InMed Pharmaceuticals Inc.
For the period ended Jun 30, 2026. Filed Sep 9, 2026.
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FY2026 · Filed Sep 9, 2026
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Notes to the Consolidated Financial Statements
| 1. | CORPORATE INFORMATION AND CONTINUING OPERATIONS |
InMed Pharmaceuticals Inc. (“InMed” or the “Company”) was incorporated in the Province of British Columbia on May 19, 1981 under the Business Corporations Act of British Columbia. InMed is a pharmaceutical drug development company with a pipeline of proprietary small molecule drug candidates targeting the treatment of diseases with high unmet medical needs as well as developing proprietary manufacturing approaches to produce and sell bulk rare cannabinoids as ingredients for various market sectors.
The Company’s shares are listed on the Nasdaq Capital Market (“Nasdaq”) under the trading symbol “INM”. InMed’s principal mailing address is InMed Pharmaceuticals Inc., c/o Norton Rose Fulbright Canada LLP, Suite 1800, 500 West Georgia St, Vancouver, British Columbia, Canada V6B 0M3 and our telephone number is +1-604-669-7207. Our website is https://www.inmedpharma.com.
Going Concern
In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.
Through June 30, 2026, the Company has funded its operations primarily with proceeds from the sale of Common Shares. The Company has incurred recurring losses and negative cash flows from operations since its inception, including net losses of approximately $12.6 million and $8.2 million for the years ended June 30, 2026 and 2025, respectively. In addition, the Company had an accumulated deficit of approximately $130.2 million as of June 30, 2026. The Company expects to continue to generate operating losses for the foreseeable future.
As of the issuance date of these consolidated annual financial statements, the Company expects its cash, cash equivalents and short-term investments of $2.2 million as of June 30, 2026, will be sufficient to fund its operating expenses and capital expenditure requirements into end of the third quarter of calendar 2026, depending on the level and timing of the Company’s operating expenses. The future viability of the Company is dependent on its ability to raise additional capital to finance its operations. The Company has concluded that there is substantial doubt about its ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.
The Company expects to continue to seek additional funding through potential strategic and/or transformative corporate opportunities and transactions, which may include collaborating or partnering with other companies, an acquisition or sale of the company, asset sales or acquisitions, licensing of intellectual property, among others, while continuing to seek additional funding through equity or debt financings and/or from other capital sources. The Company may not be successful in identifying or consummating any such transaction or obtaining the financing that it needs to fund its operations on acceptable terms, or at all, and the terms of any transaction and/or financing the Company is able to consummate may adversely affect the holdings or the rights of its existing shareholders and/or the value and trading price of its shares.
In connection with the Company’s assessment of going concern considerations in accordance with Subtopic 205-40, management has determined that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern, which is considered to be for a period of one year from the issuance of these financial statements. These consolidated financial statements do not include any adjustments relating to recoverability and classification of recorded asset amounts or the amounts of classification of liabilities that might result from the outcome of this uncertainty. Such adjustments could be material.
| 2. | SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation
These consolidated financial statements have been prepared in accordance with generally accepted accounting principles as applied in the United States (“US GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for financial information.
On November 14, 2024, the Company effected a reverse stock split of the Company’s issued and outstanding Common Shares, by a ratio of 20-to-1 (the “Reverse Stock Split”). Accordingly, all Common Shares, stock options, warrants, as well as per share information, for all periods presented in the consolidated financial statements and notes thereto have been adjusted retrospectively to reflect this Reverse Stock Split.
Discontinued Operations
On March 4, 2026, the Company’s board of directors ratified, confirmed and approved the decision of the board members of BayMedica to wind down and exit BayMedica’s commercial operations business segment (“commercial operations”), which is the only revenue-generating commercial operations of the Company. BayMedica substantially completed the wind down and exit prior to the end of its fiscal year ending June 30, 2026. Following the wind down of commercial operations, the Company’s remaining activities have consisted of preclinical development of its Product Candidates, including INM-901 for Alzheimer’s disease and INM-089 for dry Age-related Macular Degeneration, or dry AMD, and INM-755 (cannabinol) cream.
In connection with the wind down of commercial operations, BayMedica incurred severance and other employee-related costs of approximately $555,000 and expects to incur additional related expenditures of approximately $120,000 through the end of the year. These expenditures were reduced by the profits from the sale of BayMedica’s products prior to the completion of operational wind down.
The estimates of the charges and costs that BayMedica expected to incur, and the timing thereof, as well as its revenue expectations, are subject to a number of assumptions and actual results may differ materially from those described above. In addition, BayMedica may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur as a result of or in connection with the wind down of its commercial operations.
Refer to Note 3 for additional information on discontinued operations. All other notes to these consolidated financial statements present the results of continuing operations and exclude amounts related to discontinued operations for all periods presented. Prior periods have been recasted for discontinued operations.
Use of Estimates
The preparation of financial statements in compliance with US GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities as of the balance sheet date, and the corresponding revenues and expenses for the periods reported. It also requires management to exercise judgment in applying the Company’s accounting policies. In the future, actual experience may differ from these estimates and assumptions. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to these consolidated financial statements are the application of the going concern assumptions, determining the fair value of share-based payments, income tax provisions, warrant valuations, and the assumptions used in the determination of research & development accruals.
Actual results could differ from those estimates.
Basis of Consolidation
These consolidated financial statements include the accounts of the Company and its subsidiaries, InMed Pharmaceutical Ltd; BayMedica, LLC; Biogen Sciences Inc.; and Sweetnam Consulting Inc. Biogen Sciences Inc. and Sweetnam Consulting Inc. are inactive subsidiaries. A subsidiary is an entity that the Company controls, either directly or indirectly, where control is defined as the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. All inter-company transactions and balances including unrealized income and expenses arising from intercompany transactions are eliminated in preparing these consolidated financial statements.
Foreign Currency
The functional currency of the Company and its subsidiaries is the U.S. Dollar. These consolidated financial statements are presented in U.S. Dollars. References to “$” and “US$” are to United States (“U.S.”) dollars and references to “C$” are to Canadian dollars.
