Form 8-K

8-K — InMed Pharmaceuticals Inc.

Accession: 0001213900-26-077127

Filed: 2026-07-10

Period: 2026-07-06

CIK: 0001728328

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0297284-8k425_inmed.htm (Primary)

EX-2.2 — AMENDMENT NO.1 TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, DATED AS OF JULY 6, 2026, BY AND AMONG INMED PHARMACEUTICALS INC., INDIGO MERGER SUB CORP., INDIGO MERGER SUB II, LLC AND MENTARI THERAPEUTICS, INC. (ea029728401ex2-2.htm)

EX-99.1 — PRESS RELEASE, ISSUED ON JULY 6, 2026 (ea029728401ex99-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0297284-8k425_inmed.htm · Sequence: 1

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2026-07-06

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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 6, 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 1.01 Entry into a Material Definitive Agreement.

Amendment to Merger Agreement

On July 6, 2026, InMed Pharmaceuticals Inc., a

company incorporated under the laws of the Province of British Columbia (the “Company”), 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 Amendment No. 1 to the Agreement and Plan of Merger and Reorganization (the “Amendment”), which amends

the Agreement and Plan of Merger and Reorganization, dated as of May 19, 2026 (as amended, the “Merger Agreement”),

by and among the Company, the Merger Subs, and Mentari.

A description of the Merger Agreement prior to

the Amendment and the transactions contemplated thereby (the “Merger”) was previously reported in the Current Report

on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on May 19, 2026.

The Amendment (i) clarifies the sequencing of

the Contemplated Transactions (as defined in the Merger Agreement), including by providing that the Company will effect a name change

to “Mentari Therapeutics, Inc.” prior to the Closing Date (as defined in the Merger Agreement) and will redomesticate from

the Province of British Columbia to the State of Nevada on the Closing Date but prior to the filing of the certificate of merger, and

will effect the Nasdaq Reverse Split (as defined in the Merger Agreement), if any, prior to the First Effective Time (as defined in the

Merger Agreement); (ii) introduces the concept of a Company PIPE Amendment (as defined in the Merger Agreement) to facilitate potential

additional private placement financing of Mentari pre-closing and clarifies the impact of such additional potential financing on the Exchange

Ratio (as defined in the Merger Agreement); and (iii) clarifies the intended tax treatment of the Merger by, among other things, removing

the contingency relating to a potential redomestication of the Company to the Cayman Islands and confirming that the First Merger and

the Second Merger (as such terms are defined in the Merger Agreement), taken together, are intended to constitute an integrated transaction

that qualifies as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

Except as expressly modified by the Amendment,

all terms and conditions of the Merger Agreement remain in full force and effect.

The foregoing summary of the Amendment does not

purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 2.2

to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On July 6, 2026, the Company and Mentari issued

a joint press release announcing the entry into the Amendment, as well as the filing on July 2, 2026 of a registration statement on Form

S-4 (the “Form S-4”) containing a preliminary joint proxy statement/prospectus and management information circular

with the SEC in connection with the proposed transaction contemplated therein.

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 websites referenced

in the press release is not incorporated herein by reference.

The information in this Item 7.01, including Exhibits

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.

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 Exchange Act and Section

27A of the Securities Act) concerning the Company, Mentari, the proposed Merger and related matters. These forward-looking statements

include express or implied statements relating to the structure, timing and completion of the proposed Merger; the combined company’s

listing on Nasdaq after closing of the proposed Merger; expectations regarding the ownership structure of the combined company (including

the relative ownership the Company’s shareholders in the combined company); expectations regarding the pre-closing financing (and

additional proceeds thereunder, if any) and the closing thereof; the effectiveness of the Form S-4 and the timing of the special meeting

of the Company’s shareholders; the future operations of the combined company; the nature, strategy and focus of the combined company;

the development and commercial potential and potential benefits of any product candidates 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 (as currently contemplated or as amended), 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 Form S-4. In connection with the proposed transaction, the Company intends to file relevant materials with

the SEC, including the Form S-4, which has not yet been declared effective.

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 Annual Report on Form 10-K and subsequent reports filed with the SEC and certain

Canadian securities regulators. Additional information regarding such persons and their interests in the proposed transaction is included

in the Form S-4 and accompanying proxy statement/prospectus and management information circular relating to the proposed transaction

that is filed with the SEC, which has not yet been declared effective. 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

2.2

Amendment No.1 to the Agreement and Plan of Merger and Reorganization, dated as of July 6, 2026, by and among InMed Pharmaceuticals Inc., Indigo Merger Sub Corp., Indigo Merger Sub II, LLC and Mentari Therapeutics, Inc.

