Current Report Filing (8-k)
December 13 2022 - 3:48PM
Edgar (US Regulatory)
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2022-12-13
2022-12-13
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 13, 2022
INMED PHARMACEUTICALS INC.
(Exact Name of Registrant as Specified in its
Charter)
| British Columbia |
|
001-39685 |
|
98-1428279 |
|
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| InMed Pharmaceuticals Inc. |
|
|
| Suite 310 - 815 W. Hastings Street, |
|
|
| Vancouver, B.C. |
|
|
| Canada |
|
V6C 1B4 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (604) 669-7207
Not applicable
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Shares, no par value |
|
INM |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry
into a Material Definitive Agreement
On December 12, 2022 InMed Pharmaceuticals Inc. (“InMed”
or the “Company”) entered into an agreement (the “BRIO Agreement”) with Brio Financial Group (“BRIO”)
to provide senior financial leadership and bookkeeping services. Pursuant to the Brio Agreement, BRIO will provide Jonathan Tegge to serve
as the Interim Chief Financial Officer (the “CFO”) and also provide certain other specified financial and accounting services
typically provided by a chief financial officer, which are describe more fully in the BRIO Agreement, (“CFO Services”). The
term of the BRIO Agreement will run through December 31, 2023, unless terminated by either party upon 10 days prior written notice to
the other party, pursuant to the terms of the Brio Agreement.
The Company will pay a monthly fee of $9,750 for the CFO Services during
the term of the BRIO Agreement. There are no material relationships between the Company or its affiliates and BRIO, other than in respect
of the BRIO Agreement. The foregoing description of the terms and conditions of the BRIO Agreement does not purport to be complete and
is qualified in its entirety by reference to the complete text of the BRIO Agreement, a copy of which is filed as Exhibit 10.1 hereto
and is incorporated into this Item 1.01 by reference.
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As described above, the Company appointed Mr. Tegge as Interim Chief
Financial Officer of the Company effective December 12, 2022. The Company continues to explore various options for a full time replacement
for a permanent Chief Financial Officer.
Since November of 2015, Mr. Tegge has served as an Accounting Consultant
for Brio providing Chief Financial Officer / Interim CFO and Controller / Financial Reporting Accountant services to various of Brio’s
clients.
As described above, the Company engages Mr. Tegge through Brio whereby
the Company pays Brio for the services of Mr. Tegge. In addition, the Company has entered into a Consulting Agreement with Mr. Tegge pursuant
to which the Company agreed to issue Brio options to acquire 1,400 fully vested Common Shares of the Company and to issue Mr. Tegge options
to acquire 1,400 Common Shares of the Company which will vest 1/12 per month over the next twelve months of service by Mr. Tegge. The
foregoing description of the terms and conditions of the Consulting Agreement does not purport to be complete and is qualified in its
entirety by reference to the complete text of the Consulting Agreement, a copy of which is filed as Exhibit 10.2 hereto and is incorporated
into this Item 5.02 by reference.
Item 8.01 Other Information
On December 12, 2012, the Company issued a press
release announcing Mr. Tegge’s appointment as Interim Chief Financial Officer. A copy of the press release is filed as Exhibit 99.1
hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
INMED PHARMACEUTICALS INC. |
| |
|
|
| Date: December 13, 2022 |
By: |
/s/ Eric A. Adams |
| |
|
Eric A. Adams |
| |
|
President and Chief Executive Officer |
2
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