Item 1.01 Entry into a Material Definitive Agreement.
On June 1, 2022, InMed Pharmaceuticals Inc. (the
“Company”) entered into two Securities Purchase Agreements (the “Purchase Agreements”) with an institutional accredited
investor (the “Investor”), providing for the issuance and sale of 4,079,256 of its common shares (or pre-funded warrants in
lieu thereof) at a purchase price of $0.858 per share in a registered direct offering priced at-the-market under Nasdaq rules, as well
as a concurrent private placement 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 (collectively, the “Offerings”). 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 investment options have an exercise price equal to $0.74 per share, will be exercisable
immediately, and will expire six and one-half years from the date of issuance. The aggregate gross proceeds to the Company of the Offerings
are expected to be approximately $5 million. The Company intends to use the net proceeds from the Offerings to continue pipeline development,
advance commercial activities and for general working capital purposes.
The Purchase Agreements also provide to the Investor
whose purchase of Shares in the Offerings would otherwise result in such purchaser’s beneficial ownership exceeding 4.99% (or, at
the election of the purchaser, 9.99%) (the “Beneficial Ownership Limitation”) of the Company’s outstanding common shares,
the pre-funded warrants in lieu of shares (the “Pre-Funded Warrants”), each Pre-Funded Warrant will be immediately exercisable
for one common share at an exercise price of $0.0001. The purchase price of each Pre-Funded Warrant is equal to $0.858 minus $0.0001.
The Pre-Funded Warrants may be exercised at any time until exercised in full. However, the Pre-Funded Warrants may not be exercised to
the extent that such exercise would cause the Investor and its affiliates to beneficially own in excess of the Beneficial Ownership Limitation.
The closing of the sale of these securities is expected to take place on or about June 6, 2021, subject to customary closing conditions.
The Company also entered into a warrant amendment
agreement (the “Warrant Amendment Agreement”) with the Investor. Under the Warrant Amendment Agreement, the Company agreed
to amend certain existing warrants to purchase up to 4,480,771 shares of common stock that were previously issued in 2020 and 2021 to
the Investor, with exercise prices ranging from $2.848 to $5.11 per share (the “Existing Warrants”), in consideration for
their purchase of approximately $3.5 million of common shares in the registered direct offering, as follows: (i) lower the exercise price
of the Existing Warrants to $0.74 per share, (ii) provide that the Existing Warrants, as amended, will not be exercisable until six months
following the closing date of the registered direct offering, and (iii) extend the original expiration date of the Existing Warrants to
seven years following the closing date of the registered direct offering. The Warrant Amendment Agreement is subject to the consummation
of the registered direct offering and the Investor’s satisfaction of its purchase commitment thereunder.
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 the Company
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 pre-funded warrants
and investment options sold in the Offerings 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 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 shares
issuable upon exercise of the unregistered pre-funded warrants and investment options.
In connection with the Offerings, on May 31, 2022,
the Company entered into a letter agreement (the “Placement Agency Agreement”) with H.C. Wainwright & Co., LLC regarding
its engagement as the placement agent (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as the
Company’s exclusive placement agent for the Offerings.
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 Offerings. The Placement
Agent will be paid a cash fee equal to 7.5% of the gross proceeds received by the Company from the sale of the securities at the closing
of the Offering. In addition the Placement Agent will also be issued preferred investment options to purchase that number of Shares of
the Company equal to 6.5% of the aggregate number of Shares placed in the Offering and will also receive reimbursement of certain of its
expenses.
The Form of Preferred Investment Option and the
Forms of the Pre-Funded Warrants, Warrant Amendment Agreement the Forms of Purchase Agreements and the Registration Rights Agreement,
are filed hereto as Exhibits 4.1, 4.2, 4.3, 4.4, 10.1, 10.2 and 10.3, 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.