99.1

Press Release, issued on July 6, 2026

104

Cover Page Interactive Data File (formatted as Inline XBRL)

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)

By:

/s/ Eric A. Adams

Date: July 10, 2026

Name:

Eric A. Adams

Title:

President & CEO

EX-2.2

Filename: ea029728401ex2-2.htm · Sequence: 2

Exhibit 2.2

Execution Version

Amendment

No. 1 to the

Agreement and Plan of Merger AND REORGANIZATION

This Amendment

No. 1 to Agreement and Plan of Merger and reorganization (this “Amendment”) is made as of July 6,

2026, with respect to that certain Agreement and Plan of Merger and Reorganization (as amended to date, the “Merger Agreement”),

dated as of May 19, 2026 (the “Agreement Date”), by and among InMed Pharmaceuticals Inc., a corporation organized

under the laws of British Columbia, Canada (“Parent”), Indigo Merger Sub Corp., a Delaware corporation and wholly

owned subsidiary of Parent (“First Merger Sub”), Indigo Merger Sub II, LLC, a Delaware limited liability company

and wholly owned subsidiary of Parent (“Second Merger Sub”, and, together with First Merger Sub, “Merger

Subs” and each, a “Merger Sub”), and Mentari Therapeutics, Inc., a Delaware corporation (the “Company”).

All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement.

W I T N E S S E T H:

Whereas,

pursuant to Section 11.2 of the Merger Agreement, the Merger Agreement may be amended by any instrument in writing signed on behalf of

the Company, Merger Subs, and Parent, with the approval of the respective boards of directors of the Company, Merger Subs, and Parent;

Whereas,

the Parent Board has (i) determined that the Contemplated Transactions (including as amended pursuant to this Amendment) are fair to,

advisable and in the best interests of Parent and its shareholders, (ii) adopted, approved and declared advisable the Merger Agreement

(including as amended hereby) and the Contemplated Transactions, including the issuance of Parent Shares to the shareholders of the Company

pursuant to the terms of the Merger Agreement (including as amended hereby), and (iii) determined to recommend, upon the terms and subject

to the conditions set forth in the Merger Agreement (including as amended hereby), that the shareholders of Parent vote to approve the

Merger Agreement (including as amended hereby) and thereby approve the Parent Shareholder Matters, including the Contemplated Transactions;

Whereas,

the First Merger Sub Board has (i) determined that the Contemplated Transactions (including as amended pursuant to this Amendment) are

fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder, (ii) approved and declared advisable the Merger

Agreement (including as amended hereby) and the Contemplated Transactions, and (iii) determined to recommend, upon the terms and subject

to the conditions set forth in the Merger Agreement (including as amended hereby), that the stockholder of First Merger Sub votes to adopt

the Merger Agreement (including as amended hereby) and thereby approve the Contemplated Transactions;

Whereas,

the sole member of the Second Merger Sub has (i) determined that the Contemplated Transactions (including as amended pursuant to this

Amendment) are fair to, advisable, and in the best interests of Second Merger Sub and its sole member, (ii) approved and declared advisable

the Merger Agreement (including as amended hereby) and the Contemplated Transactions, and (iii) determined to recommend, upon the terms

and subject to the conditions set forth in the Merger Agreement (including as amended hereby), that the sole member of Second Merger Sub

votes to adopt the Merger Agreement (including as amended hereby) and thereby approve the Contemplated Transactions;

Whereas,

the Company Board has (i) determined that the Contemplated Transactions (including as amended pursuant to this Amendment) are fair to,

advisable and in the best interests of the Company and its stockholders, (ii) approved and declared advisable the Merger Agreement (including

as amended hereby) and the Contemplated Transactions, and (iii) determined to recommend, upon the terms and subject to the conditions

set forth in the Merger Agreement (including as amended hereby), that the stockholders of the Company vote to adopt the Merger Agreement

(including as amended hereby) and thereby approve the Contemplated Transactions.

