DEF 14A 1 def14a0422_inmedpharm.htm DEFINITIVE PROXY STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_______________________________

SCHEDULE 14A INFORMATION

_______________________________

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant		☒
Filed by a party other than the Registrant		☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

INMED PHARMACEUTICALS INC.
(Name of Registrant as Specified in Its Charter)

______________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

INMED PHARMACEUTICALS INC.

NOTICE OF ANNUAL GENERAL MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

OCTOBER 28, 2022

This proxy statement and management information circular is dated October 28, 2022, and is first being made available to shareholders on or about October 28, 2022.

INMED PHARMACEUTICALS INC.
Suite 310 – 815 West Hastings St.
Vancouver, British Columbia V6C 1B4

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TAKE NOTICE that the annual general meeting (the “Meeting”) of the shareholders (the “Shareholders”) of INMED PHARMACEUTICALS INC. (“InMed” or the “Company”) will be held virtually on Thursday, December 15, 2022 at 2:00 p.m., Pacific Standard Time, for the following purposes:

1. to receive the audited consolidated financial statements of the Company, together with the auditor’s report thereon, for the year ended June 30, 2022;

2. to elect five (5) directors of the Company named in the accompanying Proxy Statement and Management Information Circular to hold office until the next annual meeting of the Shareholders of Company or until their successors are duly elected;

3. to appoint KPMG LLP as the auditor/independent registered public accounting firm of the Company for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors; and,

4. to transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

This year, as part of its corporate social responsibility in response to COVID-19, and in order to mitigate potential risks to the health and safety of its Shareholders, employees, communities and other stakeholders, the Meeting will be held in virtual only format, which will be conducted via telephone conference. You will not be able to attend the Meeting in person.

Registered Shareholders and validly appointed proxyholders can access the meeting by using registration link below. Once registered you will be provided with dial in details for the call.

Registration link: https://register.vevent.com/register/BI54bd5b4593924388b9bc45180bfdc3e5

The live audio webcast of the Meeting will begin promptly at 2:00 p.m. Pacific Standard Time. Online access to the audio webcast will open 15 minutes prior to the start of the Meeting. We encourage you to access the meeting in advance of the designated start time. Beginning 15 minutes prior to and during the Meeting, we will have support available to assist shareholders with any technical difficulties they may have accessing or hearing the virtual meeting. Registered Shareholders who attend the virtual meeting will have an equal opportunity to participate at the Meeting, regardless of their geographic location.

As permitted by Canadian securities regulators and the U.S. Securities and Exchange Commission (“SEC”), the Company has elected to use notice-and-access provisions under National Instrument 54-101 and National Instrument 51-102 and applicable SEC rules (collectively, the “Notice and Access Provisions”) for this Meeting. Notice and Access Provisions are a set of rules developed by the Canadian Securities Administrators and the SEC that reduce the volume of materials that must be physically mailed to shareholders of the Company (“Shareholders”) by allowing the Company to post the Information Circular and any additional materials online. Under Notice and Access Provisions, instead of receiving printed copies of the Meeting materials, Shareholders will receive a Notice-and-Access notification/Notice of Internet Availability of Proxy Materials containing details of the Meeting date, login particulars and purpose, as well as information on how they can access the Meeting materials electronically. Shareholders will also receive a form of Proxy (for registered shareholders) or a Voting Instruction Form (for beneficial shareholders), allowing each shareholder to submit their vote by proxy.

Accompanying this Notice of Meeting is an Information Circular, a form of Proxy, and a financial statements request card whereby shareholders can request to be added to the Company’s supplemental mailing list. The Information Circular provides more detailed information relating to the matters to be addressed at the Meeting and forms part of this Notice. The Information Circular is available at www.inmedpharma.com, at www.sec.gov and under the Company’s profile on SEDAR at www.sedar.com. Any shareholder who wishes to receive a paper copy of the Information Circular should contact the Company by telephone: +1 (604) 669 7207.

The board of directors of the Company (the “Board”) has fixed the close of business on October 24, 2022 (the “Record Date”) for the determination of shareholders who are entitled to receive notice of, and to vote at, the Meeting or any adjournment or postponement thereof. Shareholders who are unable to or who do not wish to attend the Meeting by telephone conference as provided above are requested to read, date and sign the accompanying proxy and deliver it to Computershare Investor Services Inc. (“Computershare”). If a shareholder does not deliver a proxy to Computershare by 2:00 p.m. (Pacific Standard Time) on December 13, 2022 (or at least 48 hours, excluding Saturdays, Sundays and holidays, before any adjournment or postponement of the meeting at which the proxy is to be used) then the shareholder will not be entitled to vote at the Meeting by proxy. The time limit for deposit of proxies may be waived or extended by the Meeting Chair at his or her discretion without notice.