Cash and Cash Equivalents
Cash and cash equivalents include cash-on-hand, demand deposits with financial institutions and other short-term, highly liquid investments with original maturities of three months or less when acquired that are readily convertible to known amounts of cash and subject to an insignificant risk of change in value. As of June 30, 2026 and 2025, the Company heldnil and $4.6 million, respectively, of cash equivalents in a money market fund that is considered Level 1 in the financial instruments hierarchy due to the readily available quoted prices in active markets for identical instruments.
Short-term Investments
Short-term investments include fixed and variable rate guaranteed investment certificates, with terms greater than three months and less than twelve months. Due to the short-term nature of these investments the fair value of the investments approximates the current value. Guaranteed investment certificates are convertible to known amounts of cash and are subject to an insignificant risk of change in value.
Concentration of Credit Risk and Other Risks and Uncertainties
At times, cash balances may exceed the Federal Deposit Insurance Corporation (“FDIC”) or Canadian Deposit Insurance Corporation (“CDIC”) insurable limits. The Company has not experienced any losses related to these balances. The uninsured cash balance as of June 30, 2026, was $1.8 million. The Company does not believe it is exposed to significant credit risk on cash and cash equivalents.
Property, Equipment and ROU Assets, Net
Computer equipment, lab equipment and furnishings are recorded at cost, less accumulated depreciation and accumulated impairment losses. The initial cost of computer equipment, lab equipment and furnishings comprise their purchase price. The computer equipment, lab equipment and furnishings are reviewed at least once per year for impairment. Equipment and furniture are depreciated using the straight-line method based on their estimated useful lives as follows:
| ● | Computer equipment — 5 years |
| ● | Lab equipment — 6 - 10 years |
Computer equipment and lab equipment, acquired or disposed of during the year, are depreciated proportionately for the period they are in use.
The right-of-use assets are initially measured based on the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, less any lease incentives received. The assets are amortized to the earlier of the end of the useful life of the right-of-use asset or the lease term using the straight-line method as this most closely reflects the expected pattern of consumption of the future economic benefits. The lease term includes periods covered by an option to extend if the Company is reasonably certain to exercise that option. In addition, the right-of-use assets are periodically reduced by impairment losses, if any, and adjusted for certain re-measurements of the lease liability (see Note 2 Lease).
Property, equipment and ROU assets consisted of the following:
| June 30, 2026 | June 30, 2025 | |
|---|---|---|
| $ | $ | |
| Right-of-Use Assets (leases) | 400,353 | 1,901,468 |
| Equipment | 410,335 | 429,091 |
| Property and equipment | 810,688 | 2,330,559 |
| Less: accumulated depreciation and amortization | (373,290) | (1,338,360) |
| Less: loss on disposal of equipment | (7,136) | - |
| Less: impairment of equipment | (189,225) | - |
| Less: held for sale equipment | (20,000) | - |
| Property, equipment and ROU assets, net | 221,037 | 992,199 |
Equipment Classified as Held for Sale
As of June 30, 2026, the Company classified lab equipment as held for sale in accordance with ASC 360, Property, Plant, and Equipment. Management committed to a plan to sell the equipment, and the equipment is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets. The Company expects the sale to be completed December 31, 2026.
The equipment had a carrying amount of $209,225 at the date it was classified as held for sale. The Company measured the equipment at the lower of its carrying amount or fair value less cost to sell. As of June 30, 2026, the estimated fair value less cost to sell was $20,000. The Company recognized an impairment loss of $189,225 during the year ended June 30, 2026, which is included in Operating Expenses in the Consolidated Statements of Operations.
The carrying amount of equipment classified as held for sale is presented as Held for Sale Equipment in the Balance Sheet as of June 30, 2026. Depreciation ceased when the equipment met the criteria to be classified as held for sale.
Intangible Assets, Net
Intangible assets are comprised of acquired intellectual property, which consists of certain patents and technical know-how. The intellectual property is recorded at cost and is amortized on a straight-line basis over an estimated useful life of 18 years net of any accumulated impairment losses.
During the year ended June 30, 2026, the Company recorded an impairment charge of $579,093 and $878,833 related to the intangible asset purchased in the acquisitions of Biogen Sciences Inc. and BayMedica Inc., respectively. This charge related to an intangible asset associated with the INM Pharma segment. The impairment charge is included in operating expenses in the Company’s Consolidated Statement of Operations for the year ended June 30, 2026.
The impairment charge reduced the carrying amount of the related intangible asset to its estimated recoverable amount as of June 30, 2026. The Company recognized the impairment based on management’s assessment that the carrying amount of the intangible asset was not fully recoverable. The assessment considered information available as of the impairment measurement date, including
The impairment charge of $1,457,926 is attributable to the INM Pharma segment and is presented within segment disclosure (See Note 10).
Impairment of Long-Lived Assets
The Company assesses the recoverability of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of the long-lived asset is measured by a comparison of the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the asset or assets. If carrying value exceeds the sum of undiscounted cash flows, the Company then determines the fair value of the underlying asset. Any impairment to be recognized is measured as the amount by which the carrying amount of the asset group exceeds the estimated fair value of the asset group. Assets classified as held for sale are reported at the lower of the carrying amount or fair value, less costs to sell.
During the year ended June 30, 2026, the Company recorded an impairment of fixed asset charge of $189,225 and loss on disposal of fixed assets charge of $7,136 related to the held for sale equipment.
Fair Value Measurements
*Financial Assets *
Financial assets are initially recognized at fair value, plus transaction costs that are directly attributable to their acquisition or issue and subsequently carried at amortized cost, using the effective interest rate method, less any impairment losses. No financial assets are or elected to be carried at fair value through profit or loss or where changes in fair value are recognized in the consolidated statements of operations and comprehensive loss in other comprehensive loss.
Short-term investments are subsequently recorded at cost plus accrued interest, which approximates fair value due to short-term nature. Accounts receivable are reported at outstanding amounts, net of credit losses.
*Financial Liabilities *
To determine the fair value of financial instruments, the Company uses the fair value hierarchy for inputs used to measure fair value of financial assets and liabilities. This hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three levels: Level 1 (highest priority), Level 2, and Level 3 (lowest priority).
| Level 1 – | Unadjusted quoted prices in active markets for identical instruments. |
| Level 2 – | Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). |
| Level 3 – | Inputs are unobservable and reflect the Company’s assumptions as to what market participants would use in pricing the asset or liability. The Company develops these inputs based on the best information available. Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. Changes in the observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. |
The carrying value of cash and cash equivalents, short-term investments, and accounts payable and accrued liabilities, approximate their carrying values as at June 30, 2026 and 2025 due to their immediate or short-term maturities.
