UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended September 30, 2025
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from __________ to __________
Commission
File Number: 001-39685
INMED
PHARMACEUTICALS INC.
(Exact
name of registrant as specified in its charter)
British Columbia, Canada 98-1428279
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer
Identification No.)
Suite 1445 - 885 W. Georgia Street ,
Vancouver , B.C .
Canada
V6C 3E8
(Address of Principal Executive Offices) (Zip Code)
(604)
669-7207
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Shares, no par value INM The Nasdaq Stock Market LLC
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes ☐ No ☒
On October 31, 2025, there were 2,804,186 shares of the registrant’s
common shares, no par value, outstanding.
InMed
Pharmaceuticals Inc.
INDEX
Page
PART
I – FINANCIAL INFORMATION 1
ITEM
1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
19
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
28
ITEM
4. CONTROLS AND PROCEDURES
28
PART
II – OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
29
ITEM
1A. RISK FACTORS
29
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
30
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
30
ITEM
4. MINE SAFETY DISCLOSURE
30
ITEM
5. OTHER INFORMATION
30
ITEM
6. EXHIBITS
30
SIGNATURES
31
i
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Quarterly
Report”) contains “forward-looking statements” within the meaning of United States Private Securities Litigation Reform
Act of 1995 and “forward-looking information” within the meaning of applicable Canadian securities law, which are included
but are not limited to statements with respect to the Company’s anticipated results and progress of the Company’s operations,
research and development in future periods, plans related to its business strategy, and other matters that may occur in the future. These
statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable
and assumptions of management. We may, in some cases, use words such as “anticipate”, “believe”, “could”,
“estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”,
“will”, “would”, and similar expressions that convey uncertainty of future events or outcomes to identify these
forward-looking statements. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking
statements. Some of the important risks and uncertainties that could materially affect forward-looking statements are described further
under IA. “ Risk Factors ” in our Annual Report on Form 10-K for the year ended June 30, 2025, which was originally filed
with the SEC on September 23, 2025 (the “2025 Annual Report”), Item 1A. “ Risk Factors ” in this Quarterly
Report and Item 2. “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” in
this Quarterly Report, and include, but are not limited to, the following:
●
Our ability to stem operating
losses and our ability to obtain additional financing to fund our operations;
●
The revenues of BayMedica,
LLC (“BayMedica”) and the commercial viability of its product portfolio;
●
Our ability to effectively
research, develop, manufacture and commercialize pharmaceutical drug candidates that will treat diseases with high unmet medical
needs;
●
The continued optimization
of key, proprietary manufacturing approaches and technologies;
●
Our ability to commercialize
and, where required, register products in the pharmaceutical R&D programs (“Product Candidates”) and those targeted
to the health and wellness sector (“Products”) in the United States and other jurisdictions;
●
Our success in initiating
discussions with potential partners for licensing various aspects of our Product Candidates;
●
Our ability to successfully
access existing manufacturing capacity via leases with third-parties or to transfer our manufacturing processes to contract manufacturing
organizations;
●
Our belief that our manufacturing
approaches that we are developing are robust and effective and will result in commercially viable yields of cannabinoids and will
be a significant improvement upon existing manufacturing platforms;
●
Our ability to successfully
scale up our IntegraSyn approach to cannabinoid manufacturing. We have created genetically engineered microbes that produce proprietary
enzymes, which are then used to optimize subsequent biotransformation reactions or other cost-effective manufacturing approaches
so that it may be a potential manufacturing method in the future which could reduce the need to source active pharmaceutical ingredients
(“APIs”) from third-party API manufacturers;
●
The success of the key
next steps in our manufacturing approaches, including continuing efforts to diversify the number of products produced, scaling-up
the processes to larger vessels and identifying external vendors to assist in the commercial scale-up of the process;
ii
●
Our ability to successfully
make determinations as to which research and development programs to continue based on several strategic factors;
●
Our ability to continue
to outsource the majority of our research and development activities through scientific collaboration agreements and arrangements
with various scientific collaborators, academic institutions and their personnel;
●
The success of work to
be conducted under the research and development collaboration between us and various contract development and manufacturing organizations
(“CDMOs”);
●
Our ability to develop
our therapies through early human testing;
●
Our ability to evaluate
the financial returns on various commercialization approaches for our Product Candidates, such as a ‘go-it-alone’ commercialization
effort, out-licensing to third parties, or co-promotion agreements with strategic collaborators;
●
Our ability to find a partnership
early in the development process for our various programs;
●
Our ability to explore
our manufacturing technologies as processes which may confer certain benefits, including cost, yield, speed, or all the above, when
pursuing specific types of molecules, and filing a provisional patent application for same;
●
Plans regarding our next
steps, options, and targeted benefits of our manufacturing technologies;
●
Our Products being bio-identical
to the naturally occurring molecules, and offering superior ease, control and quality of manufacturing when compared to alternative
methods;
●
U.S. Food and Drug Administration
(“FDA”) regulatory acceptance of Product Candidates for potential use in the pharmaceutical industry;
●
Our ability to successfully
file, prosecute and defend patent applications;
●
The potential for any of
our patent applications to provide intellectual property protection for us;
●
The termination or renegotiation
of our supplier, technology and other material contracts, including the invoking of force majeure or termination clauses, and actual
or threatened claims of our failure to comply with any obligations set forth under such contracts;
●
The adequacy of, or gaps
in, insurance coverage upon the occurrence of a catastrophic or other material adverse event, as well as our ability to (i) expand
our insurance coverage to include the commercial sale of Products and Product Candidates and (ii) secure insurance coverage for shipping
and storage of Product Candidates, and clinical trial insurance;
●
Developing patentable New
Chemical Entities (“NCE”) which, if issued, will confer market exclusivity to us for the potential development into pharmaceutical
Product Candidates, license, partner or sell to interested external parties;
●
Our ability to initiate
discussions and conclude strategic partnerships to assist with development of certain programs;
●
Our ability to position
ourselves to achieve value-driving, near term milestones for our Product Candidates with limited investment;
●
Our ability to effectively
execute our business strategy;
iii
●
The sufficiency of our
internal controls, including any exposure arising from the failure to (i) establish and maintain effective internal control over
financial reporting in accordance with applicable regulatory requirements, and (ii) fully remediate any material weakness identified
with respect to such internal controls;
●
Epidemics, pandemics, global
health crises, or other public health events and concerns, and the effectiveness of associated vaccinations and treatments;
●
Consolidation of our competitors
and suppliers;
●
Effects of new products
and new technology on the market, including with respect to automation and the use of artificial intelligence;
●
The impact of geopolitical,
global, regional or local economic and financial market risks and challenges, applicability of foreign laws, including foreign labor
and employment laws, foreign tax and customs regimes, and foreign currency exchange rate risk;
●
Political disturbances,
geopolitical instability and tensions, or terrorist attacks, and associated changes in global trade policies and economic sanctions,
including, but not limited to, in connection with (i) the Russo-Ukrainian war and (ii) any impact, effect, damage, destruction and/or
bodily harm directly or indirectly relating to the ongoing hostilities in the Middle East;
●
The outcome of any legal
proceedings, disputes, claims and administrative proceedings that arise in the ordinary course of our business activities,
including our ongoing matter with a third party licensor; and
●
Our failure to satisfy
any applicable listing standards, including compliance with the minimum bid price rule, and the actual or threatened delisting of
our securities by Nasdaq.
