EXPLANATORY NOTE

The issuances of (i) all InMed Common Shares in exchange for each share of Mentari Common Stock and Mentari Series A Preferred Stock (including shares of Mentari Common Stock issued in the Mentari Pre-Closing Financing), (ii) all InMed Warrants in exchange for Mentari Warrants (including Mentari Pre-Funded Warrants issued in the Mentari Pre-Closing Financing), (iii) all InMed Series A Preferred Shares in exchange for shares of Mentari Series Seed Preferred Stock, (iv) all options to purchase InMed Common Shares in exchange for Mentari Options, (v) all InMed RSUs in exchange for Mentari RSUs, (vi) all InMed Common Shares issuable upon exercise of InMed Warrants issued in exchange for Mentari Warrants, (vii) all InMed Common Shares issuable upon conversion of InMed Series A Preferred Shares issued in exchange for Mentari Series Seed Preferred Stock, (viii) all InMed Common Shares issuable upon exercise of options to purchase InMed Common Shares issued in exchange for Mentari Options, and (ix) all InMed Common Shares issuable upon settlement of InMed RSUs issued in exchange for Mentari RSUs, are intended to be covered by this registration statement on Form S-4 of which this proxy statement/prospectus is a part.

There is no difference between (A) the InMed Common Shares that will be issued in exchange for each share of Mentari Common Stock and Mentari Series A Preferred Stock (including shares of Mentari Common Stock issued in the Mentari Pre-Closing Financing), (B) the InMed Common Shares that will be issuable upon the exercise of InMed Warrants issued in exchange for Mentari Warrants, (C) the InMed Common Shares that will be issuable upon conversion of InMed Series A Preferred Shares issued in exchange for each share of Mentari Series Seed Preferred Stock, (D) the InMed Common Shares that will be issuable upon the exercise of options to purchase InMed Common Shares issued in exchange for Mentari Options, and (E) the InMed Common Shares that will be issuable upon the settlement of InMed RSUs that will be issued in exchange for Mentari RSUs. Capitalized terms used in this section but not defined are as defined elsewhere in this registration statement on Form S-4.

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus and management information circular (hereinafter referred to as the “proxy statement/prospectus”) incorporates important business and financial information about InMed Pharmaceuticals Inc. that is not included in or delivered with this document. You may obtain this information without charge through the Securities and Exchange Commission (“SEC”) website (www.sec.gov) or upon your written or oral request by contacting Suite 1445—885 W. Georgia Street, Vancouver, B.C. Canada V6C 3E8, Attention: Secretary, or by calling (604) 669-7207. InMed is also a reporting issuer in the Canadian provinces of British Columbia, Alberta and Ontario and files reports, management information circulars and other information with the Canadian securities regulators in such provinces, which documents are available under InMed’s profile on SEDAR+ at www.sedarplus.ca. InMed also maintains a website at www.inmedpharma.com, at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. However, the information contained in or accessible through InMed’s website is not part of the accompanying proxy statement/prospectus or the registration statement of which the accompanying proxy statement/prospectus forms a part.

To ensure timely delivery of these documents, any request should be made no later than    , 2026 to receive them before the InMed Shareholders Meeting.

For additional details about where you can find information about InMed, please see the section titled “Where You Can Find More Information” beginning on page 439 of the accompanying proxy statement/prospectus.

organized under the laws of the State of Nevada (the “Nevada Corporation”), pursuant to which each outstanding common share, no par value, of the Canadian Corporation (the “InMed Common Shares”) will be automatically converted into one outstanding share of common stock, par value $0.0001 per share, of the Nevada Corporation (the “Nevada InMed Common Stock”), each outstanding preferred share of the Canadian Corporation will be automatically converted into one outstanding share of the corresponding series of the preferred stock of the Nevada Corporation, and each outstanding option or right to acquire shares of common stock of the Canadian Corporation will continue in existence in the form of and will automatically become an option or right to acquire an equal number of shares of common stock of the Nevada Corporation under the same terms and conditions. See “Proposal No. 3 — The Redomestication Proposal”. The term “InMed” when used in the accompanying proxy statement/prospectus shall mean the Canadian Corporation before the Redomestication and the Nevada Corporation following the Redomestication. The term “InMed Common Shares” when used in the accompanying proxy statement/prospectus shall mean the InMed Common Shares prior to the Redomestication and the Nevada InMed Common Stock following the Redomestication.

At the closing of the First Merger (the “First Effective Time”, and the date on which the closing of the Merger occurs, the “Closing Date”), upon the terms and subject to the conditions set forth in the Merger Agreement: (i) each then-outstanding share of Mentari common stock, $0.0001 par value per share (the “Mentari Common Stock”), and Mentari Series A Preferred Stock, $0.0001 par value per share (“Mentari Series A Preferred Stock”) (including shares of Mentari Common Stock issued in the Mentari Pre-Closing Financing described below), excluding any shares to be cancelled pursuant to the Merger Agreement and excluding dissenting shares, will be automatically converted solely into the right to receive a number of InMed Common Shares equal to the exchange ratio as described in more detail in the section titled “The Merger Agreement — Exchange Ratio” beginning on page 194 of the accompanying proxy statement/prospectus (the “Exchange Ratio”); provided, that in the event the aggregate number of InMed Common Shares issuable to a holder of Mentari capital stock (when aggregated with all of the InMed Common Shares outstanding then beneficially owned by such person and its affiliates (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 promulgated thereunder) immediately after giving effect to the issuance of the merger consideration) would result in the issuance of InMed Common Shares to a holder in excess of a specified percentage (initially set at a percentage up to 9.99%) of the total outstanding InMed Common Shares (such specified percentage, a “Beneficial Ownership Limitation”), then InMed will issue to any such holder (x) InMed Common Shares up to such holder’s Beneficial Ownership Limitation and (y) in lieu of any shares in excess of such holder’s Beneficial Ownership Limitation, pre-funded warrants (“InMed Pre-Funded Warrants”) to purchase a number of InMed Common Shares upon exercise of such InMed Pre-Funded Warrants equal to such excess shares; (ii) each then-outstanding share of Mentari Series Seed Preferred Stock, $0.0001 par value per share (“Mentari Series Seed Preferred Stock” and, together with the Mentari Series A Preferred Stock, the “Mentari Preferred Stock”), excluding any shares of Mentari Series Seed Preferred Stock to be cancelled pursuant to the Merger Agreement and any dissenting shares, will be converted into the right to receive a number of InMed Series A non-voting convertible preferred stock, par value $0.0001 per share (“InMed Series A Preferred Shares”), equal to the Exchange Ratio divided by 1,000; (iii) each then-outstanding option (a “Mentari Option”) to purchase shares of Mentari Common Stock will be converted into and become an option to purchase InMed Common Shares on the existing terms and conditions (including with respect to vesting and accelerated vesting), subject to adjustment as set forth in the Merger Agreement and described in more detail in the section titled “The Merger Agreement — Treatment of Mentari Options” beginning on page 197 of the accompanying proxy statement/prospectus; (iv) each then-outstanding restricted stock unit (a “Mentari RSU”) for shares of Mentari Common Stock will be converted into and become a restricted stock unit (an “InMed RSU”) for InMed Common Shares on the existing terms and conditions (including with respect to vesting and accelerated vesting), subject to adjustment as set forth in the Merger Agreement and described in more detail in the section titled “The Merger Agreement — Mentari Restricted Stock Units” beginning on page 198 of the accompanying proxy statement/prospectus; and (v) each then-outstanding warrant to purchase shares of Mentari Common Stock (each, a “Mentari Warrant”) will be converted into a warrant to purchase InMed Common Shares on the existing terms and conditions (each, an “InMed Warrant”), subject to adjustment as set forth in the Merger Agreement and described in more detail in the section titled “The Merger Agreement — Treatment of Mentari Warrants” beginning on page 198 of the accompanying proxy statement/prospectus.

Each InMed Common Share that is issued and outstanding at the First Effective Time will remain issued and outstanding and such shares, subject to the Reverse Stock Split, will be unaffected by the Merger. Prior to the First Effective Time, the InMed Board will accelerate the vesting of all options to purchase InMed Common Shares (“InMed Options”). Each outstanding InMed Option with an exercise price per share equal to or less than the volume weighted average closing trading price of an InMed Common Share on The Nasdaq Stock Market LLC (“Nasdaq”) for the five consecutive trading days ending three trading days prior to the Calculation Date (as defined in the Merger Agreement), as reported by Bloomberg L.P. (the “InMed Closing Price” and such InMed Options, “In-the-Money InMed Options”), will be surrendered by the holder thereof to Parent for cancellation at the First Effective Time and the holder thereof shall be entitled to receive a number of InMed Common Shares equal to the number of InMed Common Shares underlying such InMed Option. Each InMed Option with an exercise price greater than the InMed Closing Price (an “Out-of-the-Money InMed Option”) will be cancelled for no consideration.

