United States securities and exchange commission logo

                                May 11, 2020

       Eric A. Adams
       President and Chief Executive Officer
       InMed Pharmaceuticals Inc.
       Suite 310-815 W. Hastings Street
       Vancouver, B.C. V6C 1B4

                                                        Re: InMed
Pharmaceuticals Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted April 13,
                                                            CIK No. 0001728328

       Dear Mr. Adams:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional

       Draft Registration Statement on Form S-1 submitted April 13, 2020

       Cover page

   1.                                                   We note your disclosure
that you have applied to list your common shares on the Nasdaq
                                                        Capital Market and on
page 12 that there can be no assurance that Nasdaq will approve
                                                        your listing
application. Please clarify whether the offering is contingent upon receiving
                                                        Nasdaq listing
approval, and if it is not, please revise your disclosure to clarify this fact.
 Eric A. Adams
FirstName LastNameEric A. Adams
InMed Pharmaceuticals Inc.
Comapany NameInMed Pharmaceuticals Inc.
May 11, 2020
May 11, 2020 Page 2
Page 2
FirstName LastName
Prospectus Summary
Overview, page 2

2.       We note your disclosure that your approach leverages on the history of
health benefits
         attributed to the cannabis plant and applies tried, tested and true
pharmaceutical drug
         development discipline to establish individual cannabinoid compounds
as clinically-
         proven, FDA-approved medicines. Please place your disclosure in
appropriate context by
         disclosing that the U.S. Food and Drug Administration (FDA) has, to
date, not approved
         any marketing application for cannabis for the treatment of any
disease or condition and
         has approved only one cannabis-derived and three cannabis-related drug
         Additionally, please revise your disclosure to remove any implication
that you are
         presently successful or are likely to be successful in securing
marketing approval for any
         of your product candidates. Please make similar revisions to your
statement on page 6
         that you have the internal capabilities to design and execute,
together with multiple
         external vendors, the preclinical data sets and clinical studies
required to advance
         pharmaceutical drugs towards FDA approval and, ultimately,
3.       We note your disclosure that you are developing a proprietary
biosynthesis manufacturing
         technology to facilitate access to rare cannabinoids that are
otherwise not available at
         commercial scale and low cost. Please balance this disclosure with a
discussion of the
         risks and challenges you face in manufacturing pharmaceutical-grade
cannabinoids, such
         as the need to scale up manufacturing capacity from current limited
levels, as discussed on
         page 42.
4.       We refer to your development programs table on pages 3 and 67. You may
describe the
         results of preclinical studies in your narrative disclosure with full
and proper context with
         respect to the objective observations of such studies; however, it is
inappropriate to
         present preclinical studies as establishing proof-of-concept for your
product candidates.
         Please remove this text from the table. We also note your inclusion of
"Additional Uses of
         Rare Cannabinoids." Please revise your table to identify the specific
product candidates
         and indications. If you have not yet identified specific product
candidates or the
         indications which they will treat, please remove reference to such
programs from your
         table as such information is premature for inclusion in your Summary
         Similarly, please revise your table to identify dermatology indication
#2 and ocular
         indication #2.
5.       We refer to your development programs table on pages 3 and 67. Please
include a column
         for each of Phase 1, Phase 2 and Phase 3. Additionally, please revise
your clinical
         development table on pg. 95 to make it clear that you will need to
complete Phase 3
         clinical trials.
 Eric A. Adams
FirstName LastNameEric A. Adams
InMed Pharmaceuticals Inc.
Comapany NameInMed Pharmaceuticals Inc.
May 11, 2020
Page 3
May 11, 2020 Page 3
FirstName LastName
6.       We note your statement on page 3 that you have "no relationship with
the Cannabis
         plant." However, your risk factor disclosure on page 28 indicates that
your product
         candidates contain substances related to the Cannabis plant and may
therefore be
         classified as "controlled substances" and that their regulatory
approval may generate
         public controversy. Please reconcile your disclosure.
7.       We note your statements on pages 4 and 69 that "THC and CBD have
         therapeutic benefits in certain instances." Given that it is within
the sole authority of the
         FDA or similar foreign regulator to determine the efficacy of a drug
and that efficacy is
         determined by reference to the indication being treated, the statement
THC and CBD have
         established therapeutic benefits in certain instances is not
appropriate. Please delete these
         statements. You may replace these statements with a description of a
publicly available
         clinical trial conducted to assess efficacy and the resulting data.
The accompanying
         disclosures should identify the party performing the trial and include
the number of
         participants and dosing information but should not draw conclusions
about efficacy from
         the data. Additionally, we note your disclosure that you have
completed more than 30
         pharmacology and toxicology studies to investigate the effects of CBN.
Please place this
         selected disclosure in its proper context by revising your Summary
disclosure to make it
         clear that your clinical data to date is limited to a small number of
healthy subjects.
INM-755 in Dermatology, page 4

