Item 9A. Controls and Procedures
ITEM
9A. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Our
management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of
our disclosure controls and procedures as of June 30, 2025. The term “disclosure controls and procedures,” as defined in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that
information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports
that it files or submits under the Exchange Act is accumulated and communicated to its management, including its principal executive
and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that
any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives
and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based
on the evaluation of our disclosure controls and procedures as of June 30, 2025, our principal executive officer and principal financial
officer concluded that, as of such date, our disclosure controls and procedures were effective.
Management’s
Report on Internal Control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over
financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended, as a process designed
by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the company’s
board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes
those policies and procedures that:
●
Pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
●
Provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors
of the Company; and
●
Provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could
have a material effect on the financial statements.
83
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those
systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our
management assessed the effectiveness of our internal control over financial reporting as of June 30, 2025. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated
Framework (2013). Based on this evaluation, management has concluded our internal control over financial reporting as of June 30, 2025
was effective.
Changes
in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d)
and 15d-15(d) of the Exchange Act that occurred during the year ended June 30, 2025 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
ITEM
9B. OTHER INFORMATION
During
the three months ended June 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement”
or “non-Rule 10b5-1 trading arrangement,” as each term is defined in item 408(a) of Regulation S-K.
ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENTS INSPECTIONS
Not
applicable
84
PART
III
The
information required by Part III is omitted from this report because we will file a definitive proxy statement (the “2024 Proxy
Statement”) for our 2025 Annual Meeting of Stockholders within 120 days after the end of our 2025 fiscal year pursuant to Regulation
14A of the Exchange Act. If the 2025 Proxy Statement is not filed within 120 days after the end of the fiscal year covered by this Annual
Report, the omitted information will be included in an amendment to this Annual Report filed not later than the end of such 120-day period.
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The
response to this item is incorporated by reference from the discussion responsive thereto under the captions “Management and Corporate
Governance,” “Section 16(a) Beneficial Ownership Reporting Compliance,” and “Code of Business Conduct and Ethics”
in the Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders.
ITEM
11. EXECUTIVE COMPENSATION
The
response to this item is incorporated by reference from the discussion responsive thereto under the caption “Executive Officer
and Director Compensation” in the Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders.
We
have adopted a clawback policy in which we may seek the recovery or forfeiture of incentive compensation paid by us, including cash,
equity or equity-based compensation, in the event we restate our financial statements under certain circumstances. The clawback policy
applies to our Section 16 officers, any employee who was eligible to receive incentive compensation and whose conduct contributed to
the need for a restatement, and any other former Section 16 officer or other employee who contributed to the need for such restatement.
A copy of the clawback policy has been filed as Exhibit 97.1 to this Annual Report.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The
response to this item is incorporated by reference from the discussion responsive thereto under the captions “Security Ownership
of Certain Beneficial Owners and Management,” and “Equity Compensation Plan Information” in the Company’s Proxy
Statement for the 2025 Annual Meeting of Stockholders.
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The
response to this item is incorporated by reference from the discussion responsive thereto under the captions “Certain Relationships
and Related Person Transactions” and “Management and Corporate Governance” in the Company’s Proxy Statement for
the 2024 Annual Meeting of Stockholders.
ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Our
independent registered public accounting firm is CBIZ CPAs P.C. PCAOB Auditor ID 199. The information required by this item will be included
in our definitive proxy statement with respect to our 2025 Annual Meeting of Shareholders to be filed with the SEC and is incorporated
herein by reference.
85
PART
IV
ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The
following documents are being filed as part of this report:
(1)
The
following financial statements of the Company and the report of CBIZ CPAs P.C. The reports of the
independent public accounting firms are included in Part II, Item 8:
Reports of Independent Registered Public Accounting Firm
F-3
Reports of Independent Registered Public Accounting Firm
F-4
Consolidated
Balance Sheets
F-5
Consolidated
Statements of Operations and Comprehensive Loss
F-6
Consolidated
Statements of Shareholders’ Equity
F-7
Consolidated
Statements of Cash Flows
F-8
Notes
to Consolidated Financial Statements
F-9
(2)
All financial statement
supporting schedules are omitted because the information is inapplicable or presented in the Notes to Consolidated Financial Statements.
(3)
A list of exhibits filed
with this report or incorporated herein by reference is found in the Exhibit Index immediately following the signature page of this
Annual Report.
EXHIBIT
NUMBER
DESCRIPTION
2.1
Amended
and Restated Agreement and Plan of Reorganization, dated as of October 13, 2021, by and among InMed Pharmaceuticals Inc., InMed LLC,
BayMedica, Inc., BM REP, LLC, as the stockholder representative, and certain stockholders thereto (incorporated by reference to Exhibit
2.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 13, 2021).
3.1
Amended
and Restated Articles of InMed Pharmaceuticals Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Registration
Statement on Form S-1 filed with the SEC on June 19, 2020).
4.1
Form
of Specific Common Share Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form
S-1 filed with the SEC on July 13, 2021).