Based on InMed’s capitalization as of March 31, 2026 and Mentari’s capitalization as of May 11, 2026 and assuming InMed’s net cash as of closing being equal to $(3.6) million, each share of Mentari Common Stock and Mentari Series A Preferred Stock is currently estimated to be entitled to receive approximately 2.0606 InMed Common Shares. Each share of Mentari Series Seed Preferred Stock will be converted into the right to receive a number of InMed Series A Preferred Shares, equal to the Exchange Ratio divided by 1,000. The estimated Exchange Ratio does not give effect to the Reverse Stock Split and is subject to adjustment based on InMed’s estimated net cash at the closing of the First Merger as described in more detail in the section titled “The Merger Agreement — Exchange Ratio” beginning on page 194 of the accompanying proxy statement/prospectus.

In connection with the Merger, on May 19, 2026, Mentari entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional and accredited investors for the purchase of shares of Mentari Common Stock and Pre-Funded Warrants to purchase shares of Mentari Common Stock (the “Mentari Pre-Funded Warrants”) for an aggregate purchase price of approximately $290.0 million (which includes $50.0 million of proceeds previously received by Mentari from the issuance of its convertible notes (the “Convertible Notes”) and accrued interest on such notes), immediately prior to the closing of the Merger (referred to herein as the “Mentari Pre-Closing Financing”). The shares of Mentari Common Stock and Mentari Pre-Funded Warrants that are issued in the Mentari Pre-Closing Financing will be converted into the right to receive a number of InMed Common Shares and InMed Pre-Funded Warrants, respectively, equal to the Exchange Ratio described in more detail in the section titled “The Merger Agreement — Exchange Ratio” beginning on page 194 of the accompanying proxy statement/prospectus. Mentari and the investors participating in the Mentari Pre-Closing Financing have also agreed to enter into a registration rights agreement (the “Registration Rights Agreement”) at the closing of the Mentari Pre-Closing Financing, pursuant to which, among other things, the Combined Company will agree to provide for the registration and resale of certain shares of Mentari Common Stock that are held by the investors participating in the Mentari Pre-Closing Financing from time to time pursuant to Rule 415 under the Securities Act (“Rule 415”). The Mentari Pre-Closing Financing is more fully described in the sections titled “Agreements Related to the Merger — Securities Purchase Agreement” and “Agreements Related to the Merger — Registration Rights Agreement” beginning on pages 213 and 215, respectively, of the accompanying proxy statement/prospectus.

Immediately after the Merger, based on the estimated Exchange Ratio as described in the accompanying proxy statement/prospectus, InMed securityholders as of immediately prior to the Merger are expected to own approximately 1.51% of the outstanding shares of capital stock of the Combined Company (on a fully-diluted basis), and former holders of Mentari securities (including those issued in the Mentari Pre-Closing Financing) are expected to own approximately 98.49% of the outstanding shares of capital stock of the Combined Company (on a fully-diluted basis), subject to certain assumptions, including, but not limited to, InMed’s net cash as of closing being equal to $(3.6) million. Under certain circumstances described in more detail in the section titled “The Merger Agreement — Exchange Ratio” beginning on page 194 of the accompanying proxy statement/prospectus, the ownership percentages may be adjusted up or down including, but not limited to, if InMed’s net cash as of closing is less than or greater than ($3.4) million. InMed currently estimates that its net cash as of closing will be approximately $(3.6) million, and the currently estimated ownership percentages reflect this projection.

InMed Common Shares are currently listed on Nasdaq under the symbol “INM”. InMed plans to file an initial listing application for the Combined Company with Nasdaq. After completion of the Merger, InMed will be renamed “Mentari Therapeutics, Inc.” and it is expected that the common stock of the Combined Company will trade on Nasdaq under the symbol “MTRI.” It is a condition to the consummation of the Merger that InMed will receive confirmation from Nasdaq that the Combined Company has been approved for listing on Nasdaq, but there can be no assurance such listing condition will be met or that InMed will obtain such confirmation from Nasdaq. If such listing condition is not met or if such confirmation is not obtained, the Merger will not be consummated unless the condition is waived. The Nasdaq condition set forth in the Merger Agreement is not expected to be waived by the applicable parties. However, in the event that the InMed Common Shares to be issued in the Merger are not approved for listing on Nasdaq, it is possible that InMed and Mentari may mutually agree to waive the applicable condition and nonetheless proceed with completion of the Merger. If such condition is waived, InMed will not recirculate an updated proxy statement/prospectus, nor will it solicit a new vote of shareholders prior to proceeding with the Merger. Accordingly, you are advised that InMed shareholders will not have certainty regarding the listing of the Combined Company’s shares at the time you are asked to vote at the special meeting described below. On    , 2026, the last trading day before the date of the accompanying proxy statement/prospectus, the closing sale price of InMed Common Shares was $     per share.

InMed shareholders are cordially invited to attend the special meeting of InMed (the “InMed Shareholders Meeting”) to be held on    , 2026, at    a.m. Eastern Time, unless postponed or adjourned to a later date, in order to obtain the shareholder approvals necessary to complete the Merger and related matters. At the InMed Shareholders Meeting, InMed will ask its shareholders to:

As described in the accompanying proxy statement/prospectus, current directors and officers of InMed who in the aggregate owned less than 1% of the outstanding InMed shares on an as-converted to InMed Common Shares basis as of March 31, 2026, and certain Mentari stockholders (solely in their respective capacities as Mentari stockholders) who in the aggregate owned approximately 49.8% of the outstanding shares of Mentari capital stock as of March 31, 2026, are parties to stockholder support agreements with InMed and Mentari, respectively, whereby such stockholders have agreed to vote in favor of the adoption of the Merger Agreement and the approval of the Merger and related transactions contemplated by the Merger Agreement, subject to the terms of the support agreements. Following the effectiveness of the registration statement on Form S-4 of which the accompanying proxy statement/prospectus is a part and pursuant to the Merger Agreement, Mentari stockholders holding a sufficient number of shares of Mentari capital stock to adopt the Merger Agreement and approve the Merger and related transactions will be asked to execute written consents providing for such adoption and approval.

After careful consideration, each of the InMed and the Mentari boards of directors has approved the Merger Agreement and has determined that it is advisable to consummate the Merger. The InMed Board has approved the proposals described in the accompanying proxy statement/prospectus and recommends that its shareholders vote “FOR” the proposals described in the accompanying proxy statement/prospectus.

More information about InMed, Mentari, the Merger Agreement and transactions contemplated thereby and the foregoing proposals are contained in the accompanying proxy statement/prospectus. InMed urges you to read the accompanying proxy statement/prospectus carefully and in its entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 33 OF THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS.

InMed and Mentari are excited about the opportunities the Merger brings to InMed’s shareholders and Mentari’s stockholders and thank you for your consideration and continued support.

Neither the Securities and Exchange Commission nor any state securities commission nor any Canadian securities regulator or regulatory authority has approved or disapproved of these securities or passed upon the adequacy or accuracy of the accompanying proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated and management information circular    , 2026, and is first being mailed to InMed’s shareholders on or about    , 2026.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE MERGER

Except where specifically noted, the following information and all other information contained in this proxy statement/prospectus does not give effect to the Reverse Stock Split.

The following section provides answers to frequently asked questions about the Merger. This section, however, provides only summary information. For a more complete response to these questions and for additional information, please refer to the cross-referenced sections.

Q: What is the Merger?

A: On May 19, 2026, InMed, Mentari, First Merger Sub and Second Merger Sub entered into the Merger Agreement. A copy of the Merger Agreement, including the amendment thereto, is attached as Annex A to this proxy statement/prospectus. The Merger Agreement contains the terms and conditions of the proposed Merger. Pursuant to the Merger Agreement, First Merger Sub will merge with and into Mentari, with Mentari continuing as a wholly owned subsidiary of InMed and the surviving corporation of the First Merger. Mentari will then merge with and into Second Merger Sub, with Second Merger Sub being the surviving entity of the Second Merger. This entire transaction is referred to in this proxy statement/prospectus as the Merger. In connection with the Merger, InMed will change its corporate name to “Mentari Therapeutics, Inc.”