8.       We note your statement that findings from several toxicology studies
support the safety of
         CBN for continued clinical development. As safety is a determination
that is solely within
         the authority of the FDA and comparable foreign regulators and is
assessed throughout all
         phases of clinical trials, it is inappropriate to state or imply that
your product candidates
         will be determined to be safe. Please revise your disclosure to remove
such implication
         here and throughout your registration statement, e.g., on page 74
where you state CBN has
         demonstrated several compelling pharmacological, toxicological and
commercial features,
         including unique safety properties.
Regulatory and Patent Strategy, page 5

9.       Please expand this discussion to explain how this strategy
differentiates you from
Risks Related to our Business, page 8

10.      Please expand the bullet point on the top of page 8 to highlight the
risks related to the
         current status of your patent portfolio.
Use of Proceeds, page 47

11.      Please revise the discussion to identify the stage of development you
expect to achieve
         with the proceeds of the offering for INM-755 and INM-088. To the
extent you expect to
         begin a particular stage of development but do not expect to complete
it, please indicate
 Eric A. Adams
FirstName LastNameEric A. Adams
InMed Pharmaceuticals Inc.
Comapany NameInMed Pharmaceuticals Inc.
May 11, 2020
May 11, 2020 Page 4
Page 4
FirstName LastName
         that you will need to raise additional funding to complete that stage
of development.
Our Product Candidates and Technologies
Key Milestones, page 78

12.      We note your disclosure on page 78 that you have entered into various
         with University of British Columbia. In your Business section, please
include a
         description of the material terms of the agreements, including rights
         obligations, financial terms including amounts paid to date, aggregate
milestone amounts
         to be paid or received, the royalty range and term, as applicable,
term and termination
         provisions. With regard to the royalty range, please disclose a
royalty range of not more
         than 10 percentage points.
Research and Development Pipeline of Therapeutic Drug Candidates
INM-755 for the Treatment of EB, page 80

13.      We note your statements that "[i]t is well documented that
phytocannabinoids, or plant-
         derived cannabinoid compounds, have unique anti-inflammatory,
analgesic and wound
         healing promoting properties via several mechanisms" and that your
"preclinical research
         has identified a specific cannabinoid, CBN, that may prove beneficial
to patients." These
         statements imply efficacy and are presented as a conclusion. Please
remove these and
         similar statements throughout the registration statement. Revise your
disclosure to present
         balanced data from your trials stating the actual results observed and
quantifying the
         results as necessary.
14.      We note that CBN was studied in a panel of cannabinoids to determine
its ability to
         regulate keratin expression and that CBN induced a "statistically
significant" upregulation
         of K15 in 2 of the 3 experiments. Please indicate the p-value by which
you measured
         statistical significance and explain how p-value is used to measure
statistical significance.
         Please also revise to state whether the results observed in the other
preclinical studies
         presented in the section were statistically significant.
Summary of Contemplated Clinical Development Plans, page 94

15.      We note that all subjects in this first clinical trial completed
treatment and evaluations by
         March 27, 2020. For each your completed and contemplated clinical
trials, please
         disclose the scope and size; dosage and duration; and if applicable,
the actual results
INM-088 for the Treatment of Glaucoma, page 98

16.      We note that the preclinical trials discussed in this section provide
results without
         providing proper context for such results. For each of the preclinical
trials discussed in
         this section, please disclose the scope and size; dosage and duration;
and actual results
 Eric A. Adams
InMed Pharmaceuticals Inc.
May 11, 2020
Page 5
Intellectual Property, page 107

17.    As to your material patents, clarify whether you directly own or license
the patents and
       patent applications. If licensed from a third party, please identify the
third party.
       Additionally, for each material patent, please identify all applicable
jurisdictions where
       patents are granted or patent applications are pending, disclose the
scope of patent of
       protection (e.g., composition of matter, use, or process) and patent
Material United States Federal Income Tax Considerations, page 138

18.    Please revise to clearly state that the disclosure in this section is
the opinion of the
       respective counsels, and revise to remove language stating that
"generally" certain tax
       consequences will apply and express a firm opinion for each material tax
consequence or
       explain why such an opinion cannot be given.

19.    Please supplementally provide us with copies of all written
communications, as defined in
       Rule 405 under the Securities Act, that you, or anyone authorized to do
so on our behalf,
       present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
       not they retain copies of the communications.
       You may contact Ibolya Ignat at 202-551-3636 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jeffrey Gabor at 202-551-2544 or Christine Westbrook at 202-551-5019
with any other

FirstName LastNameEric A. Adams
                                                             Division of
Corporation Finance
Comapany NameInMed Pharmaceuticals Inc.
                                                             Office of Life
May 11, 2020 Page 5
cc:       Daniel M. Miller, Esq.
FirstName LastName