Form 8-K

8-K — InMed Pharmaceuticals Inc.

Accession: 0001213900-26-080414

Filed: 2026-07-22

Period: 2026-07-22

CIK: 0001728328

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0298644-8k425_inmed.htm (Primary)

EX-10.1 — AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT, DATED AS OF JULY 22, 2026, BY AND AMONG MENTARI THERAPEUTICS, INC. AND THE INVESTORS PARTY THERETO (ea029864401ex10-1.htm)

EX-99.1 — PRESS RELEASE, ISSUED ON JULY 22, 2026 (ea029864401ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0298644-8k425_inmed.htm · Sequence: 1

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0001728328

2026-07-22

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 22, 2026

INMED PHARMACEUTICALS INC.

(Exact name of registrant as specified in its charter)

British Columbia, Canada

001-39685

98-1428279

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

Suite 1445 – 885 West Georgia St.

Vancouver, British Columbia, Canada V6C 3E8

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including

area code: (604) 669-7207

Not Applicable

(Former name or former address, if changed since

last report.)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares, no par value

INM

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On July 22, 2026, Mentari Therapeutics, Inc. issued a press release

announcing the entry into the Amendment (as described in Item 8.01 of this Current Report on Form 8-K). The press release is furnished

as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference, except that the information

contained on the website referenced in the press release is not incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1,

attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended

(the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated

by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”),or the Exchange Act,

except as expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

As previously reported, on May 19, 2026, InMed Pharmaceuticals Inc.,

a company incorporated under the laws of the Province of British Columbia (the “Company” or “InMed”),

Indigo Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of the Company (the “First Merger Sub”),

Indigo Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (the “Second Merger

Sub” and, together with First Merger Sub, the “Merger Subs”), and Mentari Therapeutics, Inc., a Delaware

corporation (“Mentari”), entered into an Agreement and Plan of Merger and Reorganization (as amended to date, the “Merger

Agreement”), pursuant to which, among other matters and subject to the satisfaction or waiver of the conditions set forth in

the Merger Agreement, (i) the First Merger Sub will merge with and into Mentari, with Mentari surviving the merger as a wholly owned subsidiary

of the Company (the “First Merger”), and (ii) immediately following the First Merger and as part of the same overall

transaction as the First Merger, Mentari will merge with and into the Second Merger Sub, with the Second Merger Sub surviving such merger

(the “Second Merger” and, together with the First Merger, the “Merger”). In connection with the Merger,

and concurrently with the execution of the Merger Agreement, Mentari and certain investors (the “Original Investors”)

entered into a Securities Purchase Agreement, dated as of May 19, 2026 (the “Securities Purchase Agreement”), pursuant

to which the Original Investors agreed to purchase from Mentari, immediately prior to the effective time of the First Merger (the “First

Effective Time”), shares of Mentari’s common stock and pre-funded warrants to purchase shares of Mentari’s common

stock in a private placement (the “Pre-Closing Financing”). A form of the Securities Purchase Agreement was filed as

Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”)

on May 19, 2026.

On July 22, 2026, Mentari entered into Amendment No. 1 to the Securities

Purchase Agreement (the “Amendment”) with certain of the Original Investors and certain additional investors

(the “New Investors”), pursuant to which they agreed to purchase, immediately prior to the First Effective Time, an

aggregate of $200 million in additional shares of Mentari’s common stock (the “Additional Shares”) and/or additional

pre-funded warrants to purchase shares of Mentari’s common stock (the “Additional Pre-Funded Warrants” and, together

with the Additional Shares, the “Additional Securities”). The per share purchase price for the Additional Shares is

equal to 152.80% of the per share purchase price applicable to the shares of Mentari’s common stock issuable to the Original Investors

under the Securities Purchase Agreement, and the per warrant purchase price for the Additional Pre-Funded Warrants is equal to such per

share purchase price for the Additional Shares minus $0.0001. As amended, the Pre-Closing Financing is expected to extend Mentari's cash

runway into 2029 and through Phase 2a readout on each of the two PACAP-targeted lead programs, including MT-002. Additionally, it supports

the clinical development of Mentari’s broader migraine prevention pipeline.