Q: Why are the two companies proposing to merge?

A: InMed and Mentari believe that combining the two companies will result in a company with a promising pipeline, a strong leadership team and substantial capital resources, focused on developing novel therapies to reduce the burden of neurodegenerative diseases. For a more complete description of the reasons for the Merger, please see the sections titled “The Merger — InMed’s Reasons for the Merger” and “The Merger — Mentari’s Reasons for the Merger” beginning on pages 150 and 154, respectively, of this proxy statement/prospectus.

Q: What will happen to InMed if, for any reason, the Merger does not close?

A: InMed has invested significant time and incurred, and expects to continue to incur, significant expenses related to the proposed Merger. In the event the Merger does not close, InMed will have a limited ability to continue its current operations without obtaining additional financing. Although the InMed Board may elect, among other things, to attempt to complete another strategic transaction if the Merger does not close, the InMed Board may instead divest all or a portion of InMed’s business or take steps necessary to liquidate or dissolve InMed’s business and assets if a viable alternative strategic transaction is not available. If InMed decides to dissolve and liquidate its assets, InMed would be required to pay all of its contractual obligations, and to set aside certain reserves for potential future claims, and there can be no assurance as to the amount of and the timing of such liquidation and distribution of available cash left to distribute to shareholders after paying the obligations of InMed and setting aside funds for reserves.

Q: Why am I receiving this proxy statement/prospectus?

A: You are receiving this proxy statement/prospectus because you have been identified as a shareholder of InMed as of the applicable record date, and you are entitled to vote to approve the matters set forth herein. This document serves as:

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Q: What is the Mentari Pre-Closing Financing?

A: In connection with the Merger, Mentari entered into the Securities Purchase Agreement with certain investors named therein, including, among others, Fairmount, 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, pursuant to which such investors agreed to purchase shares of Mentari Common Stock and Mentari Pre-Funded Warrants for an aggregate purchase price of approximately $290.0 million (which includes $50.0 million of proceeds previously received by Mentari from the issuance of its Convertible Notes and accrued interest on such notes). Shares of Mentari Common Stock and Mentari Pre-Funded Warrants issued pursuant to this financing transaction will be converted into InMed Common Shares and InMed Pre-Funded Warrants, in accordance with the Exchange Ratio and the Merger Agreement.

Immediately after the First Merger, the shares of Mentari Common Stock and Mentari Pre-Funded Warrants issued in the Mentari Pre-Closing Financing are expected to represent approximately 68.82% of the outstanding shares of common stock of the Combined Company (on a fully-diluted basis). Mentari and the investors participating in the Mentari Pre-Closing Financing have also agreed to enter into a Registration Rights Agreement at the closing of the Mentari Pre-Closing Financing, pursuant to which, among other things, the Combined Company will agree to provide for the registration and resale of certain InMed Common Shares that are held by the investors participating in the Mentari Pre-Closing Financing from time to time pursuant to Rule 415. The closing of the Mentari Pre-Closing Financing is conditioned upon the satisfaction or waiver of the conditions to the closing of the Merger as well as certain other conditions.

For a more complete description of the Mentari Pre-Closing Financing, please see the sections titled “Agreements Related to the Merger — Securities Purchase Agreement” and “Agreements Related to the Merger — Registration Rights Agreement” beginning on pages 213 and 215, respectively, of this proxy statement/prospectus.

Q: What proposals will be voted on at the InMed Shareholders Meeting in connection with the Merger?

A: Pursuant to the terms of the Merger Agreement, the following proposals must be approved by the requisite shareholder vote at the InMed Shareholders Meeting in order for the Merger to close:

Proposal No. 1 - The Nasdaq Share Issuance Proposal to approve (i) the issuance of InMed Common Shares, including the InMed Common Shares issuable upon conversion of InMed Series A Preferred Shares, which will represent more than 20% of the InMed Common Shares outstanding immediately prior to the First Merger, to stockholders of Mentari, pursuant to the Merger Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus, and (ii) the change of control of InMed resulting from the Merger, pursuant to Nasdaq Listing Rules 5635(a) and 5635(b), respectively.

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Proposal No. 2 - The Return of Capital Proposal to approve one or more reductions in the capital of InMed in respect of the InMed Common Shares (and, in the case of an InMed Legacy Transaction Distribution, the InMed Preferred Shares, if applicable) in connection with the distributions to the InMed shareholders contemplated by the Merger Agreement.

Proposal No. 3 - The Redomestication Proposal to approve the redomestication of InMed from British Columbia, Canada to the State of Nevada by continuation under the laws of the Province of British Columbia and by domestication under the laws of the State of Nevada.

Approval of Proposals No. 1, No. 2, and No. 3 is a condition to the completion of the Merger. Therefore, the Merger cannot be consummated without the approval of Proposals No. 1, No. 2, and No. 3 , unless, to the extent permitted by applicable law, each of InMed, the Merger Subs, and Mentari waives such condition. The issuance of InMed Common Shares, including InMed Common Shares issuable upon conversion of InMed Series A Preferred Shares, and InMed Series A Preferred Shares in connection with the Merger and the change of control of InMed resulting from the Merger will not take place unless Proposals No. 1, No. 2, and No. 3 are approved by InMed shareholders and the Merger is consummated.

In addition to the requirement of obtaining InMed shareholder approval of Proposals No. 1, No. 2, and No. 3, the closing of the Merger is subject to the satisfaction or waiver of each of the other closing conditions set forth in the Merger Agreement. For a more complete description of the closing conditions under the Merger Agreement, please see the section titled “The Merger Agreement — Conditions to the Completion of the Merger” beginning on page 208 of this proxy statement/prospectus.

The presence, by attending or being represented by proxy, at the InMed Shareholders Meeting of two persons who hold not less than 33¹⁄₃% of the issued and outstanding InMed Common Shares entitled to vote at the InMed Shareholders Meeting is necessary to constitute a quorum at the meeting for the Proposals.

Q: What proposals are to be voted on at the InMed Shareholders Meeting, other than the Nasdaq Share Issuance Proposal?

A: At the InMed Shareholders Meeting, the holders of InMed Common Shares will also be asked to consider the following proposals:

Proposal No. 4 – The Stock Plan Proposal to approve the Mentari Therapeutics, Inc. 2026 Stock Incentive Plan;

Proposal No. 5 –The ESPP Proposal to approve the Mentari Therapeutics, Inc. 2026 Employee Stock Purchase Plan;

Proposal No. 6 – The Merger Compensation Proposal to approve, on an advisory basis, certain compensation arrangements for InMed’s named executive officers that are based on or otherwise relate to the Merger;

Proposal No. 7 –The Adjournment Proposal to approve an adjournment of the InMed Shareholders Meeting, if necessary, to solicit additional proxies if there is not a sufficient number of votes in favor of the Nasdaq Share Issuance Proposal.

The approvals of Proposal Nos. 4, 5, 6, and 7 are not a condition to the Merger. However, the implementation of Proposal Nos. 4, 5, and 6 is conditioned on the consummation of the Merger. InMed does not expect that any matter other than the Proposals will be brought before the InMed Shareholders Meeting.

Q: What shareholder votes are required to approve the Proposals at the InMed Shareholders Meeting?

A: The affirmative vote of two-thirds of the votes properly cast by the holders of InMed Common Shares in person or represented by proxy at the InMed Shareholders Meeting, assuming a quorum is present, is required for

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approval of Proposal No. 1, Proposal No. 2 and Proposal No. 3. The affirmative vote of a simple majority of the votes properly cast by the holders of InMed Common Shares in person or represented by proxy at the InMed Shareholders Meeting, assuming a quorum is present, is required for the approval of Proposal No. 4, Proposal No. 5, Proposal No. 6, and Proposal No. 7.

Approval of Proposals No. 1, No. 2, and No. 3 is a condition to the completion of the Merger. Therefore, the Merger cannot be consummated without the approval of Proposals No. 1, No. 2, and No. 3, unless, to the extent permitted by applicable law, each of InMed, the Merger Subs, and Mentari waives such condition. The issuance of InMed Common Shares, including InMed Common Shares issuable upon conversion of InMed Series A Preferred Shares, and InMed Series A Preferred Shares in connection with the Merger and the change of control of InMed resulting from the Merger will not take place unless Proposals No. 1, No. 2, and No. 3 are approved by InMed shareholders and the Merger is consummated.

