Full Press Release Details
InMed Pharmaceuticals & Mentari Therapeutics
Announce Merger to Advance Migraine Prevention Therapies
Mentari's parallel lead programs target
validated, complementary pathways with potential to address the two-thirds of patients who have a suboptimal response to anti-CGRP therapies
Concurrent oversubscribed US$290 million private
placement of Mentari expected to fund company operations through 2028
First-in-human regulatory filings for MT-001
(anti-PACAP) and MT-002 (anti-CGRP x PACAP bispecific) expected mid-2026 and 1Q 2027, respectively
Conference call scheduled for May 19, 2026,
Vancouver, British Columbia, and San Francisco,
California May 19, 2026 - InMed Pharmaceuticals, Inc. (NASDAQ: INM) ("InMed" or the "Company") is pleased
to announce that it has entered into a definitive merger agreement (the "Agreement") for an all-stock transaction with Mentari
Therapeutics, Inc. ("Mentari"), a privately-held biotechnology company developing therapies for migraine prevention, Indigo
Merger Sub Corp. a wholly-owned subsidiary of InMed, and Indigo Merger Sub II, LLC, a wholly-owned subsidiary of InMed. The merger brings
together Mentari's differentiated migraine pipeline with InMed's public market infrastructure, positioning the combined company
to expedite the development of new therapies for people living with migraine, a debilitating neurological disorder affecting more than
1 billion people globally. Upon consummation of the transaction contemplated by the Agreement, the combined entity will operate as Mentari
Therapeutics and trade on the Nasdaq Capital Market under a new ticker symbol.
The concurrent private placement (the
"Private Placement") was led by Fairmount with participation from Commodore Capital, Deep Track Capital, Janus Henderson
Investors, a16z Bio + Health, Venrock Healthcare Capital Partners, Wellington Management, TCGX, Blackstone Multi-Asset Investing, BB
Biotech, Farallon Capital, RTW Investments, LP, Vivo Capital, Perceptive Advisors and other leading investment management firms. The
Private Placement will result in gross proceeds to the combined company of approximately US$290 million and is expected to fully
fund its operations through 2028, beyond the generation of anticipated key clinical datasets from Mentari's parallel lead
programs. These programs include MT-001, an anti-PACAP (pituitary adenylate cyclase-activating polypeptide) monoclonal antibody with
Phase 2a proof-of-concept data expected in 2028, and MT-002, a potentially first-in-class anti-CGRP (calcitonin gene-related
peptide) and anti-PACAP bispecific antibody with Phase 1 healthy volunteer data expected in 2027. Together, MT-001 and MT-002 target
validated, complementary, and orthogonal pathways in migraine pathophysiology and have potential to address the significant unmet
need in individuals suffering from chronic and episodic migraine. Approximately 40-50% of patients treated with current approved
therapies do not achieve a 50% reduction in monthly migraine days (MMDs), and fewer than one-third of patients have a 75% reduction
"This merger with Mentari represents an excellent opportunity
for InMed shareholders to participate in the development of an exciting new drug pipeline with significant therapeutic and commercial
potential," said Eric A. Adams, President and CEO of InMed. "InMed's Board of Directors and management team
are in full support of this transaction and believe that Mentari's strong balance sheet positions the company to successfully
execute on the development plans for its parallel lead programs in the treatment of migraines. We believe Mentari's lead programs have
tremendous potential to expand and reshape the migraine treatment and prevention market."
"This transaction provides us with the
capital and public market infrastructure to aggressively compete in what we believe will be the next era of migraine prevention,"
said Julie Bruno, Chair of Mentari's board. "Recent anti-PACAP clinical studies have validated this novel mechanism and
generated tremendous excitement among headache specialists. MT-001 and MT-002 were designed to be potentially best-in-class, with superior
convenience through subcutaneous delivery and the potential for enhanced efficacy through rational dual pathway inhibition. We have a
clear regulatory path, rapid development timelines benchmarked to approved migraine therapies, and are focused on bringing these potentially
transformative therapies to the millions of people who continue to suffer despite current treatment options."
Mentari's pipeline programs were discovered
by Paragon Therapeutics, Inc. and the co-lead programs, MT-001 and MT-002, have demonstrated equal or superior in vitro potency
compared to benchmark antibodies, with pharmacokinetic profiles in non-human primates projected to enable convenient subcutaneous dosing
Conference Call Details
InMed will host a conference call on Tuesday, May 19th,
at 8:30 am ET to discuss the merger details. To join the call, please dial (888) 880-3330 (U.S Toll Free) or (800) 715-9871 (Canada Toll
Free). A replay of the call will be temporarily archived on the Investors section of InMed's website following the presentation.
