InMed and Mentari amend merger agreement, file Form S-4

InMed Pharmaceuticals and Mentari Therapeutics announced on July 6, 2026 that they had entered into an amendment to the previously announced definitive merger agreement for an all-stock transaction, involving Mentari, a privately-held biotechnology company developing therapies for migraine prevention, and two InMed merger subsidiaries.¹ InMed also disclosed that it had filed a registration statement on Form S-4 with the SEC containing a preliminary proxy statement/prospectus and management information circular related to the merger.¹

The amendment made three main changes: it clarified the sequencing of the transactions, reflected clarifications on how a pre-closing financing would affect the exchange ratio, and clarified the intended tax treatment of the merger.¹ Beyond these three items, the original agreement remains in full force and effect except as specifically modified.¹

More specifically, the sequencing changes mean InMed will change its name to Mentari Therapeutics, Inc. prior to closing, will redomesticate from British Columbia to Nevada on the closing date but before the merger certificate is filed, and will carry out a Nasdaq reverse split, if any, before the first effective time. The amendment also introduces a Company PIPE Amendment concept to allow for potential additional private placement financing of Mentari before closing, and revises the intended tax treatment by removing a contingency tied to a possible redomestication to the Cayman Islands, confirming that the merger steps are meant to qualify as a tax reorganization under Section 368(a) of the Internal Revenue Code.¹

The merger has already received approval from the boards of directors of both companies and is expected to close in the fourth quarter of 2026, subject to closing conditions including shareholder and stockholder approval and effectiveness of the S-4.¹ The S-4 was filed with the SEC on July 2, 2026¹ but has not yet become effective, and its contents remain subject to change.¹ Once effective, InMed will set a date for a special shareholder meeting and mail the definitive proxy materials before the vote.¹