Additionally, Proposal Nos. 4, 5, and 6 are each conditioned on the consummation of the Merger. Therefore, if Proposals No. 1, No. 2, and No. 3 are not approved or the Merger is not consummated, Proposal Nos. 4, 5, and 6 will each have no effect, even if approved by InMed shareholders.

Q: What are InMed contingent value rights?

A: Immediately prior to the First Effective Time, InMed and the designated rights agent (“Rights Agent”) are expected to enter into a Contingent Value Rights Agreement (the “InMed CVR Agreement”), pursuant to which holders of InMed Common Shares as of immediately prior to the First Effective Time will receive one contingent value right (each, an “InMed CVR”) for each outstanding InMed Common Share.

Each InMed CVR will represent the contractual right to receive certain net proceeds, if any, derived from any consideration that is paid to InMed as a result of the disposition of InMed’s pre-Merger legacy business (the “InMed Legacy Business”), net of certain permitted deductions (including applicable taxes, transaction and enforcement expenses, indemnity obligations, royalties and other liabilities) during the period beginning at the First Effective Time and ending upon the second (2nd) anniversary of the date of the InMed CVR Agreement; provided that the CVR term shall be automatically extended until the fifteenth (15th) anniversary of the Closing Date if a Parent Legacy Transaction Agreement (as defined in the InMed CVR Agreement) is entered into during the Parent Legacy Transaction Period (as defined in the InMed CVR Agreement). Holders of InMed CVRs will be entitled to receive 100% of such net proceeds where the Parent Legacy Transaction Agreement is entered into during the first year of the Parent Legacy Transaction Period, and 90% of such net proceeds where it is entered into during the second year.

During the Parent Legacy Transaction Period, the Combined Company shall expend up to $100,000 (the “CVR Expense Cap”) for costs and expenses associated with the retention of an employee or consultant of InMed for the purpose of business development efforts related to the InMed Legacy Business and related activities, including seeking and negotiating and, with the prior written consent of Combined Company (not to be unreasonably withheld, conditioned or delayed), executing agreements with respect to the InMed Legacy Business, which amount shall be included as a deduction in the determination of InMed’s Net Cash in accordance with the Merger Agreement. At the end of the Parent Legacy Transaction Period, the amount, if any, by which the CVR Expense Cap exceeds the aggregate amount of costs and expenses associated with the retention of an employee or consultant of InMed will constitute net proceeds under the InMed CVR Agreement and will be payable as CVR proceeds to the CVR holders in accordance with the terms of the InMed CVR Agreement.

The contingent payments under the InMed CVR Agreement, if they become payable, will become payable to the Rights Agent for subsequent distribution to the holders of the InMed CVRs. In the event that no such proceeds are received, holders of the InMed CVRs will not receive any payment pursuant to the InMed CVR Agreement. There can be no assurance that any holders of InMed CVRs will receive any payments with respect thereto.

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The right to the contingent payments contemplated by the InMed CVR Agreement is a contractual right only and will not be transferable, except in the limited circumstances specified in the InMed CVR Agreement. The InMed CVRs will not be evidenced by a certificate or any other instrument and will not be registered with the SEC. The InMed CVRs will not have any voting or dividend rights and will not represent any equity or ownership interest in InMed or any of its affiliates. No interest will accrue on any amounts payable in respect of the InMed CVRs.

Q: What will InMed securityholders receive in the Merger?

A: Each InMed Common Share that is issued and outstanding at the First Effective Time of the Merger will remain issued and outstanding and such shares, subject to the proposed Reverse Stock Split, will be unaffected by the Merger. Prior to the First Effective Time, the InMed Board will accelerate the vesting of all InMed Options. Each outstanding InMed Option with an exercise price less than or equal to the InMed Closing Price will be surrendered by the holder thereof to InMed for cancellation, and the holder thereof will be entitled to receive a number of InMed Common Shares equal to the number of InMed Common Shares underlying such InMed Option.

Immediately after the Merger, InMed securityholders as of immediately prior to the Merger are expected to own approximately 1.51% of the outstanding shares of the Combined Company on a fully-diluted basis, former Mentari securityholders, excluding holders of Mentari Common Stock and Mentari Pre-Funded Warrants purchased in the Mentari Pre-Closing Financing, are expected to own approximately 29.67% of the outstanding shares of the Combined Company on a fully-diluted basis, and Mentari Common Stock and Mentari Pre-Funded Warrants issued in the Mentari Pre-Closing Financing are expected to represent approximately 68.82% of the outstanding shares of capital stock of the Combined Company on a fully-diluted basis, subject to certain assumptions, including, but not limited to, InMed’s Net Cash as of Closing being $(3.6) million.

For a more complete description of the treatment of InMed securities in the Merger, please see the sections titled “The Merger Agreement — Merger Consideration,” “The Merger Agreement — Exchange Ratio,” and “Market Price and Dividend Information” beginning on pages 193, 194 and 32, respectively, of this proxy statement/prospectus.

Q: What will Mentari securityholders receive in the Merger?

A: At the First Effective Time, upon the terms and subject to the conditions set forth in the Merger Agreement, (i) each then-outstanding share of Mentari Common Stock and Mentari Series A Preferred Stock (including shares of Mentari Common Stock issued in the Mentari Pre-Closing Financing), excluding any shares to be cancelled pursuant to the Merger Agreement and any dissenting shares, will be converted into the right to receive a number of InMed Common Shares and/or InMed Pre-Funded Warrants, as applicable, equal to the Exchange Ratio (described in more detail in the section titled “The Merger Agreement — Exchange Ratio” beginning on page 194 of this proxy statement/ prospectus), (ii) each then-outstanding share of Mentari Series Seed Preferred Stock, excluding any shares of Mentari Series Seed Preferred Stock to be cancelled pursuant to the Merger Agreement and any dissenting shares, will be converted into the right to receive a number of InMed Series A Preferred Shares equal to the Exchange Ratio divided by 1,000; (iii) each then-outstanding Mentari Option will be converted into and become an option to purchase InMed Common Shares on the existing terms and conditions (including with respect to vesting and accelerated vesting), subject to adjustment as set forth in the Merger Agreement, (iv) each then-outstanding Mentari RSU will be converted into and become an InMed RSU on the existing terms and conditions (including with respect to vesting and accelerated vesting), subject to adjustment as set forth in the Merger Agreement, and (v) each then-outstanding and unexercised Mentari Warrant (including Mentari Pre-Funded Warrants issued in the Mentari Pre-Closing Financing) will be converted into an InMed Warrant, subject to adjustment as set forth in the Merger Agreement.

For a more complete description of the treatment of Mentari securities in the Merger, please see the sections titled “The Merger Agreement — Merger Consideration,” and “The Merger Agreement — Exchange Ratio”

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beginning on pages 193 and 194 of this proxy statement/prospectus. For a description of the effect of the Mentari Pre-Closing Financing on Mentari’s current securityholders, please see the section titled “Agreements Related to the Merger — Securities Purchase Agreement” beginning on page 213 of this proxy statement/prospectus.

Q: Will the common stock of the Combined Company trade on an exchange?

A: InMed Common Shares are currently listed on Nasdaq under the symbol “INM”.

InMed intends to file an initial listing application for the common stock of the Combined Company with Nasdaq. After completion of the Merger, InMed will be renamed “Mentari Therapeutics, Inc.” and it is expected that the common stock of the Combined Company will trade on Nasdaq under the symbol “MTRI.” It is a condition to the consummation of the Merger that InMed will receive confirmation from Nasdaq that the Combined Company has been approved for listing on Nasdaq, but there can be no assurance such listing condition will be met or that InMed will obtain such confirmation from Nasdaq. If such listing condition is not met or if such confirmation is not obtained, the Merger will not be consummated unless the condition is waived. The Nasdaq condition set forth in the Merger Agreement is not expected to be waived by the applicable parties; however, if such condition is waived, InMed will not recirculate an updated proxy statement/prospectus, nor will it solicit a new vote of shareholders prior to proceeding with the Merger. Accordingly, you are advised that InMed shareholders will not have certainty regarding the listing of the Combined Company’s shares at the time you are asked to vote at the InMed Shareholders Meeting. For more information, please see the section entitled “Risk Factors — Risks Related to the Proposed Merger — InMed and Mentari may mutually agree to waive the condition to the Merger requiring approval for listing on Nasdaq, and if such condition is waived, the Combined Company’s stock may not be listed on Nasdaq following completion of the Merger” on page 34 of this proxy statement/prospectus.