Now,

Therefore, in consideration of the foregoing recitals, the mutual covenants and agreements set forth herein, and other good

and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the Company,

Parent and Merger Subs hereby agree as follows:

Article

1 Amendments to the Merger Agreement

1.1. Company Valuation.

1.1.1 Section 1.1(a) of the Merger Agreement is hereby amended by adding the following defined terms in the

appropriate alphabetical order:

“Company

PIPE Amendment” means any amendment, amendment and restatement, joinder, supplement or other modification of the Subscription

Agreement effected following the Original Agreement Date that results in an increase to the amount of proceeds to be received from the

Company Pre-Closing Financing.

“Original

Agreement Date” means May 19, 2026.

1.1.2 The definition of “Company Equity Value” shall be, and hereby is, amended and replaced in

its entirety with the following:

“Company

Equity Value” means $125,000,000.

1.1.3 The definition of “Company Valuation” shall be, and hereby is, amended and replaced in its

entirety with the following:

“Company

Valuation” means (i) the Company Equity Value, plus (ii) the amount of proceeds actually received by the Company from the Company

Pre-Closing Financing (including the proceeds actually received from any Company Notes (and any interest, premiums and fees thereon),

contributed as consideration in the Company Pre-Closing Financing), excluding the amount of any proceeds received pursuant to any Company

PIPE Amendment.

1.1.4 The definition of “Company Outstanding Shares” shall be, and hereby is, amended and replaced

in its entirety with the following:

“Company

Outstanding Shares” means, without duplication, the total number of shares of Company Capital Stock outstanding immediately

prior to the First Effective Time (including any shares of Company Common Stock or Company Preferred Stock that are issued in, or issuable

upon the exercise or conversion of securities issued in, the Company Pre-Closing Financing), expressed on a fully diluted and as-converted-to-Company

Common Stock basis assuming, without limitation or duplication, the exercise of all Company Options, Company RSUs, Company Warrants or

other rights or commitments to receive shares of Company Common Stock or Company Preferred Stock (or securities convertible or exercisable

into shares of Company Common Stock or Company Preferred Stock, including the Company Notes), whether conditional or unconditional or

vested or unvested, that are outstanding as of immediately prior to the First Effective Time; provided that “Company Outstanding

Shares” shall exclude (i) any Company Options, Company RSUs, Company Warrants and any other equity awards issued under the Company

Stock Plan (including any shares of Company Common Stock issuable upon the exercise of such Company Options, Company Warrants or other

equity awards) issued to directors, employees, consultants or other service providers following the date hereof but prior to the Closing

(collectively, the “Service Provider Grants”), (ii) any shares of Company Common Stock underlying Company Notes that are to

be contributed as consideration in the Company Pre-Closing Financing pursuant to the Subscription Agreement (to avoid double counting),

and (iii) the total number of shares of Company Capital Stock that are issued pursuant to, or issuable upon the exercise or conversion

of securities issued pursuant to, any Company PIPE Amendment.

1.2. Continuation Mechanics.

1.2.1 The definition of “Nasdaq Reverse Split” shall be, and hereby is, amended and replaced in

its entirety with the following:

“Nasdaq

Reverse Split” means a reverse stock split of all outstanding Parent Common Shares, to be effected by Parent prior to the First

Effective Time for the purpose of maintaining compliance with Nasdaq listing standards.

1.2.2 Section 2.3 of the Merger Agreement shall be, and hereby is, amended and replaced in its entirety

with the following:

2.3. Continuation; Closing; First

Effective Time; Second Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 10,

and subject to the satisfaction or waiver of the conditions set forth in Section 7, Section 8 ‎and Section 9,

the consummation of the Merger (the “Closing”) shall take place remotely, as promptly as practicable (but in no event

later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth

in Section 7, Section 8 and Section 9, other than those conditions that by their nature are to be satisfied at the

Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place as Parent and the

Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.”