This list is not exhaustive of the factors, events,
conditions and circumstances that may affect the forward-looking statements contained in this Quarterly Report. Although we have attempted
to identify important factors that could cause actual results to differ materially from those described in forward-looking statements,
there may be other factors that cause results not to be as anticipated, estimated or intended. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated,
or expected. Moreover, new risks regularly emerge, and it is not possible for our management to predict or articulate all risks we face,
nor can we assess the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results
to differ from those contained in any forward-looking statements, which differences could be material. We caution readers not to place
undue reliance on any such forward-looking statements, which speak only as of the date made and are based only on the information available
to us at that time. Except as required by law, we disclaim any obligation to subsequently revise any forward-looking statements to reflect
events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. We
qualify all of our forward-looking statements by these cautionary statements.
iv
PART
I
ITEM
1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
Unaudited
Condensed Consolidated Financial Statements of
InMed
Pharmaceuticals Inc.
For
the Three Months Ended September 30, 2025 and 2024
1
InMed
Pharmaceuticals Inc.
(Expressed
in U.S. Dollars)
September
30, 2025
INDEX
Page
Financial
Statements
●
Condensed
Consolidated Balance Sheets as of September 30, 2025 (unaudited) and June 30, 2025
3
●
Condensed
Consolidated Statements of Operations for the three months ended September 30, 2025 and 2024 (unaudited)
4
●
Condensed
Consolidated Statements of Shareholders’ Equity for the three months ended September 30, 2025 and 2024 (unaudited)
5
●
Condensed
Consolidated Statements of Cash Flows for the three months ended September 30, 2025 and 2024 (unaudited)
6
●
Notes
to the Condensed Consolidated Financial Statements
7-18
2
InMed
Pharmaceuticals Inc.
CONDENSED
CONSOLIDATED BALANCE SHEETS
Expressed
in U.S. Dollars
September 30,
June 30,
2025
2025
Unaudited
$
$
ASSETS
Current
Cash and cash equivalents
9,331,077
11,075,871
Short-term investments
42,859
43,384
Accounts receivable, net
343,469
465,104
Inventories, net
890,807
961,173
Prepaids and other current assets
191,755
321,747
Total current assets
10,799,967
12,867,279
Non-Current
Property, equipment and ROU assets, net
881,549
992,199
Intangible assets, net
1,579,569
1,620,562
Other assets
100,000
100,000
Total Assets
13,361,085
15,580,040
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current
Accounts payable and accrued liabilities
1,130,219
1,404,283
Current portion of lease obligations
424,765
435,507
Total current liabilities
1,554,984
1,839,790
Non-current
Lease obligations, net of current portion
215,478
305,755
Total Liabilities
1,770,462
2,145,545
Commitments and Contingencies (Note 10)
Shareholders’ Equity
Common shares, no par value, unlimited authorized shares: 2,604,186 and 2,002,186 as of September 30, 2025 and June 30, 2025, respectively, issued and outstanding
91,806,396
91,221,174
Additional paid-in capital
38,620,449
39,322,644
Accumulated deficit
( 118,964,791 )
( 117,237,892 )
Accumulated other comprehensive income
128,569
128,569
Total Shareholders’ Equity
11,590,623
13,434,495
Total Liabilities and Shareholders’ Equity
13,361,085
15,580,040
The
accompanying notes form an integral part of these condensed consolidated financial statements.
3
InMed
Pharmaceuticals Inc.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Expressed
in U.S. Dollars
For the Three Months Ended
September 30,
2025
2024
$
$
Sales
1,120,121
1,264,638
Cost of sales
716,962
771,225
Gross profit
403,159
493,413
Operating Expenses
Research and development
581,612
700,145
General and administrative
1,532,015
1,492,961
Amortization and depreciation
53,202
54,579
Foreign exchange (gain) loss
56,994
( 19,310 )
Total operating expenses
2,223,823
2,228,375
Other Income (Expense)
Interest and other income
93,765
57,094
Loss before income tax expense
( 1,726,899 )
( 1,677,868 )
Income tax expense
-
-
Net loss for the period
( 1,726,899 )
( 1,677,868 )
Net loss per share for the period
Basic and diluted
( 0.44 )
( 2.71 )
Weighted average outstanding common shares
Basic and diluted
3,954,549
620,127
The
accompanying notes form an integral part of these condensed consolidated financial statements.
4
InMed
Pharmaceuticals Inc.
CONDENSED CONSOLIDATED
STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)
For
the Three months ended September 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, 2025
2,002,186
91,221,174
39,322,644
( 117,237,892 )
128,569
13,434,495
Share issuance costs
-
( 137,178 )
-
-
-
( 137,178 )
Exercise of pre-funded warrants
602,000
722,400
( 722,400 )
-
-
-
Loss for the period
-
-
-
( 1,726,899 )
-
( 1,726,899 )
Share-based compensation
-
-
20,205
-
-
20,205
Balance September 30, 2025
2,604,186
91,806,396
38,620,449
( 118,964,791 )
128,569
11,590,623
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 Private Placement
186,404
1,030,063
-
-
-
1,030,063
Share
issuance costs
-
( 191,824 )
-
-
-
( 191,824
)
Exercise
of pre-funded warrants
34,701
576,034
( 576,034
)
-
-
-
Loss for
the period
-
-
-
( 1,677,868
)
-
( 1,677,868
)
Share-based
compensation
-
-
28,964
-
-
28,964
Balance
September 30, 2024
667,013
84,198,673
34,821,829
( 110,753,627
)
128,569
8,395,444
The
accompanying notes form an integral part of these condensed consolidated financial statements.