On     , 2026, the last trading day before the date of this proxy statement/prospectus, the closing sale price of InMed Common Shares was $     per share.

Q: Who will be the directors of the Combined Company immediately following the Merger?

A: Immediately following the Merger, the Combined Company board of directors will be composed of three members, all three of whom will have been designated by Mentari, and there will be three vacancies.

Effective as of the First Effective Time, the InMed Board will appoint the following Mentari designees to the board of directors of the Combined Company: Julianne Bruno, Michelle Pernice, and Laura Sandler, and concurrently therewith all of InMed’s current directors will resign from their positions as directors of the InMed Board effective as of the First Effective Time.     is expected to be appointed as Chair of the board of directors of the Combined Company.

If the Redomestication is effected, InMed, and following the completion of the Merger, the Combined Company, will have a staggered structure of three classes following the completion of the Merger. See the section titled “Management Following the Merger” for additional information.

Q: As an InMed shareholder, how does the InMed Board recommend that I vote?

A: The InMed Board, upon receiving the unanimous recommendation of a strategic committee of independent directors established by the InMed Board (the “Strategic Committee”) and in consultation with financial and legal advisors and management, evaluated the terms of the Merger Agreement and the transactions contemplated thereby (the “Contemplated Transactions”) and: (i) determined that the Merger and the Contemplated Transactions are fair to, advisable and in the best interests of InMed and its shareholders; (ii) adopted, approved and declared advisable the Merger Agreement and the Contemplated Transactions, including the issuance of InMed Common Shares, InMed Series A Preferred Shares and Pre-Funded Warrants to the stockholders of Mentari pursuant to the terms of the Merger Agreement; and (iii) recommended that InMed’s shareholders vote “FOR” each of the Proposals.

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Q: What risks should I consider in deciding whether to vote in favor of the Merger?

A: You should carefully review the section titled “Risk Factors” beginning on page 33 of this proxy statement/prospectus and the documents incorporated by reference herein, which set forth certain risks and uncertainties related to the Merger, risks and uncertainties to which the Combined Company’s business will be subject, and risks and uncertainties to which each of InMed and Mentari, as independent companies, are subject.

Q: When do you expect the Merger to be consummated?

A: The Merger is anticipated to close in the third quarter of 2026, but the exact timing cannot be predicted. For more information, please see the section titled “The Merger Agreement — Conditions to the Completion of the Merger” beginning on page 208 of this proxy statement/prospectus.

Q: Why is InMed seeking approval for the redomestication to the State of Nevada (i.e. the Redomestication)?

A: The InMed and Mentari boards of directors believe that there are several reasons why the Redomestication is in the best interests of InMed and InMed’s shareholders. The InMed Board believes the Redomestication may help the Combined Company attract and retain qualified management by reducing the risk of lawsuits being filed against the Combined Company and its directors and officers. InMed and Mentari believe that for the reasons described in this proxy statement/prospectus, in general, Nevada law will provide greater protection to the Combined Company and its directors and officers than British Columbia law. Additionally, the InMed Board believes that the Redomestication will give the Combined Company more flexibility and predictability in various corporation transactions. For more information, please see the section titled “Proposal No. 3 — The Redomestication Proposal” below.

Q: How will the Redomestication affect the rights of InMed’s shareholders?

A: Your rights as a shareholder currently are governed by British Columbia law and the provisions of InMed’s notice of articles and articles. As a result of the Redomestication, you will become a stockholder of InMed, and, following the completion of the Merger, the Combined Company, with rights governed by Nevada law and the provisions of the Nevada Articles (as defined below), in the form attached as Annex I to this proxy statement/prospectus, and the Nevada Bylaws, in the form attached as Annex J to this proxy statement/prospectus, which differ in certain respects from your current rights. These important differences are discussed and summarized in this proxy statement/prospectus under “Proposal No. 3 — The Redomestication Proposal — Effects of the Nevada Redomestication — Comparison of Rights of Holders of the Canadian Corporation Share Capital and the Nevada Corporation Capital Stock” beginning on page 252 of this proxy statement/prospectus.

Q: What are the U.S. and Canadian federal income tax considerations of the Redomestication to InMed’s shareholders?

A: Subject to the limitations and qualifications described in the section titled “Proposal No. 3 — The Redomestication Proposal — U.S. Federal Income Tax Considerations of the Nevada Redomestication” beginning on page 275 of this proxy statement/prospectus, InMed intends that the Redomestication qualify as a “reorganization” within the meaning of Section 368(a) of the Code. As a result, a U.S. Holder (as defined therein) of InMed stock (as defined therein) will not recognize gain or loss upon the Redomestication except as provided under Section 367 of the Code and subject to the passive foreign investment company rules. For a more detailed discussion of the U.S. federal income tax considerations of the Redomestication, see the section titled “Proposal No. 3 — The Redomestication Proposal — U.S. Federal Income Tax Considerations of the Nevada Redomestication” beginning on page 275 of this proxy statement/prospectus. For a summary of the principal Canadian federal income tax considerations of the Redomestication, see the section titled “Proposal No. 3 — The Redomestication Proposal — Canadian Federal Income Tax Considerations of the Nevada Redomestication” beginning on page 279 of this proxy statement/prospectus.

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Q: What do I need to do now?

A: InMed urges you to read this proxy statement/prospectus carefully, including the annexes and the documents incorporated by reference, and to consider how the Merger affects you.

Shareholder of Record: Shares Registered in Your Name

If you are a registered shareholder (that is, your InMed Common Shares are registered directly in your name with InMed’s transfer agent, Odyssey Trust Company (“Odyssey”)), you may vote at the InMed Shareholders Meeting or vote by proxy. Whether or not you plan to attend the InMed Shareholders Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote even if you have already voted by proxy, in which case your previously submitted proxy will be disregarded. The procedures for voting by proxy are as follows:

To be valid, your form of proxy must be received by Odyssey not later than 48 hours, excluding Saturdays, Sundays and statutory holidays, before the time of the InMed Shareholders Meeting or any adjournment or postponement thereof. The time limit for deposit of proxies may be waived or extended by the chair of the InMed Shareholders Meeting at his or her discretion, without notice.

Beneficial Shareholders: Shares Held Through a Broker, Bank or Other Intermediary

If your InMed Common Shares are held in the name of a broker, investment dealer, bank, trust company or other intermediary (an “Intermediary”), you are a beneficial (non-registered) shareholder. Only registered shareholders, or their duly appointed proxyholders, are entitled to vote at the InMed Shareholders Meeting.

Applicable regulatory policy requires Intermediaries to seek voting instructions from beneficial shareholders in advance of the InMed Shareholders Meeting. In accordance with National Instrument 54-101 — Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”), InMed has distributed copies of proxy-related materials in connection with the InMed Shareholders Meeting to Intermediaries for onward distribution to beneficial shareholders. The majority of Intermediaries delegate responsibility for obtaining instructions from their clients to Broadridge Financial Solutions, Inc. (“Broadridge”). Broadridge typically provides a voting instruction form (a “VIF”) in lieu of a form of proxy. You should complete and return the VIF in accordance with the instructions provided by your Intermediary or Broadridge, as applicable, to ensure that your vote is counted. Alternatively, you may follow the instructions provided by your Intermediary or Broadridge to vote by telephone or online. A VIF cannot be used to vote InMed Common Shares directly at the InMed Shareholders Meeting; it must be returned as directed by Broadridge or your Intermediary well in advance of the InMed Shareholders Meeting.

InMed is not relying on the notice-and-access delivery procedures set out in NI 54-101 to distribute copies of proxy-related materials in connection with the InMed Shareholders Meeting. InMed does not intend to pay for Intermediaries to deliver copies of the proxy-related materials to objecting beneficial owners (“OBOs”). OBOs will not receive proxy-related materials unless the Intermediary holding InMed Common Shares on behalf of the OBO assumes the cost of delivery.

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If you are a beneficial shareholder and wish to attend and vote at the InMed Shareholders Meeting, you must appoint yourself as proxyholder by inserting your own name in the blank space on the VIF provided to you and returning it in accordance with the instructions provided by your Intermediary or Broadridge, as applicable. Although a beneficial shareholder may not be recognized directly at the InMed Shareholders Meeting for the purpose of voting InMed Common Shares registered in the name of their Intermediary, a beneficial shareholder may attend the InMed Shareholders Meeting as proxyholder for the Intermediary and vote the InMed Common Shares in that capacity. Alternatively, you can request in writing that your Intermediary send you a legal proxy, which would enable you to attend the InMed Shareholders Meeting and vote your InMed Common Shares.