To Vote Your Shares in Advance of the Meeting:

Shareholders are urged to vote by proxy in advance of the Meeting to help ensure that the vote will be represented at the Meeting, by one of the following alternative methods, whether or not the shareholders plan to attend the Meeting:

BY INTERNET:		www.investorvote.com
BY TELEPHONE:		1-866-732-VOTE (8683) Toll Free Registered Shareholders 1-866-734-VOTE (8683) Toll Free NOBO Holders
BY MAIL:		Computershare Investor Services Inc., Proxy Dept. 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 CANADA

DATED at Vancouver, British Columbia, October 28, 2022.

BY ORDER OF THE BOARD

(signed) Eric A. Adams
President & CEO

INMED PHARMACEUTICALS INC.

Suite 310 – 815 West Hastings St.
Vancouver, British Columbia V6C 1B4

PROXY STATEMENT AND
MANAGEMENT INFORMATION CIRCULAR

unless otherwise noted, as at October 28, 2022

THE MEETING

This proxy statement and management information circular (the “Information Circular”) is furnished in connection with the solicitation of proxies by the management of InMed Pharmaceuticals Inc. for use at the annual general meeting (the “Meeting”) of its shareholders to be held on December 15, 2022 at the time and place and for the purposes set forth in the accompanying notice of the Meeting.

In this Information Circular, references to the “Company,” “InMed,” “we,” and “our” refer to InMed Pharmaceuticals Inc. “Common Shares” or “Shares” means common shares without par value in the capital of the Company; “Shareholders” means holders of Common Shares; “Beneficial Shareholders” means Shareholders who do not hold Common Shares registered in their own name; “Registered Shareholders” means Shareholders which are registered holders of Common Shares; and “Intermediaries” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders.

No person is authorized to give any information or to make any representation other than those contained in this Information Circular and, if given or made, such information or representation should not be relied upon as having been authorized by the Company. The information contained herein is given as of October 24, 2022, except as otherwise indicated. The delivery of this Information Circular shall not, under any circumstances, create an implication that there has not been any change in the information set forth herein since the date of this Information Circular.

All dollar amounts in this Information Circular are in United States dollars unless specifically otherwise indicated.

Effective September 7, 2022, the Company effected a 1-for-25 share consolidation of all its then issued and outstanding Common Shares. As a result of the share consolidation, each 25 of the Company’s Common Shares issued and outstanding pre-share consolidation were automatically combined and converted into one share post-share consolidation. Unless otherwise indicated, all share numbers in this Information Circular, including Common Shares and all securities convertible into Common Shares, give effect to the share consolidation.

Unless the context otherwise requires, all references to the “Meeting” in this Information Circular include all adjournments and postponements thereof.

voting INFORMATION

InMed’s management is using this Information Circular to solicit proxies from Shareholders for use at the Meeting.

Solicitation of Proxies

The solicitation of proxies will be primarily by mail, but InMed’s directors, officers and regular employees may also solicit proxies personally or by telephone. InMed will bear all costs of the solicitation, including the printing, handling and mailing of the Meeting materials. InMed has arranged for Intermediaries to forward the Meeting materials to beneficial owners of InMed held of record by those Intermediaries and InMed may reimburse the Intermediaries for their reasonable fees and disbursements in that regard. The Company has not been informed of any persons wishing to oppose the proposals of the Company.

Appointment of Proxyholders

The individuals named in the accompanying form of proxy (the “Proxy”) are directors or officers of InMed. If you are a Shareholder entitled to vote at the Meeting, you have the right to appoint an individual or company other than either of the individuals designated in the Proxy, who need not be a Shareholder, to attend and act for you and on your behalf at the Meeting. You may do so either by striking out the name of the persons named in the Proxy and inserting the name desired of that other individual or company in the blank space provided in the Proxy or by completing and delivering another suitable form of proxy.

The only methods by which you may appoint a person as proxy are submitting a proxy by mail, internet, or fax.

Voting by Proxyholder

If a Shareholder specifies a choice for a matter in the Proxy, and if the Proxy is duly completed and delivered and has not been revoked, the individuals named in the Proxy will vote, or withhold voting, the Common Shares represented thereby in accordance with the choice you specify on any ballot that may be called for. The Proxy confers discretionary authority on the individuals named therein with respect to:

• each matter or group of matters identified therein for which a choice is not specified;

• any amendment to or variation of any matter identified therein; and

• any other matter that properly comes before the Meeting.

In respect of a matter for which a choice is not specified in the Proxy, the individuals named in the Proxy will vote Common Shares represented by the Proxy for the approval of such matter.

