendar days following the receipt of the written notice mentioned above to cure the deficiency and regain compliance. The notice had no immediate impact on the listing of the InMed Common Shares, which continued to trade on The Nasdaq Capital Market under the symbol “INM” subject to InMed’s continued compliance with the other listing requirements of The Nasdaq Capital Market. InMed monitored the closing share price for the InMed Common Shares and explored available options to regain compliance.

Current report

In the event a listed issuer does not evidence compliance with the minimum bid price rule during the 180-day grace period, the listed issuer may be eligible for an additional 180 calendar day grace period. To qualify, a listed issuer is required to meet the continued listing requirement for market value of publicly held shares and all other listing standards for The Nasdaq Capital Market, with the exception of the minimum bid price rule, and needs to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse share split, if necessary, to Nasdaq. If it appears to the staff of Nasdaq that the listed issuer will not be able to cure the deficiency, or if it is otherwise not eligible, it will not be entitled to an additional 180 calendar days grace period and Nasdaq would provide notice to the listed issuer that its securities will be subject to delisting. If the listed issuer does not regain compliance within the allotted compliance period(s), including any extensions that may be granted by Nasdaq, it is expected that Nasdaq would notify the listed issuer that its securities are subject to delisting. If the listed issuer is notified by Nasdaq that its securities are subject to delisting, the listed issuer may appeal such determination to Nasdaq’s Panel, but its securities would be automatically suspended from trading on The Nasdaq Capital Market pending the completion of the appeal process. There can be no assurance that any such appeal would be successful or that the listed issuer would be able to evidence compliance with the terms of any extension that may be granted by Nasdaq’s Panel.

Current report

On June 3, 2026, InMed received formal notice from the Listing Qualifications Department of The Nasdaq Capital Market that it had regained compliance with Nasdaq Listing Rule 5550(a)(2), the minimum bid price requirement for continued listing.

Current report

On July 22, 2026, the U.S. Securities and Exchange Commission (the “SEC”) approved a proposed rule change filed by The Nasdaq Stock Market LLC (“Nasdaq”) establishing a new continued listing requirement applicable to companies listed on the Nasdaq Global Select Market, Nasdaq Global Market and Nasdaq Capital Market. Under the new rule, listed companies would be required to maintain a minimum Market Value of Listed Securities (“MVLS”) of at least $5.0 million.

Current report

On July 29, 2026, the SEC notified Nasdaq that it had received notices of intention to petition for review of the SEC’s July 22, 2026 approval order. As a result, the effectiveness of the approval order was automatically stayed pending further action by the SEC. Accordingly, the new $5.0 million MVLS requirement is not currently in effect, and there can be no assurance as to the outcome or timing of the SEC’s review, whether or when the stay will be lifted, or whether the requirement will ultimately become effective.

Current report

The SEC’s review remains pending, and there can be no assurance regarding the timing or outcome of that review, including whether the new MVLS requirement will ultimately become effective in its currently approved form, become effective with modifications, or not become effective. The Company intends to continue to monitor developments relating to the SEC’s review and Nasdaq’s continued listing requirements.

Current report

Under the rule as approved, if a company’s MVLS remains below $5.0 million for 30 consecutive business days, Nasdaq would issue a Staff Delisting Determination and the company’s securities would be subject to immediate suspension and delisting. Unlike certain other Nasdaq continued listing deficiencies, the rule does not provide for a cure or compliance period prior to suspension. In addition, a request for review by a Nasdaq Hearings Panel would not stay the suspension of trading, although the Hearings Panel may, in certain circumstances, grant an exception of up to 180 days from the Staff Delisting Determination for the company to demonstrate compliance with all applicable initial listing requirements.