Q: What if I return a form of proxy or otherwise vote but do not make specific choices?

A: If you return a signed and dated form of proxy or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the Nasdaq Share Issuance Proposal, “For” the Return of Capital Proposal, “For” the Redomestication Proposal, “For” the Stock Plan Proposal, “For” the ESPP Proposal, “For” the Merger Compensation Proposal, and “For” the Adjournment Proposal. If any other matter is properly presented at the meeting, the individuals named in the form of proxy will vote the InMed Common Shares represented by the proxy using his or her best judgment.

Q: What happens if I do not return a form of proxy or otherwise vote or provide proxy instructions, as applicable?

A: If you are a shareholder of record and fail to return your form of proxy or otherwise vote, your shares will not be voted. If you are a beneficial owner of InMed Common Shares and fail to provide proxy instructions, your shares will not be voted on non-routine matters.

Q: If my InMed shares are held in “street name” by my broker and I do not provide my broker or bank with voting instructions, what happens?

A: If you are a beneficial owner of shares held in street name and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent will only be able to vote your shares with respect to proposals considered to be “routine.” Your broker, bank or other agent is not entitled to vote your shares with respect to “non-routine” proposals, which InMed refers to as a “broker non-vote.” Whether a proposal is considered routine or non-routine is subject to stock exchange rules and final determination by the stock exchange. Even with respect to routine matters, some brokers are choosing not to exercise discretionary voting authority. As a result, InMed urges you to direct your broker, bank or other agent how to vote your shares on all proposals to ensure that your vote is counted.

Q: What are broker non-votes and do they count for determining a quorum?

A: Generally, a “broker non-vote” occurs when shares held by a broker are not voted with respect to a particular proposal because the broker has not received voting instructions from its client(s) with respect to such shares on how to vote and does not have discretionary authority to vote on the matter.

Broker non-votes, if any, will be treated as shares present for the purpose of determining the presence of a quorum for the transaction of business at the InMed Shareholders Meeting. Broker non-votes, if any, will have no effect on Proposal Nos. 1, 2, 3, 4, 5, 6, and 7.

Q: May I revoke and/or change my vote after I have submitted a proxy or provided proxy instructions?

A: In addition to revocation in any other manner permitted by law, a registered shareholder who has given a proxy may revoke it at any time before it is exercised by:

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Simply attending the InMed Shareholders Meeting will not, by itself, revoke your proxy.

Beneficial shareholders who wish to change their voting instructions should contact their Intermediary for directions on how to do so.

Q: What are the material U.S. and Canadian federal income tax considerations of the Merger to a holder of Mentari Common Stock and Mentari Preferred Stock?

A: Subject to the limitations and qualifications described in the section titled “The Merger — U.S. Federal Income Tax Considerations of the Merger” beginning on page 181 of this proxy statement/prospectus, each of InMed and Mentari intend that the Merger qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) for U.S. federal income tax purposes. Assuming the Merger so qualifies, a U.S. Holder (as defined herein) of Mentari Common Stock or Mentari Preferred Stock (“Mentari stock”) will not recognize gain or loss upon the exchange of its Mentari stock for InMed shares. For a more detailed discussion of the U.S. federal income tax considerations of the Merger, see the section titled “The Merger — U.S. Federal Income Tax Considerations of the Merger”. For a summary of the principal Canadian federal income tax considerations of the Merger, see the section titled “The Merger — Canadian Federal Income Tax Considerations of the Merger”.

Q: What are the material U.S. and Canadian federal income tax considerations of the receipt of the InMed CVRs?

A: Although the U.S. federal income tax treatment of the InMed CVRs is uncertain and the matter is not free from doubt, the Combined Company intends to treat a holder’s receipt of the InMed CVRs as a distribution of property with respect to the holder’s existing InMed capital shares for U.S. federal income tax purposes. Please review the information in the section titled “Agreements Related to the Merger — InMed CVR Agreement — Material U.S. Federal Income Tax Consequences of the InMed CVRs to Holders of InMed Share Capital” for a discussion of the U.S. federal income tax considerations of the InMed CVRs to holders of InMed share capital. For a summary of the principal Canadian federal income tax considerations of the receipt of InMed CVRs and payments thereon, see the section titled “Agreements Related to the Merger — InMed CVR Agreement — Canadian Federal Income Tax Considerations.”

Q: Do InMed shareholders have dissent or appraisal rights in connection with the Merger?

A: Under the BCBCA, InMed shareholders are entitled to dissent only in respect of the Redomestication Proposal, which, if passed, would authorize the continuation of InMed from British Columbia to the State of Nevada. For more information, see the section titled “Appraisal Rights and Dissenters’ Rights” beginning on page 186 of this proxy statement/prospectus.

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Q: Who can help answer my questions?

A: If you are an InMed shareholder and would like additional copies of this proxy statement/prospectus without charge or if you have questions about the Merger or related matters, including the procedures for voting your shares, you should contact:

Banks and Brokers Call:

Shareholders Call Toll Free:

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MARKET PRICE AND DIVIDEND INFORMATION

InMed Common Shares are currently listed on the Nasdaq Capital Market under the symbol “INM”.

The closing price of the InMed Common Shares on May 18, 2026, the last day of trading prior to the announcement of the Merger, as reported on The Nasdaq Capital Market, was $0.6810 per share. The closing price of the InMed Common Shares on    , 2026, as reported on The Nasdaq Capital Market, was $    per share.

Because the market price of the InMed Common Shares is subject to fluctuation, the market value of the InMed Common Shares that the Mentari stockholders will be entitled to receive in the Merger may increase or decrease.

Mentari is a private company, and its shares of common stock and preferred stock are not publicly traded.

Assuming approval of Proposal No. 1 and successful application for initial listing with Nasdaq, following the consummation of the Merger, InMed Common Shares will trade on Nasdaq under InMed’s new name, “Mentari Therapeutics, Inc.,” and new trading symbol “MTRI.”

As of    , 2026, there were approximately    registered holders of record of the InMed Common Shares. As of    , 2026, Mentari had    holders of record of Mentari Common Stock,    holders of record of Mentari Series Seed Preferred Stock, and    holders of record of Mentari Series A Preferred Stock. For detailed information regarding the beneficial ownership of certain InMed and Mentari stockholders, see the sections of this proxy statement/prospectus titled “Principal Shareholders of InMed,” “Principal Stockholders of Mentari” and “Principal Stockholders of the Combined Company.”

Dividends

InMed has never declared or paid any cash dividends on the InMed Common Shares and does not anticipate paying cash dividends on the InMed Common Shares for the foreseeable future. Notwithstanding the foregoing, any determination to pay cash dividends subsequent to the Merger will be at the discretion of the Combined Company’s then-current board of directors and will depend upon a number of factors, including the Combined Company’s results of operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable law and other factors the then-current board of directors deems relevant.

Mentari has never paid or declared any cash dividends on Mentari capital stock. If the Merger does not occur, Mentari does not anticipate paying any cash dividends on the Mentari capital stock in the foreseeable future, and Mentari intends to retain all available funds and any future earnings to fund the development and expansion of its business. Any future determination to pay dividends will be at the discretion of the Mentari Board and will depend upon a number of factors, including its results of operations, financial condition, future prospects, contractual restrictions, and restrictions imposed by applicable laws and other factors the Mentari Board deems relevant.

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RISK FACTORS

The Combined Company will be faced with a market environment that cannot be predicted and that involves significant risks, many of which will be beyond its control. In addition to the other information contained or incorporated by reference in this proxy statement/prospectus, you should carefully consider the material risks described below before deciding how to vote your InMed Common Shares. You should also read and consider the other information in this proxy statement/prospectus. Please see the section titled “Where You Can Find More Information” beginning on page 439 of this proxy statement/prospectus for further information. Moreover, some of the factors, events and contingencies discussed below may have occurred in the past, but the disclosures below are not representations as to whether or not the factors, events or contingencies have occurred in the past and instead reflect our beliefs and opinions as to the factors, events, or contingencies that could materially and adversely affect us in the future.

Risks Related to the Proposed Merger

Failure to complete, or delays in completing, the potential Merger could materially and adversely affect InMed’s results of operations, business, financial results, and/or the price of InMed Common Shares.

