# InMed Pharmaceuticals Inc. (INM) — merger/definitive [pending]
Source: SEC API (secapi.ai) · situation sit_4978db81372be6709f2e · retrieved 2026-08-12T21:25:21.062Z

## Overview
Mentari Therapeutics develops potentially best-in-class therapies for migraine prevention, including bispecific antibodies targeting CGRP and PACAP pathways (MT-002, MT-001), a quarterly-dosed anti-CGRP monoclonal antibody (MT-003), and additional pipeline candidates targeting novel migraine prevention mechanisms.

InMed Pharmaceuticals Inc. agreed to acquire Mentari Therapeutics, Inc. in a reverse triangular merger pursuant to an Agreement and Plan of Merger and Reorganization dated May 19, 2026. Under the transaction structure, InMed's wholly owned subsidiaries will merge with and into Mentari, with Mentari surviving as a wholly owned subsidiary of InMed. Post-closing ownership is expected to be: InMed holders ~1.15% ($6.4M valuation), Mentari holders ~22.63% ($125.0M valuation), Initial Tranche Private Placement ~52.51% ($290.0M), and Second Tranche Private Placement ~23.70% ($200.0M), for a total combined company valuation of approximately $621.4M. The concurrent private placements total $490 million ($290M initial tranche and $200M second tranche). Mentari's senior management will operate the combined company post-closing, with the board to consist of directors determined by Mentari in its sole discretion, subject to Nasdaq independence requirements. Closing conditions include customary conditions, stockholder approval of each party, S-4 effectiveness, Nasdaq new listing application approval, and other required regulatory approvals.

## Terms
- Counterparty: Mentari Therapeutics, Inc. · Deal value: $200.0M · Consideration: mixed · Stake: 22.63%

## Key dates
- Announced 2026-07-22

## Timeline
- 2026-07-22 · 8-K (0001213900-26-080414): 8-K - InMed Pharmaceuticals Inc. — *Mentari Therapeutics is a biotechnology company developing therapies for migraine prevention, with lead programs targeting PACAP including MT-001 (anti-PACAP monoclonal antibody) and MT-002 (anti-CGRP and anti-PACAP bispecific antibody).* On July 22, 2026, Mentari Therapeutics, Inc. entered into Amendment No. 1 to its Securities Purchase Agreement, pursuant to which new and existing investors agreed to purchase an aggregate of $200 million in additional shares of common stock and/or pre-funded warrants to purchase common stock. The per share purchase price for the Additional Shares equals 152.80% of the original share price, with pre-funded warrant prices set at that share price minus $0.0001. The combined Pre-Closing Financing (including the original $290 million placement) is expected to extend Mentari's cash runway into 2029 and through Phase 2a readout on each of the two PACAP-targeted lead programs, including MT-002. Upon closing of the merger with InMed Pharmaceuticals, the combined company is expected to have approximately 601,195,812 shares outstanding on an as-converted/as-exercised basis, with pre-Merger Mentari stockholders owning approximately 98.85% and pre-Merger InMed shareholders owning approximately 1.15%.
  https://www.sec.gov/Archives/edgar/data/1728328/0001213900-26-080414.txt
- 2026-07-22 · 425 (0001213900-26-080417): 425 - InMed Pharmaceuticals Inc. — *InMed Pharmaceuticals Inc. is a pharmaceutical company incorporated in British Columbia, Canada, that is merging with Mentari Therapeutics, a biotechnology company developing therapies for migraine prevention, including lead programs targeting PACAP.* On July 22, 2026, Mentari Therapeutics, Inc. entered into Amendment No. 1 to its Securities Purchase Agreement with certain original investors and new investors, pursuant to which they agreed to purchase an aggregate of $200 million in additional shares of Mentari's common stock and/or additional pre-funded warrants immediately prior to the closing of its merger with InMed Pharmaceuticals Inc. The per share purchase price for the Additional Shares is equal to 152.80% of the per share purchase price applicable to shares issued to the original investors, and the per warrant purchase price for the Additional Pre-Funded Warrants is equal to such per share purchase price minus $0.0001. The combined Pre-Closing Financing (including the previously announced $290 million initial private placement) is expected to extend Mentari's cash runway into 2029 and through Phase 2a readout on each of the two PACAP-targeted lead programs, including MT-002. Upon closing of the merger on a pro forma basis, pre-Merger Mentari stockholders will own approximately 98.85% of the combined company and pre-Merger InMed shareholders will own approximately 1.15%, with total shares outstanding on an as-converted/as-exercised basis expected to be approximately 601,195,812.
  https://www.sec.gov/Archives/edgar/data/1728328/0001213900-26-080417.txt
- 2026-07-22 · 425 (0001213900-26-080423): 425 - InMed Pharmaceuticals Inc. — *Mentari Therapeutics develops potentially best-in-class therapies for migraine prevention, including bispecific antibodies targeting CGRP and PACAP pathways (MT-002, MT-001), a quarterly-dosed anti-CGRP monoclonal antibody (MT-003), and additional pipeline candidates targeting novel migraine prevention mechanisms.* InMed Pharmaceuticals Inc. agreed to acquire Mentari Therapeutics, Inc. in a reverse triangular merger pursuant to an Agreement and Plan of Merger and Reorganization dated May 19, 2026. Under the transaction structure, InMed's wholly owned subsidiaries will merge with and into Mentari, with Mentari surviving as a wholly owned subsidiary of InMed. Post-closing ownership is expected to be: InMed holders ~1.15% ($6.4M valuation), Mentari holders ~22.63% ($125.0M valuation), Initial Tranche Private Placement ~52.51% ($290.0M), and Second Tranche Private Placement ~23.70% ($200.0M), for a total combined company valuation of approximately $621.4M. The concurrent private placements total $490 million ($290M initial tranche and $200M second tranche). Mentari's senior management will operate the combined company post-closing, with the board to consist of directors determined by Mentari in its sole discretion, subject to Nasdaq independence requirements. Closing conditions include customary conditions, stockholder approval of each party, S-4 effectiveness, Nasdaq new listing application approval, and other required regulatory approvals.
  https://www.sec.gov/Archives/edgar/data/1728328/0001213900-26-080423.txt

## Citations
- 0001213900-26-080414 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026080414
- 0001213900-26-080417 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026080417
- 0001213900-26-080423 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026080423