Current report

If the new MVLS requirement becomes effective and the market value of our common shares falls below $5.0 million for 30 consecutive business days, we could become subject to an accelerated suspension and delisting process. Any suspension or delisting of our common shares from Nasdaq could materially adversely affect the liquidity and market price of our common shares, reduce the ability of investors to trade our common shares, impair our ability to raise additional capital and result in other adverse consequences to us and our shareholders.
Removed paragraphs (5)

Previous report

As previously reported, on March 19, 2024, we received written notification from the Nasdaq Staff that we were granted an additional 180-day compliance period, or until September 16, 2024, or the Extended Compliance Period, to regain compliance with Nasdaq’s Minimum Bid Price Rule. We were unable to regain compliance during the Extended Compliance Period and on September 17, 2024, we received an additional notification from the Nasdaq Staff stating that due to the deficiency, our securities would be delisted from Nasdaq on September 26, 2024, unless we appealed Nasdaq’s determination to Nasdaq’s Panel. We subsequently timely requested the Hearing before the Panel to appeal the determination by Nasdaq and present our plan to regain and sustain compliance with the Minimum Bid Price Rule. On October 31, 2024, the Hearing was held before the Panel regarding our request for (i) continued listing on Nasdaq and (ii) additional time to regain compliance with the Minimum Bid Price Rule. On November 1, 2024, the Panel issued its determination, or the Panel Determination Letter, to us granting our request for the continued listing of the common shares on Nasdaq, but subject to us evidencing compliance with the Minimum Bid Price Rule for ten consecutive trading days as of the Requisite Compliance Date of December 2, 2024, and of other conditions stipulated by the Panel Determination Letter. On November 14, 2024, we effected the Reverse Stock Split of our issued and outstanding common shares, by a ratio of 20-to-1. Trading of our common shares on Nasdaq on a split-adjusted basis began as of November 14, 2024. We effected the Reverse Stock Split in order to regain compliance with the Minimum Bid Price Rule, and on December 2, 2024, we received a written notification from the Nasdaq Staff that (i) we had regained compliance with the Minimum Bid Price Rule prior to the Requisite Compliance Date, and (ii) the Panel had therefore determined to continue the listing of our common shares on the Nasdaq Stock Market and was closing this matter.

Previous report

For as long as we are an “emerging growth company” we intend to take advantage of reduced disclosure and governance requirements applicable to emerging growth companies, which could result in our Common Shares being less attractive to investors and could make it more difficult for us to raise capital as and when we need it.

Previous report

We are an “emerging growth company,” as defined in the JOBS Act, and we have taken advantage, and intend to continue to take advantage, of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Previous report

Investors may find our Common Shares less attractive because we rely on these exemptions, which could contribute to a less active trading market for our Common Shares or volatility in our share price. In addition, we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.

Previous report

We may take advantage of these reporting exemptions until we are no longer an emerging growth company.
Reworded paragraphs (10)

Previous wording

Since taking office in January 2025, the current U.S. presidential administration has issued numerous executive orders, including with respect to international and domestic policies, and there were significant changes to tariffs by the U.S. and other countries. In particular, new U.S. tariffs were announced, including additional tariffs on imports from Canada, China, India, Japan, South Korea, Taiwan, Vietnam and the European Union, among others. In response, several countries have imposed, or threatened to impose, reciprocal tariffs on imports from the U.S. and other retaliatory measures. Various modifications and delays to the U.S. tariffs have been announced and further changes are expected to be made in the future, which may include additional sector-based tariffs or other measures. The ultimate impact remains uncertain and will depend on several factors, including whether additional or incremental U.S. tariffs or other measures are announced or imposed, to what extent other countries implement tariffs or other retaliatory measures in response, and the overall magnitude and duration of these measures. If disputes and conflicts further escalate, actions by the governments in response could be significantly more severe and restrictive. Trade disputes, tariffs, restrictions and other political tensions between the U.S. and other countries may also exacerbate unfavorable macroeconomic conditions including inflationary pressures, foreign exchange volatility, financial market instability, and economic recessions or downturns. The ultimate impact of current or future tariffs and trade restrictions remains uncertain. While we actively monitor these risks and manage our supply chains accordingly, prolonged economic or geopolitical disruptions could adversely affect our business, ability to access the capital markets or other financing sources, results of operations, financial conditions and prospects. In addition, tariffs and other trade developments have and may continue to heighten the risks related to the other risk factors described elsewhere in this annual report of form 10K. The ultimate outcome and consequences of the implementation of tariffs or other restrictive trade measures by the U.S. and other countries (including in the form of reciprocal measures) remains highly uncertain. Any trade wars, through the implementation of tariffs or otherwise, could materially and adversely affect us, directly and indirectly, including by adversely impacting the supply chains for our operations, declining consumer confidence, inflation, lower economic expectations, and increasing the costs of services we provide and utilize.