5
InMed
Pharmaceuticals Inc.
CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS (UNAUDITED)
For
the Three Months ended September 30, 2025 and 2024
Expressed
in U.S. Dollars
For the Three Months Ended September 30,
2025
2024
$
$
Cash provided by (used in):
Operating Activities
Net loss
( 1,726,899 )
( 1,677,868 )
Items not requiring cash:
Amortization and depreciation
53,202
54,579
Share-based compensation
20,205
28,964
Amortization of right-of-use assets
103,478
90,401
Unrealized foreign exchange loss
1,358
5,270
Changes in operating assets and liabilities:
Inventories
70,366
24,251
Prepaids and other currents assets
129,992
328,867
Accounts receivable
122,160
67,624
Accounts payable and accrued liabilities
( 274,066 )
( 642,392 )
Lease obligations
( 107,412 )
( 106,506 )
Total cash used in operating activities
( 1,607,616 )
( 1,826,810 )
Investing Activities
Sale of short-term investments
20,957
21,324
Purchase of short-term investments
( 20,957 )
( 21,324 )
Total cash used in investing activities
-
-
Financing Activities
Proceeds from the private placement
-
1,030,063
Share issuance costs
( 137,178 )
( 191,824 )
Total cash (used in) provided by financing activities
( 137,178 )
838,239
Decrease in cash and cash equivalents during the period
( 1,744,794 )
( 988,571 )
Cash and cash equivalents beginning of the period
11,075,871
6,571,610
Cash and cash equivalents end of the period
9,331,077
5,583,039
SUPPLEMENTARY CASH FLOW INFORMATION:
Cash paid during the period for:
Income taxes
$ -
$ -
Interest
$ -
$ -
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Recognition of Right-of-use asset and corresponding operating lease
$ -
$ 187,223
The
accompanying notes form an integral part of these condensed consolidated financial statements.
6
InMed
Pharmaceuticals Inc.
Notes
to the Condensed Consolidated Financial Statements
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 condensed consolidated financial statements are issued.
Through September 30, 2025, the Company
has funded its operations primarily with proceeds from the sale of the Company’s common shares. The Company has incurred recurring
losses and negative cash flows from operations since its inception, including net losses of approximately $ 1.7 million for each of the
three months ended September 30, 2025 and 2024. In addition, the Company had an accumulated deficit of approximately $ 119 million
as of September 30, 2025. The Company expects to continue to generate operating losses for the foreseeable future.
As
of the issuance date of these condensed consolidated quarterly financial statements, the Company expects its cash, cash equivalents and
short-term investments of $ 9.4 million as of September 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 condensed
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 condensed 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.
7
2.
SIGNIFICANT ACCOUNTING
POLICIES
Basis
of Presentation
These
condensed 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.
These unaudited condensed consolidated
financial statements reflect all adjustments, consisting solely of normal recurring adjustments, which, in the opinion of management,
are necessary for a fair presentation of results for the interim periods presented. The results of operations for the three months ended
September 30, 2025 and 2024 are not necessarily indicative of results that can be expected for a full year. These unaudited condensed
consolidated financial statements follow the same significant accounting policies as those described in the notes to the audited consolidated
financial statements of the Company for the fiscal year ended June 30, 2025.
Reclassifications
Certain
prior year amounts in the condensed 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 three months ended September 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
condensed 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 condensed consolidated financial statements.
Foreign
Currency
The
functional currency of the Company and its subsidiaries is the U.S. Dollar. These condensed 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.
8
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 September 30, 2025 and June 30, 2025, the Company held $ 4.5 million and $ 4.5 million, 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.
Concentration
of Credit Risk and Other Risks and Uncertainties
At times, cash balances may exceed
the Federal Deposit Insurance Corporation or Canadian Deposit Insurance Corporation limits. The Company has not experienced any losses
related to these balances. The uninsured cash balance as of September 30, 2025, was $ 6.3 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.
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
Three Months Ended September 30, 2025
Revenues, customer concentration risk
25 %
35 %
*
12 %
*
*
19 %
Three Months Ended September 30, 2024
Revenues, customer concentration risk
22 %
18 %
20 %
*
15 %
*
*
As of September 30, 2025
Accounts receivable, customer concentration risk
52 %
18 %
*
*
*
23 %
*
* Less than 10%.
9
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 condensed consolidated
statements of operations and comprehensive loss in other comprehensive loss.
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 September 30, 2025.
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.
10
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’.
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 September 30, 2025 and 2024, the Company
has 1,350,363 and nil 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 Common Shares that have been excluded from diluted net income (loss) per because their
effect was anti-dilutive:
As of September 30,
2025
2024
Options
60,356
33,724
Warrants
2,588,847
509,602
2,649,203
543,326
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.
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.
11
Segment
reporting
The Company’s operations consist of two operating and reportable
segments, the Pharma segment and the Commercial segment.
The Pharma segment is largely organized around the research and development
of small molecule pharmaceuticals drug candidates and the 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 9).
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 condensed consolidated financial statements as a result of future adoption.
In
July 2025, the FASB issued ASU 2025-05, Financial Instruments — Credit Losses , which provides a practical expedient
for estimating expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted
for under Topic 606, Revenue from Contracts with Customers . ASU 2025-05 is effective for annual periods beginning after December
15, 2025 and interim periods within those annual reporting periods and should be applied prospectively, with early adoption permitted.
The Company is assessing the impact of adopting this standard.
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 has adopted this accounting pronouncement.
3. INVENTORIES
Inventories
consisted of the following:
September 30,
2025
June 30,
2025
$
$
Raw materials
172,200
258,300
Work in process
422,798
26,695
Finished goods
295,809
676,178
Inventories
890,807
961,173
As of September 30, 2025 and June 30, 2025, the Company has an inventory write-down due to obsolescence of $ 208,737 .
