SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 16, 2020
INMED PHARMACEUTICALS INC.
(Exact Name of Company as Specified in Charter)
(State or Other Jurisdiction
InMed Pharmaceuticals Inc.
Suite 310 815 W. Hastings Street,
|(Address of Principal Executive Offices)||(Zip Code)|
Companys telephone number, including area code: (604) 669-7207
(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 (see General Instruction A.2. below):
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
Name of each exchange
|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 November 16, 2020, the Company issued a press release announcing the closing of its initial public offering in the United States. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and 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. The information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
|Item 9.01.|| |
Financial Statements and Exhibits.
The following exhibits shall be deemed to be furnished, and not filed:
|99.1||Press release, dated November 16, 2020.|
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.|
|Date: November 16, 2020||By:||/s/ Eric A. Adams|
|Eric A. Adams|
|President and Chief Executive Officer|
Suite 310-815 W. Hastings St.
Vancouver, BC, Canada V6C 1B4
InMed Pharmaceuticals Announces the Closing of US$8 Million Public Offering
VANCOUVER, November 16, 2020InMed Pharmaceuticals Inc. (InMed or the Company) (NASDAQ:INM; TSX:IN), a clinical-stage pharmaceutical company developing medications targeting diseases with high unmet medical need and leading the clinical development of cannabinol (CBN), today announced that it has closed the previously announced public offering of common shares, together with accompanying warrants.
Under the terms of the public offering, an aggregate of 1,780,000 common shares, together with accompanying warrants, were purchased at a public offering price of US$4.50 per share and accompanying warrant. Each common share was sold in the offering with one warrant to purchase one common share. The warrants have an exercise price of US$5.11 per share, are immediately exercisable upon issuance, and expire six years following the date of issuance.
The underwriters have also been granted an option to purchase an additional 267,000 common shares and additional warrants to purchase up to an aggregate of 267,000 common shares for a period of 45 days.
Roth Capital Partners acted as sole book-running manager for the offering and Brookline Capital Markets, a division of Arcadia Securities, LLC, acted as co-manager.
Gross proceeds from the offering, before deducting underwriting discounts and commissions and other offering expenses, is estimated to be approximately US$8 million, excluding the exercise of the underwriters option to purchase additional securities.
InMed intends to use the net proceeds from the offering, together with its existing cash resources, for general corporate purposes, which may include funding preclinical and clinical development of its cannabinoid drug candidates INM-755 (dermatology) and INM-088 (ocular diseases), advancing its IntegraSynTM manufacturing platform, and for working capital purposes.
The securities described above were offered by InMed pursuant to a registration statement on Form S-1 (File No. 333-239319) previously filed with and declared effective by the U.S. Securities and Exchange Commission (SEC) on November 12, 2020. The offering was made only by means of a prospectus forming part of the effective registration statement. A preliminary prospectus relating to the offering was filed with the SEC. Electronic copies of the preliminary prospectus and electronic copies of the final prospectus relating to the offering may be obtained for free by visiting the SECs website at www.sec.gov or from Roth Capital Partners, 888 San Clemente, Newport Beach, CA 92660, Attn: Prospectus Department, telephone: 800-678-9147.
No securities were offered or sold, directly or indirectly, in Canada or to any resident of Canada.
This press release does not and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. Any offer, if at all, will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.
About InMed: InMed Pharmaceuticals is a clinical-stage pharmaceutical company developing a pipeline of cannabinoid-based medications, initially focused on the therapeutic benefits of cannabinol (CBN) in diseases with high unmet medical need. The Company is dedicated to delivering new therapeutic alternatives to patients that may benefit from cannabinoid-based medicines. For more information, visit www.inmedpharma.com.
InMed Pharmaceuticals Inc.
Brendan Payne, Director Investor Relations
Edison Group for InMed Pharmaceuticals:
Joe Green/Laine Yonker
Cautionary Note Regarding Forward-Looking Information:
This news release contains forward-looking information and forward-looking statements (collectively, forward-looking information) within the meaning of applicable securities laws. Forward-looking information is based on managements current expectations and beliefs and is subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Forward-looking information in this news release includes, but is not limited to, statements about: developing a pipeline of cannabinoid-based medications, initially focused on the therapeutic benefits of CBN in diseases with high unmet medical need; delivering new therapeutic alternatives to patients that may benefit from cannabinoid-based medicines; and the intended use of the net proceeds from the offering.
With respect to the forward-looking information contained in this news release, InMed has made numerous assumptions regarding, among other things: the ability of INM-755 to meet its specified goals; the ability to obtain adequate supplies and test subjects; the continued availability of development collaborators; continued and timely positive preclinical and clinical efficacy data; the speed of regulatory approvals; the effectiveness of patent protection; demand for InMeds products; and continued economic and market stability. While InMed considers these assumptions to be reasonable, these assumptions are inherently subject to significant business, economic, competitive, market and social uncertainties and contingencies.
Additionally, there are known and unknown risk factors which could cause InMeds actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein. Known risk factors include, among others: the outbreak and impact of COVID-19 may worsen, or at all; INM-755 may not produce the desired effects; InMeds supply chain may become disrupted; InMeds development collaborators may become unavailable; InMed may not be able to advance its other product candidates on a timely basis, or at all; regulatory filings may not be filed or approved on a timely basis, or at all; clinical trials may not proceed as anticipated; economic or market conditions may worsen; InMeds may not be able to successfully access the capital required to fully develop its programs; and InMed may not be able to provide new therapeutic alternatives that benefit patients via cannabinoid-based medicines. A more complete discussion of the risks and uncertainties facing InMed is disclosed in InMeds most recent Annual Information Form and other continuous disclosure filed with Canadian securities regulatory authorities on SEDAR at www.sedar.com.
All forward-looking information herein is qualified in its entirety by this cautionary statement, and InMed disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.
NEITHER THE TORONTO STOCK EXCHANGE NOR ITS REGULATIONS SERVICES PROVIDER HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.