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. At June 30, 2026, and June 30, 2025, the Company had a full valuation allowance against its deferred tax assets.
Per FASB ASC 740-10, disclosure is not required of an uncertain tax position unless it is considered probable that a claim will be asserted and there is a more-likely-than-not possibility that the outcome will be unfavorable. Using this guidance, as of June 30, 2026, and 2025, the Company has no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Company’s 2026, 2025, 2024, and 2023 United States and Canadian tax returns remain subject to examination by their respective taxing authorities. None of the Company’s tax returns are currently under examination.
Earnings (Loss) Per Share
Basic earnings (loss) per common share (“EPS”) is computed by dividing the net income or loss applicable to common shares of the Company by the weighted average number of common shares outstanding for the relevant period. As of June 30, 2026 and 2025, the Company hasnil and 1,952,363 respectively, pre-funded warrants included in the basic earnings (loss) per share. Diluted earnings (loss) per common share (“Diluted EPS”) is computed by dividing the net income or loss applicable to common shares by the sum of the weighted average number of common shares issued and outstanding and all additional common shares that would have been outstanding, if potentially dilutive instruments were converted. If the conversion of outstanding stock options and warrants into common share is anti-dilutive, then diluted EPS is not presented separately from EPS.
The following table sets forth the number of potential shares of common stock that have been excluded from diluted net loss per share because their effect was anti-dilutive:
| Year ended June 30, | ||
|---|---|---|
| 2026 | 2025 | |
| Options | 167,021 | 61,410 |
| Warrants | 581,512 | 2,588,847 |
| 748,533 | 2,650,257 | |
Share-based Payments
The Company follows the requirements of FASB ASC 718-10-10, Share-Based Payments with regards to stock-based compensation issued to employees and non-employees. The Company has agreements and arrangements that call for stock to be awarded to the employees and consultants at various times as compensation and periodic bonuses. The expense for this stock-based compensation is equal to the fair value of the stock price on the day the stock was awarded multiplied by the number of shares awarded. The Company has a relatively low forfeiture rate of stock-based compensation and forfeitures are recognized as they occur.
The valuation methodology used to determine the fair value of the options issued during the period is the Black-Scholes option-pricing model. The Black-Scholes model requires the use of a number of assumptions including the volatility of the stock price, the average risk-free interest rate, and the weighted average expected life of the options. Risk-free interest rates are calculated based on continuously compounded risk-free rates for the appropriate term. The dividend yield is assumed to be zero as the Company has never paid or declared any cash dividends on its Common Stock and does not intend to pay dividends on its Common Stock in the foreseeable future. The expected forfeiture rate is estimated based on management’s best assessment.
Estimated volatility is a measure of the amount by which InMed’s stock price is expected to fluctuate each year during the expected life of the award. The Company’s calculation of estimated volatility is based on historical stock prices over a period equal to the expected life of the awards.* *
Research and Development Costs
The Company conducts research and development programs and incurs costs related to these activities, including research and development personnel compensation, services provided by contract research organizations and lab supplies. Research and development costs are expensed in the periods in which they are incurred.
Patents and Intellectual Property Costs
The costs of filing for patents and of prosecuting and maintaining intellectual property rights are expensed as incurred due to the uncertainty surrounding the drug development process and the uncertainty of future benefits. Patents and intellectual property acquired from third parties for approved products or where there are alternative future uses are capitalized and amortized over the remaining life of the patent.
Segment reporting
Following the classification of the Commercial segment as discontinued operations, the Company hasone reportable segment that constitutes consolidated results consisting of its operations. Unless otherwise noted, all activities and amounts reported in the following notes relate to the continuing operations of the Company and exclude activities and amounts related to discontinued operations. See notes 3 and 10 of the consolidated financial statements for a discussion of discontinued operations and the Company’s operating segment.
Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the Chief Executive Officer and the senior management team (CODM), in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business asone operating segment, the InMed Pharmaceuticals (“INM Pharma”) segment.* *
Statement of Cash Flows
Cash flows related to discontinued operations are classified within operating, investing, and financing activities in the consolidated statement of cash flows based on the nature of the underlying cash flows. For periods in which discontinued operations are presented, the Company discloses the total operating and investing cash flows of the discontinued operation in accordance with ASC 205-20-50-5B(c). Additional information relating to discontinued operations is included in Note 3.
Leases
At inception of a contract, the Company assesses whether a contract is, or contains, a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
The lease liability is initially measured as the present value of future lease payments excluding payments made at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate. The lease liability is measured at amortized cost using the effective interest method. It is re-measured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension, or termination option. When the lease liability is re-measured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to nil.
The Company has lease arrangements that include both lease and non-lease components. The Company accounts for each separate lease component and its associated non-lease components as a single lease component for all of its asset classes.
The Company has elected to apply the practical expedient to exclude initial direct costs such as annual operating costs from the measurement of the right-of-use asset at the date of initial application. The Company has elected to apply the practical expedient not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less. The lease payments associated with these leases is recognized as an expense on a straight-line basis over the lease term.
Recent Accounting Pronouncements
The Company has reviewed recent accounting pronouncements and concluded that they are either not applicable to the Company or that there was no material impact or no material impact is expected in these consolidated financial statements as a result of future adoption.
In December 2025, the FASB issued ASU 2025-12,Codification Improvements, which clarifies various topics in the Accounting Standards Codification to improve consistency and address technical corrections. Key improvements include clarifying the calculation ofdiluted earnings per share (EPS) when a loss from continuing operations exists*.* The amendments in this update are effective for the Company beginning January 1, 2027, with early adoption permitted. The Company is assessing the impact of adopting this standard.
In December 2025, the FASB issued ASU 2025-11,Interim Reporting (Topic 270): Narrow Scope Improvements. This update clarifies the applicability of interim reporting guidance and the form and content of interim financial statements. It also establishes a disclosure principle requiring an entity to disclose material events and changes occurring since the end of the last annual reporting period. ASU 2025-11 is effective for the Company for interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is assessing the impact of adopting this standard.