Registered Shareholders

If you are a Registered Shareholder, you may wish to vote by proxy whether or not you attend the Meeting. If you wish to submit a Proxy, you must complete, date and sign the Proxy, and then return it to InMed’s transfer agent, Computershare Investor Services Inc. before 2:00 p.m. (PST) on Tuesday, December 13, 2022, or, if the Meeting is adjourned or postponed, the day that is two business days before any reconvening thereof at which the Proxy is to be used, or to the chair of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law. The Chairman of the Meeting may waive the proxy cut-off without notice.

Beneficial Shareholders

The following information is of significant importance to Shareholders who do not hold Common Shares in their own name. Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by Registered Shareholders.

If Common Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Common Shares will not be registered in the Shareholder’s name on the records of InMed. Such Common Shares will more likely be registered under the names of the Shareholder’s broker or an agent of that broker.

Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of Shareholders’ meetings. Every Intermediary has its own mailing procedures and provides its own return instructions to clients.

The Information Circular is being sent to both Registered Shareholders and Beneficial Shareholders. There are two kinds of Beneficial Shareholders — those who object to their names being made known to the issuers of securities which they own (called OBOs for Objecting Beneficial Owners), and those who do not object (called NOBOs for Non-Objecting Beneficial Owners).

InMed is taking advantage of National Instrument 54-101 — Communications with Beneficial Owners of Securities of a Reporting Issuer, which permits it to deliver proxy-related materials indirectly to its NOBOs and OBOs. If you are a Beneficial Shareholder and InMed or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the broker or other Intermediary of your Common Shares on your behalf. As a result, NOBOs and OBOs can expect to receive Meeting materials from their Intermediaries via Broadridge Financial Solutions Inc. (“Broadridge”), including a voting information form (“VIF”). Beneficial Shareholders should follow the instructions in the VIF to ensure that their Common Shares are voted at the Meeting. The VIF or form of proxy will name the same individuals as InMed’s Proxy to represent you at the Meeting. You have the right to appoint a person (who need not be a Shareholder of InMed) other than the individuals designated in the VIF, to represent you at the Meeting. To exercise this right, you should insert the name of your desired representative in the blank space provided in the VIF. The completed VIF must then be returned in accordance with the instructions in the VIF. Broadridge then tabulates the results of all instructions received and completed in accordance with the instructions provided in the VIF and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. If you receive a VIF from Broadridge, you cannot use it to vote Common Shares directly at the Meeting — the VIF must be completed and returned in accordance with its instructions, well in advance of the Meeting in order to have your Common Shares voted.

Although as a Beneficial Shareholder you may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of your broker, you, or a person designated by you, may attend at the Meeting as proxyholder for your broker and vote your Common Shares in that capacity. If you wish to attend the Meeting and indirectly vote your Common Shares as proxyholder for your broker, or to have a person designated by you do so, you should enter your own name, or the name of the person you wish to designate, in the blank space on the VIF provided to you and return the same in accordance with the instructions provided in the VIF, well in advance of the Meeting.

Alternatively, you can request in writing that your broker send you a legal proxy which would enable you to attend the Meeting and vote your Common Shares.

In accordance with the requirements of NI 54-101 and SEC Rule 14a-16, the Company is using notice-and-access to send proxy-related materials for use in connection with the Meeting to Beneficial Shareholders using the “indirect” sending procedures set out in NI 54-101 and SEC Rule 14a-16. Accordingly, the Company has distributed copies of the Notice of Internet Availability or, if a Beneficial Shareholder has so requested, proxy materials, in connection with the Meeting to Broadridge to deliver, on behalf of the Intermediaries, to each non-registered Shareholder.

Revocation of Proxies

In addition to revocation in any other manner permitted by law, a Registered Shareholder who has given a Proxy may revoke it (a) by executing a proxy bearing a later date, (b) by executing a valid notice of revocation (where a new proxy is not also filed), or (c) personally attending the Meeting and voting the Registered Shareholder’s Common Shares.

A later dated proxy or notice of revocation must be executed by the Registered Shareholder or the Registered Shareholder’s authorized attorney in writing, or, if the Registered Shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and delivered to the Proxy Department, Computershare Investor Services Inc., 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, or to the address of the registered office of InMed at Suite 310 – 815 West Hastings St., Vancouver, British Columbia, V6C 1B4.

A later dated proxy must be received before 2:00 p.m. (PST) on Tuesday, December 13, 2022, or, if the Meeting is adjourned or postponed, the day that is two business days before any reconvening thereof at which the Proxy is to be used, or to the chair of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law.

A notice of revocation must be received at the Company’s registered office before 2:00 p.m. (PST) on Wednesday, December 14, 2022, or, if the Meeting is adjourned or postponed, the last business day before any reconvening thereof at which the Proxy is to be used, or to the chair of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law.

