InMed Seeks Shareholder Nod for Major Equity Issuance, Virtual AGM Set

TL;DR

**INM is asking shareholders to greenlight massive dilution, which is a red flag for current investors.**

AI Summary

InMed Pharmaceuticals Inc. (INM) is holding its Annual General and Special Meeting virtually on December 17, 2025, to address several key items, including the election of five directors and the re-appointment of CBIZ CPAs P.C. as its auditor. A critical proposal for shareholders is the approval of a potential issuance of 20% or more of the Company's issued and outstanding common shares, as of December 13, 2024, under a standby equity purchase agreement with YA II PN, Ltd. dated December 13, 2024, and amended on June 13, 2025. This issuance is subject to Nasdaq Listing Rules 5635(d) and 5635(b). As of the record date, October 22, 2025, InMed had 2,804,186 Common Shares issued and outstanding. The company is utilizing notice-and-access provisions to distribute meeting materials, emphasizing a commitment to shareholder participation through a virtual format.

Why It Matters

This DEF 14A filing is crucial for InMed Pharmaceuticals investors as it outlines a potential significant dilution event. The approval to issue 20% or more of outstanding common shares via a standby equity purchase agreement with YA II PN, Ltd. could substantially impact per-share value and ownership percentages. For employees and customers, this financing mechanism suggests the company is shoring up capital, which could support ongoing operations and R&D, but also signals potential financial strain. In a competitive biotech landscape, securing funding is vital, but the method chosen here could be viewed negatively by the market, potentially affecting INM's stock price and future fundraising efforts.

Risk Assessment

Risk Level: high — The filing explicitly states a proposal 'to approve the potential issuance of 20% or more of the Company's issued and outstanding common shares' pursuant to a standby equity purchase agreement. This level of potential dilution, exceeding 20% of the 2,804,186 Common Shares outstanding as of October 22, 2025, represents a significant risk to existing shareholder value and could depress the stock price.

Analyst Insight

Investors should carefully review the implications of the proposed 20%+ share issuance and consider voting against it if they are concerned about dilution. Evaluate the company's financial health and strategic use of capital before the December 17, 2025 meeting.

Key Numbers

• 2,804,186 — Common Shares Outstanding (As of the record date, October 22, 2025, each shareholder gets one vote per share.)
• 20% — Potential Share Dilution (Shareholders are asked to approve the issuance of 20% or more of outstanding common shares, which could significantly dilute existing holdings.)
• December 17, 2025 — Annual Meeting Date (The virtual meeting where key proposals, including director elections and share issuance, will be voted on.)
• October 22, 2025 — Record Date (Shareholders of record on this date are entitled to vote at the Annual Meeting.)
• June 30, 2025 — Fiscal Year End (The period for which audited consolidated financial statements will be received at the meeting.)

Key Players & Entities

• InMed Pharmaceuticals Inc. (company) — Registrant and Company for the DEF 14A filing
• YA II PN, Ltd. (company) — Party to the standby equity purchase agreement
• CBIZ CPAs P.C. (company) — Auditor/independent registered public accounting firm to be re-appointed
• Eric A. Adams (person) — President & Chief Executive Officer of InMed Pharmaceuticals Inc.
• Odyssey Trust Company (company) — Transfer agent for InMed Pharmaceuticals Inc.
• Nasdaq Capital Market (regulator) — Stock exchange where InMed's shares are listed
• SEC (regulator) — U.S. Securities and Exchange Commission
• 2,804,186 (dollar_amount) — Common Shares issued and outstanding as of October 22, 2025
• 20% (dollar_amount) — Minimum percentage of common shares potentially issued under the standby equity purchase agreement
• December 13, 2024 (date) — Date of the original standby equity purchase agreement

FAQ

Risk Factors

• Potential Share Dilution [high — financial]: Shareholders are asked to approve the potential issuance of 20% or more of the Company's issued and outstanding common shares as of December 13, 2024, under a standby equity purchase agreement. This issuance is subject to Nasdaq Listing Rules 5635(d) and 5635(b), indicating a significant potential dilution of existing shareholder equity.
• Nasdaq Listing Rule Compliance [medium — regulatory]: The proposed issuance of 20% or more of outstanding common shares requires shareholder approval to comply with Nasdaq Listing Rules 5635(d) and 5635(b). Failure to obtain approval could impact the company's listing status.