In July 2025, the FASB issued ASU 2025-05,Financial Instruments — Credit Losses, which provides a practical expedient for estimating expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under Topic 606,Revenue from Contracts with Customers. ASU 2025-05 is effective for annual periods beginning after December 15, 2025 and interim periods within those annual reporting periods and should be applied prospectively, with early adoption permitted. The Company is assessing the impact of adopting this standard.
In November 2024, the FASB issued ASU 2024-03,Income Statement Reporting Comprehensive Income - Expense Disaggregation Disclosures, which requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The amendments in this update improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. This ASU should be applied on a prospective basis, with retrospective application permitted. The amendments in this update are effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the future effect the adoption of this ASU will have on our consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09,Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosure of specific categories meeting a quantitative threshold within the income tax rate reconciliation, as well as disaggregation of income taxes paid by jurisdiction. This ASU, which can be applied either prospectively or retrospectively, is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company has adopted this accounting pronouncement on a prospective basis.
| 3. | DISCONTINUED OPERATIONS |
As previously described, assets and liabilities and income (loss) from discontinued operations are presented separately in the Consolidated Balance Sheets and Statements of Operations for all periods presented.
The following tables reconcile the carrying amounts of the major classes of assets and liabilities of discontinued operations to the current assets and liabilities of discontinued operations as presented on the Company’s Consolidated Balance Sheets:
| Assets and Liabilities of Discontinued Operations | June 30, 2026 | June 30, 2025 |
|---|---|---|
| $ | $ | |
| Current Assets of Discontinued Operations | ||
| Cash and cash equivalents | 55,638 | 332,441 |
| Accounts receivable, net | 31,458 | 465,104 |
| Prepaids and other current assets | 4,067 | 2,200 |
| Inventories | 90,164 | 961,173 |
| Total Current Assets of Discontinued Operations | 181,327 | 1,760,918 |
| Current Liabilities of Discontinued Operations | ||
| Accounts payable and accrued liabilities | 111,733 | 173,438 |
| Total Current Liabilities of Discontinued Operations | 111,733 | 173,438 |
The following table provides details about the major classes of line items constituting “Income (loss) from discontinued operations” as presented in the Company’s Consolidated Statements of Operations:
Income (Loss) from Discontinued Operations
| Year ended | ||
|---|---|---|
| June 30, 2026 | June 30, 2025 | |
| $ | $ | |
| Sales | 3,176,496 | 4,942,633 |
| Cost of sales | (2,466,653) | (3,236,047) |
| Gross profit | 709,843 | 1,706,586 |
| Operating Expenses | ||
| General and administrative | 1,880,227 | 1,143,297 |
| Research and development | 15,128 | 32,718 |
| Amortization and depreciation | 2,197 | 2,396 |
| Total Operating Expenses | 1,897,552 | 1,178,411 |
| Income (Loss) of Discontinued Operations before Provision for Income Taxes | (1,187,709) | 528,175 |
| Provision for Income Taxes | - | - |
| Net income (loss) of Discontinued Operations | (1,187,709) | 528,175 |
The following table presents cash flow information from the discontinued operations as presented in the Company’s Consolidated Statements of Cash Flows.
| June 30, 2026 | June 30, 2025 | |
|---|---|---|
| $ | $ | |
| Changes in discontinued assets and liabilities | ||
| Accounts receivables | 433,646 | (112,266) |
| Prepaid expenses | (1,867) | 7,724 |
| Inventories | 871,009 | 283,151 |
| Accounts payable | 215,098 | (362,152) |
| Operating cash flow used by discontinued operations | 1,517,886 | (183,543) |
| 4. | INTANGIBLE ASSETS |
The following table summarizes the Company’s intangible assets:
| June 30, 2026 | June 30, 2025 | |
|---|---|---|
| $ | $ | |
| Intellectual property | - | 1,736,420 |
| Patents | - | 1,191,000 |
| Intangible assets | - | 2,927,420 |
| Less: accumulated amortization | - | (1,306,858) |
| Intangible assets, net | - | 1,620,562 |
Acquired intellectual property is recorded at cost and is amortized on a straight-line basis over 18 years. Acquired patents consist of patents related to the development of cannabinoid analogs.
Amortization expense on intangible assets for the year ended June 30, 2026 and 2025 was $162,636 and $162,636 respectively. During the year ended June 30, 2026, the Company completed its annual impairment test on its Biogen Sciences Inc. and BayMedica Inc. intangible assets related to the INM Pharma segment and recorded an impairment of $1,457,926. There isno impairment loss during the year ended June 30, 2025. See Note 2
| 5. | ACCOUNTS PAYABLE AND ACCRUED LIABILITIES |
Accounts payable and accrued liabilities consist of the following:
| June 30, 2026 | June 30, 2025 | |
|---|---|---|
| $ | $ | |
| Trade payables | 927,170 | 277,856 |
| Accrued research and development expenses | 228,110 | 65,204 |
| Employee compensation, benefits and related accruals | 280,254 | 417,927 |
| Accrued general and administrative expenses | 407,793 | 469,858 |
| Accounts payable and accrued liabilities | 1,843,327 | 1,230,845 |
| 6. | SHARE CAPITAL AND RESERVES |
Authorized
As of June 30, 2025, the Company’s authorized share structure consisted of an unlimited number of: (i) Common Shares; and (ii) preferred shares without par value (the “Preferred Shares”). No Preferred Shares were issued and outstanding as of June 30, 2026 and 2025.
The Company may, from time to time, issue Preferred Shares and may, at the time of issuance, determine the rights, preferences and limitations pertaining to these shares. Holders of preferred shares may be entitled to receive a preference payment in the event of any liquidation, dissolution or winding up of the Company before any payment is made to the holders of Common Shares.
Private Offering
On June 25, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with the selling shareholder, for the sale and issuance of an aggregate of 1,952,363 common shares (or pre-funded warrants in lieu thereof) at a purchase price of $2.561 per share (or pre-funded warrant in lieu thereof). In addition, the Company agreed to issue the selling shareholder short-term preferred investment options to purchase up to an aggregate of 1,952,363 common shares at an exercise price of $2.436 per share. The foregoing transaction is referred to herein as the Private Placement. On June 26, 2025, the parties consummated the Private Placement. The terms of the Purchase Agreement provided the selling shareholder the option of purchasing the pre-funded warrants in lieu of common shares in such manner as to result in the same aggregate purchase price being paid by the Selling Shareholder to the Company. The Company received gross proceeds of approximately $5.0 million and paid approximately $0.5 million in transaction costs.