About the Proposed Transaction
Under the terms of the merger agreement, as of
the closing of the proposed merger, the pre-merger InMed shareholders are expected to own approximately 1.51% of the combined company,
which is expected to have a pro forma equity value of approximately US$421.4 million (inclusive of the Private Placement). The percentage
of the combined company that InMed's shareholders will own as of the closing of the proposed merger is subject to adjustment based
on the estimated amount of InMed's net cash immediately prior to the closing date.
In addition, InMed shareholders as of immediately
prior to Closing (the "Holders") will be entitled to receive additional financial consideration through (i) a potential distribution
or dividend (if any) (1) payable upon a pre-closing sale, license, divestiture or other monetization transaction (i.e., a royalty transaction)
of InMed research and development programs (a "Parent Legacy Transaction"), and (2) to the extent closing net cash exceeds
certain thresholds described in the Agreement; and (ii) a contingent value right entitling the Holders to proceeds (if any) from a Parent
Legacy Transaction received post-closing, in each case the terms of which will be described in the Agreement and/or Form 8-K to be filed
in connection with the proposed transaction.
The transaction has received approval by the Board
of Directors of both companies and is expected to close in the second half of 2026, subject to certain closing conditions, including,
among others, approval by the stockholders of each company, the effectiveness of a registration statement to be filed with the U.S. Securities
and Exchange Commission (the "SEC") to register the securities to be issued in connection with the proposed merger and the
satisfaction of other customary closing conditions.
The combined company plans to operate under the
name Mentari Therapeutics, Inc. Mentari's existing Board of Directors will become directors of the combined company, chaired by
Julie Bruno, Growth Partner at Fairmount, and including Michelle Pernice, Operating Partner at Fairmount, and Laura Sandler, Chief Operating
Officer at Oruka Therapeutics.
Lucid Capital Markets, LLC is serving as financial
advisor and Norton Rose Fulbright LLP and Norton Rose Fulbright Canada LLP are serving as legal counsel to InMed. Wedbush Securities Inc.
is serving as exclusive strategic financial advisor and Gibson, Dunn & Crutcher LLP is serving as legal counsel to Mentari. Jefferies,
TD Cowen, Stifel, Guggenheim Securities, and Wedbush & Co., LLC are serving as the placement agents to Mentari. Cooley LLP is serving
as legal counsel to the placement agents.
About InMed Pharmaceuticals
InMed is a pharmaceutical company focused on developing
a pipeline of proprietary small molecule drug candidates targeting the CB1/CB2 receptors. InMed's pipeline consists of three separate
programs in the treatment of Alzheimer's, ocular and dermatological indications. For more information, visit www.inmedpharma.com.
About Mentari Therapeutics
Mentari Therapeutics is a biotechnology company developing
therapies for the prevention of migraine to deliver freedom from this debilitating and undertreated neurological condition that
affects more than 1 billion people globally. Mentari's lead programs target PACAP, a newly validated target that is
mechanistically independent from CGRP, one of the first migraine targets to yield clinical and commercial success. Mentari's
pipeline includes MT-001, an anti-PACAP monoclonal antibody designed for convenient subcutaneous dosing, and MT-002, an anti-CGRP
and anti-PACAP bispecific antibody designed to inhibit these complementary pathways with potential to deliver superior outcomes for
people with incomplete response to CGRP-targeted therapies. The company's programs were discovered by Paragon Therapeutics.
Mentari is based in Waltham, MA. For more information, visit mentaritx.com.
Forward-Looking Statements
Certain statements in this press release,
other than purely historical information, may constitute "forward-looking statements" within the meaning of the federal
securities laws, including for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform
Act of 1995. These forward-looking statements include, but are not limited to, express or implied statements relating to
InMed's and Mentari's expectations, hopes, beliefs, intentions or strategies regarding the proposed merger, the Private
Placement, and the combined company's future, pipeline and business including, without limitation, statements regarding the
expected timing and completion of the proposed merger and the Private Placement, the anticipated ownership structure of the combined
company, the expected benefits, opportunities and market potential of the proposed transaction, the combined company's ability to
achieve the expected benefits or opportunities with respect to its product candidates, including whether MT-001 and MT-002 will