Consistent with the treatment of the other securities issued in the

Pre-Closing Financing, the Additional Shares and the Additional Pre-Funded Warrants will be converted into common shares of the Company

and pre-funded warrants to acquire common shares of the Company, respectively, in accordance with the terms of the Merger Agreement, at

the First Effective Time. The proceeds received by Mentari in the Pre-Closing Financing, excluding proceeds from the sale of the Additional

Securities and shares issuable in connection therewith, are a component of the valuation framework used to determine the exchange ratio

determined under the Merger Agreement (the “Exchange Ratio”), as described in the Company’s filings with the

SEC, including the Company’s Registration Statement on Form S-4 filed on July 2, 2026 and the amendment to the Merger Agreement

filed on July 6, 2026. Pursuant to the Exchange Ratio formula in the Merger Agreement, upon the closing of the Merger (immediately following

closing of the Pre-Closing Financing), on a pro forma basis and based upon the number of common shares of the Company expected to be issued

in the Merger, pre-Merger Mentari stockholders will own approximately 98.85% of the combined company and pre-Merger InMed shareholders

will own approximately 1.15% of the combined company. Following the completion of the Merger, the total shares of common stock of the

combined on an as-converted / as-exercised basis is expected to be approximately 601,195,812.

Except as amended by the Amendment, the Securities Purchase Agreement

remains in full force and effect. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety

by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated

herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K and the exhibits filed or furnished

herewith contain forward-looking statements (including within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended

(the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”))

concerning the Company, Mentari, the proposed Merger, the Pre-Closing Financing and related matters. These forward-looking statements

include express or implied statements relating to the structure, timing and completion of the proposed Merger and the Pre-Closing Financing

(including the sale of the Additional Securities); expectations regarding the use of proceeds; the sufficiency of resources to support

the advancement of Mentari’s pipeline through certain milestones and the time period over which resources will be sufficient to

fund Mentari’s anticipated operations; expectations regarding the ownership structure of the combined company; and other statements

that are not historical facts. The words “anticipate,” “believe,” “contemplate,” “continue,”

“could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,”

“possible,” “potential,” “predict,” “project,” “should,” “will,”

“would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements

contain these identifying words.

These forward-looking statements are based on current expectations

and beliefs and are subject to risks and uncertainties, including risks related to the failure to obtain shareholder approval, the failure

to complete the Pre-Closing Financing, the failure to satisfy other closing conditions, delays in obtaining or adverse outcomes related

to required regulatory approvals, the possibility that the Merger Agreement may be terminated in accordance with its terms, the Company’s

ability to maintain listing on Nasdaq, unexpected costs, charges or expenses resulting from the proposed transaction, the effect of the

announcement or pendency of the proposed transaction on existing and potential business relationships, operating results and business

generally, and the other risks and uncertainties described in the Company’s filings with the SEC. Actual results may differ materially

from those contemplated by these forward-looking statements, and neither the Company nor Mentari undertakes any obligation to update any

forward-looking statement except as required by applicable law.

No Offer or Solicitation

This Current Report on Form 8-K and the exhibits filed or furnished

herewith are not intended to and do not constitute (i) a solicitation of a proxy, consent or approval with respect to any securities or

in respect of the proposed transaction or (ii) an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation

to purchase or subscribe for any securities pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or

transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of

a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Subject to certain exceptions to be approved by

the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction

where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality

(including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility

of a national securities exchange, of any such jurisdiction.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR

DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS CURRENT REPORT ON FORM 8-K AND THE EXHIBITS FILED OR FURNISHED HEREWITH ARE TRUTHFUL

OR COMPLETE.

Important Additional Information About the Proposed Transaction

Will be Filed with the SEC

This Current Report on Form 8-K and the exhibits filed or furnished

herewith are not substitutes for any other document that the Company may file with the SEC in connection with the proposed transaction,

including the registration statement on Form S-4 (the “Form S-4”) that contains a proxy statement/prospectus and management

information circular. In connection with the proposed transaction, the Company has filed and intends to file relevant materials with the

SEC, including the Form S-4.

THE COMPANY URGES INVESTORS AND SHAREHOLDERS TO READ THE REGISTRATION

STATEMENT, INCLUDING THE PROXY STATEMENT/PROSPECTUS AND MANAGEMENT INFORMATION CIRCULAR CONTAINED THEREIN, AND ANY OTHER RELEVANT DOCUMENTS

THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN

THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, MENTARI, THE PROPOSED TRANSACTION AND RELATED

MATTERS.

Investors and shareholders will be able to obtain free copies of the

Form S-4 and other documents filed by the Company with the SEC (when they become available) through the website maintained by the SEC

at www.sec.gov.