Industry Context

InMed Pharmaceuticals operates in the highly competitive biotechnology and pharmaceutical sector, focusing on developing cannabinoid-based therapies. The industry is characterized by long development cycles, significant R&D investment, and stringent regulatory hurdles. Companies often rely on strategic financing, including equity issuances, to fund clinical trials and operations, facing pressure to demonstrate clinical efficacy and navigate complex market access pathways.

Regulatory Implications

The proposed issuance of 20% or more of outstanding shares requires shareholder approval under Nasdaq Listing Rules 5635(d) and 5635(b). Failure to secure this approval could jeopardize the company's compliance with exchange listing requirements. Additionally, as a pharmaceutical company, InMed is subject to extensive FDA and other health authority regulations regarding drug development, clinical trials, and eventual market approval.

What Investors Should Do

1. Review the proposed share issuance details carefully.
2. Vote your proxy in advance of the December 17, 2025 meeting.
3. Assess the company's financial health and future prospects.

Key Dates

• 2025-12-17: Annual General and Special Meeting — Shareholders will vote on director elections, auditor re-appointment, and a significant share issuance proposal.
• 2025-10-22: Record Date — Establishes the list of shareholders entitled to vote at the Annual General and Special Meeting.
• 2024-12-13: Standby Equity Purchase Agreement Date — The initial date of the agreement that allows for a potential large issuance of common shares.
• 2025-06-13: Amendment to Standby Equity Purchase Agreement — Indicates modifications to the terms of the equity purchase agreement, potentially affecting the share issuance.
• 2025-06-30: Fiscal Year End — The end of the fiscal period for which audited consolidated financial statements will be presented at the meeting.
• 2025-11-03: Proxy Statement and Information Circular Dated — Marks the official release date of the materials detailing the meeting agenda and proposals for shareholders.

Glossary

Notice-and-Access Provisions

A regulatory framework allowing companies to reduce the volume of physical mailings by posting meeting materials online and notifying shareholders of their availability. (InMed is using this to distribute its proxy materials, aiming to reduce costs and environmental impact while ensuring shareholder access.)

Standby Equity Purchase Agreement

An agreement where an investor commits to purchase a certain amount of a company's stock over a period, often at the company's discretion, typically used for ongoing capital needs. (This agreement is central to the proposed share issuance, allowing InMed to potentially raise capital but also leading to significant dilution.)

Common Shares

The basic form of stock in a corporation, representing ownership and typically carrying voting rights. (The potential issuance of 20% or more of these shares is a key proposal for shareholder approval.)

Proxy

A document authorizing another person to act as one's agent, typically to vote shares at a shareholder meeting. (Shareholders are urged to submit proxies in advance to ensure their votes are counted, especially given the virtual meeting format.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (Shareholders as of October 22, 2025, are entitled to vote on the proposals at the December 17, 2025 meeting.)

Year-Over-Year Comparison

This filing indicates a significant shift in InMed's capital strategy compared to previous periods, with a proposal to issue a substantial percentage of its outstanding shares. While specific comparative financial metrics from prior filings are not detailed here, the focus on a large equity issuance suggests a need for substantial capital infusion, potentially to fund ongoing research and development or to meet operational expenses, which could signal a more challenging financial outlook or a strategic pivot.

