Current Report Filing (8-k)
September 13 2021 - 8:01AM
Edgar (US Regulatory)
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2021-09-10
2021-09-10
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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): September 10, 2021
INMED
PHARMACEUTICALS INC.
(Exact
Name of Company as Specified in Charter)
British
Columbia
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001-39685
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98-1428279
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
|
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(IRS
Employer
Identification
No.)
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InMed
Pharmaceuticals Inc.
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Suite
310 - 815 W. Hastings Street,
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|
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Vancouver,
B.C.
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Canada
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V6C
1B4
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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):
☐
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Shares, no par value
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INM
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The
Nasdaq Stock Market LLC
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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
September 10, 2021, InMed Pharmaceuticals Inc. (“InMed” or the “Company”) and InMed LLC (“Merger Sub”),
InMed’s wholly-owned subsidiary, entered into an agreement and plan of reorganization (the “Agreement”) with BayMedica,
Inc. (“BayMedica”), BM REP, LLC, as the stockholder representative, and certain BayMedica stockholders, pursuant to which
the Company will acquire all of BayMedica’s outstanding shares of common stock. Upon the terms and subject to the conditions of
the Agreement, BayMedica will merge with and into Merger Sub, with Merger Sub continuing as the surviving company (the “Merger”).
Under
the terms of the Agreement, at closing of the Merger (the “Closing”), 1.78 million of InMed’s common shares will be
issued to BayMedica’s equity and convertible debt holders with any such issued InMed common shares being subject to a six-month
contractual hold period. The total number of InMed common shares issuable in the Merger may be reduced in the event that BayMedica’s
net liabilities exceed a negotiated threshold following completion of a financial review of BayMedica’s closing balance sheet.
The Agreement further provides that 470,000 of the InMed common shares issuable on Closing will be held in escrow, subject to cancellation,
to satisfy certain potential post-Closing indemnification and other claim(s) that InMed may have under the Agreement in the six- and
twelve-month period following the Closing. In addition, BayMedica’s equity and debt holders would receive Series A warrants to
acquire up to 800,000 common shares of InMed, priced at 125% of the 20-day volume-weighted average closing price of the InMed common
shares on Nasdaq prior to the third business day before Closing (the “Deal Share Price”), and Series B warrants (collectively
with Series A warrants, the “Warrants”) to acquire up to 800,000 common shares of InMed, priced at 200% of the Deal Share
Price. Each Warrant is exercisable for one common share. The Warrants cannot be exercised cashless unless being exercised in connection
with a change of control of the Company or in connection with a call by the Company. The Warrants will be exercisable beginning six months
after the Closing and will expire five years from the Closing. The Closing is subject to various customary closing conditions.
The
Company has agreed to file a resale registration statement under the Securities Act to permit the public resale of InMed common shares
issued or issuable pursuant to the Agreement and the Warrants no later than 120 days following the Closing.
Item
3.02. Unregistered Sales of Equity Securities.
The
description of the consideration to be issued to BayMedica’s equity and convertible debt holders in Item 1.01 of this Report is
incorporated by reference into this Item 3.02. The common shares will be issued pursuant to an exemption from registration under Section
4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), which exempts transactions by an issuer not involving
any public offering.
Item
7.01. Regulation FD Disclosure.
On
September 13, 2021, the Company issued a press release announcing entering into the Agreement. 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.
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INMED
PHARMACEUTICALS INC.
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Date:
September 13, 2021
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By:
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/s/
Eric A. Adams
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Eric
A. Adams
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President
and Chief Executive Officer
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3
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