UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2023
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 001-39685
INMED PHARMACEUTICALS INC.
(Exact name of registrant as specified in its charter)
| British Columbia, Canada | 98-1428279 | |
| (State or other jurisdiction of incorporation or organization) | (IRS employer Identification number) | |
| Suite 310 – 815 W Hastings, Vancouver, B.C., Canada | V6C 1B4 | |
| (Address of principal executive office) | (Zip Code) |
(604) 669-7207
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange On Which Registered | ||
| Common Stock, no par value | INM | The Nasdaq Capital Market |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |
| 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. ☐
Indicate by check mark whether the registrant has fi led a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting fi rm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of December 31, 2022, the last business day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of the Company’s voting and non-voting common equity held by non-affiliates of the Registrant was $3,180,248.
On September 29, 2023, there were 3,328,191 shares of the registrant’s common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
| Auditor Name: | Auditor Location: | Auditor Firm ID: | ||
| Marcum LLP | New York, NY | 688 |
EXPLANATORY NOTE
We are filing this Amendment No. 1 to our Annual Report on Form 10-K solely for the purpose of updating our auditor’s consent in Exhibit 23.1 to include our Registration Statement on Form S-8 (File No. 333-268356).
Outside of the change to the exhibit noted above and the updated certifications of the Chief Executive Officer and Chief Financial Officer, this Form 10-K/A does not otherwise amend, supplement, update or revise any portion of the original Form 10-K which remains unchanged since the date of its filing. Furthermore, this Form 10-K/A does not change any previously reported financial results, nor does it reflect events occurring after the date of the original Form 10-K. Information not affected by this Form 10-K/A remains unchanged and reflects the disclosures made at the time the original Form 10-K was filed.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are being filed as part of this report:
| (1) | Financial Statements
The financial statements required by this item were submitted with the Original Form 10-K. Refer to Part II, Item 8, “Financial Statements and Supplementary Data” of the Original Form 10-K. |
| (2) | Financial statement schedules have been omitted because of the absence of conditions under which they are required or because the required information is included in the financial statements or notes thereto submitted as part of the Original Form 10-K. |
| (3) | A list of exhibits filed with this report is found below. |
| EXHIBIT | ||
| NUMBER | DESCRIPTION | |
| 23.1 | Consent of Marcum LLP. | |
| 31.1 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1 | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2 | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS* | Inline XBRL Instance Document. | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Previously filed. |
ITEM 16. 10-K SUMMARY
Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| INMED PHARMACEUTICALS INC. | ||
| (Registrant) | ||
| December 21, 2023 | By: | /s/ Jonathan Tegge |
| Jonathan Tegge | ||
| Interim Chief Financial Officer and Principal Accounting Officer | ||
Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Eric A. Adams | President, Chief Executive Officer and Director | December 21, 2023 | ||
| Eric A. Adams | (Principal Executive Officer) | |||
| /s/ Jonathan Tegge | Interim Chief Financial Officer | December 21, 2023 | ||
| Jonathan Tegge | (Principal Financial Officer and Principal Accounting Officer) | |||
| /s/ Andrew Hull | Director (Chairman to the Board of Directors) | December 21, 2023 | ||
| Andrew Hull | ||||
| /s/ Janet Grove | Director | December 21, 2023 | ||
| Janet Grove | ||||
| /s/ Bryan Baldasare | Director | December 21, 2023 | ||
| Bryan Baldasare | ||||
| /s/ Nicole Lemerond | Director | December 21, 2023 | ||
| Nicole Lemerond |
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