InMed Pharmaceuticals Inc Aktie

Good morning, and welcome to today's conference call regarding the merger agreement between InMed Pharmaceuticals and Mentari Therapeutics. [Operator Instructions] Please be advised the call is being recorded and will be available for replay on the InMed website. Now I'd like to turn the call over to Colin Clancy, Vice President, Investor Relations and Corporate Communications, InMed Pharmaceuticals. Please proceed, sir.

Thank you, operator, and good morning, everyone. Before we continue, I would like to remind attendees that today's call may include forward-looking statements. These statements reflect the expectations and beliefs of both InMed Pharmaceuticals and Mentari Therapeutics regarding the potential outcomes of the merger and the future business plans. They may include projections on clinical development time lines, potential differentiation from other therapies, expected financial resources following the completion of the transaction, business milestones, market sizes and the potential benefit for shareholders. It is important to understand that these forward-looking statements are subject to risks and uncertainties. These risks include, but are not limited to, the ability to close the merger, achieve clinical milestones, maintain adequate funding and the conditions precedent to completion of the merger, including the receipt of required regulatory approvals and the ability to close the merger.

Our actual results may differ materially from expectations. For a discussion of risks and uncertainties, please review the descriptions included under the heading Risk Factors and Business in InMed's most recent annual report on Form 10-K filed with the SEC as well as other SEC filings made by InMed from time to time. In addition, InMed intends to file a proxy statement prospectus with the SEC in connection to the proposed merger, which will contain important information about Mentari, the combined company and additional risk factors related to the transaction.

Investors are urged to review the proxy statement prospectus carefully when it becomes available. These filings are available through the website maintained by the SEC at sec.gov and also available on InMed's website at inmedpharma.com. All forward-looking statements are made as of today's date. Except to the extent required by law, we do not undertake any obligation to update any forward-looking statements. We also caution you against placing undue reliance on any forward-looking statements. I will point out that our listeners can access additional information on Mentari in its corporate presentation, which is available on the Mentari website as well as on InMed in its corporate presentation, also available on its website.

Joining me on the call today are Eric Adams, President and CEO of InMed Pharmaceuticals, and Julianne Bruno, Chair of the Board of Mentari. We are thrilled to have this opportunity to tell you about Mentari Therapeutics and our plans to advance a pipeline of therapies intended to deliver freedom from the debilitating effects of migraine for millions of people worldwide.

Now I'd like to turn you over -- turn the call over to Eric Adams, President and CEO of InMed Pharmaceuticals.

Thank you, Colin. This morning, InMed issued a press release outlining a definitive merger agreement with Mentari Therapeutics as well as a private placement by a group of leading biotechnology investors supporting Mentari's pipeline programs, which is expected to close immediately prior to the completion of the merger.

This transaction represents a transformative event for InMed shareholders. For the last several years, in addition to our day-to-day drug development activities, we've been conducting a comprehensive review of strategic alternatives for InMed with the goal of maximizing long-term shareholder value. We have determined that a merger with Mentari represents the highest potential value creation opportunity for InMed shareholders. The merger between InMed and Mentari has been structured as an all-stock transaction. At close and at the expected deal price, the combined company's market capitalization is expected to be approximately $421 million. Under the terms of the merger agreement, premerger InMed shareholders are expected to own approximately 1.51% of the combined company. The percentage of the combined company that InMed shareholders will own as of the close of the transaction is, subject to adjustments based on the amount of InMed net cash at the closing date.

In addition to receiving a portion of the new combined company, InMed shareholders may continue to participate in the potential success of InMed's R&D programs, including INM-901 for Alzheimer's and INM-089 for age-related macular degeneration via a number of different financial mechanisms and instruments linked to a potential out-licensing or divestiture of these assets, if any. The mechanism and instruments include a potential dividend upon closing of the merger and contingent value rights entitling holders to a portion of the net proceeds, if any, received from any potential out-licensing or divestiture following the closing of the merger, again, if any.

These mechanisms and instruments are dependent on several unknown factors such as potential deal timing, potential deal proceeds and InMed's projected net cash position at the close of the merger. The merger is subject to approval by the shareholders of both companies as well as other customary closing conditions, including regulatory approvals. We expect the transaction to close in the second half of 2026. Upon completion, the combined company will operate under the name Mentari Therapeutics and trade on NASDAQ under the new ticker symbol. We believe this merger will enable Mentari to rapidly advance its migraine pipeline of potentially best-in-class therapies for migraine prevention, including its co-lead programs, MT-001 and MT-002, which you will hear more about in a moment.

