InMed Pharma Amends 10-K, Discloses Board & Executive Details

TL;DR

**InMed's 10-K/A is a necessary but overdue disclosure of basic governance, signaling a potential lack of proactive compliance that investors should scrutinize.**

AI Summary

InMed Pharmaceuticals Inc. filed a 10-K/A Amendment No. 1 on October 24, 2025, to include previously omitted Part III information (Items 10-14) and new certifications for its principal executive and financial officers. The original Form 10-K for the fiscal year ended June 30, 2025, was filed on September 23, 2025. This amendment clarifies that the company will not file a definitive proxy statement within 120 days of its fiscal year-end, necessitating the direct inclusion of details on directors, executive compensation, security ownership, related transactions, and accounting fees. The company's aggregate market value of voting and non-voting common equity held by non-affiliates was $3,316,582 as of December 31, 2024, with 2,384,186 common shares outstanding on September 17, 2025. The filing details the composition of its independent Board of Directors, including Eric A. Adams (President & CEO), Nicole Lemerond, Bryan Baldasare, and Andrew Hull, and outlines the roles of its Audit, Compensation, and Governance and Nomination Committees. Key executive officers include Netta Jagpal (CFO), Michael Woudenberg (COO), and Eric Hsu (SVP, Preclinical R&D).

Why It Matters

This 10-K/A filing provides crucial transparency for investors by detailing InMed Pharmaceuticals' corporate governance, executive compensation, and related party transactions, information typically found in a proxy statement. The disclosure of the board's independence, particularly Bryan Baldasare as an 'audit committee financial expert,' enhances investor confidence in financial oversight. For employees and customers, a stable and transparent leadership structure, as outlined, can signal corporate stability. In a competitive biotech landscape, clear governance practices are vital for attracting and retaining capital, especially for a company with a non-affiliate market value of $3,316,582.

Risk Assessment

Risk Level: medium — The risk level is medium because the company initially omitted critical Part III information from its original 10-K, relying on a proxy statement that was not subsequently filed within the 120-day deadline. This procedural misstep, requiring an amendment, suggests potential weaknesses in internal controls or regulatory compliance processes, despite the eventual disclosure. The aggregate market value of non-affiliate common equity at $3,316,582 also indicates a relatively small market capitalization, which can be associated with higher volatility and less institutional oversight.

Analyst Insight

Investors should review the newly disclosed Part III information carefully, particularly executive compensation and related party transactions, to understand the full governance picture. While the amendment provides necessary transparency, the initial omission warrants further due diligence into InMed's operational and compliance rigor before making investment decisions.

Executive Compensation

Key Numbers

• $3.32M — Aggregate market value of non-affiliate common equity (as of December 31, 2024, indicating a smaller market capitalization)
• 2.38M — Common shares outstanding (as of September 17, 2025)
• 120 days — Deadline for proxy statement filing (reason for 10-K/A filing due to non-compliance)
• 4 — Audit Committee meetings (during the fiscal year ended June 30, 2025)
• 2025-06-30 — Fiscal year-end (period covered by the 10-K/A)

Key Players & Entities

• InMed Pharmaceuticals Inc. (company) — registrant
• Eric A. Adams (person) — President & CEO, Director
• Netta Jagpal (person) — Chief Financial Officer
• Michael Woudenberg (person) — Chief Operating Officer
• Eric Hsu (person) — Senior Vice President, Preclinical Research & Development
• Andrew Hull (person) — Director, Chair of the Board, Chair of Governance and Nomination Committee
• Nicole Lemerond (person) — Director, Chair of Compensation Committee
• Bryan Baldasare (person) — Director, Chair of Audit Committee, Audit Committee Financial Expert
• Securities and Exchange Commission (regulator) — filing oversight
• Nasdaq Capital Market (regulator) — exchange where common stock is registered

FAQ

Industry Context

InMed Pharmaceuticals operates in the highly competitive biopharmaceutical industry, focusing on the development of novel therapeutics. This sector is characterized by significant research and development costs, long product development cycles, and stringent regulatory hurdles. Companies like InMed face intense competition from both established pharmaceutical giants and other emerging biotechnology firms vying for market share and investment capital.

Regulatory Implications

As a biopharmaceutical company, InMed is subject to extensive regulation by bodies such as the FDA. The 10-K/A filing itself highlights a compliance issue related to proxy statement deadlines, indicating potential areas for internal control improvements. Delays or failures in regulatory approval processes for its drug candidates represent a significant risk.

What Investors Should Do

1. Review the rationale for the 10-K/A filing.
2. Analyze the composition and independence of the Board of Directors and its committees.
3. Monitor future executive compensation disclosures.

Key Dates

• 2025-09-23: Original Form 10-K filed for fiscal year ended June 30, 2025 — Established the initial reporting for the fiscal year.
• 2025-10-24: Amendment No. 1 (10-K/A) filed — Included previously omitted Part III information and new certifications, necessitated by not filing a definitive proxy statement within 120 days of fiscal year-end.
• 2024-12-31: Aggregate market value of non-affiliate common equity calculated — Indicates the company's market capitalization at that point in time.
• 2025-06-30: Fiscal year-end — The period covered by the financial statements in the 10-K/A.
• 2025-09-17: Common shares outstanding recorded — Provides a snapshot of the company's share count.

Glossary

10-K/A

An amendment to a Form 10-K, which is an annual report required by the U.S. Securities and Exchange Commission (SEC) that provides a comprehensive summary of a company's financial performance. (This filing is an amendment to InMed's annual report, indicating a need to correct or supplement previously filed information.)

Definitive Proxy Statement

A document filed with the SEC that contains information that security holders must be provided before a shareholder meeting, including details on director nominees, executive compensation, and other corporate governance matters. (Failure to file this within 120 days of fiscal year-end triggered the requirement for InMed to include Part III information directly in its 10-K/A.)