Participants in the Solicitation

The Company, Mentari and their respective directors and executive officers

may be deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed transaction. Information

about the Company’s directors and executive officers, including a description of their interests in the Company, is included in

the Company’s most recent definitive proxy statement. Additional information regarding such persons and their interests in the proposed

transaction is or will be included in the proxy statement/prospectus relating to the proposed transaction filed with the SEC. These documents

can be obtained free of charge from the sources indicated above.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

10.1*

Amendment No. 1 to Securities Purchase Agreement, dated as of July 22, 2026, by and among Mentari Therapeutics, Inc. and the investors party thereto

99.1

Press Release, issued on July 22, 2026

104

Cover Page Interactive Data File (formatted as Inline XBRL)

* Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish

supplementally copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the registrant may

request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INMED PHARMACEUTICALS INC.

(Registrant)

Date: July 22, 2026

By:

/s/ Eric A. Adams

Name:

Eric A. Adams

Title:

President & CEO

EX-10.1 — AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT, DATED AS OF JULY 22, 2026, BY AND AMONG MENTARI THERAPEUTICS, INC. AND THE INVESTORS PARTY THERETO

EX-10.1

Filename: ea029864401ex10-1.htm · Sequence: 2

Exhibit 10.1

Confidential

Final Form

Amendment

No. 1 to the

SECURITIES PURCHASE AGREEMENT

This AMENDMENT NO. 1 (this

“Amendment”) to that certain Securities Purchase Agreement, dated as of May 19, 2026 (the “Agreement”),

by and among Mentari Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the Persons listed on

the signature pages thereto (each, a “Original Investor” and together the “Original Investors”)

is made and entered into as of July 22, 2026 by and among the Company, each of the Original Investors listed on Schedule I attached

to this Amendment, and each of the Persons listed on Schedule II attached to this Amendment (each, an “New Investor”

and together, the “New Investors”). Capitalized terms used but not defined in this Amendment shall have the meanings

given to such terms in the Agreement.

WHEREAS, the Original

Investors listed on Schedule I hereto together constitute the Investor Majority (as of immediately prior to the entry into this

Amendment) and, in accordance with Section 8.15 of the Agreement, hereby agree to amend the Agreement to allow for the purchase of Additional

Securities in accordance with the terms of this Amendment;

WHEREAS, the Company

and the New Investors are executing and delivering this Amendment in reliance upon the exemption from securities registration afforded

by Section 4(a)(2) of the U.S. Securities Act of 1933, as amended (the “Securities Act”); and

WHEREAS, the Company

desires to sell to the New Investors, and each New Investor desires to purchase from the Company, severally and not jointly, upon the

terms and subject to the conditions stated in this Agreement, (A) shares (the “Additional Shares”) of Common Stock

at a per share purchase price equal to the Additional Share Price (as defined below), and/or (B) Additional Pre-Funded Warrants at a per

warrant price equal to the Additional Pre-Funded Warrant Price (as defined below).

NOW THEREFORE, in consideration

of the mutual agreements, representations, warranties and covenants herein contained, the Company, each applicable Original Investor and

each New Investor, severally and not jointly, agree as follows:

1. New

and Amended Definitions. As used in this Amendment and the Agreement, the following terms

shall have the following respective meanings:

“Additional Commitment

Amount” has the meaning set forth in Section ‎2.4 hereof.

“Additional Pre-Funded

Warrant” has the meaning set forth in Section ‎2.4 hereof.

“Additional Pre-Funded

Warrant Shares” has the meaning set forth in Section ‎2.4 hereof.

“Additional Pre-Funded

Warrant Price” means an amount equal to (i) the Additional Share Price minus (ii) $0.0001.

“Additional Share

Price” means the Share Price, multiplied by one hundred fifty-two point eight percent (152.8%).

References to the “Initial

Shares” in the Agreement shall be deemed to include the Additional Shares, except for any such reference in the Second Recital,

Section 2.1 and Exhibit A of the Agreement.

“Investors”

shall mean the Original Investors and the New Investors, provided that references to “Investors” in Section 2.1 of

the Agreement shall be deemed solely to be references to the Original Investors.

References to the “Pre-Funded

Warrant Shares” in the Agreement shall be deemed to include the Additional Pre-Funded Warrant Shares, except for any such reference

in the Second Recital and Section 2.1 of the Agreement.