It's now my pleasure to introduce Julianne Bruno, Chair of the Board for Mentari Therapeutics.

Thank you, Eric. We are thrilled to join forces with InMed to accelerate the development of potential therapies for people suffering from the debilitating effects of migraine. Mentari is the eighth company founded on assets licensed from Paragon Therapeutics, a leader in biologics discovery and protein engineering. Paragon has a strong track record of discovering and optimizing best-in-class biologics, including antibodies, bispecifics, ADCs and brain shuttles, enabling the development of potentially efficacious, safe therapies that maximize convenience for patients across a wide range of diseases.

Mentari was founded to rapidly advance potentially best-in-class therapies that provide freedom from migraine for millions of people and to provide a rapid value creation opportunity for investors. Migraine prevention has recently been enhanced by the development of CGRP-targeted therapies, which have revolutionized the migraine market. CGRP-targeted therapies are currently annualizing roughly $6 billion and are projected to grow to roughly $11 billion over the next several years. Despite these advances, significant unmet need remains for those who suffer from migraine as approximately 40% to 50% of patients treated with anti-CGRPs do not even achieve a 50% reduction in monthly migraine days and fewer than 1/3 of patients achieve a 75% reduction.

Mentari was created specifically to address these gaps. Mentari's pipeline has two parallel lead programs, MT-001 and MT-002. MT-001 is a potentially best-in-class anti-PACAP monoclonal antibody. PACAP is a newly validated target that acts via a pathway independent of CGRP, so it has potential to deliver efficacy for patients who do not respond to CGRPs. This potent half-life extended antibody was designed to deliver both high exposure against the target and convenient subcutaneous dosing. We expect to file a CTA or equivalent for MT-001 in mid-2026. With a clinical development plan built for expediency, we expect to deliver de-risking Phase I, [ PK ] and early safety data from healthy volunteers in 2027 with Phase IIa proof-of-concept data in chronic or episodic migraine coming in 2028.

MT-002 is an anti-CGRP and anti-PACAP bispecific antibody. By simultaneously blocking these complementary and validated targets, we believe MT-002 has potential to deliver greater efficacy for patients than either anti-CGRPs or anti-PACAP alone. MT-002 is also half-life extended, so it is expected to deliver high exposure against the targets with convenient subcutaneous dosing. We anticipate filing a CTA or equivalent for MT-002 in the first quarter of 2027, and we expect to deliver derisking Phase I PK and early safety data from healthy volunteers by year-end 2027.

Additional pipeline targets provide opportunities for novel combinations with our own potent half-life extended-CGRP antibody, MT-003, and two undisclosed targets, all in the migraine prevention space. Mentari's pipeline is supported by a strong financial foundation. Today, we announced commitments for an oversubscribed private investment that is expected to result in total gross proceeds of approximately $290 million. This private placement was led by Fairmount and joined by a syndicate of dedicated biotechnology investors.

As noted by Eric, the merger with InMed is expected to close in the second half of 2026. At that time and at the expected deal price, the combined company's market capitalization is expected to be approximately $421 million. The company's combined cash position at closing is expected to fund operations through 2028. Importantly, this runway is expected to fund the combined company beyond key value inflection points for both MT-001 and MT-002.

On behalf of the Mentari Therapeutics team, we are grateful to Eric, Colin and the whole team for their partnership, and we look forward to continued collaboration through the completion of the deal. Back to you, Eric.

Thank you, Julie. This merger marks an exciting moment for both InMed Pharmaceuticals and Mentari Therapeutics, and it positions Mentari to develop innovative therapies intended to provide freedom from the debilitating impacts of migraine. The merger and financing that we announced today are expected to provide resources for the advancement of Mentari's pipeline. With MT-001 and MT-002 on track for de-risking Phase I data in mid-2027 and by year-end 2027, respectively, Mentari is well positioned to deliver value to our investors following the merger and most importantly, potentially transformative medicines to patients. Thank you, everyone, for joining us this morning.

Ladies and gentlemen, this does conclude today's InMed Pharmaceuticals webcast. We thank you all for your participation. You may now disconnect your lines. Have a great day.

Hello, and welcome to InMed Pharmaceuticals, Inc. 2025 Annual General Meeting of Shareholders. I will now turn the call over to Eric Adams, CEO. Please go ahead.