Only Registered Shareholders have the right to revoke a proxy. Beneficial Shareholders who wish to change their vote must, in sufficient time in advance of the Meeting, arrange for their Intermediaries to change the vote and, if necessary, revoke their proxy.

A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

Voting Securities and Principal Holders of Voting Securities

Record Date, Quorum and Outstanding Shares

The record date for determining persons entitled to receive notice of and vote at the Meeting is October 24, 2022. Only Shareholders of record as of the close of business on October 24, 2022 are entitled to receive notice of and vote or grant proxies to vote at the Meeting, or any adjournment(s) or postponement(s) thereof, in the manner and subject to the procedures described in this Information Circular and Proxy. Two persons who hold not less than 33⅓% of the issued and outstanding shares of the Company entitled to vote at the Meeting must be present, in person or by proxy, for the transaction of business of the Meeting. This is the quorum for the Meeting. Abstentions and broker non-votes are included in the calculation of the number of votes considered to be present at the Meeting for purposes of determining a quorum.

Registered Shareholders or proxyholders representing shareholders participating in the Meeting virtually will be considered to be present in person at the Meeting for the purposes of determining quorum. In the absence of a quorum, the Meeting will be adjourned in accordance with the Company’s articles.

At the close of business on October 24, 2022, 936,761 Common Shares of InMed were issued and outstanding.

Each Shareholder is entitled to one vote per Common Share held on all matters to come before the Meeting. Common Shares of InMed are the only securities of InMed which will have voting rights at the Meeting.

Vote Required

Proposal 1 does not require an approval and therefore there is no voting standard for this proposal. With respect to Proposal 2, assuming the existence of a quorum, each of the director nominees receiving a plurality of the votes of the holders of Common Shares present in person or by proxy at the meeting and entitled to vote on the election of directors will be elected directors. With respect to Proposals 3, the affirmative vote of a simple majority of the Common Shares cast, either in person or represented by proxy, and entitled to vote at the Meeting is required to decide such matters. All votes will be tabulated by the inspector of election appointed for the Meeting, who will separately tabulate affirmative and negative votes, abstentions, withheld votes and broker non-votes. Abstentions represent a shareholder’s affirmative choice to decline to vote on a proposal and withheld votes represent a shareholder’s affirmative choice to decline to vote for a particular director nominee or the re-appointment of KPMG LLP as the auditor for the ensuing year. Properly executed proxy cards that are marked “abstain” or “withhold” on any proposal, as applicable, will be treated as abstentions for that proposal.

Broker non-votes occur when a broker or nominee holding shares for a beneficial owner does not vote on a non-routine proposal because the broker or nominee has not received voting instructions from the beneficial owner and does not have discretionary voting power with respect to such proposal. A broker or other nominee holding shares for a beneficial owner may generally vote on routine matters, but not non-routine matters, without receiving voting instructions. The uncontested election of directors (Proposal 2) is considered a non-routine matter. The ratification of the appointment of the independent registered public accounting firm (Proposal 3) is considered a routine matter. If your shares are held by a broker or nominee and you do not provide such voting instructions, your shares will not be voted FOR Proposal 2. Please provide instructions to your brokers or nominee on how to vote your shares. Any Shares represented at the Meeting but not voted (whether by abstention, broker non-vote or otherwise) will have no impact on any matters to be acted upon at the Meeting.

COMPANY STRUCTURE

InMed was incorporated under the British Columbia Business Corporations Act. InMed has undergone a number of corporate name changes since its incorporation, most recently changing its name to InMed Pharmaceuticals Inc. on October 6, 2014.

The Common Shares of the Company are listed on the Nasdaq Capital Market (“Nasdaq”) under the trading symbol “INM”.

The financial year end of the Company is June 30. The reporting currency of the Company is the United States dollar.

InMed’s head office is located at Suite 310 – 815 West Hastings St., Vancouver, British Columbia V6C 1B4 and its registered office is located at 510 West Georgia Street, Suite 1800, Vancouver, BC V6B 0M3 Canada.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

No director or executive officer of the Company, nor any person who has held such a position since the beginning of the last completed financial year of the Company, nor any associate or affiliate of any of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors except as otherwise set out herein.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except for compensation arrangements for our directors and executive officers, which are described elsewhere in this circular, or as disclosed below, there have been no related party transactions in our two most recently completed financial years that required disclosure under any applicable Canadian or U.S. securities laws.

On February 11, 2022, the Board appointed Janet Grove as a director of the Company. Ms. Grove is a Partner of Norton Rose Fulbright Canada LLP (“NRF”). From February 11, 2022 to June 30, 2022, NRF rendered legal services in the amount of $86,374 to the Company. These transactions were in the normal course of operations and were measured at the exchange amount which represented the amount of consideration established and agreed to by NRF.