12
4. INTANGIBLE
ASSETS
The
following table summarizes the Company’s intangible assets:
September 30,
2025
June 30,
2025
$
$
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
( 1,347,851 )
( 1,306,858 )
Intangible assets, net
1,579,569
1,620,562
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 September 30, 2025, the definite-lived intangible assets had a weighted average estimated remaining useful life of approximately 11 years .
There was no impairment loss during the three months ended September 30, 2025 and 2024.
Amortization expense on intangible
assets for the three months ended September 30, 2025 and 2024 was approximately $ 41,000 and $ 41,000 respectively. The Company
expects amortization expense to be incurred over the next five years as follows:
Twelve months ending September 30,
$
2026
162,746
2027
162,746
2028
162,746
2029
162,746
2030
162,746
Thereafter
765,839
Total
1,579,569
5. ACCOUNTS
PAYABLE AND ACCRUED LIABILITIES
Accounts
payable and accrued liabilities consist of the following:
September 30,
2025
June 30,
2025
$
$
Trade payables
369,088
370,142
Accrued research and development expenses
111,662
73,143
Inventory related accruals
168,787
735
Employee compensation, benefits and related accruals
274,250
490,405
Accrued general and administrative expenses
206,432
469,858
Accounts payable and accrued liabilities
1,130,219
1,404,283
13
6. SHARE
CAPITAL AND RESERVES
Authorized
As
of September 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 September
30, 2025 and June 30, 2025.
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 Placement
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 $ 0.6 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 pre-funded warrants had a relative fair value of $ 2.9 million at the time of issuance. As
of September 30, 2025, 602,000 pre-funded warrants have been exercised since this Private Offering.
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 September 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 September 30, 2025.
14
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.
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.
Under the terms of the SEPA, the Company
paid the Investor a one-time structuring fee in the amount of $ 25,000 in December 2024 and a commitment fee in an amount equal to 2.50 %
of the commitment amount (or $ 0.3 million), which was paid in cash in equal quarterly installments effective December 2024.
Common
Share Warrants
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, 2025
4,541,210
$ 3.90
Warrants Granted
-
-
Exercised
( 602,000 )
-
Expired/Cancelled
-
-
Warrants Outstanding at September 30, 2025
3,939,210
48.43
Warrants Exercisable at September 30, 2025
3,939,210
48.43
As of September 30, 2025 and June 30,
2025, the warrants exercisable and outstanding have an intrinsic value of $ 2,957,160 and $ 8,102,467 , respectively, with a weighted
average remaining life of 1 year and 2 years, respectively.
7. 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 twenty 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 September 30, 2025 and June 30, 2025, there were 42,332 and 41,278 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.
15
The
following is a summary of changes in outstanding options from July 1, 2025 to September 30, 2025:
Number
Weighted
Average
Exercise Price
Balance at July 1, 2025
61,410
$ 32.53
Granted
-
-
Expired/Forfeited
( 1,054 )
7.40
Balance at September 30, 2025
60,356
$ 32.53
September 30, 2025:
Vested and exercisable
28,234
$ 64.00
Unvested
32,122
$ 4.86
Total
expenses arising from share-based payment transactions recognized during the three months ended September 30, 2025 and 2024 were $ 20,205
and $ 28,964 , respectively, of which $ 12,590 , and $ 17,564 , respectively, was allocated to general and administrative expenses, $ 7,325
and $ 11,180 , respectively, was allocated to research and development expenses, $ 290 and $ 220 , respectively, was allocated to Cost
of Goods Sold.
Unrecognized
compensation cost at September 30, 2025 related to unvested options was $ 50,055 which will be recognized over a weighted-average
vesting period of approximately 1.13 years.
8. LEASE
OBLIGATIONS
The
Company is committed to minimum lease payments as follows:
Maturity Analysis
September 30,
2025
$
Year 1
449,006
Year 2
219,261
Year 3
-
Year 4
-
Year 5
-
More than five years
-
Total undiscounted lease liabilities
668,267
Less: imputed interest
( 28,024 )
Present value of lease liabilities
640,243
Less: Current portion of lease liabilities
( 424,765 )
Non-current portion of lease liabilities
( 215,478 )
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 .
9. 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 ‘Pharma’ and
‘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.
16
The Pharma segment is largely organized
around the research and development of small molecule pharmaceuticals drug candidates and the 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 Pharma segment as of September 30, 2025 and June 30, 2025 were $ 11.4 million and $ 13.7 million, respectively.
Total assets as of September 30, 2025 and June 30, 2025, held in the Commercial segment were $ 1.9 million and $ 1.9 million, respectively.
The
following table presents information about the Company’s reportable segments for the three months ended September 30, 2025 and
2024:
Three Months Ended September 30,
2025
2024
Pharma
Commercial
Total
Pharma
Commercial
Total
$
$
$
$
$
$
Sales
-
1,120,121
1,120,121
-
1,264,638
1,264,638
Cost of sales
-
( 716,962 )
( 716,962 )
-
( 771,225 )
( 771,225 )
Research and development patents
( 575,458 )
( 6,154 )
( 581,612 )
( 691,839 )
( 8,306 )
( 700,145 )
General and Administrative
( 1,239,058 )
( 292,957 )
( 1,532,015 )
( 1,309,216 )
( 183,745 )
( 1,492,961 )
Amortization and depreciation
( 52,603 )
( 599 )
( 53,202 )
( 53,980 )
( 599 )
( 54,579 )
Foreign exchange gain (loss)
( 56,994 )
-
( 56,994 )
19,310
-
19,310
Interest and other income
93,765
-
93,765
57,094
-
57,094
Net Income (Loss)
( 1,830,348 )
103,449
( 1,726,899 )
( 1,978,631 )
300,763
( 1,677,868 )
Cash and Cash Equivalents
8,675,449
655,628
9,331,077
4,346,193
1,236,846
5,583,039
10. COMMITMENTS
AND CONTINGENCIES
Pursuant
to the terms of agreements with various contract research organizations, as of September 30, 2025, the Company is committed for contract
research services and materials at a cost of approximately $ 0.4 million, expected to occur in the twelve months following period.
Pursuant
to the terms of agreements with various vendors, as of June 30, 2025, the Company is committed for contract materials and equipment at
a cost of approximately $ 0.01 million, expected to occur in the twelve months following September 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 September 30, 2024, there have been no triggering events to cause a repayment.