On May 19, 2026, InMed and Mentari entered into the Merger Agreement, pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, First Merger Sub will merge with and into Mentari, with Mentari continuing as a wholly owned subsidiary of InMed and the surviving corporation of the First Merger and, immediately following the First Merger and as part of the same overall transaction as the First Merger, Mentari will merge with and into Second Merger Sub as part of the Second Merger, with Second Merger Sub continuing as a wholly owned subsidiary of InMed and the surviving entity of the Second Merger. Consummation of the Merger is subject to certain closing conditions, a number of which are not within InMed’s control. Any failure to satisfy these required conditions to closing may prevent, delay or otherwise materially adversely affect the completion of the transaction. InMed cannot predict with certainty whether or when any of the required closing conditions will be satisfied or if another uncertainty may arise and cannot assure you that it will be able to successfully consummate the Merger as currently contemplated under the Merger Agreement or at all.

InMed’s efforts to complete the Merger could cause substantial disruptions in, and create uncertainty surrounding, its business, which may materially adversely affect its results of operation and its business. Uncertainty as to whether the Merger will be completed in a timely manner or at all may affect InMed’s ability to retain and motivate existing employees. Uncertainty as to whether the Merger will be completed in a timely manner or at all could adversely affect InMed’s business and its relationship with collaborators, suppliers, vendors, regulators, and other business partners. The adverse effects of the pendency of the transaction could be exacerbated by any delays in completion of the transaction or termination of the Merger Agreement.

If the conditions to the Merger are not satisfied or waived, the Merger may not occur.

Even if the Merger is approved by the stockholders of Mentari and InMed, specified conditions must be satisfied or, to the extent permitted by applicable law, waived to complete the Merger. These conditions are set forth in the Merger Agreement and described further in the section titled “The Merger Agreement” of this proxy statement/prospectus. InMed cannot assure you that all of the conditions to the consummation of the Merger will be satisfied or waived. If the conditions are not satisfied or waived, the Merger may not occur or the closing may be delayed.

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InMed and Mentari may mutually agree to waive the condition to the Merger requiring approval for listing on Nasdaq, and if such condition is waived, the Combined Company’s stock may not be listed on Nasdaq following completion of the Merger.

Pursuant to the Merger Agreement, InMed agreed, to the extent required by the rules and regulations of Nasdaq, to use its commercially reasonable efforts to cause the InMed Common Shares being issued in the Merger to be approved for listing on Nasdaq at or prior to the First Effective Time. Additionally, under the Merger Agreement, each of InMed’s and Mentari’s obligation to complete the Merger is subject to the satisfaction or waiver by each of the parties of various conditions, including that the InMed Common Shares to be issued in the Merger have been approved for listing (subject to official notice of issuance) on Nasdaq as of the closing of the Merger. In the event that the InMed Common Shares to be issued in the Merger are not approved for listing on Nasdaq, it is possible that InMed and Mentari may mutually agree to waive the applicable condition and nonetheless proceed with completing the Merger. If such condition is waived, InMed will not recirculate an updated proxy statement/prospectus, nor will it solicit a new vote of shareholders prior to proceeding with the Merger. If InMed proceeds with the Merger in these circumstances, the Combined Company’s stock may not be listed on Nasdaq.

If the Combined Company’s stock is not listed on Nasdaq following completion of the Merger, trading of the shares could be conducted in the over-the-counter market or on an electronic bulletin board established for unlisted securities such as the Pink Sheets or the OTC Bulletin Board. In such event, it is likely that there would be significantly less liquidity in the trading of the common stock of the Combined Company; decreases in institutional and other investor demand for the shares, coverage by securities analysts, market making activity and information available concerning trading prices and volume; and fewer broker dealers willing to execute trades in the common stock of the Combined Company. Also, it may be difficult for the Combined Company to raise additional capital if the Combined Company’s common stock is not listed on a major exchange. The occurrence of any of these events could result in a further decline in the market price of the common stock of the Combined Company and could have a material adverse effect on the Combined Company.

The Exchange Ratio for the Merger will not change or otherwise be adjusted based on the market price of InMed Common Shares.

Applying the Exchange Ratio, based on InMed’s capitalization as of March 31, 2026 and Mentari’s capitalization as of May 11, 2026 and taking into account InMed’s current cash position, each share of Mentari Common Stock is currently estimated to be entitled to receive approximately 2.0606 InMed Common Shares. Each share of Mentari Series Seed Preferred Stock will be converted into the right to receive a number of InMed Series A Preferred Shares, equal to the Exchange Ratio divided by 1,000. Applying the Exchange Ratio, the former Mentari securityholders immediately before the Merger are expected to own approximately 98.49% of the aggregate number of the Combined Company’s capital stock following the Merger (on a fully-diluted basis), and InMed shareholders immediately before the Merger are expected to own approximately 1.51% of the aggregate number of shares of the Combined Company capital stock following the Merger (on a fully-diluted basis), subject to certain assumptions, including, but not limited to, InMed’s Net Cash as of closing being equal to $(3.6) million. In the event InMed’s Net Cash is less than or greater than ($3.4) million, the Exchange Ratio will be adjusted such that the number of shares issued to Mentari’s pre-closing securityholders will be decreased or increased, as applicable, and InMed shareholders will own a smaller or larger percentage, as applicable, of the Combined Company following the consummation of the Merger. InMed currently estimates that its Net Cash as of closing will be approximately $(3.6) million, and the currently estimated ownership percentages reflect this projection.

Any changes in the market price of InMed Common Shares before the completion of the First Merger will not affect the number of shares Mentari stockholders will be entitled to receive pursuant to the Merger Agreement. Therefore, if before the completion of the First Merger, the market price of InMed Common Shares increases from the market price on the date of the Merger Agreement, then Mentari stockholders could receive

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merger consideration with substantially more value for their shares of Mentari capital stock than the parties had negotiated when they established the Exchange Ratio. Similarly, if before the completion of the First Merger, the market price of InMed Common Shares declines from the market price on the date of the Merger Agreement, then Mentari stockholders could receive merger consideration with substantially lower value. The Merger Agreement does not include a price-based termination right.

The issuance of InMed Common Shares, including the InMed Common Shares issuable upon conversion of InMed Series A Preferred Shares, to Mentari stockholders pursuant to the Merger Agreement and the resulting change in control from the First Merger must be approved by InMed shareholders, and the Merger Agreement and transactions contemplated thereby must be approved by the Mentari stockholders. Failure to obtain these approvals would prevent the closing of the Merger.

Before the Merger can be completed, InMed shareholders must approve, among other things, the issuance of InMed Common Shares, including InMed Common Shares issuable upon conversion of InMed Series A Preferred Shares, to Mentari stockholders pursuant to the Merger Agreement and the resulting change in control from the First Merger, and Mentari stockholders must adopt the Merger Agreement and approve the Merger and the related transactions. Failure to obtain the required shareholder or stockholder approvals may result in a material delay in, or the abandonment of, the Merger. Any delay in completing the Merger may materially adversely affect the timing and benefits that are expected to be achieved from the Merger.

The Merger may be completed even though a material adverse effect may result from the announcement of the Merger, industry-wide changes or other causes.

In general, neither InMed nor Mentari is obligated to complete the Merger if there is a material adverse effect affecting the other party between May 19, 2026, the date of the Merger Agreement, and the closing of the Merger. However, certain types of causes are excluded from the concept of a “material adverse effect.” Such exclusions include, but are not limited to, changes in general economic or political conditions, industry-wide changes, changes resulting from the announcement of the Merger, natural disasters, pandemics, other public health events or force majeure events and changes in U.S. generally accepted accounting principles. Therefore, if any of these events were to occur and adversely affect InMed or Mentari, the other party would still be obliged to consummate the closing of the Merger notwithstanding such material adverse effect. If any such adverse effects occur and InMed consummates the closing of the Merger, the stock price of the Combined Company may suffer. This in turn may reduce the value of the Merger to the shareholders of InMed, Mentari or both.

If the Merger is not completed, InMed’s share price may decline significantly.

The market price of InMed Common Shares is subject to significant fluctuations. Market prices for securities of pharmaceutical, biotechnology and other life science companies have historically been particularly volatile. In addition, the market price of InMed Common Shares will likely be volatile based on whether shareholders and other investors believe that InMed can complete the Merger or otherwise raise additional capital to support InMed’s operations if the Merger is not consummated and another strategic transaction cannot be identified, negotiated and consummated in a timely manner, if at all. The volatility of the market price of InMed Common Shares has been and may be exacerbated by low trading volume. Additional factors that may cause the market price of InMed Common Shares to fluctuate include:

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Moreover, the stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of individual companies. These broad market fluctuations may also adversely affect the trading price of InMed Common Shares. In the past, following periods of volatility in the market price of a company’s securities, stockholders have often instituted class action securities litigation against such companies.