Indemnification Agreements

The Company’s Articles contain provisions limiting the liability of directors and provide that the Company will indemnify each of its directors and officers to the fullest extent permitted under law. In addition, we have entered into an indemnification agreement with each of our directors and our Chief Financial Officer, which requires us to indemnify them.

Policies and Procedures for Transactions with Related Persons

The Company has adopted a written policy that its executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of the Company’s Common Shares and any members of the immediate family of any of the foregoing persons are not permitted to enter into a related person transaction with us without the approval or ratification of its Board or its audit committee (“Audit Committee”). Any request for us to enter into a transaction with an executive officer, director, nominee for election as a director, beneficial owner of more than 5% of any class of the Company’s Common Shares, or any member of the immediate family of any of the foregoing persons, in which the amount involved exceeds $120,000 and such person would have a direct or indirect interest, must be presented to the Board or the Audit Committee for review, consideration and approval. In approving or rejecting any such proposal, the Board or the Audit Committee is to consider the material facts of the transaction, including whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction.

Indebtedness of Directors and Officers

No current or former director, officer or employee of the Company, or any associate of any such individual, is, or was at any time during the most recently completed financial year, indebted to the Company, nor is any indebtedness of any such person to another entity the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company.

PRINCIPAL HOLDERS OF COMMON SHARES OF INMED

The table below sets forth information known to us regarding the beneficial ownership of the Common Shares as of October 24, 2022 for:

• each person the Company is aware of beneficially holds more than 5% of the outstanding Common Shares;

• each of the Company’s directors and named executive officer (“NEOs”); and

• all of the directors and executive officers as a group.

The number of common shares beneficially owned by a person includes shares subject to options warrants or other convertible securities held by that person that are currently exercisable or that become exercisable within 60 days of October 24, 2022. Percentage calculations assume, for each person and group, that all common shares that may be acquired by such person or group pursuant to options warrants, or other convertible securities held currently exercisable or that become exercisable within 60 days of October 24, 2022 are outstanding for the purpose of computing the percentage of common shares owned by such person or group. However, such unissued common shares described above are not deemed to be outstanding for calculating the percentage of common shares owned by any other person.

Except as otherwise indicated, the persons in the table below have sole voting and investment power with respect to all common shares shown as beneficially owned by them, subject to community property laws where applicable. The Company does not know of any arrangement, the operation of which may at a subsequent date result in a change in control of us.

Unless otherwise noted, the business address of each of the individuals and entities listed in the table below is Suite 310 – 815 West Hastings Street, Vancouver, British Columbia, Canada, V6C 1B4.

Name and Address of Beneficial Owner	Number of Common Shares Beneficially Owned		Percentage of Common Shares Beneficially Owned (%)*
Five Percent Shareholders:
Armistice Capital Master Fund, Ltd.	1,628,214	(1)	9.99	(2)
Sabby Volatility Warrant Master Fund, Ltd.	884,341	(3)	4.99	(4)

NEOs and Directors:
Eric A. Adams, MIBS(5)	13,362		1.4	%
William J. Garner, MD(6)	365		**
Andrew Hull(7)	1,123		**
Janet Grove(8)	156		**
Bryan Baldasare(9)	109		**
Nicole Lemerond(10)	62		**
Bruce Colwill(11)	5,273		**
Alexandra Mancini(12)	3,491		**
Eric Hsu(13)	4,030		**
All other executive officers as a group(14)	3,113		**
All executive officers and directors as a group (9 persons)	21,781		2.3	%

____________

Notes:

* Based on 936,761 common shares issued and outstanding on October 24, 2022

** Less than 1%

(1) Consists of (i) 90,000 common shares, (ii) 313,226 common shares issuable upon presently exercisable pre-funded warrants, (iii) 806,452 common shares issuable upon presently exercisable preferred investment options and (iv) 418,536 common shares issuable upon presently exercisable warrants. The terms of the pre-funded warrants preclude a holder thereof from exercising such holder’s pre-funded warrants, if after giving effect to the issuance of common shares upon such exercise, the holder (together with the holder’s affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of 9.99% of the number of common shares outstanding immediately

after giving effect to the issuance of common shares upon such exercise. The terms of the preferred investment options and warrants preclude a holder thereof from exercising such holder’s preferred investment option or warrant, if after giving effect to the issuance of common shares upon such exercise, the holder (together with the holder’s affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of 4.99% of the number of common shares outstanding immediately after giving effect to the issuance of common shares upon such exercise. The securities are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company, and may be deemed to be indirectly beneficially owned by (i) Armistice Capital, LLC, as the investment manager of Armistice Capital Master Fund Ltd. and (ii) Steven Boyd, as the Managing Member of Armistice Capital, LLC. Armistice Capital, LLC and Steven Boyd disclaim beneficial ownership of the securities except to the extent of their respective pecuniary interests therein. The address for the foregoing entities is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022.