Short-term
investments include guaranteed investment certificates, with one year terms, of $ 42,859 and $ 43,384 as of September 30, 2025 and June
30, 2025, respectively, that are pledged as security for a corporate credit card.
17
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.
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.
11. SUBSEQUENT
EVENTS
The Company has evaluated subsequent
events through the date of the filing of these unaudited condensed consolidated financial statements and determined that there have been
no events that have occurred that would require adjustments to our disclosures in the condensed consolidated financial statements except
for the matters described below.
On October 8, 2025, 200,000 Pre-Funded
Warrants were exercised under the Private Placement.
18
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
This discussion and analysis contains certain
forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, and is subject
to the safe harbor created by those sections. For more information, see “Cautionary Statement Regarding Forward-Looking Statements.”
When reviewing the discussion below, you should keep in mind the substantial risks and uncertainties that impact our business. In particular,
we strongly encourage you to review the risks and uncertainties described in “Risk Factors” in the 2025 Annual Report, the
“Risk Factors” identified in Item 1A. of this Quarterly Report, and other filings we make from time to time with the SEC.
These risks and uncertainties could cause actual results to differ materially from those projected or implied by our forward-looking statements
contained in this Quarterly Report. These forward-looking statements are made as of the date of this Quarterly Report, and we do not intend,
and do not assume any obligation, to update these forward-looking statements, except as required by law.
The
following discussion and analysis should be read in conjunction with our audited consolidated financial statements for the year ended
June 30, 2025, and the related notes thereto, which have been prepared in accordance with U.S. GAAP. Additionally, the following discussion
and analysis should be read in conjunction with our audited consolidated financial statements included in our Annual Report. Throughout
this discussion, unless the context specifies or implies otherwise the terms “InMed,” “Company,” “we,”
“us,” and “our” refer to InMed Pharmaceuticals Inc.
All
dollar amounts stated herein are in U.S. dollars unless specified otherwise.
Overview
We
are a pharmaceutical drug development company with a pipeline of proprietary small molecule drug candidates that are preferential signaling
ligands of the endogenous CB1 and CB2 receptors as well as other receptor targets linked to human disease. CB1 and CB2 receptors are
each part of the endocannabinoid system that is found throughout the human body and is responsible for many homeostatic functions. CB1
receptors are primarily located in the brain and central nervous system, while CB2 receptors are involved in modulating neuroinflammation
and immune responses. Our research efforts target the treatment of diseases with high unmet medical needs. Together with our wholly owned
subsidiary, BayMedica, LLC, or BayMedica, we also have significant know-how in developing proprietary manufacturing approaches to produce
and sell bulk rare cannabinoids as ingredients for various market sectors.
We
have sought to focus on the research and development of preferential signaling ligands of CB1 and CB2, and have produced a library of
novel, proprietary drug candidates, or Product Candidates. These Product Candidates are patentable new chemical entities, or NCEs, for
pharmaceutical development, aimed at targeting diverse clinical indications. Our current potential pharmaceutical pipeline consists of
three programs, with drug candidates targeting Alzheimer’s disease, dry Age-Related Macular Degeneration, or dry AMD, and Epidermolysis
Bullosa, or EB.
Our
INM-901 is a proprietary small molecule, disease modifying drug candidate being developed as a potential treatment for Alzheimer’s
disease. INM-901 has multiple potential mechanisms of action as a preferential signaling agonist for both CB1 and CB2 receptors, as well
as impacting the peroxisome proliferator-activated receptor, or PPAR, signaling pathway. Combined, these mechanisms of action may offer
a unique treatment approach targeting several biological pathways associated with Alzheimer’s disease.
19
Outcomes
from our ocular research, based on the proprietary small molecule INM-089, indicate potentially promising neuroprotective effects in
the back of the eye, which may lead to the preservation of retinal function. Neuroprotection in dry AMD remains an unmet medical need
and a new treatment option may help solve this multifactorial disease.
We
have completed a Phase 2 clinical trial of INM-755 (cannabinol) cream studying its safety and efficacy in treating symptoms related to
EB. Results from the Phase 2 clinical trial showed a positive indication of enhanced anti-itch activity for INM-755 cream versus the
control cream alone in an exploratory clinical evaluation. We are also pursuing strategic partnership opportunities for INM-755 in EB
and other itch-related skin conditions.
Together
with BayMedica, our manufacturing capabilities include traditional approaches such as chemical synthesis and biosynthesis, as well as
a proprietary, integrated manufacturing approach called IntegraSyn. With multiple manufacturing approaches, we have sought to maintain
enhanced flexibility to select the most cost-effective method to deliver high quality, high purity Products and Product Candidates fit
for their intended uses. BayMedica’s commercial business specializes in the B2B commercialization of bulk rare, non-intoxicating
cannabinoids as raw materials for the Health and Wellness sector that are bioidentical to those found in nature.
Recent
Developments
New
Directors
The Company announced the appointment of two new
directors to its board of directors, Mr. Neil Klompas and Mr. John Bathery, on October 9 and 16, 2025, respectively.
Mr. Klompas brings over 30 years of experience
in healthcare and biotechnology across operational, financial, and R&D functions. He was a key member of the executive leadership
team at Zymeworks Inc. (NASDAQ: ZYME) for more than 16 years, where he most recently served as President and Chief Operating Officer,
following his tenure as Chief Financial Officer. During his tenure, he was instrumental in helping scale the company from early-stage
development into a multi-billion-dollar pharmaceutical company, establishing Zymeworks as a recognized leader in biotherapeutics. Mr.
Klompas also led the Company’s successful 2017 IPO on the New York Stock Exchange.
Mr. Bathery brings more than 30 years of experience
in the pharmaceutical industry, including over 15 years in corporate development and strategic partnerships. He currently serves as Head
of Global Business Development Operations & Externalization at Takeda Pharmaceuticals, where he has overseen pipeline and commercial
divestitures, global alliance management, and integration of corporate transactions. Over his career, he has led and closed transactions
with financial terms exceeding $60 billion across M&A, licensing, divestments and collaborations.
On October 17, 2025, the Company granted a total
of 7,000 options to its new board members. The options have an exercise price of $2.10 with a term of five years.