Thank you. Ladies and gentlemen, the annual general and special meeting of InMed Pharmaceuticals will now come to order. My name is Eric A. Adams. I'm the President, CEO and a Director of InMed Pharmaceuticals. I will act as Chair of this meeting. I ask that Sean Gillis of Norton Rose Fulbright Canada LLP and Legal Counsel to the company, act as Secretary of this meeting. And I appoint Jessica De La Torre of Odyssey Trust Company as scrutineer of this meeting.

The Secretary has tabled for inspection by any shareholder or proxyholder a sworn declaration that the notice calling this meeting and the accompanying materials, including the information circular were mailed to all security holders of record as of October 22, 2025. I will dispense with calling for a reading of the Notice of Meeting and direct that a copy of the declaration be kept by the secretary with the minutes of the meeting. The scrutineer has submitted a report on attendance to the Secretary. The Secretary will now read the scrutineer's report.

The scrutineer's report reads as follows. A quorum of shareholders is present for the transaction of business at this meeting if at least 2 persons are present in person and holding or representing, by proxy, not less than 33.3% of the shares entitled to vote at the meeting. I've been advised by the scrutineers that there are 43 shareholders present today, either in person or by proxy, representing 2,804,186 shares which is 35.43% of the issued and outstanding shares of InMed. Accordingly, we have quorum present.

I adopt the scrutineer's report and declare accordingly that a quorum is present. Adequate notice having been given and a quorum being present, I therefore declare this meeting to be properly constituted for the transaction of business.

Before continuing with the formal part of the meeting, I would like to note that present today and joining us by telephone are the directors, Andy Hull; Nicole Lemerond, John Bathery, Bryan Baldasare, and absent is Neil Klompas, who is traveling and unable to attend today.

As a matter of procedure, I ask that registered shareholders wishing to speak during the meeting, please identify themselves by name and indicate that they are registered shareholders or if a proxyholder, their name and the name of the registered shareholder they represent by proxy. I've been advised that we have guests at the meeting other than registered shareholders and proxyholders entitled to vote at this meeting. I welcome all guests. However, I would like to remind them that they do not have the legal right to vote on any resolution and are not entitled to speak at the meeting.

The financial statements of the company for the year ended June 30, 2025, and the report of the auditors thereon was delivered to the shareholders prior to this meeting. If there are any questions which any shareholder would like to ask in respect of the financial statements and the report, I'd be glad to answer them or call on others to do so. As there are no questions on this item, I declare that the audited financial statements for the year ended June 30, 2025, together with the auditor's report thereon have been received.

It is now in order to proceed with the nomination and election of directors. The number of directors of the company has been fixed at 5 and is anticipated that a full slate of directors will be elected. We have received no nominations for election as a director for the ensuing year from shareholders in accordance with the advance notice provisions contained in Section 14.2 of the company's articles or the Business Corporations Act of British Columbia. I now ask the Secretary to read the names of the persons nominated.

The names of the persons nominated for directors for the ensuing year are Ms. Nicole Lemerond, Mr. Andrew Hull, Mr. Eric A. Adams, Mr. Neil Klompas and Mr. John Bathery.

As the number of nominees is the same as the number of vacancies to be filled, I ask the secretary to read an individual motion for the election of each of the nominees as directors.

Be it resolved that Nicole Lemerond, be elected as a Director of the company to hold office until the next Annual General Meeting.

May I please have a motion and seconder for the election of Nicole Lemerond as a director.

So moved.

I second the motion.

I declare this resolution duly carried. I will now ask our Secretary to table our next individual resolution.

Be it resolved that Andrew Hull be elected as Director of the company to hold office until the next Annual General Meeting.

May I pleased to have a motion and a seconder for the election of Andrew Hull as a Director.

So moved.

I second the motion.

If there's no discussion, I declare this resolution duly carried. I will now ask our Secretary to table our next individual resolution.

Be it resolved that Eric Adams be elected as a Director of the company to hold office until the next Annual General Meeting.

May I please have a motion and seconder for the election of Eric Adams as a director.

So moved.

I second the motion.

If there's no discussion, I declare this resolution duly carried. I will now ask our Secretary to table our next individual resolution.

Be it resolved that Neil Klompas be elected as a Director of the company to hold office until the next Annual General Meeting.

May I please have a motion and a seconder for the election of Neil Klompas as a director.

So moved.

I second motion.

With no discussion on the matter, I declare this resolution duly carried. I will now ask our Secretary to table our next individual resolution.