(2) Based solely on the 90,000 common shares beneficially owned and 875 of the 418,536 common shares underlying presently exercisable warrants, and does not include the 313,226 common shares issuable upon presently exercisable pre-funded warrants, the 806,452 common shares issuable upon presently exercisable preferred investment options and 417,661 of the 418,536 common shares issuable upon presently exercisable warrants, the exercise of which pre-funded warrants, preferred investment options and warrants are subject to the beneficial ownership limitations discussed in footnote 1 above and elsewhere in this prospectus.

(3) Consists of (i) 45,284 common shares, (ii) 260,019 common shares issuable upon exercise of presently exercisable pre-funded warrants and (iii) 576,038 common shares issuable upon exercise of presently exercisable preferred investment options. The terms of the pre-funded warrants and preferred investment options preclude a holder thereof from exercising such holder’s pre-funded warrant or preferred investment option, if after giving effect to the issuance of common shares upon such exercise, the holder (together with the holder’s affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of 4.99% (or, upon election by a holder prior to the issuance of any preferred investment options, 9.99%) of the number of common shares outstanding immediately after giving effect to the issuance of common shares issuable upon such exercise. Sabby Management, LLC is the investment manager of Sabby Volatility Warrant Master Fund, Ltd. and shares voting and investment power with respect to these shares in this capacity. As manager of Sabby Management, LLC, Hal Mintz also shares voting and investment power on behalf of Sabby Volatility Warrant Master Fund, Ltd. Each of Sabby Management, LLC and Hal Mintz disclaims beneficial ownership over the securities listed except to the extent of their pecuniary interest therein.

(4) Based solely on the 45,284 common shares beneficially owned and 260,019 common shares issuable upon exercise of presently exercisable pre-funded warrants and does not include 261,619 of the 288,019 common shares issuable upon exercise of presently exercisable pre-funded warrants and the 576,038 common shares issuable upon exercise of presently exercisable preferred investment options, the exercise of which pre-funded warrants and preferred investment options are subject to the beneficial ownership limitations discussed in footnote 3 above and elsewhere in this prospectus.

(5) Eric A. Adams’ beneficial ownership consists of 2,359 common shares owned directly and 11,003 common shares issuable pursuant to presently exercisable options. Not reflected in the table are 597 common shares beneficially owned by Mr. Adams’ spouse. Mr. Adams disclaims beneficial ownership in the 597 common shares held by his spouse;

(6) William J. Garner’s beneficial ownership consists of 365 common shares issuable pursuant to presently exercisable options. Not reflected in the table are 152 common shares beneficially owned by Dr. Garners’ spouse. Dr. Garner disclaims beneficial ownership in the 152 common shares held by his spouse;

(7) Andrew Hull’s beneficial ownership consists of 758 common shares owned directly and 365 common shares issuable pursuant to presently exercisable options;

(8) Janet Grove’s beneficial ownership consists of 156 common shares issuable pursuant to presently exercisable options;

(9) Bryan Baldasare’s beneficial ownership consists of 109 common shares issuable pursuant to presently exercisable options;

(10) Nicole Lemerond’s beneficial ownership consists of 62 common shares issuable pursuant to presently exercisable options;

(11) Bruce Colwill’s beneficial ownership consists of 461 common shares owned directly and 4,812 common shares issuable pursuant to presently exercisable options. Mr. Colwill resigned from his position as the Chief Financial Officer effective March 31, 2022, and transitioned to the role of an advisor of the company until June 30, 2022;

(12) Alexandra Mancini’s beneficial ownership consists of 240 common shares owned directly and 3,251 common shares issuable pursuant to presently exercisable options;

(13) Eric Hsu’s beneficial ownership consists of 51 common shares owned directly and 3,979 common shares issuable pursuant to presently exercisable options;

(14) The beneficial ownership of all other executive officers as a group consists of 21 common shares owned directly and 3,092 common shares issuable pursuant to presently exercisable options.

PARTICULARS OF MATTERS TO BE ACTED UPON

PROPOSAL 1: PRESENTATION OF FINANCIAL STATEMENTS

The Company’s audited consolidated financial statements for the fiscal year ended June 30, 2022, including the related management’s discussion and analysis and auditors report will be presented to Shareholders at the Meeting. No vote will be taken with respect to the audited annual financial statements and receipt of the audited annual financial statements will not constitute approval or disapproval of any matters referred to therein. These documents are available under the Company’s profile on SEDAR at www.sedar.com, at www.sec.gov, the Company’s website at www.inmedpharma.com, and copies may be obtained from the Company upon request.