Current wording

Since taking office in January 2025, the current U.S. presidential administration has issued numerous executive orders, including with respect to international and domestic policies, and there were significant changes to tariffs by the U.S. and other countries. In particular, new U.S. tariffs were announced, including additional tariffs on imports from Canada, China, India, Japan, South Korea, Taiwan, Vietnam and the EU, among others. In response, several countries have imposed, or threatened to impose, reciprocal tariffs on imports from the U.S. and other retaliatory measures. Various modifications and delays to the U.S. tariffs have been announced and further changes are expected to be made in the future, which may include additional sector-based tariffs or other measures. The ultimate impact remains uncertain and will depend on several factors, including whether additional or incremental U.S. tariffs or other measures are announced or imposed, to what extent other countries implement tariffs or other retaliatory measures in response, and the overall magnitude and duration of these measures. If disputes and conflicts further escalate, actions by the governments in response could be significantly more severe and restrictive. Trade disputes, tariffs, restrictions and other political tensions between the U.S. and other countries may also exacerbate unfavorable macroeconomic conditions including inflationary pressures, foreign exchange volatility, financial market instability, and economic recessions or downturns. The ultimate impact of current or future tariffs and trade restrictions remains uncertain. While we actively monitor these risks and manage our supply chains accordingly, prolonged economic or geopolitical disruptions could adversely affect our business, ability to access the capital markets or other financing sources, results of operations, financial conditions and prospects. In addition, tariffs and other trade developments have and may continue to heighten the risks related to the other risk factors described elsewhere in this annual report of form 10K. The ultimate outcome and consequences of the implementation of tariffs or other restrictive trade measures by the U.S. and other countries (including in the form of reciprocal measures) remains highly uncertain. Any trade wars, through the implementation of tariffs or otherwise, could materially and adversely affect us, directly and indirectly, including by adversely impacting the supply chains for our operations, declining consumer confidence, inflation, lower economic expectations, and increasing the costs of services we provide and utilize.

Previous wording

While the Panel determined to continue the listing of our common shares on the Nasdaq Stock Market, there can be no assurances, however, that we will be successful in remaining in compliance with the continued listing requirements and maintaining the listing of our common shares on Nasdaq in the future. Delisting from Nasdaq could materially and adversely affect our ability to raise additional financing through the public or private sale of equity securities, would significantly affect the ability of investors to trade our securities and would negatively affect the value and liquidity of our securities, including our common shares. The actual or threatened delisting of our securities could also have other material and adverse consequences, including the potential loss of confidence by employees and other stakeholders, the loss of institutional investor interest and fewer business development opportunities, limited availability of market quotations for our securities, reduced liquidity with respect to our securities, a determination that our common shares is “penny stock,” which will require brokers trading in shares of our common shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our shares of our common shares, and limited amount of news and analyst coverage of us. To the extent that our common shares became eligible to trade on the Over-The-Counter (“OTC”) Bulletin Board, another over-the-counter quotation system, or on the pink sheets, an investor may find it more difficult to dispose of their common shares or obtain accurate quotations as to the market value of our common shares.

Current wording

Any future actual or threatened delisting from The Nasdaq Capital Market could materially and adversely affect InMed’s ability to raise additional financing through the public or private sale of equity securities, would significantly affect the ability of investors to trade InMed’s securities and would negatively affect the value and liquidity of InMed’s securities, including the InMed Common Shares. The actual or threatened delisting of InMed’s securities could also have other material and adverse consequences, including the potential loss of confidence by employees and other stakeholders, the loss of institutional investor interest and fewer business development opportunities, limited availability of market quotations for InMed’s securities, reduced liquidity with respect to InMed’s securities, a determination that the InMed Common Shares are a “penny stock,” which will require brokers trading in the InMed Common Shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for the InMed Common Shares, and limited amount of news and analyst coverage of InMed. To the extent that the InMed Common Shares became eligible to trade on the OTC Bulletin Board, another over-the-counter quotation system, or on the pink sheets, an investor may find it more difficult to dispose of their InMed Common Shares or obtain accurate quotations as to the market value of the InMed Common Shares.

