Item 8. Financial Statements and Supplementary Data
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated
Financial Statements of
InMed
Pharmaceuticals Inc.
For
the Years Ended June 30, 2025 and 2024
F- 1
InMed
Pharmaceuticals Inc.
(Expressed
in U.S. Dollars)
June 30,
2025
INDEX Page
Consolidated Financial Statements
● Report of Independent Registered Public Accounting Firm (PCAOB Firm ID 199 ) F-3
● Report of Independent Registered Public Accounting Firm (PCAOB Firm ID 688) F-4
● Consolidated Balance Sheets F-5
● Consolidated Statements of Operations F-6
● Consolidated Statements of Shareholders’ Equity F-7
● Consolidated Statements of Cash Flows F-8
● Notes to the Consolidated Financial Statements F-9
F- 2
Report
of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors of
InMed Pharmaceuticals Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated
balance sheet of InMed Pharmaceuticals Inc. (the “Company”) as of June 30, 2025, the related consolidated statements of operations,
changes in shareholders’ equity and cash flows for the year ended June 30, 2025 , and the related notes (collectively referred to
as the “financial statements”). In our opinion, , the financial statements present fairly, in all material respects, the financial
position of the Company as of June 30, 2025, and the results of its operations and its cash flows for the year ended June 30, 2025, in
conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph – Going Concern
The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has a significant
working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ CBIZ CPAs P.C.
CBIZ CPAs P.C.
We have served as the Company’s auditor since 2025
New York, NY
September 22, 2025
F- 3
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of
InMed Pharmaceuticals
Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated
balance sheet of InMed Pharmaceuticals Inc. (the “Company”) as of June 30, 2024, the related consolidated statements of operations,
changes in shareholders’ equity and cash flows for the year ended June 30, 2024, and the related notes (collectively referred to
as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial
position of the Company as of June 30, 2024, and the results of its operations and its cash flows for the year ended June 30, 2024, in
conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph – Going Concern
The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has incurred
recurring losses and negative cash flows and has an accumulated deficit that raise substantial doubt about the Company's ability to continue
as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the
responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on
our audit s . We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an
understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Marcum LLP
Marcum LLP
We have served as the Company’s auditor
from 2023 through 2025.
New York, NY
September 27, 2024, except for the effects of Note 14, Reverse
Stock Split, as to which the date is July 31, 2025
F- 4
InMed
Pharmaceuticals Inc.
CONSOLIDATED
BALANCE SHEETS
Expressed
in U.S. Dollars
June 30,
June 30,
2025
2024
$
$
ASSETS
Current
Cash
and cash equivalents
11,075,871
6,571,610
Short-term
investments
43,384
43,064
Accounts receivable (less provision for credit losses of $ 2,424 and $ nil as of June 30, 2025 and 2024, respectively)
465,104
352,838
Inventories,
net
961,173
1,244,324
Prepaids
and other current assets
321,747
477,749
Total
current assets
12,867,279
8,689,585
Non-Current
Property,
equipment and ROU assets, net
992,199
1,249,999
Intangible
assets, net
1,620,562
1,783,198
Other
assets
100,000
100,000
Total
Assets
15,580,040
11,822,782
LIABILITIES
AND SHAREHOLDERS’ EQUITY
Current
Accounts
payable and accrued liabilities
1,404,283
1,654,011
Current
portion of lease obligations
435,507
317,797
Total
current liabilities
1,839,790
1,971,808
Non-current
Lease
obligations, net of current portion
305,755
644,865
Total
Liabilities
2,145,545
2,616,673
Commitments
and Contingencies (Note 12)
Shareholders’ Equity
Common shares, no par value, unlimited authorized shares: 2,002,186 and 445,908 as of June 30, 2025 and 2024, respectively, issued and outstanding
91,221,174
82,784,400
Additional
paid-in capital
39,322,644
35,368,899
Accumulated
deficit
( 117,237,892 )
( 109,075,759 )
Accumulated
other comprehensive income
128,569
128,569
Total
Shareholders’ Equity
13,434,495
9,206,109
Total
Liabilities and Shareholders’ Equity
15,580,040
11,822,782
Related
Party Transactions (Note 13)
The
accompanying notes form an integral part of these consolidated financial statements.
F- 5
InMed
Pharmaceuticals Inc.
CONSOLIDATED
STATEMENTS OF OPERATIONS
Expressed
in U.S. Dollars
For the Year Ended
June
30,
2025
2024
$
$
Sales
4,942,633
4,597,730
Cost
of sales
3,236,047
3,496,817
Gross
profit
1,706,586
1,100,913
Operating
Expenses
Research
and development
2,853,920
3,217,517
General
and administrative
6,557,822
5,798,226
Amortization
and depreciation
212,839
219,600
Foreign
Exchange Loss
28,471
61,921
Total
operating expenses
9,653,052
9,297,264
Other
Income (Expense)
Interest
and other income
155,882
527,901
Finance
expense
( 371,549 )
-
Loss
before income tax expense
( 8,162,133 )
( 7,668,450 )
Income
tax expense
-
( 7,100 )
Net
loss for the year
( 8,162,133 )
( 7,675,550 )
Net
loss per share for the year
Basic
and diluted
( 8.36 )
( 20.14 )
Weighted
average outstanding common shares
Basic
and diluted
975,985
381,053
The
accompanying notes form an integral part of these consolidated financial statements.
F- 6
InMed
Pharmaceuticals Inc.
CONSOLIDATED
STATEMENTS OF SHAREHOLDERS’ EQUITY
For the years
ended June 30, 2025 and 2024
Expressed
in U.S. Dollars
Common
Shares
Additional
Paid-in
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Income
Total
#
$
$
$
$
$
Balance
July 1, 2024
445,908
82,784,400
35,368,899
( 109,075,759 )
128,569
9,206,109
Proceeds
from ATM (Note 8)
313,242
1,905,583
-
-
-
1,905,583
Proceeds
from SEPA (Note 8)
1,208,336
6,224,716
-
-
-
6,224,716
Proceeds
from Private Placement
-
-
5,024,891
-
-
5,024,891
Share issuance
costs
-
( 269,559 )
( 614,419 )
-
-
( 883,978 )
Exercise of pre-funded
warrants
34,700
576,034
( 576,034 )
-
-
-
Loss
for the period
-
-
-
( 8,162,133 )
-
( 8,162,133 )
Share-based
compensation
-
-
119,307
-
-
119,307
Balance
June 30, 2025
2,002,186
91,221,174
39,322,644
( 117,237,892 )
128,569
13,434,495
Common
Shares
Additional
Paid-in
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Income
Total
#
$
$
$
$
$
Balance
July 1, 2023
166,370
77,620,252
35,741,115
( 101,400,209 )
128,569
12,089,727
Proceeds from Private
Placement
163,637
3,240,006
1,976,187
-
-
5,216,193
Share issuance
costs
-
-
( 562,151 )
-
-
( 562,151 )
Exercise
of pre-funded warrants
115,901
1,924,142
( 1,923,967 )
-
-
175
Loss
for the period
-
-
-
( 7,675,550 )
-
( 7,675,550 )
Share-based
compensation
-
-
137,715
-
-
137,715
Balance
June 30, 2024
445,908
82,784,400
35,368,899
( 109,075,759 )
128,569
9,206,109
The
accompanying notes form an integral part of these consolidated financial statements.