Prior to the Closing Date, Parent shall (i) create the Parent Convertible Preferred Shares and file the requisite notice of alteration

with the British Columbia Registrar of Companies in respect thereof and amend the articles of Parent to include the special rights or

restrictions attached to the Parent Convertible Preferred Shares (the “First Parent Charter Amendment”), (ii) in accordance

with Section 6.3, take all action necessary under applicable Law (including Canadian Securities Laws) to call, give notice of and

hold the Parent Shareholder Meeting to seek approval of the Parent Shareholder Matters, and (iii) take all steps necessary to promptly

obtain an authorization from the British Columbia Registrar of Companies to continue Parent out of the Province of British Columbia to

Nevada (which, for the avoidance of doubt, shall be the jurisdiction that is specified in the Continuation Resolution) (the “Continuation

Authorization”). Immediately prior to the Closing Date, and, for certainty, prior to the continuation contemplated by the immediately

following sentence, Parent shall (x) adopt a resolution of the Parent Board in accordance with Parent's Organizational Documents to change

the name of Parent to “Mentari Therapeutics, Inc.”, and (y) file a notice of alteration with the British Columbia Registrar

of Companies to change the name of Parent to “Mentari Therapeutics, Inc.” (clauses (x) and (y), the “Parent Name

Change”). On the Closing Date, following the completion of the Parent Name Change and the issuance of CVRs pursuant to Section

2.9, and prior to the filing of the First Certificate of Merger (as defined below), Parent shall take all actions that may be necessary

to continue Parent out of the Province of British Columbia to Nevada (the “Continuation”). At the Closing, (i) the

Parties shall cause the First Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a

certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in form and substance attached

hereto as Exhibit D-1 and incorporated herein by reference (the “First Certificate of Merger”) and (ii) the Parties

shall cause the Second Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate

of merger with respect to the Second Merger, satisfying the applicable requirements of the DGCL and the DLLCA and in form and substance

attached hereto as Exhibit D-2 and incorporated herein by reference (the “Second Certificate of Merger” and together

with the First Certificate of Merger, the “Certificate of Merger”). The First Merger shall become effective at the

time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be

specified in such Certificate of Merger with the consent of Parent and the Company (the time as of which the Merger becomes effective

being referred to as the “First Effective Time”). The Second Merger shall become effective at the time of the filing

of such Second Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in

such Second Certificate of Merger with the consent of Parent and the Company (the time as of which the Second Merger becomes effective

being referred to as the “Second Effective Time”).

1.2.3 Section 2.4(b)(iii) of the Merger Agreement shall be, and hereby is, amended and replaced in its

entirety with the following:

(iii) The Organizational Documents

of Parent shall be identical to the Organizational Documents of Parent immediately prior to the Second Effective Time; provided, however,

that immediately prior to the Second Effective Time, Parent shall adopt a resolution of the Parent Board in accordance with Parent's Organizational

Documents to (A) appoint new directors of Parent in accordance with subclause (b)(iv) below, and (B) make such other changes as are mutually

agreeable to Parent and the Company (such resolution, together with the Parent Name Change and the continuation of Parent from the Province

of British Columbia to Nevada and the First Parent Charter Amendment, the “Parent Charter Amendment”).

1.2.4 Section 2.11 of the Merger Agreement shall be, and hereby is, amended and replaced in its entirety

with the following:

2.11 Intended

Tax Treatment. The Parties acknowledge and agree that, for U.S. federal (and applicable state and local) income Tax purposes, (i)

the First Merger and the Second Merger, taken together, are intended to constitute an integrated transaction described in Rev. Rul. 2001-46,

2001-2 C.B. 321 that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, and (ii) Section 367

of the Code shall not apply to the Merger (the “Intended Tax Treatment”). The Parties adopt this Agreement as a “plan

of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a).

1.2.5 References to “Parent,” “Parent Common Shares,” “Parent Convertible Preferred

Shares,” “Parent Outstanding Shares” and other similar terms shall be deemed to include references to Parent, and to

the corresponding shares and other attributes of Parent, in each case as they exist following the Continuation, mutatis mutandis.

Article

2 Miscellaneous

2.1. Except

as specifically modified herein, the Merger Agreement remains in full force and effect, and the Parties hereto reserve all of their respective

rights and remedies with respect to all other matters and claims, whether known or unknown, arising under the Merger Agreement. On and

after the date hereof, each reference to the Merger Agreement in the Merger Agreement or any other document or instrument delivered in

connection therewith shall mean the Merger Agreement as amended by this Amendment. The Merger Agreement (including as amended hereby)

and the other schedules, exhibits, certificates, instruments and agreements referred to in the Merger Agreement constitute the entire

agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the Parties with respect

to the subject matter hereof and thereof; provided, however, that the Confidentiality Agreement shall not be superseded and shall remain

in full force and effect in accordance with its terms.