4.2
Form
of Common Shares Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed
with the SEC on November 12, 2020).
4.3
Form
of Preferred Investment Option (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed
with the SEC on June 6, 2022).
4.4
Warrant
Amendment Agreement (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the SEC
on June 6, 2022).
4.5
Form
of Placement Agent Preferred Investment Option (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on
Form 8-K filed with the SEC on September 14, 2022).
4.6
Form
of Placement Agent Preferred Investment Option (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on
Form 8-K filed with the SEC on November 22, 2022).
4.7
Form
of Preferred Investment Option (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed
with the SEC on October 30, 2023).
4.8
Form
of Placement Agent Preferred Investment Option (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on
Form 8-K filed with the SEC on October 30, 2023).
86
4.19
Description
of Securities of InMed Pharmaceuticals Inc. (incorporated by reference to Exhibit 4.13 to the Company’s Annual Report on Form
10-K filed with the SEC on September 30, 2024).
10.1†
InMed
Pharmaceuticals Inc. 2017 Amended and Restated Stock Option Plan, as amended (incorporated by reference to Exhibit 4.2 to the Company’s
Current Report on Form S-8 filed with the SEC on March 5, 2021).
10.2†
Form
of Stock Option Agreement pursuant to the InMed Pharmaceuticals Inc. 2017 Amended and Restated Stock Option Plan (incorporated by
reference to Exhibit 4.3 to the Company’s Current Report on Form S-8 filed with the SEC on March 5, 2021).
10.3†
Amended
and Restated Executive Employment Agreement, dated March 1, 2021, between Eric A. Adams and InMed Pharmaceuticals Inc. (incorporated
by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 13, 2021).
10.4†
Amendment
dated July 11, 2022 to Eric Adams’ Employment Agreement dated 1 March 2021 (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed with the SEC on July 18, 2022).
10.5†
Amended
and Restated Executive Employment Agreement, dated March 1, 2021, between Eric Hsu and InMed Pharmaceuticals Inc. (incorporated by
reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 13, 2021).
10.6†
Employment
Agreement dated July 15, 2022, between InMed Pharmaceuticals Inc. and Michael Woudenberg (incorporated by reference to Exhibit 10.1
to the Company’s Current Report on Form 8-K filed with the SEC on July 20, 2022)
10.7†
Form
of InMed Pharmaceuticals Inc. Indemnification Agreement entered into with each member of the board of directors and Executive Officers
(incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed with the SEC on September 24,
2021)
10.8
Amendment
No. 1, dated June 27, 2024, to the At the Market Offering Agreement dated April 7, 2022 by and between InMed Pharmaceuticals Inc.,
and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form
8-K filed with the SEC on June 28, 2024).
10.9
Scientific Advisory Board
Consulting Agreement, dated as of September 4, 2024, between the Company and Barry Greenberg, Ph.D. (incorporated by reference to
Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed with the SEC on September 30, 2024).
10.10
Form
of Inducement Letter, dated October 24, 2023 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on
Form 8-K filed with the SEC on October 30, 2023).
10.11
Form
of Securities Purchase Agreement, dated October 24, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current
Report on Form 8-K filed with the SEC on October 30, 2023).
10.12
Standy
Equity Purchase Agreement, dated December 13, 2024, by and between InMed Pharmaceuticals Inc. and YA II PN, LTD (incorporated by
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 18, 2024).
87
10.13
Amendment to Standy Equity
Purchase Agreement, dated June 13, 2025, by and between InMed Pharmaceuticals Inc. and YA II PN, LTD (incorporated by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 13, 2025).
10.14
Form of Securities Purchase Agreement, dated June 24, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 30, 2025).
10.15
Form
of Existing Investment Options Amendment (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form
8-K filed with the SEC on June 30, 2025).
19.1*
InMed Pharmaceuticals Inc.
Insider Trading Policy
21.1
Subsidiaries
of the Company (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the SEC on
September 30, 2024).
23.1*
Consent of CBIZ CPAs P.C.
23.2*
Consent of Marcum LLP.
31.1*
Certification of Principal
Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act of 1934, as amended, pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification
of Principal Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act of 1934, as amended,
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certification
of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
32.2*
Certification
of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
97.1
Compensation Clawback Policy
(incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed with the SEC on September 30,
2024).
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).
ITEM
16. 10-K SUMMARY
Not
applicable.
88
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)
September 22, 2025
By:
/s/
Netta Jagpal
Netta Jagpal
Chief Financial 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
September
22, 2025
Eric
A. Adams
(Principal
Executive Officer)
/s/
Netta Jagpal
Chief Financial Officer
September
22, 2025
Netta
Jagpal
(Principal Financial Officer and Principal Accounting Officer)
/s/
Andrew Hull
Director
September
22, 2025
Andrew
Hull
(Chairman
to the Board of Directors)
/s/
Bryan Baldasare
Director
September
22, 2025
Bryan
Baldasare
/s/
Nicole Lemerond
Director
September
22, 2025
Nicole Lemerond
89