F- 7
InMed
Pharmaceuticals Inc.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
For the years
ended June 30, 2025 and 2024
Expressed
in U.S. Dollars
2025
2024
$
$
Cash provided by (used in):
Operating Activities
Net loss
( 8,162,133 )
( 7,675,550 )
Items not requiring cash:
Amortization and depreciation
212,839
219,600
Share-based compensation
119,307
137,714
Amortization of right-of-use
assets
321,885
384,918
Interest income received
on short-term investments
( 34 )
( 1,250 )
Unrealized foreign exchange
loss
75,928
12,262
Inventory write-down
-
305,812
Credit losses
2,424
-
Changes in operating assets and liabilities:
Inventories
283,151
66,220
Prepaids and other currents
assets
173,980
20,284
Other non-current assets
-
4,908
Accounts receivable
( 114,690 )
( 92,439 )
Accounts payable and accrued
liabilities
( 249,728 )
45,282
Deferred rent
-
( 16,171 )
Lease
obligations
( 429,880 )
( 397,422 )
Total
cash used in operating activities
( 7,766,951 )
( 6,985,832 )
Investing Activities
Purchase of property and
equipment
-
( 9,293 )
Sale of short-term investments
42,270
42,082
Purchase
of short-term investments
( 42,270 )
( 42,082 )
Total
cash used in investing activities
-
( 9,293 )
Financing Activities
Proceeds from the exercise
of pre-funded warrants
-
175
Proceeds from the private
placement
8,130,299
5,216,194
Proceeds from the sale of
pre-funded warrants
5,024,891
-
Share issuance costs
( 883,978 )
( 562,151 )
Total
cash provided by financing activities
12,271,212
4,654,218
Increase (decrease) in cash
and cash equivalents during the year
4,504,261
( 2,340,907 )
Cash
and cash equivalents beginning of the year
6,571,610
8,912,517
Cash
and cash equivalents end of the year
11,075,871
6,571,610
SUPPLEMENTARY CASH FLOW
INFORMATION:
Cash Paid During the Year
for:
Income
taxes
$ -
$ 7,100
Interest
$ -
$ -
SUPPLEMENTARY
DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Preferred
investment options to its placement agent
$ 281,810
$ 325,699
Fair
value of warrant modification recorded as equity issuance costs
$ 116,482
$ 3,508,749
Recognition
of Right-of-use asset and corresponding operating lease
$ 187,223
$ 968,376
The
accompanying notes form an integral part of these consolidated financial statements.
F- 8
1.
CORPORATE INFORMATION
AND CONTINUING OPERATIONS
Business
InMed
Pharmaceuticals Inc. (“InMed” or the “Company”) was incorporated in the Province of British Columbia on May 19,
1981 under the Business Corporations Act of British Columbia. InMed is a pharmaceutical drug development company with a pipeline of proprietary
small molecule drug candidates targeting the treatment of diseases with high unmet medical needs as well as developing proprietary manufacturing
approaches to produce and sell bulk rare cannabinoids as ingredients for various market sectors.
The
Company’s shares are listed on the Nasdaq Capital Market (“Nasdaq”) under the trading symbol “INM”. InMed’s
office and principal place of business is located at Suite 1445, 885 West Georgia Street, Vancouver, B.C., Canada, V6C 3E8.
Going
Concern
In
accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15,
Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has evaluated
whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability
to continue as a going concern within one year after the date that the consolidated financial statements are issued.
Through
June 30, 2025, the Company has funded its operations primarily with proceeds from the sale of Common Shares. The Company has incurred
recurring losses and negative cash flows from operations since its inception, including net losses of approximately $ 8.2 million
and $ 7.7 million for the years ended June 30, 2025 and 2024, respectively. In addition, the Company had an accumulated deficit of
approximately $ 117.2 million as of June 30, 2025. The Company expects to continue to generate operating losses for the foreseeable
future.
As
of the issuance date of these consolidated annual financial statements, the Company expects its cash, cash equivalents and short-term
investments of $ 11.1 million as of June 30, 2025 will be sufficient to fund its operating expenses and capital expenditure requirements
into the fourth quarter of calendar 2026, depending on the level and timing of realizing BayMedica revenues from the sale of bulk rare
cannabinoids in the health & wellness sector as well as the level and timing of the Company’s operating expenses. The future
viability of the Company is dependent on its ability to raise additional capital to finance its operations. The Company has concluded
that there is substantial doubt about its ability to continue as a going concern within one year after the date that the consolidated
financial statements are issued.
The
Company expects to continue to seek additional funding through equity financings, debt financings or other capital sources, including
collaborations with other companies, government contracts or other strategic transactions. The Company may not be able to obtain financing
on acceptable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of the Company’s existing
shareholders.
In
connection with the Company’s assessment of going concern considerations in accordance with Subtopic 205-40, management has determined
that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern,
which is considered to be for a period of one year from the issuance of these financial statements. These consolidated financial statements
do not include any adjustments relating to recoverability and classification of recorded asset amounts or the amounts of classification
of liabilities that might result from the outcome of this uncertainty. Such adjustments could be material.
F- 9
2.
SIGNIFICANT ACCOUNTING
POLICIES
Basis
of Presentation
These
consolidated financial statements have been prepared in accordance with generally accepted accounting principles as applied in the United
States (“US GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”)
for financial information.
On
November 14, 2024, the Company effected a reverse stock split of the Company’s issued and outstanding Common Shares, by a ratio
of 20-to-1 (the “Reverse Stock Split”). Accordingly, all Common Shares, stock options, warrants, as well as per share information,
for all periods presented in the consolidated financial statements and notes thereto have been adjusted retrospectively to
reflect this Reverse Stock Split.
Reclassifications
Certain
prior year amounts in the consolidated financial statements and the notes thereto have been reclassified where necessary to conform to
the current year’s presentation. These reclassifications did not affect the prior period’s total assets, total liabilities,
shareholders’ equity, net loss or net cash used in operating activities. During the year ended June 30, 2024, the Company reclassed
prior year costs from research and development to general and administrative.
Use
of Estimates
The
preparation of financial statements in compliance with US GAAP requires management to make estimates and assumptions that affect the
reported amount of assets and liabilities as of the balance sheet date, and the corresponding revenues and expenses for the periods reported.
It also requires management to exercise judgment in applying the Company’s accounting policies. In the future, actual experience
may differ from these estimates and assumptions. The areas involving a higher degree of judgment or complexity, or areas where assumptions
and estimates are significant to these consolidated financial statements are the application of the going concern assumptions, determining
the fair value of share-based payments, income tax provisions, write-down of inventories to net realizable value, warrant valuations,
and the assumptions used in the determination of research & development accruals.
Actual
results could differ from those estimates.
Basis
of Consolidation
These
consolidated financial statements include the accounts of the Company and its subsidiaries, InMed Pharmaceutical Ltd; BayMedica, LLC;
Biogen Sciences Inc.; and Sweetnam Consulting Inc. Biogen Sciences Inc. and Sweetnam Consulting Inc. are inactive subsidiaries. A subsidiary
is an entity that the Company controls, either directly or indirectly, where control is defined as the power to govern the financial
and operating policies of an entity so as to obtain benefits from its activities. All inter-company transactions and balances including
unrealized income and expenses arising from intercompany transactions are eliminated in preparing these consolidated financial statements.
Foreign
Currency
The
functional currency of the Company and its subsidiaries is the U.S. Dollar. These consolidated financial statements are presented in
U.S. Dollars. References to “$” and “US$” are to United States (“U.S.”) dollars and references to
“C$” are to Canadian dollars.
F- 10
Cash
and Cash Equivalents
Cash
and cash equivalents include cash-on-hand, demand deposits with financial institutions and other short-term, highly liquid investments
with original maturities of three months or less when acquired that are readily convertible to known amounts of cash and subject to an
insignificant risk of change in value. As of June 30, 2025 and 2024, the Company held $ 4,479,809 and $ 1,939,482 , respectively, of cash
equivalents in a money market fund that is considered Level 1 in the financial instruments hierarchy due to the readily available quoted
prices in active markets for identical instruments.
Short-term
Investments
Short-term
investments include fixed and variable rate guaranteed investment certificates, with terms greater than three months and less than twelve
months. Due to the short-term nature of these investments the fair value of the investments approximates the current value. Guaranteed
investment certificates are convertible to known amounts of cash and are subject to an insignificant risk of change in value.
Accounts
Receivable
Accounts
receivable are recorded at invoiced amounts, net of any credit losses. The provision for credit losses is the Company’s best estimate
of the amount of probable credit losses in existing accounts receivable.