References to the “Pre-Funded

Warrants” in the Agreement shall be deemed to include the Additional Pre-Funded Warrants, except for any such reference in Section

2.1 of the Agreement.

References to the “Securities”

in the Agreement shall be deemed to include the Additional Shares and Additional Pre-Funded Warrants.

References to the “Shares”

in the Agreement shall be deemed to include the Additional Shares and the Additional Pre-Funded Warrant Shares.

2. Amendments.

The Parties hereby agree to amend the Agreement as follows:

(i) A new Section 2.4 is hereby inserted into the Agreement as follows:

“Section 2.4 Purchase

and Sale of Additional Securities. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company

agrees to sell, and the New Investors, severally and not jointly, agree to purchase, the number of Additional Shares equal to (rounded

down to the nearest whole Additional Share) (i) the aggregate commitment amount set forth under the heading “Additional Commitment

Amount” and opposite such New Investor’s name on the Exhibit E (the “Additional Commitment Amount”)

divided by (ii) the Additional Share Price; provided, however, for any New Investor that has provided notice to the Company

at least ten (10) Business Days prior to the Closing that such New Investor would beneficially own (when aggregated with all Securities

then beneficially owned by the New Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule

13d-3 promulgated thereunder)) in excess of the Additional Beneficial Ownership Limitation, or as such New Investor may otherwise choose,

in lieu of purchasing Additional Shares such New Investor may elect to purchase Pre-Funded Warrants (“Additional Pre-Funded

Warrants”) to purchase a number of shares of Common Stock issuable upon exercise of the Additional Pre-Funded Warrants (the

“Additional Pre-Funded Warrant Shares”) equal to (rounded down to the nearest whole Additional Pre-Funded Warrant

Share) (i) the Additional Commitment Amount (or any remainder thereof) divided by (ii) the Additional Pre-Funded Warrant Price in lieu

of Additional Shares in such manner to result in the same Aggregate Purchase Amount being paid by such New Investor in the aggregate

(including upon exercise of such Additional Pre-Funded Warrants). The “Additional Beneficial Ownership Limitation”

shall initially be set at the discretion of each New Investor to a percentage designated by such New Investor on its signature page hereto

between 0% and 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of the

Securities; provided that such percentage shall be set at (A) 9.99% for any New Investor that does not make such designation on

its signature page hereto or (B) the percentage set forth in the signature pages to the Agreement if such New Investor is also an Original

Investor. Notwithstanding the foregoing, by written notice to the Company, any New Investor may reset the Additional Beneficial Ownership

Limitation percentage to a higher or lower percentage, not to exceed 19.99%; provided that any increase prior to the Closing will

not be effective until the sixty-first (61st) day after such written notice is delivered to the Company. Upon such a change by a New

Investor of the Additional Beneficial Ownership Limitation, the Additional Beneficial Ownership Limitation may not be further amended

by such New Investor without first providing the minimum notice required by this Section 2.4.”

(ii) The title of Exhibit A to the Agreement is hereby amended and replaced with the following: “Original

Investors.”

(iii) A new Exhibit E is hereby inserted into the Agreement in the form attached as Schedule II

hereto.

(iv) References to Exhibit A in the Agreement shall be deemed to include a reference to Exhibit E

thereof, except for such reference in the preamble and Section 2.1 of the Agreement.

3. Securities Purchase

Agreement. Each New Investor acknowledges and agrees that he, she or it is an “Investor”

for purposes of the Agreement and, accordingly, agrees to be bound by the rights and benefits, and subject to the obligations, set forth

in the provisions of the Agreement applicable to Investors and as fully as though such New Investor were a signatory thereto as an “Investor.”

Each New Investor, severally for itself and not jointly with any other New Investor, represents and warrants to the Company and the Placement

Agents that the statements contained in Section ‎4 of the Agreement are true and correct as of the date hereof (except for the representations

and warranties that speak as of a specific date, which shall be made as of such date).

4. Miscellaneous.

This Amendment shall constitute a valid amendment of the Agreement in accordance with Section 8.15 of the Agreement. This Amendment

and the Agreement (together with the schedules and exhibits thereto, and any documents executed by the parties simultaneously therewith

or pursuant thereto) constitute the entire agreement, and supersede all prior written agreements, arrangements, communications and understandings

and all prior and contemporaneous oral agreements, arrangements, communications and understandings among the parties with respect to

the subject matter hereof and thereof. Except as expressly amended hereby, the Agreement shall remain in full force and effect without

modification. Section 8 (Miscellaneous Provisions) of the Agreement is hereby incorporated by reference into this letter

agreement, mutatis mutandis.