INM-901
Program Updates
July 2025 – InMed presented new preclinical
data from its INM-901 program at the Alzheimer’s Association International Conference (AAIC) 2025, the world’s leading forum
for Alzheimer’s disease and dementia research. Data was presented in a scientific poster entitled, “Therapeutic Potential
of INM-901 in Mitigating Alzheimer’s Disease Pathology: Insights from a Long-term 5xFAD Mouse Model Study”. The Alzheimer’s
disease preclinical study measured hippocampal RNA expression, inflammatory markers, immunohistochemistry and behavioral differences following
long-term treatment with INM-901 and as compared to healthy and to untreated diseased subjects in a well-established model.
20
Components
of Results of Operations
Revenue
Our
revenue consists of manufacturing and distribution sales of bulk rare cannabinoid products, which are recognized at a point in time.
We recognize revenue when control over the products has been transferred to the customer and we have a present right to payment.
Cost
of Sales
Cost
of sales consist 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 our manufacturing business.
Operating
Expenses
Research
and Development Expenses
Research
and development and patent expenses represent costs incurred by us for the discovery, development, and manufacture of our Products and
Product Candidates and include:
●
external research and development
expenses incurred under agreements with contract research organizations, CDMOs and consultants;
●
salaries, payroll taxes,
employee benefits expenses for individuals involved in research and development efforts;
●
research supplies; and
●
legal and patent office
fees related to patent and intellectual property matters.
We
expense research and development costs as incurred. We recognize expenses for certain development activities, such as preclinical studies
and manufacturing, based on an evaluation of the progress to completion of specific tasks using data or other information provided to
us by our vendors. Payments for these activities are based on the terms of the individual agreements, which may differ from the pattern
of expenses incurred. Non-refundable advance payments for goods or services to be received in the future for use in research and development
activities are recorded as prepaid expenses. These amounts are recognized as an expense as the goods are delivered or the related services
are performed, or until it is no longer expected that the goods will be delivered, or the services rendered.
External
costs represent a significant portion of our research and development expenses, which we track on a program-by-program basis following
the nomination of a development candidate. Our internal research and development expenses consist primarily of personnel-related expenses,
including salaries, benefits and stock-based compensation expense. We do not track our internal research and development expenses on
a program-by-program basis as the resources are deployed across multiple projects.
21
The
successful development of our Products and Product Candidates is highly uncertain. At this time, we cannot reasonably estimate or know
the nature, timing, and estimated costs of the efforts that will be necessary to complete the remainder of the development of our Product
Candidates or to develop and commercialize additional Products. We are also unable to predict when, if ever, material net cash inflows
will commence from our Product Candidates, if approved. This is due to the numerous risks and uncertainties associated with development,
including the uncertainty related to:
●
the timing and progress
of preclinical and clinical development activities;
●
the number and scope of
preclinical and clinical programs we decide to pursue;
●
our ability to raise additional
funds necessary to complete preclinical and clinical development and commercialization of our Product Candidates, to further advance
the development of our manufacturing technologies, and to develop and commercialize additional Products, if any;
●
our ability to maintain
our current research and development programs and to establish new ones;
●
our ability to establish
sales, licensing or collaboration arrangements;
●
the progress of the development
efforts of parties with whom we may enter into collaboration arrangements;
●
the successful initiation
and completion of clinical trials with safety, tolerability and efficacy profiles that are satisfactory to the FDA or any comparable
foreign regulatory authority;
●
the receipt and related
terms of regulatory approvals from applicable regulatory authorities;
●
the availability of materials
for use in production of our Products and Product Candidates;
●
our ability to secure manufacturing
supply through relationships with third parties or establish and operate a manufacturing facility;
●
our ability to consistently
manufacture our Product Candidates in quantities sufficient for use in clinical trials;
●
our ability to obtain and
maintain intellectual property protection and regulatory exclusivity, both in the United States and internationally;
●
our ability to maintain,
enforce, defend and protect our rights in our intellectual property portfolio;
●
the commercialization of
our Product Candidates, if and when approved, and of new Products;
●
our ability to obtain and
maintain third-party payor coverage and adequate reimbursement for our Product Candidates, if approved;
●
the acceptance of our Product
Candidates, if approved, by patients, the medical community and third-party payors;
●
competition with other
products; and
●
a continued acceptable
safety profile of our Product Candidates following receipt of any regulatory approvals.
22
A
change in the outcome of any of these variables with respect to the development of any of our Products or Product Candidates would significantly
change the costs and timing associated with the development of those Products or Product Candidates.
General
and Administrative Expenses
General
and administrative expenses consist of personnel-related costs, including salaries, benefits and stock-based compensation expense, for
our personnel in executive, finance and accounting, human resources, business operations and other administrative functions, investor
relations activities, legal fees related to corporate matters, fees paid for accounting and tax services, consulting fees, patent costs
and facility-related costs.
Amortization
and Depreciation
Intangible
assets are comprised of intellectual property that we acquired in 2014 and 2015 and trade secrets, product formulation knowledge, and
patents that we acquired in October 2021. The acquired intellectual property and patents are amortized on a straight-line basis based
on their estimated useful lives. Equipment and leasehold improvements are depreciated using the straight-line method based on their estimated
useful lives.
Share-based
Payments
Share-based
payments is the stock-based compensation expense related to our granting of stock options to employees and others. The fair value, at
the grant date, of equity-settled share awards is charged to our loss over the period for which the benefits of employees and others
providing similar services are expected to be received. The vesting components of graded vesting employee awards are measured separately
and expensed over the related tranche’s vesting period. The amount recognized as an expense is adjusted to reflect the number of
share options expected to vest. The fair value of awards is calculated using the Black-Scholes option pricing model, which considers
the exercise price, current market price of the underlying shares, expected life of the award, risk-free interest rate, expected volatility
and the dividend yield.
Other
Income
Other
income consists primarily of interest income earned on our cash, cash equivalents and short-term investments.
Results
of Operations
We have two operating and reportable segments
based on the management approach which designates the internal reporting used by the Chief Operating Decision Maker (“CODM”),
which is our Chief Executive Officer and the senior management team, for making decisions and assessing performance as the source of our
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.
We have determined our reportable segments to be InMed Pharmaceuticals (“Pharma”) and BayMedica Commercial (“Commercial”)
based on the information used by the CODM.