The
Company evaluates the collectability of accounts receivable on a regular basis based upon various factors including the financial condition
and payment history of customers, an overall review of collections experience on other accounts and economic factors or events expected
to affect future collections experience.
Changes
in the allowance for expected credit losses for trade accounts receivable are presented in the table below:
Years
Ended June 30,
2025 and 2024
Balance as of July 1, 2023
$ 66,775
Provision
—
Write-offs
( 66,775 )
Balance as of June 30, 2024
—
Provision
2,424
Balance as of June 30, 2025
$ 2,424
Concentration
of Credit Risk and Other Risks and Uncertainties
At
times, cash balances may exceed the Federal Deposit Insurance Corporation (“FDIC”) or Canadian Deposit Insurance Corporation
(“CDIC”) insurable limits. The Company has not experienced any losses related to these balances. The uninsured cash balance
as of June 30, 2025, was $ 8.0 million. The Company does not believe it is exposed to significant credit risk on cash and cash equivalents.
The
Company’s customers are primarily concentrated in the United States.
F- 11
Concentration
of customers
The
following table summarizes the information about the Company’s concentration of customers:
Customer A
Customer B
Customer C
Customer D
Customer E
Customer F
Customer G
Twelve
Months Ended June 30, 2025
Revenues,
customer concentration risk
26 %
32 %
*
*
*
*
*
Twelve
Months Ended June 30, 2024
Revenues,
customer concentration risk
10 %
18 %
34 %
14 %
12 %
*
*
As
of June 30, 2025
Accounts
receivable, customer concentration risk
45 %
12 %
*
10 %
*
15 %
13 %
As
of June 30, 2024
Accounts
receivable, customer concentration risk
32 %
20 %
15 %
15 %
14 %
*
*
*
Less than 10%.
Deferred
Offering Costs
The
Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity
financings as deferred offering costs until such financings are consummated. After the consummation of equity or debt financings, these
related costs are recorded in shareholders’ equity or liabilities as a reduction of proceeds generated as a result of the offering.
If the planned financing is abandoned, the deferred offering costs are thereafter expensed as a charge to other income (expense) in the
consolidated statement of operations. As of June 30, 2025 and 2024, the Company recorded $ nil and $ 106,299 in deferred offering costs,
respectively. During the year ended June 30, 2025 and 2024 the Company expensed $ 20,000 and $ nil , respectively.
Inventories
Inventories
are initially valued at weighted average cost and subsequently valued at the lower of weighted average cost and net realizable value.
Costs included in inventories are the purchase price of goods and cost of services rendered, freight costs, warehousing costs, purchasing
costs and production and labor costs related to manufacturing.
In
determining any valuation allowances, the Company reviews inventory for obsolete, redundant, and slow-moving goods. As of June 30, 2025
and 2024, the Company has $ nil and $ 103,434 , respectively, as a valuation allowance to reduce weighted average cost to net realizable
value. During the year ended June 30, 2025 and 2024, the Company recorded an inventory write-down due to net realizable value of $ nil and
$ 103,136 respectively, and recorded an inventory write-down due to obsolescence of $ nil and $ 208,737 , respectively.
F- 12
Property,
Equipment and ROU Assets, Net
Computer
equipment, lab equipment and furnishings are recorded at cost, less accumulated depreciation and accumulated impairment losses. The initial
cost of computer equipment, lab equipment and furnishings comprise their purchase price. The computer equipment, lab equipment and furnishings
are reviewed at least once per year for impairment. Equipment and furniture are depreciated using the straight-line method based on their
estimated useful lives as follows:
● Computer equipment — 5 years
● Lab equipment — 6 - 10 years
Computer
equipment and lab equipment, acquired or disposed of during the year, are depreciated proportionately for the period they are in use.
The
right-of-use assets are initially measured based on the initial amount of the lease liability adjusted for any lease payments made at
or before the commencement date, less any lease incentives received. The assets are amortized to the earlier of the end of the useful
life of the right-of-use asset or the lease term using the straight-line method as this most closely reflects the expected pattern of
consumption of the future economic benefits. The lease term includes periods covered by an option to extend if the Company is reasonably
certain to exercise that option. In addition, the right-of-use assets are periodically reduced by impairment losses, if any, and adjusted
for certain re-measurements of the lease liability (see Note 2 Lease (i)).
Intangible
Assets, Net
Intangible
assets are comprised of acquired intellectual property, which consists of certain patents and technical know-how. The intellectual property
is recorded at cost and is amortized on a straight-line basis over an estimated useful life of 18 years net of any accumulated
impairment losses. There is no impairment loss during the years ended June 30, 2025 and 2024.
Impairment
of Long-Lived Assets
The
Company assesses the recoverability of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount
of an asset may not be recoverable. Recoverability of the long-lived asset is measured by a comparison of the carrying amount of the
asset to future undiscounted net cash flows expected to be generated by the asset or assets. If carrying value exceeds the sum of undiscounted
cash flows, the Company then determines the fair value of the underlying asset. Any impairment to be recognized is measured as the amount
by which the carrying amount of the asset group exceeds the estimated fair value of the asset group. Assets classified as held for sale
are reported at the lower of the carrying amount or fair value, less costs to sell.
Fair
Value Measurements
Financial
Assets
Financial
assets are initially recognized at fair value, plus transaction costs that are directly attributable to their acquisition or issue and
subsequently carried at amortized cost, using the effective interest rate method, less any impairment losses. No financial assets are
or elected to be carried at fair value through profit or loss or where changes in fair value are recognized in the consolidated statements
of operations and comprehensive loss in other comprehensive loss.
F- 13
Short-term
investments are subsequently recorded at cost plus accrued interest, which approximates fair value due to short-term nature. Accounts
receivable are reported at outstanding amounts, net of credit losses.
Financial
Liabilities
To
determine the fair value of financial instruments, the Company uses the fair value hierarchy for inputs used to measure fair value of
financial assets and liabilities. This hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three
levels: Level 1 (highest priority), Level 2, and Level 3 (lowest priority).
Level 1 –
Unadjusted quoted prices
in active markets for identical instruments.
Level 2 –
Inputs other than quoted
prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include
quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in
markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates,
yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other
means (market corroborated inputs).
Level 3 –
Inputs are unobservable
and reflect the Company’s assumptions as to what market participants would use in pricing the asset or liability. The Company
develops these inputs based on the best information available. Assets and liabilities are classified based on the lowest level of
input that is significant to the fair value measurements. Changes in the observability of valuation inputs may result in a reclassification
of levels for certain securities within the fair value hierarchy.
The
carrying value of cash and cash equivalents, short-term investments, accounts receivable, and accounts payable and accrued liabilities,
approximate their carrying values as at June 30, 2025 and 2024 due to their immediate or short-term maturities.
Income
Taxes
Deferred
tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period that includes the enactment date. At June 30, 2025, and June 30, 2024, the Company had a full valuation
allowance against its deferred tax assets.
Per
FASB ASC 740-10, disclosure is not required of an uncertain tax position unless it is considered probable that a claim will be asserted
and there is a more-likely-than-not possibility that the outcome will be unfavorable. Using this guidance, as of June 30, 2025, and 2024,
the Company has no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Company’s
2025, 2024, 2023, and 2022 United States and Canadian tax returns remain subject to examination by their respective taxing authorities.
None of the Company’s tax returns are currently under examination.
Revenue
Recognition
The
Company recognizes revenue when the Company satisfies the performance obligations under the terms of a contract and control of its products
and services is transferred to its customers in an amount that reflects the consideration the Company expects to receive from its customers
in exchange for those products and services. ASC 606, Revenue from Contracts with Customers defines a five-step process
to recognize revenue that requires judgment and estimates, including identifying the contract with the customer, identifying the performance
obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations in the
contract, and recognizing revenue when or as the performance obligation is satisfied.