The pre-funded warrants had an exercise price of $0.0001 per pre-funded warrant and can be exercised at any time from the date and time of issuance until the pre-funded warrants are exercised in full. The pre-funded warrants had an aggregate relative fair value of $2.9 million at the time of issuance. As of June 30, 2026 these pre-funded warrants have been exercised.
The preferred investment options issued to the selling shareholder in the Private Placement have an exercise price of $2.436 per share, became exercisable immediately upon issuance and will expire eighteen months from the effective date of the Resale Registration Statement of August 1, 2025. The preferred investment options had a relative fair value of $2.0 million at the time of their issuance. As of June 30, 2026, there were 199,115 preferred investment options outstanding.
Concurrently with the Purchase Agreement, the Company and the selling shareholder entered into an Amendment Letter, dated June 24, 2025, or the Existing Investment Option Amendment, to amend 199,115 preferred investment options issued to the selling shareholder on October 24, 2023, or the Existing Investment Options (see below), with an exercise price of $16.60, pursuant to which the Existing Investment Options were amended to be exercisable for 199,115 common shares at a reduced exercise price of $2.436 per share in consideration for the selling shareholder’s participation in the Private Placement and the payment by the selling shareholder to the Company cash consideration of $0.125 per Existing Investment Option for total cash payment to the Company of $25,000. The expiration date remains April 26, 2029. The inducement contemplated by the Existing Investment Option Amendment is considered a warrant modification due to the changing of the terms of the warrants. The modification had a fair value of $0.1 million as of the date of the Inducement, using a Black-Scholes model, and is recognized as an equity issuance cost in accordance with ASC 718-20-35-3. There were no 2025 Existing Preferred Investment Options exercised as of June 30, 2025.
Standby Equity Purchase Agreement (the “SEPA”)
On December 13, 2024, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, LTD (the “Investor”) to sell up to $10 million in the aggregate of the Company’s Common Shares at any time during the 36-month period following the effective date of the SEPA. The Company issued 259,877 Common Shares for gross proceeds of approximately $231,675 during the year ended June 30, 2026. During the year ended June 30, 2025, the Company issued 1,208,336 Common Shares for gross proceeds of approximately $6.2 million. This amount has been offset by commitment fees and other SEPA related fees of $0.4 million, since at the inception of the arrangement, the fees exceeded the fair value of the asset recognized. The SEPA was precluded from equity treatment in accordance with ASC 815-40-25 as the SEPA was not deemed fixed according to the accounting standard.
Under the terms of the SEPA, the Company paid the Investor a one-time structuring fee in the amount of $25,000 and a commitment fee of $0.3 million (an amount equal to 2.5% of the commitment amount), which was paid in cash in equal quarterly installments effective December 2024.
Common Share Warrants
A summary of the Company’s warrant activity and related information for the years ended June 30, 2026 and 2025 follows:
| Number of Shares Under Warrants | Weighted Average Exercise Price | |
|---|---|---|
| Balance as at July 1, 2024 | 544,280 | $21.20 |
| Granted | 4,031,630 | 1.28 |
| Exercised | (34,700) | - |
| Expired/Cancelled | - | - |
| Balance as at June 30, 2025 | 4,541,210 | 3.90 |
| Warrants Granted | - | - |
| Exercised | (3,959,699) | 0.4056 |
| Expired/Cancelled | - | - |
| Warrants Outstanding at June 30, 2026 | 581,512 | $12.03 |
| Warrants Exercisable at June 30, 2026 | 581,512 | $12.03 |
During the year ended June 30, 2026, investors exercised 3,959,699 warrants for 3,077,373 shares of common stock. During the year ended June 30, 2025, investors exercised 34,700 warrants for 34,700 shares of common stock.
As of June 30, 2026 and 2025, the warrants exercisable and outstanding have an intrinsic value of $432,104 and $8,102,467 respectively with a weighted average remaining life of 0.5 years and 2 years respectively.
The assumptions used in the Black-Scholes model to value the new warrants issued during the years ended June 30, 2025, are set forth in the table immediately below. There were no new warrants issued during the year ended June 30, 2026.
| Exercise price | $2.44 - 3.20 |
|---|---|
| Risk-free interest rate | 3.68% |
| Volatility | 142% |
| Expected life (years) | 1.5 |
| Dividend yield | $0% |
Warrant Modification
On June 25, 2025, the Company amended 199,115 warrants exercise price from $16.60 to $2.436. All other terms of the warrants remain the same. The modification had a fair value of $0.1 million as of the date of the Inducement, using a Black-Scholes model, and is recognized as an equity issuance cost in accordance with ASC 718-20-35-3. See Private Offering discloser above.
In April 2026, the Company amended 2,304,714 warrants exercise price from a range of $82.500 – $2.436 to $0.800 in order to remove the fundamental transaction clause. All other terms of the warrants remain the same. The modification had an incremental fair value of $359,550 as of the date of the amendment, using a Black-Scholes model, and is recognized as a deemed dividend.
In May 2026, the Company amended 278,761 warrants exercise price from $16.60 to $0.800 in order to remove the fundamental transaction clause. All other terms of the warrants remain the same. The modification had an incremental fair value of $72,115 as of the date of the amendment, using a Black-Scholes model, and is recognized as a deemed dividend.
The assumptions used in the Black-Scholes model to value the modification of warrants issued during the year ended June 30, 2026 and 2025, are set forth in the table immediately below.
| Exercise price | $2.44 - 82.50 |
|---|---|
| Risk-free interest rate | 3.71 - 4.14% |
| Volatility | 156% |
| Expected life (years) | 3.01 - 0.67 |
| Dividend yield | $0% |
| Exercise price | $2.44 – 16.60 |
|---|---|
| Risk-free interest rate | 3.68% |
| Volatility | 133% |
| Expected life (years) | 3.83 |
| Dividend yield | $0% |
| 7. | SHARE-BASED PAYMENTS |
| a) | Option Plan Details |
On March 24, 2017, and as amended on November 20, 2020, the Company’s shareholders approved: (i) the adoption of a new stock option plan (the “Plan”) pursuant to which the Company’s Board of Directors may, from time to time, in its discretion and in accordance with applicable regulatory requirements, grant to directors, officers, employees and consultants of the Company, non-transferable options to purchase Common Shares, provided that the number of Common Shares reserved for issuance will not exceed twenty percent (20%) of the issued and outstanding Common Shares at the date the options are granted (on a non-diluted and rolling basis); and (ii) the application of the Plan to all outstanding stock options of the Company that were granted prior to March 24, 2017 under the terms of the Company’s previous stock option plan. On December 18, 2024 and December 19, 2023, the Company’s Board of Directors approved the reservation of an additional 60,000 and 35,000 Common Shares under the Plan, respectively.