Be it resolved that John Bathery be elected as a Director of the company to hold office until the next Annual General Meeting.

May I please have a motion and seconder for the election of John Bathery as a director.

So moved.

I second the motion.

I declare this resolution duly carried. The next item of business before the meeting relates to the appointment of the auditors of the company. I will now ask the Secretary to read the proposed motion.

Be it resolved that CBIZ CPAs P.C., be reappointed as auditors of the company to hold office until the next Annual General Meeting of the company and other directors of the company be authorized to fix the remuneration to be paid to the auditors.

May I please have a motion and seconder for the reappointment of CBIZ CPAs P.C. as auditor of the company.

So moved.

I second the motion.

If there's no discussion, I declare this motion duly carried. The next item of business before the meeting relates to the potential issuance of 20% or more of InMed Pharmaceuticals' issued and outstanding common shares as at December 13, 2024 pursuant to the standby equity purchase agreement between InMed Pharmaceuticals and YA II PN Limited dated December 13, 2024, as amended on June 13, 2025, pursuant to NASDAQ listing rules 5635(d) and 5635 (b).

I'll refer to this business as CPA share issuance. Approval of the CPA share issuance will allow the company to issue common shares under the standby equity purchase agreement in excess of the current maximum being 144,758 common shares, representing 19.99% of the issued and outstanding common shares of the company immediately prior to December 13, 2024, being end to date of execution of the standby equity purchase agreement at a share price below the minimum price under the standby equity purchase agreement of $5.15 per common share. I now ask the Secretary to read the proposed motion.

Be it resolved that the company may issue 20% or more of InMed Pharmaceuticals issued and outstanding common shares as of December 13, 2024, pursuant to the standby equity purchase agreement between InMed Pharmaceuticals and YA II PN Limited dated December 13, 2024, as amended on June 13, 2025 at a price per common share of less than $5.15.

May I please have a motion and a seconder for the CPA share issuance resolution.

So moved.

I second the motion.

If there's no discussion, this motion is carried. Is there any other further business to be brought before the meeting? Okay. I now propose a motion terminating the meeting. May I please have a motion and seconder for the termination of the meeting.

So moved.

I second the motion.

If there's no discussion, I declare this resolution duly carried and the meeting to be terminated. Before I pass this back over to the operator, I just want to take a moment to thank one individual who's contributed several years to the Board of Directors, Mr. Bryan Baldasare, who has elected to step down from the Board due to his personal increasing professional commitments. I just hope that in the future, Bryan finds time to help other companies like ours. He's done an incredible job with us. And I think other companies could benefit from his experience, his expertise and his perspective. So Bryan, thank you very much, and good luck to you.

With that, I'll turn it back over to the operator.

Ladies and gentlemen, this concludes today's call. Thank you all for joining, and you may now disconnect.

Welcome to the InMed Pharmaceuticals, Inc. Special Shareholder Meeting being held virtually today, June 13, 2025, at 10 a.m. at Pacific Time. [Operator Instructions]. The meeting is being recorded. It's now my pleasure to turn the meeting over to Michael Woudenberg, COO of InMed Pharmaceuticals, Inc. Please proceed, Mr. Woudenberg.

Thank you. Good morning, everyone. Welcome to the Special Meeting of Shareholders of InMed Pharmaceuticals, Inc. The meeting will now come to order. I am Michael Woudenberg, and I'm the Chief Operating Officer of InMed and will act as Chair of the meeting.

Our meeting is being hosted on the gowebcasting platform. This allows registered shareholders and duly appointed proxy holders to vote and to submit questions and comments to the moderator to read and address at the meeting.

I shall ask Thomas Moggan, InMed Legal Counsel, to act as Secretary of the meeting; and Vivien Leung of Odyssey Trust Company to active scrutineer. I have received confirmation of Odyssey as the due mailing of materials -- meeting materials. I direct that this confirmation, together with copies of these documents, be kept by the Secretary with the minutes of this meeting.

Business may be transacted at this meeting if 2 or more persons are present, holding or representing by proxy not less than 33.3% of the shares entitled to vote at the meeting.

Mr. Chairman, I confirm a quorum present.

The scrutineers' report has now been received, and I report that the necessary quorum of shareholders has not been met. For this reason, the meeting is now concluded. The directors of the company may call another meeting in the future if they still wish to proceed with the proposed special resolution. In such a case, new notices will need to be sent out.

At this point, we will terminate the meeting. Thank you for your time.