F- 14
Revenue
consists of manufacturing and distribution sales of bulk rare cannabinoids, which are recognized at a point in time. The Company recognizes
revenue when control over the products has been transferred to the customer and the Company has a present right to payment. Sales and
other taxes that are required to be remitted to regulatory authorities are recorded as liabilities and excluded from sales. Limited rights
of return for claims of damaged or non-compliant products, exist with the Company’s customers.
The
Company has elected the practical expedient that allows it to recognize the incremental costs of obtaining a contract as an expense,
when incurred, if the amortization period of the asset that the Company otherwise would have recognized is one year or less.
Revenues
within the scope of ASC 606 do not include material amounts of variable consideration. Customer payments are generally due in advance
of when control is transferred to the customer. Some of our larger customers are eligible for payment terms up to ‘net 30 days’.
Cost
of Sales
Cost
of sales consists primarily of the purchase price of goods and cost of services rendered, freight costs, warehousing costs, and purchasing
costs. Cost of sales also includes production and labor costs for the Company’s manufacturing business.
Shipping
and Handling
The
Company records freight billed to customers within Net sales. Shipping and handling costs associated with inbound freight and goods shipped
to customers are recorded in cost of sales. Other shipping and handling costs, such as for quality assurance, are recorded in operating
expenses.
Earnings
(Loss) Per Share
Basic
earnings (loss) per common share (“EPS”) is computed by dividing the net income or loss applicable to common shares of the
Company by the weighted average number of common shares outstanding for the relevant period. As of June 30, 2025 and 2024, the Company
has 1,952,363 and 34,700 respectively, pre-funded warrants included in the basic earnings (loss) per share. Diluted earnings (loss)
per common share (“Diluted EPS”) is computed by dividing the net income or loss applicable to common shares by the sum of
the weighted average number of common shares issued and outstanding and all additional common shares that would have been outstanding,
if potentially dilutive instruments were converted. If the conversion of outstanding stock options and warrants into common share is
anti-dilutive, then diluted EPS is not presented separately from EPS.
The
following table sets forth the number of potential shares of common stock that have been excluded from diluted net loss per share because
their effect was anti-dilutive:
Year
ended June 30,
2025
2024
Options
61,410
33,722
Warrants
2,588,847
509,580
2,650,257
543,302
Share-based
Payments
The
Company follows the requirements of FASB ASC 718-10-10, Share-Based Payments with regards to stock-based compensation issued to employees
and non-employees. The Company has agreements and arrangements that call for stock to be awarded to the employees and consultants at
various times as compensation and periodic bonuses. The expense for this stock-based compensation is equal to the fair value of the stock
price on the day the stock was awarded multiplied by the number of shares awarded. The Company has a relatively low forfeiture rate of
stock-based compensation and forfeitures are recognized as they occur.
F- 15
The
valuation methodology used to determine the fair value of the options issued during the period is the Black-Scholes option-pricing model.
The Black-Scholes model requires the use of a number of assumptions including the volatility of the stock price, the average risk-free
interest rate, and the weighted average expected life of the options. Risk-free interest rates are calculated based on continuously compounded
risk-free rates for the appropriate term. The dividend yield is assumed to be zero as the Company has never paid or declared any cash
dividends on its Common Stock and does not intend to pay dividends on its Common Stock in the foreseeable future. The expected forfeiture
rate is estimated based on management’s best assessment.
Estimated
volatility is a measure of the amount by which InMed’s stock price is expected to fluctuate each year during the expected life
of the award. The Company’s calculation of estimated volatility is based on historical stock prices over a period equal to the
expected life of the awards.
Research
and Development Costs
The
Company conducts research and development programs and incurs costs related to these activities, including research and development personnel
compensation, services provided by contract research organizations and lab supplies. Research and development costs are expensed in the
periods in which they are incurred.
Patents
and Intellectual Property Costs
The
costs of filing for patents and of prosecuting and maintaining intellectual property rights are expensed as incurred due to the uncertainty
surrounding the drug development process and the uncertainty of future benefits. Patents and intellectual property acquired from third
parties for approved products or where there are alternative future uses are capitalized and amortized over the remaining life of the
patent.
Segment
reporting
The
Company’s operations consist of two operating and reportable segments, the InMed Pharma segment and the BayMedica Commercial segment.
The
InMed Pharma segment is largely organized around the research and development of small molecule pharmaceuticals drug candidates
and the BayMedica Commercial segment is largely organized around manufacturing technologies to produce and commercialize bulk rare cannabinoids
for sale as ingredients in the health and wellness industry (See Note 11).
Leases
At
inception of a contract, the Company assesses whether a contract is, or contains, a lease based on whether the contract conveys the right
to control the use of an identified asset for a period of time in exchange for consideration.
The
lease liability is initially measured as the present value of future lease payments excluding payments made at the commencement date,
discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental
borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate. The lease liability is measured at amortized
cost using the effective interest method. It is re-measured when there is a change in future lease payments arising from a change in
an index or rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee,
or if the Company changes its assessment of whether it will exercise a purchase, extension, or termination option. When the lease liability
is re-measured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit
or loss if the carrying amount of the right-of-use asset has been reduced to nil.
The
Company has lease arrangements that include both lease and non-lease components. The Company accounts for each separate lease component
and its associated non-lease components as a single lease component for all of its asset classes.
F- 16
The
Company has elected to apply the practical expedient to exclude initial direct costs such as annual operating costs from the measurement
of the right-of-use asset at the date of initial application. The Company has elected to apply the practical expedient not to recognize
right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less. The lease payments
associated with these leases is recognized as an expense on a straight-line basis over the lease term.
Recent
Accounting Pronouncements
The
Company has reviewed recent accounting pronouncements and concluded that they are either not applicable to the Company or that there
was no material impact or no material impact is expected in these consolidated financial statements as a result of future adoption.
In
November 2024, the FASB issued ASU 2024-03, Income Statement Reporting Comprehensive Income - Expense Disaggregation Disclosures ,
which requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The amendments
in this update improve financial reporting by requiring that public business entities disclose additional information about specific
expense categories in the notes to financial statements at interim and annual reporting periods. This ASU should be applied on a prospective
basis, with retrospective application permitted. The amendments in this update are effective for fiscal years beginning after December
15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently
evaluating the future effect the adoption of this ASU will have on our consolidated financial statements and related disclosures.
In
December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires disclosure
of specific categories meeting a quantitative threshold within the income tax rate reconciliation, as well as disaggregation of income
taxes paid by jurisdiction. This ASU, which can be applied either prospectively or retrospectively, is effective for annual periods beginning
after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this ASU and expects to include
updated income tax disclosures in its fiscal year 2026.
In
November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements
to Reportable Segment Disclosures , which enhances reportable segment disclosure requirements primarily through expanded disclosures
around significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim
periods within fiscal years beginning after December 15, 2024. The amendments should be applied retrospectively to all prior periods
presented in the financial statements. The Company has adopted this accounting pronouncement.
3.
INVENTORIES
Inventories
consisted of the following:
June
30,
2025
June
30,
2024
$
$
Raw materials
258,300
372,695
Work in process
26,695
30,817
Finished goods
676,178
840,812
Inventories
961,173
1,244,324
In
determining any valuation allowances, the Company reviews inventory for obsolete, redundant, and slow-moving goods. During the year
ended June 30, 2025 and 2024, the write-down of inventories to net realizable value was $0 and $ 9,614 respectively. Contributing factors
to the decrease in net realizable value included lower demand and downward pricing pressure for certain products. As of June 30, 2025
and 2024, the Company has $0 and $ 103,434 respectively as a valuation allowance to reduce weighted average cost to new basis.
4.
PROPERTY, EQUIPMENT
AND ROU ASSETS, NET
Property,
equipment and ROU assets consisted of the following:
June
30,
2025
June
30,
2024
$
$
Right-of-Use Assets (leases)
1,901,468
2,135,811
Equipment
429,091
429,090
Furnishing
-
40,409
Property and equipment
2,330,559
2,605,310
Less:
accumulated depreciation and amortization
( 1,338,360 )
( 1,355,311 )
Property, equipment and
ROU assets, net
992,199
1,249,999
F- 17
Depreciation
expense on computer equipment, lab equipment and furnishing for the year ended June 30, 2025 and 2024, was $ 50,204 and $ 47,742 respectively
and was recorded in general and administrative expenses. Amortization expense related to the right-of-use assets for the year ended June
30, 2025 and 2024, was $ 321,885 and $ 384,918 respectively and was recorded in general and administrative expenses.