As of June 30, 2026 and June 30, 2025, there were 235,667 and 41,278 stock options immediately available for future allocation pursuant to applicable regulatory requirements. The maximum number of options issuable under the terms of the Plan equates to 20% of the then issued and outstanding shares. The option price under each option shall not be less than the closing price on the day prior to the date of grant. All options vest upon terms as set by the Board of Directors, either over time, up to 36 months, or upon the achievement of certain corporate milestones.
On December 17, 2025, the Company additionally issued 7,000 options to members of the Company’s Board of Directors pursuant to the Plan. The options have an exercise price of $2.10 with a term offive years. The options vest on the earlier of (i) December 17, 2025 or (ii) immediately prior to the next Annual General Meeting.
On December 19, 2025, the Company issued 124,150 options to its employees and consultants pursuant to the Plan. The options have an exercise price of $1.29 with a term of 5 years. The options vest in equal installments monthly over three years.
On December 19, 2025, the Company additionally issued 7,000 options to members of the Company’s Board of Directors pursuant to the Plan. The options have an exercise price of $1.29 with a term offive years. The options vest on the earlier of (i) December 19, 2026 or (ii) immediately prior to the next Annual General Meeting.
On December 20, 2024, the Company granted 28,700 stock options to its employees and external directors. The options have an exercise price of $4.14 with a term offive years. The options vest in equal installments monthly over three years.
The assumptions used in the Black-Scholes model during the years ended June 30, 2026 and 2025, are set forth in the table immediately below:
| Exercise price | $1.29-2.10 |
|---|---|
| Risk-free interest rate | 3.46-3.53% |
| Volatility | 122.59% – 124.70% |
| Expected life (years) | 3.34 – 3.35 |
| Dividend yield | $0% |
| Exercise price | $4.14 |
|---|---|
| Risk-free interest rate | 4.28% |
| Volatility | 125% |
| Expected life (years) | 3.6 |
| Dividend yield | $0% |
The following is a summary of changes in outstanding options from July 1, 2024 to June 30, 2026:
| Number | Weighted Average Exercise Price | |
|---|---|---|
| Balance as at July 1, 2024 | 33,722 | $56.69 |
| Granted | 28,700 | 4.14 |
| Expired/Forfeited | (1,012) | 70.43 |
| Balance as at June 30, 2025 | 61,410 | $32.53 |
| Granted | 138,150 | 1.33 |
| Expired/Forfeited | (32,539) | 25.82 |
| Balance as at June 30, 2026 | 167,021 | $7.86 |
| June 30, 2025: | ||
| Vested and exercisable | 23,844 | $75.35 |
| Unvested | 37,566 | $5.34 |
| June 30, 2026: | ||
| Vested and exercisable | 60,811 | $18.46 |
| Unvested | 106,210 | $1.80 |
Total expenses arising from share-based payment transactions recognized during the years ended June 30, 2026 and 2025, were $106,866 and $119,307, respectively, of which $70,382 and $71,280, respectively, was allocated to general and administrative expenses, $35,060 and $46,637, respectively, was allocated to research and development expenses, and $1,424 and $1,391, respectively, was allocated to Cost of Goods sold.
Unrecognized compensation cost at June 30, 2026, related to unvested options was $68,307 which will be recognized over a weighted-average vesting period of approximately 1.30 years.
| 8. | LEASE OBLIGATIONS |
On July 29, 2024, the Company entered into a lease agreement for new office space in Vancouver, British Columbia. This office occupies approximately 2,243 square feet with a monthly basic rental rate and operating charges of an estimated C$12,296 for thetwo-year term of the agreement. The Company used an incremental borrowing rate of 7% and recognized an ROU asset and corresponding operating lease liability of $205,201. The Company did not renew this lease at the August 31, 2026 expiry date.
On October 5, 2023, BayMedica amended its lease located in South San Francisco, California, in order to extend its lease to May 14, 2027. The Company is obligated to pay $1,295,759 over thethree-year period unless terminated before the end of the period. The Company used an incremental borrowing rate of 6.15% and recognized a ROU asset and corresponding operating lease liability of $953,935. On May 30, 2026, BayMedica terminated its lease and paid the lessor a lease termination payment of $326,122.
Supplemental balance sheet information related to operating leases was as follows:
| June 30, 2026 | June 30, 2025 | |
|---|---|---|
| $ | $ | |
| Operating Leases: | ||
| Operating lease right-of-use asset | 220,869 | 726,838 |
| Current operating lease liabilities | - | 435,507 |
| Noncurrent operating lease liabilities | - | 305,755 |
| Total operating lease liabilities | - | 741,262 |
Weighted average remaining lease terms and discount rates to operating leases were as follows:
| June 30, 2026 | June 30, 2025 | |
|---|---|---|
| Operating Leases: | ||
| Weighted average remaining lease term (in years): | 0.17 | 1.66 |
| Weighted average discount rate: | 6.22% | 6.28% |
Supplemental cash flow information during the year ended June 30, 2026 and 2025 related to operating leases was as follows:
| Year Ended June 30, | ||
|---|---|---|
| 2026 | 2025 | |
| Cash paid for amounts included in the measurement of lease liabilities: | ||
| Operating cash flows related to operating leases | $745,529 | $429,880 |
The Company hasno future minimum lease payments as of June 30, 2026.
| 9. | INCOME TAXES |
For the years ended June 30, 2025 and 2026, income (loss) before income taxes includes the following components:
| 2026 | 2025 | |
|---|---|---|
| $ | $ | |
| United States | (2,208,930) | 423,063 |
| Canada | (10,351,920) | (8,585,196) |
| Net income (loss) before taxes | (12,560,850) | (8,162,133) |
The following table shows the principal reasons for the difference between the effective income tax rate and the statutory federal income tax rate for the year ended June 30, 2026, in accordance with ASU 2023-09.