Previous wording

Furthermore, the National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our Common Shares are currently listed on Nasdaq, such securities will be deemed covered securities. Although the states will be preempted from regulating the sale of our securities, the federal statute does allow states to investigate companies if there is a suspicion of fraud and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. Additionally, if we were no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulations in each state in which we offer our securities.

Current wording

Furthermore, the National Securities Markets Improvement Act of 1996, which is a U.S. federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because the InMed Common Shares are currently listed on The Nasdaq Capital Market, such securities will be deemed covered securities. Although the states will be preempted from regulating the sale of InMed’s securities, the federal statute does allow states to investigate companies if there is a suspicion of fraud and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. Additionally, if InMed were no longer listed on The Nasdaq Capital Market, InMed’s securities would not be covered securities and InMed would be subject to regulations in each state in which InMed offers InMed’s securities.

Previous wording

We will be required, under Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting that results in more than a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. Section 404 of the Sarbanes-Oxley Act also generally requires an attestation from our independent registered public accounting firm on the effectiveness of our internal control over financial reporting. However, for as long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of the exemption permitting us not to comply with the independent registered public accounting firm attestation requirement.

Current wording

We will be required, under Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting that results in more than a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. Section 404 of the Sarbanes-Oxley Act also generally requires an attestation from our independent registered public accounting firm on the effectiveness of our internal control over financial reporting. However, for as long as we remain a smaller reporting company, we intend to take advantage of the exemption permitting us not to comply with the independent registered public accounting firm attestation requirement.

Previous wording

Pursuant to our 2017 Amended and Restated Stock Option Plan, and as amended at our Annual General Meeting in November 2020, our compensation committee is authorized to grant equity-based incentive awards in the form of options to purchase common shares to our directors, executive officers and other employees and service providers. As of September 12, 2025, there were 42,332 options available for future allocation pursuant to the 20% of the issued and outstanding shares allowed to be issued according to the terms of the Plan. Future equity incentive grants under our stock option plan may result in material dilution to our shareholders and may have an adverse effect on the market price of our common shares.

Current wording

Pursuant to our 2017 Amended and Restated Stock Option Plan, and as amended at our Annual General Meeting in November 2020, our compensation committee is authorized to grant equity-based incentive awards in the form of options to purchase common shares to our directors, executive officers and other employees and service providers. As of September 2, 2026, there were 239,330 options available for future allocation pursuant to the 20% of the issued and outstanding shares allowed to be issued according to the terms of the Plan. Future equity incentive grants under our stock option plan may result in material dilution to our shareholders and may have an adverse effect on the market price of our common shares.

Previous wording

Since our inception as a pharmaceutical company in October 2014, we have devoted substantially all of our resources to the development of our proprietary Product Candidates. We have generated significant operating losses since our inception with an accumulated deficit to June 30, 2025 of approximately $118.0 million. Our net loss for the fiscal years ended June 30, 2025 and 2024 was approximately $8.2 million and $7.7 million, respectively. Substantially all of our losses have resulted from expenses incurred in connection with our research and development programs and from general and administrative costs associated with our operations.

Current wording

Since our inception as a pharmaceutical company in October 2014, we have devoted substantially all of our resources to the development of our proprietary Product Candidates. We have generated significant operating losses since our inception with an accumulated deficit to June 30, 2026 of approximately $130.2 million. Our net loss for the fiscal years ended June 30, 2026 and 2025 was approximately $12.6 million and $8.2 million, respectively. Substantially all of our losses have resulted from expenses incurred in connection with our research and development programs and from general and administrative costs associated with our operations.

