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InMed Pharmaceuticals Inc. (NASDAQ:INM) ("InMed" or the "Company"), a leader in the pharmaceutical research, development, manufacturing and commercialization of rare cannabinoids and cannabinoid analogs, today announced that it has entered into definitive agreements for the issuance and sale of 3,012,049 of its common shares (or pre-funded warrants in lieu thereof) and preferred investment options to purchase up to an aggregate of 3,012,049 common shares, at a purchase price of $0.83 per share (or pre-funded warrant in lieu thereof) and associated preferred investment option in a private placement priced at-the-market under Nasdaq rules (the "private placement").
The Company has also entered into a definitive agreement with respect to certain of its outstanding preferred investment options issued in November 2022 and exercisable for 3,272,733 common shares, in the aggregate, to exercise such preferred investment options for cash at a reduced exercise price of $0.83 per share, in exchange for unregistered new preferred investment options to purchase up to 6,545,466 common shares (the "preferred investment option exercise" and, collectively with the private placement, the "offerings"). The common shares issuable upon exercise of the preferred investment options are registered pursuant to effective registration statement on Form S-1 (File No. 333-268700) with the U.S. Securities Exchange ("SEC") on December 7, 2022 and declared effective on December 14, 2022. The preferred investment option to be issued in the offerings will be exercisable immediately upon issuance at an exercise price of $0.83 per share and will expire five and one-half years from the date of issuance.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the offerings.
The aggregate gross proceeds to the Company from the offerings are expected to be approximately $5.2 million, before deducting placement agent fees and other offering expenses. The offerings are expected to close on or about October 26, 2023, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the offerings to continue pipeline development of its pharmaceutical drug candidates, support commercial sales of rare cannabinoids through its subsidiary BayMedica LLC, and for general working capital purposes.
The securities sold in the private placement and the new preferred investment options sold in the preferred investment option exercise 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 preferred investment options sold in the offerings, have not been registered under the Act or applicable state securities laws. Accordingly, such securities 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 accredited investors. Pursuant to a registration rights agreement, the Company has agreed to file one or more registration statements with the SEC covering the resale of the unregistered securities to be issued in the private placement and the new preferred investment options to be issued in the preferred investment option exercise.
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.
Posted In: INM