| $ · % | |||
|---|---|---|---|
| Canadian Federal/Provincial statutory tax rate | (3,391,429) | 27% | |
| State and local taxes, net of federal | (89,602) | 1% | |
| Foreign Tax Effects | |||
| United States | |||
| Statutory rate difference between United States and Canada | 132,536 | (1)% | |
| Changes in valuation allowance | 658,569 | (5)% | |
| Other | (105,092) | 1% | |
| Change in valuation allowance | 2,667,196 | (21)% | |
| Nontaxable or nondeductible items | 29,061 | - | % |
| Other | 98,761 | (1)% | |
| Total | - | - | % |
The following is a reconciliation of income taxes calculated at the combined Canadian federal and provincial income statutory corporate tax rate of 27.0% to the tax expense:
| $ | |
|---|---|
| Net income (loss) before taxes | (8,162,133) |
| Income tax expense (recovery) at the statutory rate | (2,229,159) |
| Increase (reduction) in income taxes resulting from: | |
| Change in valuation allowance | 4,167,827 |
| State taxes | 76,974 |
| Permanent differences | 34,335 |
| True up to the return | 2,982 |
| State Rate Change | 8,086 |
| Foreign exchange differences | (1,589,832) |
| Share issuance cost capitalized in equity | (492,446) |
| Other | 21,233 |
| Income tax expense | - |
As of June 30, 2026, the Company has non-capital loss carry-forwards of approximately $99.9 million (June 30, 2025 - $89.2 million) available to offset future taxable income in Canada. These non-capital loss carryforwards begin to expire in 2026. As of June 30, 2026, the Company has US Federal net operating losses of $8.8 million and state net operating losses of $5.1 million. As of June 30, 2025, the Company has US Federal net operating losses of $5.4 million and state net operating losses of $2.7 million. The US Federal NOLs have an indefinite carryforward period, and the state NOLs begin to expire in 2042.
Deferred tax assets and liabilities are as follows:
| 2026 | 2025 | |
|---|---|---|
| $ | $ | |
| Non-capital losses | 29,207,964 | 25,463,223 |
| Financing costs | 349,129 | 733,014 |
| Accrued expenses | 4,421 | 61,845 |
| Intangible assets, net | 403,432 | 496,440 |
| Tax credits | 241,270 | 221,406 |
| Lease liability | 7,009 | 108,525 |
| 30,213,224 | 27,084,453 | |
| Intangible assets, net | - | (57,977) |
| Property and equipment, net | (2,954) | (98,627) |
| Lease obligations | (62,686) | (106,029) |
| (65,640) | (262,633) | |
| Net deferred tax asset | 30,147,584 | 26,821,820 |
| Valuation allowance | (30,147,584) | (26,821,820) |
| - | - |
For the years ended June 30, 2025 and 2026, the following table reflects the activity in the Company’s valuation allowance on deferred tax assets:
| Year ended June 30, | ||
|---|---|---|
| 2025 | 2026 | |
| Beginning Balance | 22,653,993 | 26,821,820 |
| Increase in valuation allowance | 4,167,827 | 3,325,765 |
| Total valuation allowance on deferred tax assets | 26,821,820 | 30,147,584 |
A full valuation allowance has been applied against the net deferred tax assets because it is more likely than not that future taxable income will not be available against which the Company can utilize the benefits therefrom.
The Company recognizes tax benefits from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from any such position would be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. It is the Company’s policy to recognize interest and penalties accrued on any uncertain tax benefits as a component of income tax expense.
The Company files income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and Canada. The Company’s U.S. Federal and State tax returns for the years 2021 through 2024 remain subject to examination by their respective taxing authorities.
The Company is subject to taxation at the federal, state, and local levels in the United States and Canada.
| 10. | SEGMENT INFORMATION |
The Company reports segment information based on the management approach in accordance with ASC 280, Segment Reporting. The Company has identified its Chief Executive Officer and senior management team as its chief operating decision maker (the “CODM”). The CODM is responsible for assessing the Company’s operating performance and making decisions about the allocation of resources.
Following the Company’s decision to wind down and exit the BayMedica commercial operations segment (“Commercial Operations”), Commercial Operations has been classified within discontinued operations in the Consolidated Financial Statements. As a result, the Company has one remaining reportable segment InMed Pharmaceuticals (‘InMed Pharma’). The InMed Pharma reportable segment reflects the manner in which the CODM reviews financial information to evaluate performance and allocate resources. The CODM uses Total Operating Expenses and Net loss from continuing operations presented in the Statements of Operations as the measure of segment profit or loss to assess segment performance and allocate resources. The CODM uses this measure to evaluate the financial results of the Company’s continuing operations, monitor operating trends, and determine the allocation of resources, including personnel, operating expenditures, and capital resources.
The accounting policies of the Company’s reportable segment are the same as those described in Note 2 —Significant Accounting Policies. The Company evaluates segment performance based on the information provided to and reviewed by the CODM. The CODM does not review segment assets for purposes of assessing performance or allocating resources.
The following table presents information about the Company’s reportable segment for the year ended June 30, 2026 and 2025:
| Year ended | ||
|---|---|---|
| June 30, 2026 | June 30, 2025 | |
| $ | $ | |
| Operating Expenses | ||
| General and administrative | 6,661,372 | 5,414,525 |
| Research and development | 3,028,473 | 2,821,202 |
| Amortization and depreciation | 205,271 | 210,443 |
| Loss on disposal of fixed assets | 7,136 | - |
| Impairment of fixed assets | 189,225 | - |
| Impairment of intangible assets | 1,457,926 | - |
| Foreign exchange loss (gain) | 58,009 | 28,471 |
| Total Operating Expenses | 11,607,412 | 8,474,641 |
| Other Income (Expense) | ||
| Interest and other income | 244,971 | 155,882 |
| Finance expense | (10,700) | (371,549) |
| Net loss from continuing operations before taxes | (11,373,141) | (8,690,308) |
| Provision for Income Taxes | - | - |
| Net loss from continuing operations | (11,373,141) | (8,690,308) |
| 11. | COMMITMENTS AND CONTINGENCIES |
Pursuant to the terms of agreements with various contract research organizations, as of June 30, 2026, the Company is committed for contract research services and materials at a cost of approximately $40,000, expected to occur in the twelve months following period.