PROPOSAL 2: ELECTION OF DIRECTORS

The Board presently consists of six (6) directors. The Board is nominating five (5) individuals to stand for election as directors at the Meeting. After serving on the Board of the Company since May 2016, Dr. Garner has informed the Company of his decision not to stand for re-election. Proxies cannot be voted for a greater number of persons than the number of nominees named.

The term of office of each of the present directors expires at the Meeting. The Board proposes to nominate the persons named below for election as directors of the Company at the Meeting. In accordance with the Articles of the Company, each director elected will hold office until the next annual general meeting of the shareholders of the Company or until their successor is duly elected or appointed, unless such office is earlier vacated in accordance with the Articles or such director becomes disqualified to act as a director pursuant to the Business Corporations Act (British Columbia).

Except where authority to vote on the Election of Directors is withheld, unless otherwise indicated, the named proxyholders will vote “FOR” the election of each of the proposed nominees set forth above as directors of the Company.

The following table and notes thereto sets forth the name of each person proposed to be nominated by the Board for election as a director, the municipality in which they are ordinarily resident, all offices of the Company now held by them, the period of time for which they have been a director of the Company, and the number of common shares beneficially owned by them, directly or indirectly, or over which they exercise control or direction, as at the date hereof:

Name and Address of Nominee and Present Position with Company	Principal Occupation During the Last Five Years	Director Since	Number of Approximate Voting Securities(1)
Nicole Lemerond(3)(4)(6) New York, USA Director	Director of GeoVax Labs, August 2022 to present; Managing Partner of NV Capital, February 2010 to August 2022.	August 8, 2022	Nil
Janet Grove(3)(5)(6) British Columbia, Canada Director	Partner Norton Rose Fulbright Canada LLP and its predecessor firm in Vancouver (October 2008 to present), including being appointed as Head of Canadian Life Sciences and Healthcare Group (2018 to present) and former Vancouver Managing Partner; Board of Genome BC (June 2020 to present); member of the Audit and Assurance Standards Council of Canada (July 2018 to present); Vice President and Corporate Counsel, QLT Inc. (August 2000 to February 2008)	February 11, 2022	Nil
Bryan Baldasare,(3)(4)(6) Ohio, USA Director	Hilltop Basic Resources, Inc. – January 2022 to present – Vice President, Chief Financial Officer and Treasurer. Meridian Bioscience, Inc. – April 2000 to December 2021; October 2019 to December 2021 – EVP, CFO and Secretary; July 2019 to September 2019 – SVP, Interim CFO, Corporate Controller and Treasurer; January 2018 to June 2019 – SVP, Corporate Controller and Treasurer. April 2000 to December 2017 – various management and senior management positions in Accounting and Finance	May 12, 2022	Nil
Andrew Hull(3)(4)(5)(6) Illinois, USA Director	Vice President of Global Alliances, Takeda Pharmaceuticals (April 2014 – April 2018); Chairman, Illinois Biotechnology Industry Organization (2 terms); former member of Kenyon College Board of Trustees; Director of Zucara Therapeutics (March 2019 – March 2020).	September 12, 2016	758 Common Shares
Eric. A. Adams(2) British Columbia, Canada President & CEO Director	President and Chief Executive Officer of InMed (June 16, 2016 – present).	June 16, 2016	2,360 Common Shares

____________

Notes:

(1) Voting securities beneficially owned, directly or indirectly, or over which control or direction is exercised.

(2) Not an independent director because he is an executive officer of InMed.

(3) Independent director.

(4) Denotes member of the Audit Committee. Mr. Baldasare is currently the Chair of the Audit Committee. All members of the Audit Committee are independent.

(5) Denotes member of the Compensation Committee. Mr. Hull is currently the Chair of the Compensation Committee. All members of the Compensation Committee are independent.

(6) Denotes member of the Nominating and Governance Committee. Ms. Grove is currently the Chair of the Nominating and Governance Committee. All members of the Nominating and Governance Committee are independent.

Profile of the Board

Eric A. Adams (also President and Chief Executive Officer) (Age: 59)

Mr. Adams has been the President and Chief Executive Officer, and a Director of InMed since 2016. Mr. Adams is a seasoned biopharmaceutical executive with over 30 years’ experience in company and capital formation, global market development, mergers and acquisitions, licensing and corporate governance. During the period from 2011 to 2016, Mr. Adams served as a mentor and senior consultant to several biopharmaceutical and innovative technology companies. He previously served as Chief Executive Officer and Director at EnGene Inc. between 2004 and 2011. Prior to EnGene, he held senior roles in global market development with QLT Inc., Advanced Tissues Science Inc., Abbott Laboratories, and Fresenius AG. He is a dual citizen of Canada and the United States and holds a Master of International Business degree from the University of South Carolina and a Bachelor’s degree in Chemistry from the University of Southern Indiana. Mr. Adams makes valuable contributions to the Board based on his extensive international business development experience in a wide range of disease categories and contributions to growing several organizations across the pharmaceutical and medical device arenas.