Previous wording

As of June 30, 2025, we had approximately $11.1 million in cash, cash equivalents and short-term investments, which, we currently estimate funds our operations into the fourth quarter of calendar 2026 (being the second fiscal quarter of 2027), depending on the level and timing of realizing revenues from the sale of BayMedica inventory as well as the level and timing of our operating expenses. Our ability to develop our research and development programs is subject to accessing additional capital, including through the sale of equity, partnership revenues, and out-licensing activities. There is no assurance that we will be successful in these efforts.

Current wording

As of June 30, 2026, we had approximately $2.2 million in cash, cash equivalents and short-term investments, which, we currently estimate funds our operations into September 2026, depending on the level and timing of realizing revenues from the sale of remaining BayMedica assets as well as the level and timing of our operating expenses. Our ability to develop our research and development programs is subject to accessing additional capital, including through the sale of equity, partnership revenues, and out-licensing activities. There is no assurance that we will be successful in these efforts.

Previous wording

In addition to the limited revenues from our BayMedica Products, our ability to generate revenue and become profitable depends upon our ability to obtain regulatory approval for, and successfully commercialize, our Product Candidates that we may develop, in-license or acquire in the future.

Current wording

Our ability to generate revenue and become profitable depends upon our ability to obtain regulatory approval for, and successfully commercialize, our Product Candidates that we may develop, in-license or acquire in the future.

Previous wording

As of June 30, 2025, we had net operating loss (“NOL”) carryforwards of approximately $97.3 million available to offset future taxable income in Canada and the United States. These NOL carry-forwards begin to expire in 2026.

Current wording

As of June 30, 2026, we had net operating loss (“NOL”) carryforwards of approximately $99.9 million available to offset future taxable income in Canada and the United States. These NOL carry-forwards begin to expire in 2026.

Previous wording

Changes in the global economic environment have created market uncertainty and volatility in recent years. The market and demand for metal commodities and related products has in recent years been adversely affected by global economic uncertainty, reduced confidence in financial markets, the COVID-19 pandemic, including any resurgence thereof, bank failures and credit availability concerns. These macro-economic events negatively affected the mining and minerals sectors in general. Global financial conditions remain subject to sudden and rapid destabilizations in response to economic shocks. A slowdown in the financial markets or other economic conditions, including but not limited to reduced consumer spending, decreased employment rates, adverse business conditions, high inflation, high fuel and energy costs, high consumer debt levels, a lack of available credit, the state of turmoil in the financial markets, high interest rates and/or tax rates, may adversely affect our growth and profitability. Future economic shocks may be precipitated by a number of causes, including the slowdown in the Chinese economy, a rise in the price of oil and other commodities, climate change disasters, geopolitical instability, including as a direct or indirect result of the Russo-Ukraine war and the ongoing Israel-Hamas conflict, further wars or acts of terrorism, the devaluation and volatility of global stock markets and natural disasters. Any sudden or rapid destabilization of global economic conditions could impact the our ability to obtain equity or debt financing in the future on terms favorable to us or at all. In such an event, our operations and financial condition could be adversely impacted.

Current wording

Changes in the global economic environment have created market uncertainty and volatility in recent years. The market and demand for metal commodities and related products have, in recent years, been adversely affected by global economic uncertainty, reduced confidence in financial markets, the COVID-19 pandemic, including any resurgence thereof, bank failures and credit availability concerns. These macro-economic events negatively affected the mining and minerals sectors in general. Global financial conditions remain subject to sudden and rapid destabilizations in response to economic shocks. A slowdown in the financial markets or other economic conditions, including but not limited to reduced consumer spending, decreased employment rates, adverse business conditions, high inflation, high fuel and energy costs, high consumer debt levels, a lack of available credit, the state of turmoil in the financial markets, high interest rates and/or tax rates, may adversely affect our growth and profitability. Future economic shocks may be precipitated by a number of causes, including the slowdown in the Chinese economy, a rise in the price of oil and other commodities, climate change disasters, geopolitical instability, including as a direct or indirect result of the Russo-Ukraine war and the ongoing Israel-Hamas conflict, further wars or acts of terrorism, the devaluation and volatility of global stock markets and natural disasters. Any sudden or rapid destabilization of global economic conditions could impact our ability to obtain equity or debt financing in the future on terms favorable to us or at all. In such an event, our operations and financial condition could be adversely impacted.