5.
INTANGIBLE ASSETS
The
following table summarizes the Company’s intangible assets:
June
30,
2025
June
30,
2024
$
$
Intellectual property
1,736,420
1,736,420
Patents
1,191,000
1,191,000
Intangible assets
2,927,420
2,927,420
Less:
accumulated amortization
( 1,306,858 )
( 1,144,222 )
Intangible assets, net
1,620,562
1,783,198
Acquired
intellectual property is recorded at cost and is amortized on a straight-line basis over 18 years. Acquired patents consist of patents
related to the development of cannabinoid analogs. This intangible asset is being amortized over an estimated useful life of 18 years.
As at June 30, 2025, the definite-lived intangible assets had a weighted average estimated remaining useful life of approximately 11
years.
Amortization
expense on intangible assets for the year ended June 30, 2025 and 2024 was $ 162,636 and $ 171,858 respectively. The Company expects amortization
expense to be incurred over the next five years as follows:
Twelve months
ending June 30,
$
2026
162,746
2027
162,746
2028
162,746
2029
162,746
2030
162,746
Thereafter
806,832
Total
1,620,562
6.
ACCOUNTS PAYABLE AND
ACCRUED LIABILITIES
Accounts
payable and accrued liabilities consist of the following:
June
30,
2025
June
30,
2024
$
$
Trade payables
370,142
626,190
Accrued research and development expenses
73,143
242,066
Inventory related accruals
735
41,004
Employee compensation, benefits and related
accruals
490,405
488,278
Accrued general and
administrative expenses
469,858
256,473
Accounts payable and accrued
liabilities
1,404,283
1,654,011
F- 18
7.
SHARE CAPITAL AND RESERVES
Authorized
As
of June 30, 2025, the Company’s authorized share structure consisted of an unlimited number of: (i) Common Shares; and (ii) preferred
shares without par value (the “Preferred Shares”). No Preferred Shares were issued and outstanding as of June 30, 2025 and
2024.
The
Company may, from time to time, issue Preferred Shares and may, at the time of issuance, determine the rights, preferences and limitations
pertaining to these shares. Holders of preferred shares may be entitled to receive a preference payment in the event of any liquidation,
dissolution or winding up of the Company before any payment is made to the holders of Common Shares.
Private
Offering
On
June 25, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with the selling shareholder,
for the sale and issuance of an aggregate of 1,952,363 common shares (or pre-funded warrants in lieu thereof) at a purchase
price of $ 2.561 per share (or pre-funded warrant in lieu thereof). In addition, the Company agreed to issue the selling shareholder
short-term preferred investment options to purchase up to an aggregate of 1,952,363 common shares at an exercise price of $ 2.436 per
share. The foregoing transaction is referred to herein as the Private Placement. On June 26, 2025, the parties consummated the Private
Placement. The terms of the Purchase Agreement provided the selling shareholder the option of purchasing the pre-funded warrants in lieu
of common shares in such manner as to result in the same aggregate purchase price being paid by the Selling Shareholder to the Company.
The Company received gross proceeds of approximately $ 5.0 million and paid approximately $ 0.5 million in transaction costs.
The
pre-funded warrants have an exercise price of $ 0.0001 per pre-funded warrant and can be exercised at any time from the date and time
of issuance until the pre-funded warrants are exercised in full. The terms of the pre-funded warrants preclude a holder thereof from
exercising such holder’s pre-funded warrants, and us from giving effect to such exercise, if after giving effect to the issuance
of common shares upon such exercise, the holder (together with the holder’s affiliates and any other persons acting as a group
together with the holder or any of the holder’s affiliates) would beneficially own in excess of 9.99 % of the number of common shares
outstanding immediately after giving effect to the issuance of common shares upon such exercise. The pre-funded warrants had a relative fair
value of $ 2.9 million at the time of issuance. There were no pre-funded warrants exercised from this Private Placement as of June
30, 2025.
The
preferred investment options issued to the selling shareholder in the Private Placement have an exercise price of $ 2.436 per share, became
exercisable immediately upon issuance and will expire eighteen months from the effective date of the Resale Registration Statement of
August 1, 2025. The preferred investment options had a relative fair value of $ 2.0 million at the time of their issuance. There
were no preferred investment options exercised from this Private Placement as of June 30, 2025.
Concurrently
with the Purchase Agreement, the Company and the selling shareholder entered into an Amendment Letter, dated June 24, 2025, or the Existing
Investment Option Amendment, to amend 199,115 preferred investment options issued to the selling shareholder on October 24, 2023, or
the Existing Investment Options (see below), with an exercise price of $16.60, pursuant to which the Existing Investment Options were
amended to be exercisable for 199,115 common shares at a reduced exercise price of $2.436 per share in consideration for the selling
shareholder’s participation in the Private Placement and the payment by the selling shareholder to the Company cash consideration
of $ 0.125 per Existing Investment Option for total cash payment to the Company of $ 25,000 . The expiration date remains April 26, 2029.
The inducement contemplated by the Existing Investment Option Amendment is considered a warrant modification due to the changing of the
terms of the warrants. The modification had a fair value of $ 0.1 million as of the date of the Inducement, using a Black-Scholes model,
and is recognized as an equity issuance cost in accordance with ASC 718-20-35-3. There were no 2025 Existing Preferred Investment Options
exercised as of June 30, 2025.
Standby
Equity Purchase Agreement (the “SEPA”)
On
December 13, 2024, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, LTD (the “Investor”)
to sell up to $ 10 million in the aggregate of the Company’s Common Shares at any time during the 36-month period following the
effective date of the SEPA (the “Effective Date”). The total number of Common Shares under the terms of the SEPA is limited
to a number equivalent to 19.99 % of the outstanding Common Shares as of the Effective Date unless certain pricing conditions are met,
which could have the effect of limiting the total proceeds made available to the Company under the SEPA. In addition, the issuance of
our Common Shares under the SEPA is subject to further limitations, including that the Common Shares beneficially owned by the Investor
and its affiliates will not exceed 9.99 % in the aggregate of our Common Shares issued and outstanding. The Common Shares issued and sold
to the Investor will be priced at 97 % of the Market Price (as defined in the SEPA) during a specified three-day pricing period.) The
Company reserves the right to set a minimum acceptable price for the Common Share issuances made under the SEPA. During the year ended
June 30, 2025, the Company issued 1,208,336 Common Shares for gross proceeds of approximately $ 6.2 million. This amount has been offset
by commitment fees and other SEPA related fees of $ 0.4 million, since at the inception of the arrangement, the fees exceeded the fair
value of the asset recognized. The SEPA was precluded from equity treatment in accordance with ASC 815-40-25 as the SEPA was not deemed
fixed according to the accounting standard.
F- 19
Under
the terms of the SEPA, the Company paid the Investor a one-time structuring fee in the amount of $ 25,000 and the Company is also obligated
to pay a commitment fee in an amount equal to 2.50 % of the commitment amount (or $ 0.3 million), 25 % of which was paid in December 2024.
The remaining 75 % of the commitment fee shall be paid in three equal quarterly installments beginning on the three-month anniversary
of the Effective Date, with each such installment to be paid at the Company’s option either in cash or by the issuance to the Investor
of such number of Common Shares that is equal to such portion of the deferred fee divided by the lowest daily VWAP of the Common Shares
during the consecutive trading days immediately prior to the date of such installment at the Effective Date.
On
June 13, 2025, the Company and the Investor entered into a certain amendment to Standby Equity Purchase Agreement, or the SEPA Amendment.