Nicole Lemerod (Age: 47)

Ms. Lemerond has been a director of the company since August 2022. Nicole Lemerond is a financial executive with over 25 years of experience in investment management, private equity, investment banking and leveraged finance.

She has significant experience executing complex transactions, managing diligence processes, raising capital and structuring balance sheets. Throughout her career, Ms. Lemerond has worked with public and private company management teams and boards to increase stakeholder value. She established and led healthcare groups at leading investment firms and has also worked at several large financial institutions, including Lehman Brothers and The Carlyle Group.

Ms. Lemerond holds a Bachelor of Science degree from Cornell University and is a CFA charterholder.

Ms. Lemerond makes valuable contributions to our Board based on her extensive experience in investment management and her experience working with management teams to increase stakeholder value.

Janet Grove (Age: 55)

Ms. Grove has served as a member of the Board since February 2022. Ms. Janet Grove is a corporate lawyer and partner at Norton Rose Fulbright Canada LLP where she is Canadian head of their Life Sciences and Healthcare Group. Janet was previously managing partner of Vancouver based law firm, Bull, Housser & Tupper LLP and led Bull, Housser in its merger discussions with global law firm, Norton Rose Fulbright.

She then served as managing partner of Norton Rose Fulbright’s Vancouver office until her term expired at the end of 2019. She was named one of Canada’s Top 100 Most Powerful Women in 2017 by Women’s Executive Network and appointed Queen’s Counsel in 2020. Ms. Grove also currently serves on the board of Genome BC and sits on the Audit and Assurance Council of Canada. She is also a former Chair and director of St. John Ambulance Vancouver Branch and a former director of Canadian Business for Social Responsibility. In 2000, Janet joined the legal team at a Canadian biotechnology company then listed on the TSX and Nasdaq, where she was a member of the company’s executive management team. She held a number of roles, including the position of Vice-President and Corporate Counsel, Corporate Secretary, and Business Ethics Officer prior to returning to private practice in 2008.

Ms. Grove makes valuable contributions to our Board based on her extensive managerial experience and experience in the life sciences sector.

Bryan Baldasare (Age: 56)

Mr. Baldasare has been a member of the Board since May 2022. Mr. Baldasare is a well-rounded biotech executive with wealth of experience in finance and accounting, financial planning and analysis, treasury management, commercial operations and mergers and acquisitions.

Mr. Baldasare spent over 20 years at Meridian Bioscience, most recently as Chief Financial Officer where during his tenure, grew its revenues by over 500%, developed and launched dozens of new products, expanded into a diversified global business with 15 sites in 10 countries. Mr. Baldasare is currently the CFO at Hilltop Companies, a leading supplier to the construction industry. Prior to Meridian, Mr. Baldasare spent over 10 years in public accounting at Arthur Andersen LLP.

Mr. Baldasare has a Bachelor’s degree in Business Administration from the University of Cincinnati.

Mr. Baldasare makes valuable contributions to our Board based on his financial and accounting expertise and his experience as an executive in the biotechnology sector.

Andrew Hull (Age: 59)

Mr. Hull has been a director of the company since September 2016. Mr. Hull most recently served as Vice President, Global Alliances for Takeda Pharmaceuticals from 2014 to 2018, where he was responsible for maximizing the success of Takeda’s growing number (40+) of commercial and research and development partnerships with many of the industry’s leading pharmaceutical and biotech companies. In previous roles as Senior Vice President, Marketing, and of Senior Vice President, Business Development and Strategic Product Planning, Mr. Hull led marketing and commercial development of Takeda’s U.S. portfolio of over $3 billion. Additionally, he held positions of increasing responsibility at Immunex and Abbott Laboratories. Mr. Hull received a Bachelor’s Degree in Biology from Kenyon College in 1985. He also recently served as a member of the Board of the Illinois Biotechnology Industry Organization, where he served two terms as Chairman, and recently was a member of the Kenyon College Board of Trustees. Mr. Hull recently served as a Director of Zucara Therapeutics. Mr. Hull makes valuable contributions to the Board based on his over 30 years of experience in various commercial and business development roles with leading pharmaceutical and biotech companies. Mr. Hull has been a director of the Company since September 2016.

Board Diversity Matrix (As of October 24, 2022)

The following table summarizes certain self-identified personal characteristics of our directors as of October 24, 2022. Each of the categories listed in the table below has the definition provided in Nasdaq Rule 5605(f).

Total Number of Directors		6

SEC Form DEF 14A filed by InMed Pharmaceuticals Inc.