2.2. This

Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute

one and the same instrument, with the same effect as if the signatures thereto were in the same instrument. The exchange of a fully executed

Amendment (in counterparts or otherwise) by all Parties by electronic transmission in PDF format shall be sufficient to bind the Parties

to the terms and conditions of this Amendment.

2.3. Article

11 of the Merger Agreement is hereby incorporated by reference into this Amendment, mutatis mutandis.

[Signature

Pages Follow]

In Witness

Whereof, the Parties have caused this Amendment to be executed as of the date first above written.

InMed Pharmaceuticals Inc.

By:

Name:

Title:

INDIGO MERGER SUB CORP.

By:

Name:

Title:

INDIGO MERGER SUB II, LLC

By:

Name:

Title:

[Signature Page to Amendment No. 1]

In Witness

Whereof, the Parties have caused this Amendment to be executed as of the date first above written.

Mentari Therapeutics, Inc.

By:

Name:

Title:

[Signature Page to Amendment No. 1]

EX-99.1 — PRESS RELEASE, ISSUED ON JULY 6, 2026

EX-99.1

Filename: ea029728401ex99-1.htm · Sequence: 3

Exhibit

99.1

InMed

Pharmaceuticals and Mentari Therapeutics Announce Amendment to Merger Agreement and Filing of Registration Statement on Form S-4

Vancouver, British Columbia and San Francisco,

California--(Newsfile Corp. - July 6, 2026) - InMed Pharmaceuticals, Inc. (NASDAQ: INM) (“InMed” or the “Company”)

today announced that it has entered into an amendment (the “Amendment”) to the previously announced definitive merger agreement

(the “Agreement”) for an all-stock transaction with Mentari Therapeutics, Inc. (“Mentari”), a privately-held biotechnology

company developing therapies for migraine prevention, Indigo Merger Sub Corp., a wholly-owned subsidiary of InMed, and Indigo Merger Sub

I, LLC, a wholly-owned subsidiary of InMed. InMed also announced that it has filed a registration statement on Form S-4 (the “S-4”)

with the U.S. Securities and Exchange Commission (the “SEC”) containing a preliminary proxy statement/prospectus and management

information circular in connection with the proposed merger (as amended, the “Merger”) and related transactions contemplated

by the Agreement (the Merger together with such related transactions, the “Contemplated Transactions”).

Amendment to the Agreement

The Amendment, among other things, (i) clarifies

the sequencing of the Contemplated Transactions, (ii) reflects clarifications regarding the impact of the pre-closing financing on the

exchange ratio , and (iii) clarifies the intended tax treatment of the Merger. Except as specifically modified by the Amendment, the Agreement

remains in full force and effect.

The Merger has received approval by the Boards

of Directors of InMed and Mentari and is expected to close in the fourth quarter of 2026, subject to certain closing conditions, including,

among others, approval by the shareholders of InMed and the stockholders of Mentari, the effectiveness of the S-4, and the satisfaction

of other customary closing conditions.

For further information regarding the Merger,

refer to the Company’s press release dated May 19, 2026.

Filing of Registration Statement on Form

S-4

InMed filed on July 2, 2026 the S-4 containing

a preliminary proxy statement/prospectus and management information circular with the SEC in connection with the Merger. The S-4 outlines

the strategic rationale and merits of the Merger, as well as the processes undertaken by InMed and Mentari and their respective Boards

of Directors in reaching their recommendations. While the S-4 has not yet become effective and the information contained therein is subject

to change (including in respect of the Amendment), it provides important information about the Contemplated Transactions. Once declared

effective by the SEC, a date for a special meeting for InMed shareholders to approve the proposals associated with the transaction will

be set, and the definitive proxy statement/prospectus and management information circular will be mailed to InMed shareholders prior to

the vote. The S-4 is available through the SEC’s EDGAR system at www.sec.gov and the preliminary proxy statement/prospectus and management

information circular contained therein will also be available on the System for Electronic Document Analysis and Retrieval + (SEDAR+).

About InMed Pharmaceuticals

InMed is a pharmaceutical company focused on developing

a pipeline of proprietary small molecule drug candidates targeting the CB1/CB2 receptors. InMed’s pipeline consists of three separate

programs in the treatment of Alzheimer’s, ocular and dermatological indications. For more information, visit www.inmedpharma.com.