Pursuant to the SEPA Amendment, we may, from time to time, suspend, in our sole discretion, the use of the registration statement related
to the common shares under the SEPA by providing written notice to the Investor in the event that we determine in good faith that such
suspension is necessary: (A) to delay the disclosure of material nonpublic information concerning us, the disclosure of which at the
time is not, in our good faith opinion, in our best interest; or (B) to amend or supplement the registration statement or prospectus
so that the registration statement or prospectus shall not include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made,
not misleading, or a Black Out Period. During any such Black Out Period, the Investor has agreed not to sell any common shares pursuant
to the registration statement, but it may sell common shares pursuant to an exemption from the registration requirements under U.S. securities
laws subject to compliance with all applicable laws. Further, pursuant to the SEPA Amendment, we agreed to not impose any Black Out Period
that is more restrictive (including, without limitation, as to duration) than the comparable restrictions that we may impose on transfers
of our equity securities by our directors and senior executive officers. In addition, we shall not deliver any advance notice during
any Black Out Period. If the public announcement of such material, nonpublic information is made during a Black Out Period, the Black
Out Period shall terminate immediately after such announcement, and we shall be obligated to immediately notify the Investor of the termination
of the Black Out Period.
Amended
At-the-Market Offering Agreement (‘ATM Amendment’)
On
June 27, 2024, the Company entered into an amendment (the “ATM Amendment”) to its At-the-Market Offering Agreement, dated
April 7, 2022 (the “Original ATM Agreement” and together with the ATM Amendment, the “Amended ATM Agreement”),
pursuant to which the Company may offer and sell Common Shares, from time to time, in “at the market” offerings through the
Agent. The ATM Amendment amends the Original ATM Agreement to reflect, among other provisions, updates to certain sales settlement provisions
and reimbursement terms, and to supplement the representations being made by the Company to the Agent. During the year ended June 30,
2025, the Company issued 313,242 Common Shares for gross proceeds of approximately $ 1.9 million. This amount has been offset by financing
fees of approximately $ 0.3 million. The Company’s Registration Statement on Form S-3 which was previously filed with the SEC in
connection with the transactions contemplated by the Amended ATM Agreement expired on February 10, 2025.
On
October 24, 2023, the Company entered into a securities purchase agreement (the “2023 Securities Purchase Agreement”) with
two accredited institutional investors (the “Accredited Institutional Investors”) for the sale (the “2023 Private Placement”)
of 150,602 pre-funded warrants of the Company’s common shares at a purchase price of $ 16.60 per share. The pre-funded
warrants have an exercise price of $ 0.0001 and do not have an expiration date. The pre-funded warrants had a fair value of $ 1.2
million at the time of issuance. In addition, the Company agreed, as part of the 2023 Private Placement, to issue to the purchasers
unregistered preferred investment options to purchase up to an aggregate of 199,114 common shares. These preferred investment
options have an exercise price of $ 16.60 and have a term of 5.5 years from issuance. The preferred investment options
had a fair value of $ 1.3 million at the time of their issuance (see 2025 Inducement Offer Letter above).
Concurrently
with the Company’s entry into the 2023 Securities Purchase Agreement, the Company also entered into an inducement offer letter
agreement (the “Inducement Offer Letter”) with the holders of existing preferred investment options (the “Existing
Holders”) to purchase up to an aggregate of 163,636 common shares issued to the Existing Holders on November 21, 2022.
Pursuant to the Inducement Offer Letter, the Existing Holders agreed to exercise for cash their existing preferred investment options
to purchase an aggregate of 163,636 common shares (at a reduced exercise price of $ 16.60 per share) in consideration of
the Company’s agreement to issue new unregistered preferred investment options to purchase up to an aggregate of 327,273 shares
of the Company’s common shares at an exercise price of $ 16.60 per share). Due to ownership limitations, the Accredited Institutional
Investors had 89,827 common shares held in abeyance as of the closing of the 2023 Private Placement. The abeyance shares had
a fair value of $1.5 million and the common shares issued had a fair value of $ 1.2 million on their respective issuance date.
As of June 30, 2025, the Accredited Institutional Investors had drawn down 89,827 abeyance shares.
F- 20
The
inducement contemplated by the Inducement Offer Letter (the “Inducement”) is considered a warrant modification due to the
changing of the terms of the warrants. The modification had a fair value of $ 3.5 million as of the date of the Inducement, using
a Black-Scholes model and is recognized as an equity issuance cost in accordance with ASC 718-20-35-3.
On
October 26, 2023, the parties consummated the 2023 Private Placement and the other transactions contemplated by the 2023 Securities Purchase
Agreement. In connection with such transactions, the Company (i) received gross proceeds of approximately $ 5.2 million and paid
approximately $ 0.6 million in cash fees and (ii) issued 20,425 warrants to our placement agent. These warrants have an exercise
price of $ 20.750 and a term of 5.5 years. The placement agent warrants had a fair value of $ 326,000 as of the date
of their issuance, using a Black-Scholes model and were recorded as an equity issuance cost.
Common
Share Warrants
The
assumptions used in the Black-Scholes model to value the new warrants issued during the years ended June 30, 2025 and 2024, are
set forth in the table immediately below.
June
30,
2025
Exercise price
$ 2.44 - 3.20
Risk-free interest rate
3.68 %
Volatility
142 %
Expected life (years)
1.5
Dividend yield
$ 0 %
June
30,
2024
Exercise price
$ 16.60 – 20.80
Risk-free interest rate
4.82 %
Volatility
109 – 111 %
Expected life (years)
5.0 – 5.5
Dividend yield
$ 0 %
The
assumptions used in the Black-Scholes model to value the modification of warrants issued during the year ended June 30, 2025 and
2024, are set forth in the table immediately below.
June
30,
2025
Exercise price
$ 2.44 - 16.60
Risk-free interest rate
3.68 %
Volatility
133 %
Expected life (years)
3.83
Dividend yield
$ - %
June
30,
2024
Exercise price
$ 16.60 – 60.80
Risk-free interest rate
0.56 – 4.82 %
Volatility
109 – 614 %
Expected life (years)
0 – 6.8
Dividend yield
$ 0 %
F- 21
A
summary of the Company’s warrant activity and related information for the periods covered were as follows:
Number
of
Shares
Under
Warrants
Weighted
Average
Exercise
Price
Balance as at July 1, 2023
175,802
$ 107.40
Granted
648,904
12.80
Exercised
( 279,538 )
9.80
Expired/Cancelled
( 888 )
370.00
Balance as at June 30, 2024
544,280
21.20
Warrants Granted
4,031,630
1.28
Exercised
( 34,700 )
-
Expired/Cancelled
-
-
Warrants Outstanding at June 30, 2025
4,541,210
$ 3.90
Warrants Exercisable at June 30, 2025
4,541,210
$ 3.90
As
of June 30, 2025 and 2024, the warrants exercisable and outstanding have an intrinsic value of $ 8,102,467 and $ 184,539 respectively with
a weighted average remaining life of 2 years and 4 years respectively.
8.
SHARE-BASED PAYMENTS
a)
Option
Plan Details
On
March 24, 2017, and as amended on November 20, 2020, the Company’s shareholders approved: (i) the adoption of a new stock option
plan (the “Plan”) pursuant to which the Company’s Board of Directors may, from time to time, in its discretion and
in accordance with applicable regulatory requirements, grant to directors, officers, employees and consultants of the Company, non-transferable
options to purchase Common Shares, provided that the number of Common Shares reserved for issuance will not exceed twent y
percent ( 20 %) of the issued and outstanding Common Shares at the date the options are granted (on a non-diluted
and rolling basis); and (ii) the application of the Plan to all outstanding stock options of the Company that were granted prior to March
24, 2017 under the terms of the Company’s previous stock option plan. On December 18, 2024 and December 19, 2023, the Company’s
Board of Directors approved the reservation of an additional 60,000 and 35,000 Common Shares under the Plan, respectively.