23
Comparison
of the three months ended September 30, 2025 and 2024 for the Pharma Segment
Three Months Ended September 30,
2025
2024
Change
% Change
(in thousands)
Operating expenses:
Research and development
575
692
(117 )
(17 )%
General and administrative
1,239
1,309
(70 )
(5 )%
Amortization and depreciation
53
54
(1 )
(2 )%
Foreign exchange loss
57
(19 )
76
(400 )%
Total operating expenses
1,924
2,036
(112 )
(6 )%
Interest and other income
94
57
37
65 %
Net loss
$ (1,830 )
$ (1,979 )
$ 149
(8 )%
Research
and Development Expenses
Research and development expenses decreased by
$0.1 million in our Pharma segment, or 17%, for the three months ended September 30, 2025 as compared to the three months ended September
30, 2024. The decrease in research and development expenses was primarily due to a decrease in external contractors and research supplies,
offset by an increase in personnel compensation. However, we expect our research and development expenses to increase significantly in
future periods as we continue to implement our business strategy.
Interest
and other income
Interest and other income increased by less than
$0.1 million in our Pharma segment, or 65% for the three months ended September 30, 2025, as compared to the three months ended
September 30, 2024. The increase primarily results from the increase in our average cash on hand during the current year.
Comparison of the three months ended September
30, 2025 and 2024 for the Commercial segment
Three Months Ended
September 30,
2025
2024
Change
% Change
(in thousands)
Sales
$ 1,120
$ 1,265
$ (145 )
(11 )%
Cost of sales
717
771
(54 )
(7 )%
Gross profit
403
494
(91 )
(18 )%
Operating expenses:
Research and development
6
8
(2 )
(25 )%
General and administrative
293
184
109
59 %
Amortization and depreciation
1
1
-
- %
Total operating expenses
300
193
107
55 %
Net Income
$ 103
$ 301
$ (198 )
(66 )%
24
Sales
Sales decreased by $0.1 million in our Commercial
segment, or 11%, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. The decrease
in sales primarily resulted from the Company lowering product pricing due to increased competition. The Commercial segment will continue
to evaluate opportunities for potential structured supply arrangements and collaborations for the commercial business. Sales and marketing
efforts will remain focused on products that contribute the highest margins, where the Commercial segment continues to hold a strong competitive
position.
Cost
of Sales
Cost of goods sold decreased by less than $0.1
million in our Commercial segment, or 7%, for the three months ended September 30, 2025 as compared to the three months ended September
30, 2024. The decrease in cost of goods sold is primarily the result of the Company lowering its supply chain costs and a decrease in
sales.
General
and administrative expenses
General and administrative expenses increased
by less than $0.1 million in our Commercial segment, or 59%, for the three months ended September 30, 2025 as compared to the three months
ended September 30, 2024. The increase results primarily due to higher salaries, employee benefits and marketing expenses.
Liquidity
and Capital Resources
Since
our inception, we have generated revenue from BayMedica product sales and no sales from any other sources and have incurred significant
operating losses and negative cash flows from our operations. We have not yet commercialized any of our Product Candidates and we do
not expect to generate revenue from sales of any Product Candidates for several years, if at all. We have funded our operations to date
primarily with proceeds from the sale of Common Shares.
As
of September 30, 2025, we had cash, cash equivalents and short-term investments of $9.4 million.
The
following table summarizes our cash flows for each of the periods presented:
(in thousands)
Three Months Ended September 30,
2025
Three Months Ended September 30,
2024
Net cash used in operating activities
$ (1,608 )
$ (1,827 )
Net cash (used in) provided by financing activities
(137 )
838
Net increase (decrease) in cash and cash equivalents
$ (1,745 )
$ (989 )
Operating
Activities
During
the three months ended September 30, 2025, we used cash in operating activities of $1.6 million, primarily resulting from our net loss
of $1.7 million combined with $0.05 million used in changes in our non-cash working capital, partially offset by non-cash share-based
compensation expenses.
25
During
the three months ended September 30, 2024, we used cash in operating activities of $1.8 million, primarily resulting from our net loss
of $1.7 million combined with $328,000 used in changes in our non-cash working capital, partially offset by non-cash share-based compensation
expenses and inventory write-down.
Investing
Activities
During the three months ended September 30, 2025
and 2024, cash used in investing activities was $nil, respectively.
Financing
Activities
During
the three months ended September 30, 2025, cash used in financing activities of $0.1 million from share issuance costs.
During the three months ended September 30, 2024,
cash provided by financing activities of $838,000 consisted of $1.0 million in gross proceeds derived from a private placement, offset
by total transaction costs of $192,000.
Funding
Requirements
We
expect our expenses to increase substantially in connection with our ongoing research and development activities, particularly as we
continue the research and development of and the clinical trials for our Product Candidates. In addition, we expect to incur additional
costs associated with operating as a US-listed public company and associated with any required investment into BayMedica’s R&D
efforts targeting cannabinoid analogs. As a result, we expect to incur substantial operating losses and negative operating cash flows
for the foreseeable future.
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), we have evaluated whether
there are conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern
within one year after the date that the condensed consolidated financial statements are issued.
Through
September 30, 2025, we have funded our operations primarily with proceeds from the sale of our Common Shares. We have incurred recurring
losses and negative cash flows from operations since its inception, including net losses of $1.7 million. In addition, we have an accumulated
deficit of $119 million as of September 30, 2025.
As
of the issuance date of these condensed consolidated financial statements, we expect our cash, cash equivalents and short-term
investments of $9.4 million as of September 30, 2025 will be sufficient to fund our 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 our operating expenses. Our
future viability is dependent on our ability to raise additional capital to finance its operations. We have concluded that there is
substantial doubt about our ability to continue as a going concern within one year after the date that the condensed consolidated
financial statements are issued.
We
expect 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. We 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 our existing stockholders.