Key Financial Figures

• $316,977 — endered legal services in the amount of $316,977 to the Company. During the twelve month
• $226,793 — endered legal services in the amount of $226,793, to the Company. These transactions wer
• $120,000 — s, in which the amount involved exceeds $120,000 and such person would have a direct or

Filing Documents

• ea0262858-def14a_inmed.htm (DEF 14A) — 610KB
• image_001.jpg (GRAPHIC) — 18KB
• image_002.jpg (GRAPHIC) — 743KB
• image_003.jpg (GRAPHIC) — 672KB
• sch_001.jpg (GRAPHIC) — 5KB
• 0001213900-25-104914.txt ( ) — 4540KB
• inm-20251031.xsd (EX-101.SCH) — 9KB
• inm-20251031_lab.xml (EX-101.LAB) — 33KB
• ea0262858-def14a_inmed_htm.xml (XML) — 1KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 INMED PHARMACEUTICALS INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11 INMED PHARMACEUTICALS INC. NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING AND MANAGEMENT INFORMATION CIRCULAR November 3, 2025 This proxy statement and management information circular is dated November 3, 2025, and is first being made available to shareholders on or about November 3, 2025. INMED PHARMACEUTICALS INC. Suite 1445 – 885 West Georgia St. Vancouver, British Columbia, Canada V6C 3E8 NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TAKE NOTICE that the annual general and special meeting (the " Meeting ") of the shareholders (the " Shareholders ") of INMED PHARMACEUTICALS INC. (" InMed " or the " Company ") will be held virtually on Wednesday, December 17, 2025, at 4:00 p.m., Pacific Standard Time, for the following purposes: 1. to receive the audited consolidated financial statements of the Company, together with the auditor's report thereon, for the year ended June 30, 2025; 2. to elect five (5) directors of the Company named in the accompanying proxy statement and management information circular (the " Information Circular ") to hold office until the next annual meeting of the Shareholders of the Company or until their successors are duly elected; 3. to re-appoint CBIZ CPAs P.C. as the auditor/independent registered public accounting firm of the Company for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors; 4. to approve the potential issuance of 20% or more of the Company's issued and outstanding common shares as of December 13, 2024 pursuant to the standby equity purchase agreement between the Company and YA II PN, Ltd. dated December 13, 2024, as amended on June 13, 2025, pursuant to Nasdaq Listing Rules 5635(d) and 5635(b); and 5. to transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof. The Company elected to conduct the Meeting virtually again this year, in order to maximize Shareholder attendance for those who would be unable to attend in person. The Meeting will be held in virtual only format, which will be conducted via telephone conference. You will not be able to attend the Meeting in person. All Shareholders, regardless of their geographic location, will have an equal opportunity to participate in the Meeting. We remain committed to ensuring that Shareholder meetings encourage Shareholder participation and engagement and to making the Meeting accessible and engaging for all involved. Registered Shareholders and validly appointed proxyholders can access the meeting by using the following dial-in details for the call: Canada - Toronto +1.647.932.3411 Canada - Toll-Free +1.800.715.9871 USA / International Toll +1.646.307.1963 USA - Toll-Free +1.800.715.9871 The Meeting will begin promptly at 4:00 p.m. Pacific Standard Time. Access to the Meeting will open 15 minutes prior to the start of the Meeting. We encourage you to access the Meeting in advance of the designated start time. Registered Shareholders and validly appointed proxyholders who attend the Meeting will have an equal opportunity to participate at the Meeting, regardless of their geographic location. As permitted by Canadian securities regulators and the U.S. Securities and Exchange Commission (" SEC "), the Company has elected to use notice-and-access provisions under National Instrument 54-101 and National Instrument 51-102 and applicable SEC rules (collectively, the " Notice and Access Provisions ") for this Meeting. Notice and Access Provisions are a set of rules developed by the Canadian Securities Administrators and the SEC that reduce the volume of materials that must be physically mailed to Shareholders by allowing the Company to post the Information Circular and any additional materials online. Under Notice and Access Provisions, instead of receiving printed copies of the Meeting materials, Shareholders will receive a Notice-and-Access notification/Notice of Internet Availability of proxy materials containing details of the Meeting date, login particulars and purpose, as well as informat

View Full Filing

View this DEF 14A filing on SEC EDGAR