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

Certain statements in this press release,

other than purely historical information, may constitute “forward- looking statements” within the meaning of the federal

securities laws, including for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform

Act of 1995. These forward-looking statements include, but are not limited to, express or implied statements relating to

InMed’s and Mentari’s expectations, hopes, beliefs, intentions or strategies regarding the Merger, the Private

Placement, and the combined company’s future, pipeline and business including, without limitation, statements regarding the

expected timing and completion of the Merger and the Private Placement, the expected benefits, opportunities and market potential of

the Merger and the effectiveness of the S-4 and the timing of the special meeting of InMed shareholders. In addition, any statements

that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying

assumptions, are forward-looking statements. These forward- looking statements are based on current expectations and beliefs

concerning future developments and their potential effects. There can be no assurance that future developments affecting the

combined company will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties

(some of which are beyond InMed’s, Mentari’s or the combined company’s control) or other assumptions that may

cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

These risks and uncertainties include, but are not limited to, risks related to: the risk that the Merger and the Private Placement

may not be completed on the anticipated timeline or at all; the failure to satisfy the conditions to closing, including obtaining

the requisite approvals of the shareholders of InMed and stockholders of Mentari and the effectiveness of the S-4 filed with the SEC

in connection with the Merger; the risk that the Private Placement may not close or may not result in the anticipated gross

proceeds; the outcome of preclinical studies and clinical trials; regulatory approval processes; the combined company’s

ability to successfully develop and commercialize its product candidates; competition in the migraine treatment market; the combined

company’s reliance on third parties; protection of intellectual property; and the combined company’s need for

substantial additional funding. Should one or more of these risks or uncertainties materialize, or should any of InMed’s,

Mentari’s or the combined company’s assumptions prove incorrect, actual results may vary in material respects from those

projected in these forward-looking statements. Nothing in this press release should be regarded as a representation by any person

that the forward-looking statements set forth therein will be achieved or that any of the contemplated results of such

forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this press

release, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements

herein and in InMed’s filings with the SEC. InMed, Mentari and the combined company do not undertake or accept any duty to

make any updates or revisions to any forward-looking statements, except as required by law.

Important Information About Investigational

Product Candidates

This press release concerns drug candidates

that are under preclinical and clinical investigation, and which have not yet been approved by the U.S. Food and Drug

Administration. These are currently limited by federal law to investigational use, and no representation is made as to their safety

or effectiveness for the purposes for which they are being investigated.

No Offer or Solicitation

This press release is not intended to and does

not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any proxy, vote, consent 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. The securities to be sold in the Private Placement

are being offered in a transaction not involving a public offering and have not been registered under the Securities Act of 1933, as amended,

or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from

the registration requirements.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION

HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS COMMUNICATION IS TRUTHFUL OR COMPLETE.

Important Additional Information About the

Proposed Transaction

In connection with the Merger, InMed has filed

the S-4 with the SEC that contains a preliminary proxy statement/prospectus and management information circular relating to the Merger,

which has not yet been declared effective. This press release is not a substitute for the S-4, proxy statement/prospectus and management

information circular or any other document that InMed may file with the SEC in connection with the Merger.

INVESTORS AND SECURITY HOLDERS OF INMED AND MENTARI

ARE URGED TO READ THE S- 4, PROXY STATEMENT/PROSPECTUS AND MANAGEMENT INFORMATION CIRCULAR AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO

BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE,

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

Investors and security holders will be able to

obtain free copies of the S-4, proxy statement/prospectus and management information circular and other documents filed by InMed with

the SEC through the website maintained by the SEC at www.sec.gov and on the Investors section of InMed’s website.

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 in connection with the

Merger. Information about InMed’s directors and executive officers, including a description of their interests in InMed, is contained

in InMed’s most recent Annual Report on Form 10-K and subsequent reports filed with the SEC and certain Canadian securities regulators.

Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of proxies

in connection with the Merger, including a description of their direct or indirect interests, by security holdings or otherwise, is included

in the S-4 and proxy statement/prospectus filed with the SEC, which has not yet been declared effective.

Media Contact

Lia Dangelico

Deerfield Group

lia.dangelico@deerfieldgroup.com

Investor Contact

Colin Clancy

Vice President, Investor Relations

and Corporate Communications, InMed Pharmaceuticals

Inc.

T: +1.604.416.0999

E: ir@inmedpharma.com

To view the source version

of this press release, please visit

https://www.newsfilecorp.com/release/304152

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