InMed Pharmaceuticals Announces $5 Million Registered Direct and Private Placement Offerings Priced At-The-Market Under Nasdaq Rules
June 02 2022 - 8:00AM
InMed Pharmaceuticals Inc. (“
InMed” or the
“
Company”) (
Nasdaq: INM), a
leader in the research, development, manufacturing and
commercialization of rare cannabinoids, today announced that it has
entered into securities purchase agreements with a single
healthcare-focused institutional investor for the issuance and sale
of 4,079,256 of its common shares at a purchase price of $0.858 per
share (or pre-funded warrant in lieu thereof) in a registered
direct offering priced at-the-market under Nasdaq rules. In a
concurrent private placement, InMed has also agreed to issue and
sell to the investor 1,748,250 common shares (or pre-funded warrant
in lieu thereto) at the same purchase price as in the registered
direct offering. In addition, the Company has agreed to issue to
the investor in the offerings unregistered preferred investment
options (the “investment options”) to purchase up to an aggregate
of 5,827,506 common shares. The aggregate gross proceeds to the
Company of both offerings are expected to be approximately $5
million. The offerings are expected to close on or about June 6,
2022, subject to the satisfaction of customary closing conditions.
The Company intends to use the net proceeds from the offerings to
continue pipeline development, advance commercial activities and
for general working capital purposes.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offerings.
The unregistered investment options to be issued
in the offerings will be exercisable immediately upon issuance at
an exercise price of $0.74 per share and will expire six and
one-half years from the date of issuance.
The Company also has agreed that certain
existing warrants to purchase up to an aggregate of 4,480,771
common shares of the Company that were previously issued to the
investor, with exercise prices ranging from $2.848 to $5.11 per
share and expiration dates ranging from July 2, 2026 to November
16, 2026, will be amended effective upon the closing of the
registered direct offering so that the amended warrants will have a
reduced exercise price of $0.74 per share, will not be exercisable
until six months following the closing of the registered direct
offering and will expire seven years following the closing of the
registered direct offering.
The common shares, pre-funded warrants and
common shares underlying the pre-funded warrants (but excluding the
common shares and pre-funded warrants sold in the private placement
and the investment options and the common shares underlying the
investment options sold in the offerings) are being offered and
sold by InMed pursuant to a “shelf” registration statement on Form
S-3 (333-262532), including a base prospectus, previously filed
with the Securities and Exchange Commission (SEC) on February 4,
2022 and declared effective by the SEC on February 11, 2022. The
offering of the common shares and the pre-funded warrants to be
issued in the registered direct offering are being made only by
means of a prospectus supplement that forms a part of the
registration statement. A final prospectus supplement and an
accompanying base prospectus relating to the registered direct
offering will be filed with the SEC and will be available at the
SEC’s website located at http://www.sec.gov. Electronic copies of
the prospectus supplement and the accompanying base prospectus may
also be obtained from H.C. Wainwright & Co., LLC at 430 Park
Avenue, 3rd Floor, New York, New York 10022, by phone at (212)
856-5711 or e-mail at placements@hcwco.com.
The unregistered common shares, pre-funded
warrants and investment options sold in the offerings described
above were offered in a private placement under Section 4(a)(2) of
the Securities Act of 1933, as amended (the “Act”) and Regulation D
promulgated thereunder and, along with the common shares underlying
the pre-funded warrants and investment options, have not been
registered under the Act or applicable state securities laws.
Accordingly, the common shares, the pre-funded warrants, the
investment options and the common shares underlying the pre-funded
warrants and investment options may not be offered or sold in the
United States absent registration with the SEC or an applicable
exemption from such registration requirements. The securities were
offered only to an accredited investor. Pursuant to a registration
rights agreement with the investor, the Company has agreed to file
one or more registration statements with the SEC covering the
resale of the unregistered common shares and the shares issuable
upon exercise of the unregistered pre-funded warrants and
investment options.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities,
nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About InMed: InMed
Pharmaceuticals is a global leader in the research, development,
manufacturing and commercialization of rare cannabinoids. Together
with its subsidiary BayMedica LLC, the Company has unparalleled
cannabinoid manufacturing capabilities to serve a spectrum of
consumer markets, including pharmaceutical and health and wellness.
InMed is also a clinical-stage company developing a pipeline of
rare cannabinoid therapeutics and dedicated to delivering new
treatment alternatives to patients that may benefit from
cannabinoid-based pharmaceutical drugs. For more information,
visit www.inmedpharma.com and www.baymedica.com.
Investor Contact: Colin ClancyVice President,
Investor RelationsT: +1.604.416.0999E: cclancy@inmedpharma.com
Cautionary Note Regarding Forward-Looking
Information:
This news release contains "forward-looking
information" and "forward-looking statements" (collectively,
"forward-looking information") within the meaning of applicable
securities laws. Forward-looking information is based on
management's current expectations and beliefs and is subject to a
number of risks and uncertainties that could cause actual results
to differ materially from those described in the forward-looking
statements. Forward-looking information in this news release
includes statements about: the closing of the offerings; the use of
the net proceeds of the offerings; the filing of a final prospectus
supplement and an accompanying base prospectus relating to the
registered direct offering with the SEC; the filing of a
registration statement by InMed with the SEC covering the resale of
the unregistered common shares and the shares issuable upon
exercise of the unregistered pre-funded warrants and investment
options; being a global leader in the research, development,
manufacturing and development of rare cannabinoids; and delivering
new treatment alternatives to patients that may benefit from
cannabinoid-based pharmaceutical drugs.
With respect to the forward-looking information
contained in this news release, InMed has made numerous assumptions
regarding, among other things: the ability to obtain all necessary
regulatory approvals on a timely basis, or at all; the closing of
the offering on a timely basis on the terms described herein, or at
all; and continued economic and market stability. While InMed
considers these assumptions to be reasonable, these assumptions are
inherently subject to significant business, economic, competitive,
market and social uncertainties and contingencies.
Additionally, there are known and unknown risk
factors which could cause InMed's actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking information contained herein. A complete discussion
of the risks and uncertainties facing InMed’s stand-alone business
is disclosed in InMed’s Annual Report on Form 10-K and other
filings with the Security and Exchange Commission on
www.sec.gov.
All forward-looking information herein is
qualified in its entirety by this cautionary statement, and InMed
disclaims any obligation to revise or update any such
forward-looking information or to publicly announce the result of
any revisions to any of the forward-looking information contained
herein to reflect future results, events or developments, except as
required by law.
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