InMed Pharmaceuticals Inc.
For the period ended Sep 30, 2026. Filed Nov 3, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 3, 2026
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ITEM 1A. RISK FACTORS
In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors discussed in Part I, Item 1A, “Risk Factors” in our 2026 Annual Report on Form 10-K for the Fiscal, which could materially affect our business, financial condition or future results. Except as set forth below, there have been no material changes to the risk factors disclosed in our 2026 Annual Report.
The risk factor titled “Any actual or threatened delisting of our securities by Nasdaq could have a material and adverse effect on our business, operations and financial condition, and could, among other things, limit investors' ability to make transactions in our securities and subject us to additional trading restrictions" in our 2026 Annual Report is supplemented by adding the following paragraph:
“On September 18, 2026, we announced that we had received a written notice from the Listing Qualifications Department of Nasdaq notifying us that our shareholders' equity of $1,075,007, as reported in the 2026 Annual Report, was below the minimum shareholders' equity of $2,500,000 required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1). The notice has no immediate impact on the listing of our Common Shares, which will continue to trade on The Nasdaq Capital Market under the symbol “INM” subject to our continued compliance with the other listing requirements of The Nasdaq Capital Market. Nasdaq has provided us with 45 calendar days to submit a plan to regain compliance with the minimum shareholders' equity standard. If our plan is accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of the letter to evidence compliance. We expect that the closing of the Merger, including aggregate gross proceeds to the combined company of approximately $490.0 million from Mentari’s pre-closing financing, will result in our regaining compliance with Nasdaq Listing Rule 5550(b)(1). However, there can be no assurance that our compliance plan will be accepted by Nasdaq, that we will be able to regain compliance within the required timeframe, or that the Merger will be consummated on the anticipated timeline or at all. If we fail to regain compliance, Nasdaq may initiate delisting proceedings, and while we would have the right to appeal such determination to a Nasdaq Hearings Panel, there can be no assurance that any such appeal would be successful.”
The assignment for the benefit of creditors process in respect of BayMedica, LLC is subject to significant uncertainty and could expose us to unanticipated liabilities, reputational harm, and adverse effects on our business and financial condition.
On October 2, 2026, Pashman Stein Walder Hayden P.C. was engaged by BayMedica in connection with a potential assignment for the benefit of its creditors proceeding under the laws of the State of Delaware (the "ABC") as a means of completing the wind down of substantially all of BayMedica's commercial operations. In connection with the ABC, BayMedica expects to assign all or substantially all of its remaining assets to an assignee that would be responsible for liquidating those assets and distributing the net proceeds to BayMedica's creditors in accordance with applicable law. The timing, costs and outcome of the ABC are uncertain, and there can be no assurance as to (i) whether or when the ABC will be completed, (ii) the amounts, if any, that will be available to BayMedica's creditors, or (iii) the effects of the ABC on the Company.
Although the Company is BayMedica's largest secured creditor, the Company does not currently expect to receive any proceeds from the ABC. This means we are unlikely to recover any material value from BayMedica's remaining assets through the ABC process, and we may be required to write off any residual intercompany amounts or recognize additional losses in connection with the conclusion of BayMedica's operations.
The Company has at all times held an indirect beneficial interest in BayMedica through InMed Pharmaceuticals Ltd., a Delaware corporation and wholly-owned direct subsidiary of the Company, and the Company is not a guarantor of BayMedica's obligations. Although our indirect ownership structure means we are not directly liable for BayMedica's obligations as a guarantor, this does not fully insulate us from risk. The ABC process may give rise to claims or proceedings against BayMedica that could indirectly affect InMed as its parent, including potential claims by BayMedica's creditors or the ABC assignee in respect of intercompany transactions, intellectual property licensing, or other arrangements between InMed and BayMedica.
The ABC process may also result in adverse publicity or reputational damage to InMed. Counterparties, partners, regulators, and investors may associate the BayMedica wind-down and ABC with InMed's broader financial condition, even though BayMedica's operations have been classified as discontinued and InMed is not a guarantor of its obligations. Any such reputational effects could impair InMed's ability to attract new partners, raise additional capital, or pursue and close the proposed Merger with Mentari Therapeutics, Inc. on the anticipated timeline or at all.
There can be no assurance that the ABC will be completed efficiently, that the assignee will act in a manner consistent with InMed's interests, or that the process will not give rise to additional claims, costs, or obligations that could adversely affect InMed's business, financial condition, results of operations, or prospects.
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