InMed Pharmaceuticals Inc美股招股说明书(2026-04-03版)

InMed Pharmaceuticals Inc. Up to $1,213,648Common Shares We have entered into an At The Market Offering Agreement, or the sales agreement, with H.C. Wainwright & Co., LLC, orWainwright, dated April 7, 2022, as amended by that certain amendment dated June 27, 2024, relating to the sale of our commonshares, no par value per share, or our common shares, offered by this prospectus supplement and the accompanying prospectus. Inaccordance with the terms of the sales agreement, under this prospectus supplement and the accompanying prospectus, we may offerand sell our common shares having an aggregate offering price of up to $1,213,648 from time to time through or to Wainwright, actingas sales agent or principal. Our common shares are listed on The Nasdaq Capital Market under the symbol “INM”. We are an “emerging growthcompany” as defined by the Jumpstart Our Business Startups Act of 2012 and, as such, we have elected to comply with certain reducedpublic company reporting requirements for this prospectus supplement and future filings. On April 1, 2026, the closing price of ourcommon shares was $0.67 per share (rounded to the nearest hundredths place). Sales of our common shares, if any, under this prospectus supplement will be made by any method permitted that is deemedan “at the market” offering as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the SecuritiesAct, including sales made directly on or through The Nasdaq Capital Market or any other existing trading market in the United Statesfor our common shares, sales made to or through a market maker other than on an exchange or otherwise, directly to Wainwright asprincipal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market pricesand/or in any other method permitted by law. Under the sales agreement, Wainwright is not required to sell any specific number ordollar amount of securities, but Wainwright will act as our sales agent using commercially reasonable efforts consistent with its normaltrading and sales practices. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The commonshares offered hereby will only be sold on the facilities of an exchange or market outside Canada to purchasers who we have no reasonto believe are resident in Canada and, in any negotiated transactions hereunder, to purchasers who are not resident in Canada. Therewill be no solicitations or advertising activities undertaken in Canada in connection with this offering. The common shares offeredhereby have not been qualified for distribution by prospectus under the securities laws of any province or territory of Canada. In accordance with the terms of the sales agreement, Wainwright will be entitled to compensation at a commission rate equalto 3.0% of the gross sales price per share sold under the sales agreement. In connection with the sale of the common shares on ourbehalf, Wainwright will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation ofWainwright will be deemed to constitute underwriting commissions or discounts. We have also agreed to provide indemnification andcontribution to Wainwright with respect to certain liabilities, including with respect to liabilities under the Securities Act or theSecurities Exchange Act of 1934, as amended, or the Exchange Act. See “Plan of Distribution” beginning on page S-18 for additionalinformation regarding the compensation to be paid to Wainwright. As of April 1, 2026, the aggregate market value of our outstanding common shares held by non-affiliates, or the public float,was $3,640,946, which was calculated based on 3,309,951 outstanding common shares held by non-affiliates on April 1, 2026 at aprice of $1.10, the closing price of our common shares on February 2, 2026 (a date within 60 days of the date hereof). Pursuant toGeneral Instruction I.B.6 of Form S-3, in no event will we sell shares pursuant to this prospectus supplement, with a value of morethan one-third of the aggregate market value of our common shares held by non-affiliates in any 12-month period, so long as theaggregate market value of our common shares held by non-affiliates is less than $75,000,000. We have not sold any securities pursuantto General Instruction I.B.6 of Form S-3 during the 12 calendar months prior to, and including, the date of this prospectus supplement. Investing in our securities involves a high degree of risk. See“Risk Factors”beginning on page S-9 of this prospectussupplement, and under similar headings in other documents that are filed after the date hereof and incorporated by referenceinto this prospectus supplement and accompanying prospectus, for a discussion of the risks that you should consider inconnection with an investment in our securities. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSIONHAS APPROVED OR DISAPPROVED