As
of June 30, 2025 and June 30, 2024, there were 41,278 and 8,966 stock options immediately available for future allocation pursuant
to applicable regulatory requirements. The maximum number of options issuable under the terms of the Plan equates to 20 % of the
then issued and outstanding shares. The option price under each option shall not be less than the closing price on the day prior to the
date of grant. All options vest upon terms as set by the Board of Directors, either over time, up to 36 months, or upon the achievement
of certain corporate milestones.
On
December 20, 2024, the Company granted 28,700 stock options to its employees and external directors. The options have an exercise price
of $ 4.14 with a term of five years . The options vest in equal installments monthly over three years.
On
February 20, 2024, the Company issued 2,500 options to its employees pursuant to the Plan. The options have an exercise price
of $ 7.40 with a term of five years . The options vest in equal installments monthly over three years.
On
December 23, 2023, the Company issued 25,111 options to its employees and consultants pursuant to the Plan. The options have
an exercise price of $ 7.40 with a term of 5 years . The options vest in equal installments monthly over three years.
On
December 23, 2023, the Company additionally issued 1,420 options to members of the Company’s Board of Directors pursuant
to the Plan. The options have an exercise price of $ 7.40 with a term of five years . The options vest on the earlier of (i)
December 23, 2024 or (ii) immediately prior to the next Annual General Meeting.
F- 22
On
December 16, 2023, the Company additionally issued 168 options to members of the Company’s Board of Directors pursuant
to the Plan. The options have an exercise price of $ 26.40 with a term of five years . The options vest on the earlier of (i)
December 16, 2023 or (ii) immediately prior to the next Annual General Meeting.
The
assumptions used in the Black-Scholes model during the years ended June 30, 2025 and 2024, are set forth in the table immediately below:
June 30,
2025
Exercise price $ 4.14
Risk-free interest rate 4.28 %
Volatility 125 %
Expected life (years) 3.6
Dividend yield $ 0 %
June
30,
2024
Exercise price
7.40
Risk-free interest rate
3.95 - 4.30 %
Volatility
116 - 203 %
Expected life (years)
3.5 - 3.6
Dividend yield
$ 0 %
The
following is a summary of changes in outstanding options from July 1, 2023 to June 30, 2025:
Number
Weighted
Average
Exercise
Price
Balance as at July 1, 2023
5,132
$ 625.60
Granted
29,020
7.40
Expired/Forfeited
( 430 )
3,286.80
Balance as at June 30, 2024
33,722
$ 56.69
Granted
28,700
4.14
Expired/Forfeited
( 1,012 )
70.43
Balance as at June
30, 2025
61,410
32.53
June 30, 2024:
Vested and exercisable
5,646
$ 298.00
Unvested
28,076
$ 8.00
June 30, 2025:
Vested and exercisable
23,844
$ 75.35
Unvested
37,566
$ 5.34
Total
expenses arising from share-based payment transactions recognized during the years ended June 30, 2025 and 2024 were $ 119,307 and $ 137,714 ,
respectively, of which $ 71,280 and $ 80,513 , respectively, was allocated to general and administrative expenses, $ 46,637 and $ 56,408 ,
respectively, was allocated to research and development expenses, and $ 1,391 and $ 793 , respectively, was allocated to Cost of Goods
sold.
Unrecognized
compensation cost at June 30, 2025 related to unvested options was $ 72,549 which will be recognized over a weighted-average vesting
period of approximately 1.22 years.
F- 23
9.
LEASE OBLIGATIONS
The
Company is committed to minimum lease payments as follows:
Maturity
Analysis
June
30,
2025
$
Year
1
475,087
Year
2
313,230
Year
3
-
Year
4
-
Year
5
-
More
than five years
-
Total
undiscounted lease liabilities
788,317
Less:
imputed interest
( 47,055 )
Present
value of lease liabilities
741,262
Less:
Current portion of lease liabilities
( 435,507 )
Non-current
portion of lease liabilities
305,755
On
July 29, 2024, the Company entered into a lease agreement for new office space in Vancouver, British Columbia. This office occupies approximately
2,243 square feet with a monthly basic rental rate and operating charges of an estimated C$ 12,296 for the two-year term of the agreement.
The Company used an incremental borrowing rate of 7 % and recognized an ROU asset and corresponding operating lease liability of
$ 205,201 .
On
October 5, 2023, BayMedica amended its lease located in South San Francisco, California, in order to extend its lease to May 14, 2027 .
The Company is obligated to pay $ 1,295,759 over the three-year period unless terminated before the end of the period. The Company used
an incremental borrowing rate of 6.15 % and recognized a ROU asset and corresponding operating lease liability of $ 953,935 . The Company
can terminate the lease with three months’ written notice and a payment of $ 187,938 .
10.
INCOME TAXES
The
following is a reconciliation of income taxes calculated at the combined Canadian federal and provincial income statutory corporate tax
rate of 27.0 % to the tax expense:
2025
2024
$
$
US net income (loss) before taxes
423,063
( 1,756,965 )
Canada net income (loss)
before taxes
( 8,585,196 )
( 5,911,485 )
Net income (loss) before
taxes
( 8,162,133 )
( 7,668,450 )
Income tax expense (recovery) at the statutory
rate
( 2,229,159 )
( 1,966,981 )
Increase (reduction) in income taxes resulting
from:
Change in valuation allowance
4,167,827
1,625,998
State taxes
76,974
( 21,942 )
Permanent differences
34,335
39,252
True up to the return
2,982
( 303,595 )
State Rate Change
8,086
2,949
Foreign exchange differences
( 1,589,832 )
618,907
Share issuance cost capitalized
in equity
( 492,446 )
( 123,415 )
Other
21,233
135,927
Income tax expense
-
7,100
As of June 30, 2025, the Company has non-capital loss carry-forwards
of approximately $ 89.2 million (June 30, 2024 - $ 72.7 million) available to offset future taxable income in Canada. These non-capital
loss carryforwards begin to expire in 2026. As of June 30, 2025, the Company has US Federal net operating losses of $ 5.4 million and state
net operating losses of $ 2.7 million. As of June 30, 2024, the Company has US Federal net operating losses of $ 7.5 million and state net
operating losses of $ 3.7 million. The US Federal NOLs have an indefinite carryforward period, and the state NOLs begin to expire in 2042.
F- 24
Deferred
tax assets and liabilities are as follows:
2025
2024
$
$
Non-capital losses
25,463,223
21,501,476
Financing costs
733,014
861,867
Accrued expenses
61,845
12,831
Intangible assets, net
496,440
146,193
Tax credits
221,406
241,270
Lease liability
108,525
164,288
27,084,453
22,927,925
Intangible assets, net
( 57,977 )
-
Property and equipment, net
( 98,627 )
( 116,231 )
Lease obligations
( 106,029 )
( 157,701 )
( 262,633 )
( 273,932 )
Net deferred tax asset
26,821,820
22,653,993
Valuation allowance
( 26,821,820 )
( 22,653,993 )
-
-
A
full valuation allowance has been applied against the net deferred tax assets because it is more likely than not that future taxable
income will not be available against which the Company can utilize the benefits therefrom.
The
Company recognizes tax benefits from an uncertain tax position only if it is more likely than not that the tax position will be sustained
on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated
financial statements from any such position would be measured based on the largest benefit that has a greater than fifty percent
likelihood of being realized upon ultimate settlement. It is the Company’s policy to recognize interest and penalties accrued on
any uncertain tax benefits as a component of income tax expense.
The
Company files income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and Canada. The Company’s U.S.
Federal and State tax returns for the years 2021 through 2024 remain subject to examination by their respective taxing authorities.
The
Company is subject to taxation at the federal, state, and local levels in the United States and Canada.
11.
SEGMENT INFORMATION
The
Company reports segment information based on the management approach, which designates the internal reporting used by the Chief Operating
Decision Maker (“CODM”), the Company’s Chief Executive Officer and the senior management team, for making decisions
and assessing performance as the source of the Company’s reportable segments. The CODM allocates resources and assesses the performance
of each operating segment based on potential licensing opportunities, historical and potential future product sales, operating expenses,
and operating income (loss) before interest and taxes. The Company has determined its reportable segments to be ‘InMed Pharma’
and ‘BayMedica Commercial’ based on the information used by the CODM. Other than cash, cash equivalents and short-term investments
(“Unrestricted cash”) balances, the CODM does not regularly review asset information by reportable segment and, therefore,
the Company does not report asset information by reportable segment.