NEO (Named Executive Officer)

Refers to the principal executive officer and the two most highly compensated executive officers (other than the principal executive officer) of a company. (This term is used in the context of discussing executive compensation for the fiscal year ended June 30, 2025.)

Compensation Securities

Includes stock options, convertible securities, exchangeable securities, and similar instruments granted or issued by the company for services. (This term is relevant to understanding the components of executive compensation, particularly equity-based incentives.)

Emerging Growth Company

A designation under the JOBS Act for companies with less than $1.235 billion in annual gross revenue, allowing for scaled disclosure requirements. (InMed qualifies as an emerging growth company, which impacts certain reporting and disclosure obligations, including executive compensation.)

Year-Over-Year Comparison

This filing is an amendment to the original 10-K, primarily to include Part III information that was omitted due to the company not filing its definitive proxy statement within the required timeframe. Therefore, a direct comparison of key financial metrics like revenue or net income to a prior year's filing is not possible based on this amendment alone. The amendment focuses on corporate governance, director and executive information, and related disclosures rather than updated financial performance figures.

Key Financial Figures

• $300 Million — products, and grew its revenues to over $300 Million. Mr. Baldasare is currently the CFO at
• $3 billion — ment of Takeda's U.S. portfolio of over $3 billion and led partnering activities including

Filing Documents

• ea0262392-10ka1_inmed.htm (10-K/A) — 324KB
• ea026239201ex31-1_inmed.htm (EX-31.1) — 4KB
• ea026239201ex31-2_inmed.htm (EX-31.2) — 4KB
• 0001213900-25-102157.txt ( ) — 675KB
• inm-20250630.xsd (EX-101.SCH) — 3KB
• inm-20250630_lab.xml (EX-101.LAB) — 1KB
• inm-20250630_pre.xml (EX-101.PRE) — 1KB
• ea0262392-10ka1_inmed_htm.xml (XML) — 8KB

Executive Compensation

Executive Compensation 5 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 20 Item 13. Certain Relationships and Related Transactions, and Director Independence 23 Item 14. Principal Accounting Fees and Services 24 Part IV 25 Item 15. Exhibits and Financial Statement Schedules 25

Signatures

Signatures 26 i PART III

DIRECTORS, EXECUTIVE OFFICERS AND

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table and notes thereto sets forth the name of each person that serves as a director as of June 30, 2025, the municipality in which they are ordinarily resident, all offices of the Company held by them, and the period of time for which they have been a director of the Company: Name and Address of Nominee and Present Position with Company Principal Occupation During the Last Five Years Director Since Andrew Hull (2) (3) (4) (5) (6) Illinois, USA Director Takeda Pharmaceuticals - Head of Global Alliances, (April 2014 – April 2018), Head of Global Alliance Management (June 2008 – April 2014), SVP of Marketing (February 2006 – June 2008); Former Chairman, Illinois Biotechnology Innovation Organization (2 terms); former member of Kenyon College Board of Trustees; Director of Zucara Therapeutics (March 2019 – March 2020). September 12, 2016 Nicole Lemerond (2) (3) (4) (5) New York, USA Director Director of GeoVax Labs (August 2022 - present); Director of MediciNova (August 2023 - present); Managing Partner of NV Capital (February 2010 - August 2022). August 8, 2022 Bryan Baldasare (2) (3) (4) (5) Ohio, USA Director Vice President, Chief Financial Officer and Treasurer, Hilltop Basic Resources, Inc. (January 2022 to present). Meridian Bioscience, Inc. (April 2000 to December 2021) — EVP, CFO and Secretary (October 2019 to December 2021), SVP, Interim CFO, Corporate Controller and Treasurer (July 2019 to September 2019), SVP, Corporate Controller and Treasurer (January 2018 to June 2019). May 12, 2022 Eric. A. Adams (1) British Columbia, Canada President & CEO Director President and Chief Executive Officer & Director of the Company (June 2016 - present). June 16, 2016 Notes: (1) Not an independent director because he is the Chief Executive Officer of the Company. (2) Independent director. (3) Denotes member of the Audit Committee. Mr. Baldasare is th

EXECUTIVE COMPENSATION

ITEM 11. EXECUTIVE COMPENSATION This Compensation Discussion and Analysis describes the objectives and design of the Company's compensation program for the 2025 NEOs, who are as follows: Eric A. Adams President and Chief Executive Officer Netta Jagpal Chief Financial Officer Mike Woudenberg Chief Operating Officer Eric Hsu Senior Vice President, Preclinical Research & Development Compensation Discussion and Analysis General The Company is committed to growing its business over the long-term. As a result of the competitive nature of the industry in which the Company operates, executives have significant career mobility and as a result, the competition for experienced executives is intense. The existence of this competition and the need for talented and experienced executive officers to realize the Company's business objectives underlies the design and implementation of the Company's compensation programs. At the same time, the Company seeks to keep its approach to compensation simple and streamlined to reflect the growing but still relatively small size of the Company. 5 For the purpose of this Statement of Executive Compensation: "compensation securities" includes stock options, convertible securities, exchangeable securities and similar instruments granted or issued by the Company or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries; "NEO" or "named executive officer" means, as an "emerging growth company," as such term is defined in the rules promulgated under the U.S. Securities Act of 1933, as amended, (i) each individual who served as the Company's principal executive officer during the fiscal year ended June 30, 2025, (ii) the Company's two most highly compensated executive officers (other than the principal executive officer) in respect of their service to the Company for fiscal year 2025, who were serving as executive officers of the Company on June 30, 20

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View this 10-K/A filing on SEC EDGAR