Pursuant to the terms of a certain Technology Assignment Agreement, dated as of May 31, 2017 (the “Technology Agreement”), between the Company and the University of British Columbia (“UBC”), the Company is committed to pay royalties to UBC on certain licensing and royalty revenues received by the Company for biosynthesis of certain drug products that are covered by the Technology Agreement. To date, no payments have been required to be made.
Short-term investments include guaranteed investment certificates, with one-year terms, of $39,670 and $43,384 as of June 30, 2026 and 2025, respectively, that are pledged as security for a corporate credit card.
In addition to the foregoing, the Company has entered into certain agreements in the ordinary course of operations that may include indemnification provisions, which are common in such agreements. In some cases, the maximum amount of potential future indemnification is unlimited; however, the Company currently holds commercial general liability insurance. This insurance may limit the Company’s overall liability and may enable the Company to recover a portion of any future amounts paid. Historically, the Company has not made any indemnification payments under such agreements, and it believes that the fair value of these indemnification obligations is minimal. Accordingly, the Company has not recognized any liabilities relating to these obligations for any period presented.
BayMedica entered into a technology license agreement (“Agreement”) with a third party (the “Licensor”) on February 15, 2021. Under the Agreement, BayMedica agreed to license a proprietary process in the United States where the Licensor has a pending U.S. patent application in exchange for certain annual royalty payments contingent on the net sales of products made using the licensed process. The royalty payments were to be made for the period beginning on the first commercial sale of the licensed product and ending on the later of the expiration of the Licensor’s patent rights or ten years after the first commercial sale of such licensed product.
On April 29, 2025, BayMedica received a letter from the Licensor of its intention to commence arbitration proceedings pursuant to the Agreement together with a Notice of Arbitration (the “Patent License Matter”). The Patent License Matter will be subject to final, binding and non-appealable arbitration under theArbitration Act, 1991 (Ontario) and determined pursuant to Ontario law.
In its Notice of Arbitration, the Licensor takes the position that the annual royalty payments are not simply required to maintain an exclusive license with respect to the proprietary process, but rather function as guaranteed annual minimum payments that BayMedica must make for the duration of the Agreement regardless of net sales. On the basis of this theory, and this theory alone, the Licensor seeks relief against BayMedica including (a) approximately US $3.4 M in annual payments for 2022 through 2024 and (b) a declaration that BayMedica is liable to pay certain annual minimum payments of approximately $2.3 M for the remainder of the term of the Agreement. BayMedica disputes the amount owing and to be paid over the duration of the agreement. BayMedica vehemently contests the Licensor’s interpretation of the Agreement and its position in the Patent License Matter, and intends to take all necessary steps to vigorously defend the Patent License Matter.
On January 16, 2026, the Licensor delivered an Amended Notice of Arbitration alleging that BayMedica breached several obligations under the Agreement, including, among other things, failing to ensure sublicensee compliance with reporting obligations under the Agreement, and failing to remit required royalties. On this basis, the Licensor seeks an unspecified quantum of damages for BayMedica’s alleged breach of the Agreement, seeks a declaration that BayMedica has failed to comply with its obligations under the Agreement, including its reporting requirements and requirements in respect of its alleged sublicensees, and an Order for specific performance requiring it to comply with those obligations. BayMedica disputes the amended allegations and denies breaching the Agreement as alleged.
On June 1, 2026, the Arbitrator issued an award on preliminary motions brought by BayMedica, striking significant portions of the Licensor’s claims, including claims for damages, declaratory relief and specific performance relating to BayMedica’s alleged breaches of its sublicensee, royalty reporting and commercialization obligations under the Agreement on the basis that it was plain and obvious such claims cannot succeed. The Arbitrator also denied the Licensor leave to amend. As a result, the arbitration will continue on a significantly narrowed basis, with the sole remaining substantive claim being the Licensor’s allegation that BayMedica is required to make annual minimum payments irrespective of royalties generated from sales of licensed products, which the Arbitrator declined to dismiss as statute-barred.
While the Company is not able to predict the outcome of the Patent License Matter, an unfavorable outcome to BayMedica would have a material adverse impact on the Company’s business and financial condition and on BayMedica’s ability to continue operations.
| 12. | PENDING MERGER AGREEMENT AND CONTINGENT VALUE RIGHTS |
On May 19, 2026, the Company, Indigo Merger Sub Corp., Indigo Merger Sub II, LLC, and Mentari Therapeutics, Inc., a Delaware corporation (“Mentari”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”). The Merger Agreement provides for a two-step merger structure under which Indigo Merger Sub Corp. will merge with and into Mentari, with Mentari surviving as a wholly owned subsidiary of the Company, followed by Mentari merging with and into Indigo Merger Sub II, LLC.
Mentari stockholders are expected to own approximately 98.49% of the combined company, and pre-merger Company shareholders are expected to own approximately 1.51% of the combined company. The Company expects to seek shareholder approval for the issuance of common shares representing more than 20% of its outstanding shares and the resulting change of control under applicable Nasdaq rules.
The closing of the merger is subject to customary closing conditions, including a condition that Mentari’s pre-closing financing be in effect with not less than $150 million of proceeds received or to be received substantially concurrently with the closing of the merger.
In connection with the Merger Agreement, each holder of the Company’s common shares immediately before the first effective time is expected to receive one contingent value right (“CVR”) for each such share. Each CVR represents a contractual right to receive certain net proceeds, if any, from the disposition of the Company’s pre-merger legacy assets. The CVRs will not be certificated or registered with the Securities and Exchange Commission, will not have voting or dividend rights, and will not represent any equity or ownership interest in the Company or its affiliates.
| 13. | SUBSEQUENT EVENTS |
The Company has evaluated subsequent events through September 9, 2026, the date these financial statements were issued, and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements except for the matters described below.
On July 7, 2026, an investor cashless exercised 199,115 warrants in the aggregate for 104,299 common shares.
On July 24, 2026, an investor exercised 50,000 warrants in the aggregate for 50,000 common shares. In connection with the exercise, the Company received $40,000.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.