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): February 5, 2021

INMED PHARMACEUTICALS INC.

(Exact Name of Company as Specified in Charter)

Company’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 (see General Instruction A.2. below):

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

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.

On February 5, 2021, InMed Pharmaceuticals Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with eleven institutional accredited investors (the “Investors”) providing for the issuance and sale by the Company (the “Offering”) of approximately $4.5 million of units (the “Units”) consisting of (i) common shares of the Company (the “Shares”) and (ii) 0.66 of a warrant to purchase common shares of the Company (the “Warrants”), each whole Warrant being exercisable for common shares (the “Warrant Shares”). The Warrants have an exercise price equal to $4.85 and contain cashless exercise provisions upon the occurrence of certain events. Each Warrant will be exercisable six months following the closing date of the Offering, and will expire five and a half years from the closing date of the Offering  The closing of the sale of these securities is expected to take place on or about February 12, 2021, subject to customary closing conditions.

The Company estimates that the net proceeds from the Offering will be approximately $4.0 million.  The net proceeds received by the Company from the Offering will be used for general corporate purposes, including working capital.

The exercise price of the Warrants is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions.  

Subject to limited exceptions, holders of shares of Preferred Stock will not have the right to exercise the Warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (9.99% at the election of the holder) of the number of common shares of the Company outstanding immediately after giving effect to its conversion.

The Units will be issued and sold without registration under the Securities Act of 1933 (the “Securities Act”) in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state securities laws.  Accordingly, the Investors may exercise the Warrants and sell the Warrant Shares and the Shares only pursuant to an effective registration statement under the Securities Act of 1933 covering the resale of those shares, an exemption under Rule 144 under the Securities Act or another applicable exemption under the Securities Act.  Pursuant to a Registration Rights Agreement, dated February 5, 2021, by and between the Company and the Investors (the “Registration Rights Agreement”), the Company has agreed to file one or more registration statements with the SEC covering the resale of the Shares and the Warrant Shares

In connection with the Offering, on February 5, 2021, the Company entered into a Placement Agency Agreement (the “Placement Agency Agreement”) with Roth Capital Partners, LLC (the “Placement Agent”) pursuant to which the Placement Agent agreed to act as the Company’s exclusive placement agent for the Offering.

The Placement Agent did not purchase or sell any securities, nor is it required to arrange the purchase or sale of any minimum number or dollar amount of securities.  The Placement Agent agreed to use its reasonable best efforts to arrange for the sale of all of the securities being offered in the Offering.  The Placement Agent will be paid a cash fee equal to eight percent of the gross proceeds received by the Company from the sale of the Units at the closing of the Offering and will also receive reimbursement of its expenses, which will not exceed $40,000.  

The Placement Agency Agreement and forms of the Purchase Agreement, the Registration Rights Agreement and the Warrant are filed hereto as Exhibits 10.1, 10.2, 10.3 and 4.1, respectively, to this Current Report on Form 8-K.  The foregoing summaries of the terms of these documents are subject to, and qualified in their entirety by, such documents attached hereto, which are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On February 5, 2021, the Company issued a press release announcing its entrance into the Securities Purchase Agreements. 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.

(d) Exhibits:

The following exhibits shall be deemed to be furnished, and not filed:

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.

3