The
InMed Pharma segment is largely organized around the research and development of small molecule pharmaceuticals drug candidates and the
BayMedica Commercial segment is largely organized around manufacturing technologies to produce and commercialize bulk rare cannabinoids
for sale as ingredients in the health and wellness industry. Total assets held in the ‘InMed Pharma’ segment as of June 30,
2025 and 2024 were $ 13.7 million and $ 9.2 million, respectively. Total assets as of June 30, 2025 and 2024, held in the BayMedica Commercial
segment were $ 1.9 million and $ 2.6 million, respectively.
F- 25
The
following table presents information about the Company’s reportable segments for the years ended June 30, 2025 and 2024:
Year
Ended June 30,
2025
2024
InMed
BayMedica
Total
InMed
BayMedica
Total
$
$
$
$
$
$
Sales
-
4,942,633
4,942,633
-
4,597,730
4,597,730
Cost of sales
-
( 3,236,047 )
( 3,236,047 )
-
( 3,496,817 )
( 3,496,817 )
Operating
expenses
( 8,474,641 )
( 1,178,411 )
( 9,653,052 )
( 8,400,411 )
( 896,853 )
( 9,297,264 )
Other
income (expense)
155,882
-
155,882
532,782
( 4,881 )
527,901
Finance
Expense
( 371,549 )
-
( 371,549 )
-
-
-
(Loss)
income before income taxes
( 8,690,308 )
528,175
( 8,162,133 )
( 7,867,629 )
199,179
( 7,668,450 )
Unrestricted
cash
10,684,376
391,495
11,075,871
5,669,113
902,497
6,571,610
12.
COMMITMENTS AND CONTINGENCIES
Pursuant
to the terms of agreements with various contract research organizations, as of June 30, 2025, the Company is committed for contract research
services and materials at a cost of approximately $ 0.2 million, expected to occur in the twelve months following period.
Pursuant
to the terms of agreements with various vendors, as of June 30, 2024, the Company is committed for contract materials and equipment at
a cost of approximately $ 0.1 million, expected to occur in the twelve months following June 30, 2025.
Pursuant
to the terms of a certain Technology Assignment Agreement, dated as of May 31, 2017 (the “Technology Agreement”), between
the Company and the University of British Columbia (“UBC”), the Company is committed to pay royalties to UBC on certain licensing
and royalty revenues received by the Company for biosynthesis of certain drug products that are covered by the Technology Agreement.
To date, no payments have been required to be made.
Pursuant
to the terms of a certain Collaborative Research Agreement, dated as of December 13, 2018, between the Company and UBC, pursuant
to which the Company owns all rights, title and interests in and to any intellectual property, in addition to funding research at UBC,
the Company is committed to make a one-time payment upon filing of any PCT patent application arising from the research. To date, one
such payment has been made to UBC.
Pursuant
to the terms of a certain Contribution Agreement, dated as of November 1, 2018, between the Company and National Research Council Canada,
as represented by its Industrial Research Assistance Program (“NRC-IRAP”), under certain circumstances contributions received,
including the disposition of the underlying intellectual property developed in part with NRC-IRAP contributions, may become repayable.
As of June 30, 2024, there have been no triggering events to cause a repayment.
Short-term
investments include guaranteed investment certificates, with one year terms, of $ 43,384 and $ 43,064 as of June 30, 2025 and 2024 respectively,
that are pledged as security for a corporate credit card.
In
addition to the foregoing, the Company has entered into certain agreements in the ordinary course of operations that may include indemnification
provisions, which are common in such agreements. In some cases, the maximum amount of potential future indemnification is unlimited;
however, the Company currently holds commercial general liability insurance. This insurance may limit the Company’s overall liability
and may enable the Company to recover a portion of any future amounts paid. Historically, the Company has not made any indemnification
payments under such agreements, and it believes that the fair value of these indemnification obligations is minimal. Accordingly, the
Company has not recognized any liabilities relating to these obligations for any period presented.
F- 26
BayMedica
entered into a technology license agreement (“Agreement”) with a third party (the “Licensor”) on February 15,
2021. Under the Agreement, BayMedica agreed to license a proprietary process in the United States where it has a pending U.S. patent
application in exchange for certain annual royalty payments contingent on the net sales of products made using the licensed process.
The royalty payments were to be made for the period beginning on the first commercial sale of the licensed product and ending on the
later of the expiration of the Licensor’s patent rights or ten years after the first commercial sale of such licensed product.
On
April 29, 2025, BayMedica received a letter from the Licensor of its intention to commence arbitration proceedings pursuant to the Agreement
together with a Notice of Arbitration (the “Patent License Matter”). The Patent License Matter will be subject to final,
binding and non-appealable arbitration under the Arbitration Act, 1991 (Ontario) and determined pursuant to Ontario law.
In
its Notice of Arbitration, the Licensor takes the position that the annual royalty payments are not simply required to maintain an exclusive
license with respect to the proprietary process, but rather function as guaranteed annual minimum payments that BayMedica must make for
the duration of the Agreement regardless of net sales. On the basis of this theory, and this theory alone, the Licensor seeks relief
against BayMedica including (a) approximately US $ 3.4 M in annual payments for 2022 through 2024 and (b) a declaration that BayMedica
is liable to pay certain annual minimum payments of approximately $ 2.3 M for the remainder of the term of the Agreement. BayMedica disputes
the amount owing and to be paid over the duration of the agreement. BayMedica vehemently contests the Licensor’s interpretation
of the Agreement and its position in the Patent License Matter, and intends to take all necessary steps to vigorously defend the Patent
License Matter.
While
we are not able to predict the outcome of the Patent License Matter with any certainty, an unfavorable outcome to BayMedica would have
a material adverse impact on the Company’s business and financial condition and on BayMedica’s ability to continue operations.
13.
RELATED PARTY TRANSACTIONS
On
February 11, 2022, the Board of Directors appointed Janet Grove as a director of the Company, a position she held until February 10,
2025, at which time the Company’s Board of Directors (the “Board”), upon the outcome of the Nominating & Governance
Committee’s determination and recommendation, elected to accept her resignation from the Board. Ms. Grove is a Partner of Norton
Rose Fulbright Canada LLP (“NRFC”). During the period from July 1, 2024 to February 10, 2025, NRFC and Norton Rose Fulbright
US LLP (“NRFUS” and together with NRFC, “NRF”) rendered legal services in the amount of $ 316,977 to the Company.
During the twelve months ended June 30, 2024, NRF rendered legal services in the amount of $ 226,793 , to the Company. These transactions
were in the normal course of operations and were measured at the exchange amount which represented the amount of consideration established
and agreed to by NRF. No legal services rendered by NRF were provided by Ms. Grove directly.
14.
SUBSEQUENT EVENTS
The
Company has evaluated subsequent events through the date of the filing of this Annual Report on Form 10-K and determined that there have
been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements except for
the matters described below.
The
One Big Beautiful Bill Act (‘OBBBA’), passed by the House of Representatives in May 2025 and signed into law on July 4, 2025
by President Trump, marks a pivotal shift in tax treatment for research and development (R&D) expenses. Effective for tax years beginning
after December 31, 2024, the bill reverses the Tax Cuts and Jobs Act’s requirement to capitalize and amortize domestic R&D
costs over five years , restoring full immediate expensing. Businesses can also deduct unamortized expenses from prior years in
2025. The Company is currently evaluating the impact of the OBBBA.
Subsequent
to June 30, 2025, 382,000 Pre-Funded Warrants have been exercised under the 2025 Securities Purchase Agreement.
F- 27
ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Please refer to “Item
4.01 - Changes in Registrant's Certifying Accountant" in our Current Report on Form 8-K, filed with the SEC on June 13, 2025.