InMed Announces Filing of Registration Statement in Connection with United States Offering, Application to Seek Nasdaq Listing and Planned Share Consolidation
VANCOUVER, BC, June 19, 2020 /PRNewswire/ - InMed Pharmaceuticals Inc. ("InMed" or the "Company") (TSX: IN) (OTCQX: IMLFF), a clinical-stage pharmaceutical company developing medications targeting diseases with high unmet medical need and leading the way in the clinical development of cannabinol ("CBN"), today announced that it has filed a registration statement on Form S-1 with the United States Securities and Exchange Commission ("SEC") in connection with a proposed offering of up to US$12 million of common shares (the "Offering"). In connection with the proposed Offering, InMed has also applied to list its common shares on the Nasdaq Stock Market ("Nasdaq"). The number of shares to be offered and the offering price for the proposed Offering have not yet been determined. The offering is subject to market conditions and approval of the Toronto Stock Exchange ("TSX"), and there can be no assurance as to whether or when the offering may be completed, as to the actual size or terms of the offering, or whether the common shares will be accepted for trading on Nasdaq.
In addition to, and in preparation for, this new listing and subject to approval by the TSX, the Company will proceed with a consolidation of its issued and outstanding common shares on the basis of one (1) post-consolidation share for every thirty-three (33) pre-consolidation shares (the "Consolidation"). The Consolidation will result in the number of issued and outstanding common shares of the Company being reduced from 172.3 million to approximately 5.23 million on a non-diluted basis, and each shareholder will hold the same percentage of common shares outstanding immediately after the Consolidation as such shareholder held immediately prior to the Consolidation.
The exercise price and number of common shares of the Company issuable upon the exercise of outstanding stock options, warrants or other convertible securities will be proportionately adjusted to reflect the Consolidation in accordance with the terms of such securities. No fractional shares will be issued as a result of the Consolidation. Per the requirements of the British Columbia Business Corporations Act, under which the Company is regulated, if fractional shares are to be converted into whole shares, each fractional share remaining after consolidation that is less than 1/2 of a share must be cancelled and each fractional share that is at least 1/2 of a share must be rounded up to one whole share. The Company's name and trading symbol will remain unchanged on the TSX and OTCQX Best Markets as a consequence of the Consolidation. The Company will issue a further news release confirming the effective date for the Consolidation, including the new CUSIP number for its common shares, when such information is available. Letters of transmittal describing the details of the share consolidation will be mailed to InMed's registered shareholders.
A registration statement relating to the common shares to be offered in the Offering has been filed with the SEC but has not yet become effective. Such common shares may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. A copy of the prospectus for the offering may be obtained upon request from: Roth Capital Partners, LLC, 888 San Clemente, Suite 400, Newport Beach, CA 92660, (800) 678-9147 or by accessing the SEC's website, www.sec.gov.
The common shares of the proposed Offering referenced above are not being offered to residents of Canada or persons in Canada. The common shares are being sold on the basis of prospectus exemptions under applicable Canadian securities laws on the basis that the securities will not be distributed back into Canada.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
About InMed: InMed Pharmaceuticals is a clinical-stage pharmaceutical company developing a pipeline of cannabinoid-based medications, initially focused on the therapeutic benefits of cannabinol (CBN) in diseases with high unmet medical need. The Company is dedicated to delivering new therapeutic alternatives to patients that may benefit from cannabinoid-based medicines. For more information, visit www.inmedpharma.com.
Cautionary Note Regarding Forward-Looking Information:
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable securities laws. Forward-looking information is based on management's current expectations and beliefs and is subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Forward-looking information in this news release includes statements about: registration of the Company's common shares with the SEC; a listing and offering of the Company's common shares on the Nasdaq; the implementation and details of the Consolidation; and delivering new therapeutic alternatives to patients that may benefit from cannabinoid-based medicines.
With respect to the forward-looking information contained in this news release, InMed has made numerous assumptions regarding, among other things: the ability to obtain all necessary regulatory approvals on a timely basis, or at all; the ability to recruit appropriate test subjects; continued and timely positive preclinical and clinical efficacy data; the effectiveness of patent protection; demand for InMed's products; and continued economic and market stability. While InMed considers these assumptions to be reasonable, these assumptions are inherently subject to significant business, economic, competitive, market and social uncertainties and contingencies.
Additionally, there are known and unknown risk factors which could cause InMed's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein. Known risk factors include, among others: regulatory filings may not be filed or approved on a timely basis, or at all; InMed's common shares may not be accepted for registration by the SEC on a timely basis, or at all; InMed may not proceed with a listing and offering of the Company's common shares on the Nasdaq on a timely basis, or at all; InMed may not implement the Consolidation on a timely basis, or at all; InMed may not be able to advance its other product candidates on a timely basis, or at all; clinical trials may not proceed as anticipated; economic or market conditions may worsen; InMed's cannabinoid manufacturing process and drug development programs may not deliver the expected level of results; and InMed may not be able to provide new therapeutic alternatives that benefit patients via cannabinoid-based medicines. A more complete discussion of the risks and uncertainties facing InMed is disclosed in InMed's most recent Annual Information Form and other continuous disclosure filed with Canadian securities regulatory authorities on SEDAR at www.sedar.com or by accessing the Form S-1 registration statement at the SEC's website, www.sec.gov.
All forward-looking information herein is qualified in its entirety by this cautionary statement, and InMed disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.
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SOURCE InMed Pharmaceuticals Inc.