[Remainder of Page Intentionally Left Blank.]

IN WITNESS WHEREOF,

the parties hereto have executed this Amendment as of the day and year first above written.

COMPANY:

MENTARI THERAPEUTICS, INC.

By:

Name:

Title:

[Signature Page to Amendment No. 1]

IN WITNESS WHEREOF,

the parties hereto have executed this Amendment as of the day and year first above written.

ORIGINAL INVESTOR:

[NAME]

By:

Name:

Title:

[Signature Page to Amendment No. 1]

IN WITNESS WHEREOF,

the parties hereto have executed this Amendment as of the day and year first above written.

NEW INVESTOR:

[NAME]

By:

Name:

Title:

Additional Beneficial Ownership Limitation: [●]

[Signature Page to Amendment No. 1]

SCHEDULE 1

Original

Investors

1. [__];

2. [__].

SCHEDULE II

EXHIBIT E

NEW INVESTORS

Investor

Name and Address

Additional

Commitment Amount

Additional

Price

Underlying Additional Pre-Funded Warrants

Additional

Pre-Funded Warrant Price

Convertible

Securities Amount

Aggregate

Purchase Price

TOTAL:

EX-99.1 — PRESS RELEASE, ISSUED ON JULY 22, 2026

EX-99.1

Filename: ea029864401ex99-1.htm · Sequence: 3

Exhibit 99.1

Mentari Therapeutics Announces $200 Million

Private Placement for Migraine Prevention Pipeline

WALTHAM, Mass., July 22, 2026 – Mentari

Therapeutics, Inc. (“Mentari”), a privately-held biotechnology company developing therapies for migraine prevention,

today announced a $200 million private placement to leading healthcare investors. The proceeds from the private placement will

enable the continued development of Mentari’s pipeline of targeted biologics aimed at improving outcomes for people living

with migraines.

Key transaction details for the private placement include:

●

The additional $200 million private placement consisted of common stock and pre-funded warrants to purchase common stock (the “Private Placement”).

●

Investors include Fairmount, ADAR1 Capital Management, Venrock Healthcare Capital Partners, Sirenia Capital Management LP, Janus Henderson Investors, Blackstone Multi-Asset Investing, RTW Investments, Deep Track Capital, Vivo Capital, Commodore Capital, BB Biotech, and other leading healthcare investors.

●

The financing, based on current plans, extends Mentari’s cash runway into 2029 and through phase 2a readout on each of the two PACAP-targeted lead programs, including MT-002. Additionally, it supports the clinical development of Mentari’s broader migraine prevention pipeline.

●

The Private Placement is expected to close immediately prior to the completion of Mentari’s merger with InMed Pharmaceuticals, Inc. (Nasdaq: INM) (the “Merger”) and concurrently with the previously announced $290 million private placement (the “Initial Private Placement”). The combined company will continue to operate under the Mentari Therapeutics name and trade on the Nasdaq Capital Market under a new ticker symbol.

●

Following the completion of

the Merger, the Initial Private Placement and the Private Placement, the estimated total number of shares of common stock

outstanding of the combined company on an as-converted / as-exercised basis is expected to be approximately 601,195,812.

Jefferies, TD Cowen, Stifel and Guggenheim Securities, are acting as

the placement agents.

About Mentari Therapeutics

Mentari Therapeutics is a biotechnology company developing therapies

for the prevention of migraine to deliver freedom from this debilitating and undertreated neurological condition that affects more than

1 billion people globally. Mentari’s lead programs target PACAP, a newly validated target that is mechanistically independent from CGRP,

one of the first migraine targets to yield clinical and commercial success. Mentari’s pipeline includes MT-001, an anti-PACAP monoclonal

antibody designed for convenient subcutaneous dosing, and MT-002, an anti-CGRP and anti-PACAP bispecific antibody designed to inhibit

these complementary pathways with potential to deliver superior outcomes for people with incomplete response to CGRP-targeted therapies.

The company’s programs were discovered by Paragon Therapeutics. Mentari is based in Waltham, MA. For more information, visit mentaritx.com.