Our
funding requirements and timing and amount of our operating expenditures will depend largely on:
●
the scope, progress, results
and costs of discovery research, preclinical development, laboratory testing and clinical trials for our Product Candidates;
●
the scope, progress, results
and costs of development of our manufacturing technologies;
26
●
the number of and development
requirements for other Products and Product Candidates that we pursue;
●
the costs, timing and outcome
of regulatory review of our Product Candidates;
●
our ability to enter into
contract manufacturing arrangements for supply of materials and manufacture of our Products and Product Candidates and the terms
of such arrangements;
●
the impact of any acquired,
or in-licensed, externally developed product(s) and/or technologies;
●
our ability to establish
and maintain strategic collaborations, licensing or other arrangements, including sales arrangements, and the financial terms of
such arrangements;
●
the sales, costs and timing
of future commercialization activities, including product manufacturing, sales, marketing and distribution, for any of our Products
and for Product Candidates for which we may receive marketing approval;
●
the costs and timing of
preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property and proprietary rights
and defending any intellectual property-related claims;
●
expansion costs of our
operational, financial and management systems and increases to our personnel, including personnel to support our clinical development,
manufacturing and commercialization efforts and our operations as a dual listed company;
●
the costs to obtain, maintain,
expand and protect our intellectual property portfolio; and
●
the level and timing of
realizing revenues from the BayMedica commercial operations.
A
change in the outcome of any of these, or other variables with respect to the development of any of our Products and Product Candidates,
could significantly change the costs and timing associated with their development. We will need to continue to rely on additional financing
to achieve our business objectives.
In
addition to the variables described above, if and when any of our Product Candidates successfully complete development, we will incur
substantial additional costs associated with regulatory filings, marketing approval, post-marketing requirements, maintaining our intellectual
property rights, and regulatory protection, in addition to other commercial costs. We cannot reasonably estimate these costs at this
time.
Until
such time, if ever, as we can generate substantial revenues from either our Products or Product Candidates, we expect to finance our
cash needs through a combination of equity or debt financings and collaboration arrangements. We currently have no credit facility or
committed sources of capital. To the extent that we raise additional capital through the future sale of equity securities, the ownership
interests of our shareholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely
affect the rights of our existing common shareholders. If we raise additional funds through the issuance of debt securities, these securities
could contain covenants that would restrict our operations. We may require additional capital beyond our currently anticipated amounts,
and additional capital may not be available on reasonable terms, or at all. If we raise additional funds through collaboration arrangements
or other strategic transactions in the future, we may have to relinquish valuable rights to our technologies, future revenue streams,
Products or Product Candidates, or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds
through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate development or future commercialization
efforts or grant rights to develop and market Products or Product Candidates that we would otherwise prefer to develop and market ourselves.
27
Off-Balance
Sheet Arrangements
During
the periods presented, we did not have, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and
regulations promulgated by the SEC.
Critical
Accounting Estimates and Accounting Policies
Our
significant accounting policies are described in Note 2 of the Financial Statements. The estimates will require us to rely upon assumptions
that were highly uncertain at the time the accounting estimates are made, and changes in them are reasonably likely to occur from period
to period. Changes in estimates used in these and other items could have a material impact on our financial statements in the future.
Our estimates will be based on our experience and our interpretation of economic, political, regulatory, and other factors that affect
our business prospects. Actual results may differ significantly from our estimates. For detailed information regarding our critical accounting
policies and estimates, see our financial statements and notes thereto included in this Report and in our 2025 Annual Report. There have
been no material changes to our critical accounting policies and estimates from those disclosed in our 2025 Annual Report.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and, as such, are not required to provide the information
under this Item.
ITEM
4. 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 September 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 September 30, 2025, our principal executive officer and principal financial
officer concluded that, as of such date, our disclosure controls and procedures were effective.
Changes
in Internal Control Over Financial Reporting
There
have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act) that occurred during the three-month period ended September 30, 2025, that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
28
ITEM
1. LEGAL PROCEEDINGS.
From
time to time, we may be subject to various legal proceedings, claims and administrative proceedings that arise in the ordinary course
of our business activities. Although the results of the litigation and claims cannot be predicted with certainty, as of the date of this
Quarterly Report, with the exception of the Patent License Matter discussed below in which BayMedica, our wholly-owned subsidiary, is
involved, we do not believe we are party to any claim, proceeding or litigation the outcome of which, if determined adversely to us,
would individually or in the aggregate be reasonably expected to have a material adverse effect on our business. Regardless of the outcomes,
however, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other
factors.
On
February 15, 2021, BayMedica entered into an exclusive technology license agreement (the “Agreement”) with a third party
(the “Licensor”) pursuant to which it 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 stating its intention to commence arbitration proceedings pursuant the
Agreement, together with a Notice of Arbitration (the “Patent License Matter”). Such arbitration proceedings 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 meant to function as guaranteed annual
minimum payments required to be made for the duration of the Agreement regardless of net sales. The Licensor seeks relief against BayMedica
including (a) approximately US $3.4M in annual payments for the years 2022 through 2024 and (b) a declaration that BayMedica is liable
to pay certain guaranteed annual minimum payments of approximately $2.3M 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.
ITEM
1A. RISK FACTORS.
Reference is made to Part I, Item 1A, “Risk
Factors” included in the 2025 Annual Report for information concerning risk factors, which should be read in conjunction with the
factors set forth in the “ Cautionary Statement Regarding Forward-Looking Statements ” of this Quarterly Report. There
have been no material changes with respect to the risk factors disclosed in our 2025 Annual Report. You should carefully consider such
factors in the 2025 Annual Report, which could materially and adversely affect our business, financial condition and future results. The
risks described in our 2025 Annual Report, are not exhaustive and, therefore, there are additional risks facing the Company that could
adversely affect its business, financial condition and future results. Additional risks and uncertainties not currently known to us or
that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.
29
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Not
applicable.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES.
Not
applicable.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable.
ITEM
5. OTHER INFORMATION.
Rule
10b5-1 Plan and Non-Rule 10b5-1 Trading Arrangement Adoptions, Terminations, and Modifications
During
the three months ended September 30, 2024, none of our directors or “officers” (as defined in Rule 16a-1(f) under the Exchange
Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,”
as each term is defined in Item 408 of Regulation S-K.
ITEM
6. EXHIBITS.
Exhibits
The
following exhibits are filed as part of this report:
Exhibit
Number
Description
31.1*
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
31.2*
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
32.1*
Certification of Chief 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 Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*
Inline XBRL Instance Document.
101.SCH*
Inline XBRL Taxonomy Extension Schema Document.
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase
Document.
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase
Document.
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase
Document.
104*
Cover Page Interactive Data File (formatted as Inline
XBRL and contained in Exhibit 101).
*
Filed herewith.
30
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)
Dated:
November 6, 2025
By:
/s/ Netta Jagpal
Chief Financial Officer
31
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