Forward-Looking Statements

This press release contains “forward-looking statements”

within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the

Securities Exchange Act of 1934, as amended, including, without limitation, statements regarding the proposed merger of InMed Pharmaceuticals

Inc. (“InMed”) and Mentari Therapeutics, Inc. (“Mentari”) and related private financing; the expected timing,

completion and anticipated benefits of the merger and private financing; the expected proceeds from investors in the private financing;

expectations regarding the use of proceeds, the sufficiency of resources to support the advancement of Mentari’s pipeline through

certain milestones and the time period over which resources will be sufficient to fund Mentari’s anticipated operations; the combined

company operating under the name Mentari Therapeutics, Inc.; the anticipated timing of regulatory filings for, and the development, potential

benefits and therapeutic potential of, MT-001 and MT-002; and the strategy, plans, objectives and leadership of Mentari and the combined

company. Words such as “anticipate,” “believe,” “expect,” “intend,” “plan,”

“potential,” “will” and similar expressions identify forward-looking statements. These statements are based on

current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including, among

others: the risk that the merger may not be completed on the anticipated timeline or at all; the failure to obtain the required InMed

shareholder and Mentari stockholder approvals or to satisfy other closing conditions, including effectiveness of the registration statement

on Form S-4; the risk that any concurrent financing is not completed on the expected terms or at all; risks relating to the redomestication,

reverse stock split and Nasdaq continued-listing requirements; risks inherent in preclinical and clinical development, the regulatory

review and approval process and commercialization of product candidates; and the other risks described in InMed’s filings with the

U.S. Securities and Exchange Commission (the “SEC”) and applicable Canadian securities regulators, including the Form S-4

and the proxy statement/prospectus and management information circular relating to the merger. Because forward-looking statements are

inherently subject to risks and uncertainties, you should not rely on them as predictions of future events. Except as required by law,

neither InMed nor Mentari undertakes any obligation to update any forward-looking statement.

No Offer or Solicitation

This press release is for informational purposes only and does not

constitute an offer to sell, or the solicitation of an offer to buy, any securities, or the solicitation of any vote or approval, nor

shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration

or qualification under the securities laws of any such jurisdiction. Without limiting the foregoing, this press release does not constitute

an offer to sell, or the solicitation of an offer to buy, any securities in connection with any private placement or other financing

by Mentari or InMed. Any such securities have not been and will not be registered under the Securities Act or any state securities laws

and may not be offered or sold in the United States absent registration or an applicable exemption from registration. No offering of

securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an applicable

exemption therefrom.

Important Additional Information About the Merger and Where to Find

In connection with the proposed merger, InMed has filed with the SEC

a registration statement on Form S-4 that includes a preliminary proxy statement/prospectus of InMed and a management information circular

and will file other relevant documents with the SEC and applicable Canadian securities regulators. The Form S-4 has not yet become effective.

After the Form S-4 is declared effective, InMed will mail a definitive proxy statement/prospectus and management information circular

to its shareholders and to Mentari’s stockholders. INVESTORS AND SECURITYHOLDERS OF INMED AND MENTARI ARE URGED TO READ THE FORM

S-4, THE PROXY STATEMENT/PROSPECTUS AND MANAGEMENT INFORMATION CIRCULAR (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS) AND ALL OTHER RELEVANT

DOCUMENTS FILED OR TO BE FILED WITH THE SEC AND CANADIAN SECURITIES REGULATORS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE,

BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT INMED, MENTARI, THE MERGER AND RELATED MATTERS. Investors and securityholders

may obtain free copies of these documents (when available) through the SEC’s website at www.sec.gov, on SEDAR+ at www.sedarplus.ca,

or from InMed at inmedpharma.com/investors.

Participants in the Solicitation

InMed, Mentari and their respective directors and executive officers

may be deemed to be participants in the solicitation of proxies from InMed’s shareholders and Mentari’s stockholders in connection

with the proposed merger. Information regarding InMed’s directors and executive officers and a description of their direct and indirect

interests, by security holdings or otherwise, is set forth in InMed’s most recent annual report [on Form 10-K / Form 40-F, as applicable]

and its other filings with the SEC and on SEDAR+. Additional information regarding the participants and their interests is or will be

contained in the proxy statement/prospectus and management information circular and other relevant materials filed or to be filed with

the SEC and Canadian securities regulators. These documents may be obtained free of charge as described above.

Media Contact

Lia Dangelico

Deerfield Group

lia.dangelico@deerfieldgroup.com

540-303-0180

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