If InMed completes the Merger, the Combined Company will need to raise additional capital and satisfy certain contractual obligations by issuing equity securities or additional debt or through licensing arrangements, which may cause significant dilution to the Combined Company’s shareholders or restrict the Combined Company’s operations.

In connection with the Merger, Mentari and InMed entered into the Securities Purchase Agreement with certain investors, including existing investors of Mentari, pursuant to which the investors agreed to purchase, in the aggregate, approximately $290.0 million (which includes $50.0 million of proceeds previously received by Mentari from the issuance of its Convertible Notes and accrued interest on such notes) of Mentari Common Stock and Mentari Pre-Funded Warrants in the Mentari Pre-Closing Financing immediately prior to the closing of the Merger. The closing of the Mentari Pre-Closing Financing is conditioned upon the satisfaction or waiver of the conditions to the closing of the Merger as well as certain other conditions. The Mentari Common Stock and Mentari Pre-Funded Warrants issued in the Mentari Pre-Closing Financing will result in dilution to all securityholders of the Combined Company (i.e., both InMed’s pre-Merger securityholders and former Mentari securityholders).

Additional financing may not be available to the Combined Company when it is needed or may not be available on favorable terms. To the extent that the Combined Company raises additional capital by issuing equity securities, such financing will cause additional dilution to all securityholders of the Combined Company, including InMed’s pre-Merger securityholders and Mentari former securityholders. It is also possible that the terms of any new equity securities may have preferences over the Combined Company’s common stock. Any debt financing the Combined Company enters into may involve covenants that restrict its operations. These restrictive covenants may include limitations on additional borrowing and specific restrictions on the use of the Combined Company’s assets, as well as prohibitions on its ability to create liens, pay dividends, redeem its stock or make investments. In addition, if the Combined Company raises additional funds through licensing arrangements, it may be necessary to grant licenses on terms that are not favorable to the Combined Company.

In addition, as a result of InMed’s assumption of the Paragon Option Agreements in connection with the Merger, the Combined Company will be subject to the obligation to grant to Paratari on December 31, 2026, warrants to purchase a number of shares equal to 1.00% of the outstanding InMed Common Shares as of the date of the grant on a fully-diluted basis, with an exercise price equal to the fair market value of the underlying shares on the grant date. Such warrants granted will result in further dilution to all securityholders of the Combined Company.

Transfers of the Combined Company’s securities utilizing Rule 144 of the Securities Act may be limited.

A significant portion of the Combined Company’s securities will be restricted from immediate resale. Holders should be aware that transfers of the Combined Company’s securities pursuant to Rule 144 may be limited as Rule 144 is not available, subject to certain exceptions, for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. InMed’s expected disposal of InMed’s historical assets and operations in connection

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with the Merger is expected to make InMed a shell company. InMed anticipates that following the consummation of the Merger, the Combined Company will no longer be a shell company. As a result, InMed anticipates that holders will not be able to sell their restricted Combined Company securities pursuant to Rule 144 without registration until one year after InMed files the Current Report on Form 8-K following the closing that includes the required Form 10 information that reflects that the Combined Company is no longer a shell company.

InMed is expected to be deemed a shell company. As a result, if InMed completes the Merger, the Combined Company will be subject to more stringent reporting requirements, offering limitations and resale restrictions.

InMed’s or the Combined Company’s expected disposal of InMed’s historical assets and operations prior to or following the Merger is expected to make InMed a shell company. As such, the Combined Company would be subject to the requirements applicable to shell company business combinations. The requirements applicable to shell company business combinations are as follows:

The foregoing SEC requirements would increase the Combined Company’s time and cost of raising capital, offering stock under equity plans, and complying with securities laws. Further, such requirements will add burdensome restrictions on the resale of Combined Company shares by affiliates of Mentari and any holders of “restricted” or “control” securities.

Some of InMed’s and Mentari’s directors and executive officers have interests in the Merger that are different from yours and that may influence them to support or approve the Merger without regard to your interests.

Directors and executive officers of InMed and Mentari have interests in the Merger that are different from, or in addition to, the interests of other InMed shareholders generally. These interests with respect to InMed’s directors and executive officers may include, among others, retention bonus payments, the acceleration of vesting of InMed Options and the cancellation and conversion of in-the-money InMed Options into InMed Common Shares, severance payments if employment is terminated in a qualifying termination in connection with the Merger and rights to continued indemnification, expense advancement and insurance coverage.

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Further, certain current members of the Mentari Board will continue as directors of the Combined Company after the First Effective Time, and, following the closing of the Merger, will be eligible to be compensated as non-employee directors of the Combined Company pursuant to InMed’s non-employee director compensation policy that is expected to remain in place following the First Effective Time.

The InMed Board was aware of and considered those interests, among other matters, in reaching their decisions to approve and adopt the Merger Agreement, approve the Merger, and recommend the approval of the Merger Agreement to InMed shareholders. These interests, among other factors, may have influenced the directors and executive officers of each company to support or approve the Merger.

InMed shareholders and Mentari stockholders may not realize a benefit from the Merger commensurate with the ownership dilution they will experience in connection with the Merger, including the conversion of Mentari Common Stock issued in the Mentari Pre-Closing Financing.

If the Combined Company is unable to realize the full strategic and financial benefits currently anticipated from the Merger, InMed shareholders and Mentari stockholders will have experienced substantial dilution of their ownership interests without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent the Combined Company is able to realize only part of the strategic and financial benefits currently anticipated from the Merger.

InMed securityholders will generally have a reduced ownership and voting interest in, and will exercise less influence over the management of, the Combined Company following the completion of the Merger as compared to their current ownership and voting interests in the respective companies.

After the completion of the Merger, InMed’s current shareholders will generally own a smaller percentage of the Combined Company than their ownership of InMed prior to the Merger. Immediately after the Merger, InMed securityholders as of immediately prior to the Merger are expected to own approximately 1.51% of the outstanding shares of capital stock of the Combined Company (on a fully-diluted basis), and former holders of Mentari securities are expected to own approximately 98.49% of the outstanding shares of capital stock of the Combined Company (on a fully-diluted basis), subject to certain assumptions, including, but not limited to, InMed’s Net Cash as of closing being equal to $(3.6) million.

Certain provisions of the Merger Agreement may discourage third parties from submitting competing proposals, including proposals that may be superior to the transactions contemplated by the Merger Agreement.

While the Merger Agreement is in effect, each party is generally prohibited from, among other things, soliciting, initiating or knowingly encouraging, inducing or facilitating the communication, making, submission or announcement of any acquisition proposal or acquisition inquiry. In addition, InMed’s current directors and executive officers have entered into support agreements pursuant to the terms of the Merger Agreement, and as an inducement to Mentari’s willingness to enter into the Merger Agreement, by which they have agreed to vote all of their InMed shares in favor of the Merger Agreement and the transactions contemplated thereby, subject to certain limited exceptions. These provisions could discourage a potential competing acquirer from considering or proposing an acquisition or merger, even if it were prepared to pay consideration with a higher value than that implied by the merger consideration in the combination.

Because the lack of a public market for Mentari Common Stock makes it difficult to evaluate the fair market value of its capital stock, the value of InMed Common Shares to be issued to Mentari stockholders may be more or less than the fair market value of Mentari Common Stock.

The outstanding capital stock of Mentari is privately held and is not traded on any public market. The lack of a public market makes it difficult to determine the fair market value of Mentari capital stock. Because the

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percentage of InMed’s equity to be issued to Mentari stockholders was determined based on negotiations between the parties, it is possible that the value of InMed Common Shares and InMed Series A Preferred Shares to be issued to Mentari stockholders will be more or less than the fair market value of Mentari capital stock.

Lawsuits may be filed against InMed, Mentari, or any of the members of their respective boards of directors arising out of the Merger, which may delay or prevent the Merger.

Putative stockholder complaints, including stockholder class action complaints, and other complaints may be filed against InMed, the InMed Board, Mentari, the Mentari Board and others in connection with the transactions contemplated by the Merger Agreement. The outcome of litigation is uncertain, and InMed or Mentari may not be successful in defending against any such future claims. Lawsuits that may be filed against InMed, the InMed Board, Mentari, or the Mentari Board could delay or prevent the Merger, divert the attention of InMed’s and Mentari’s management and employees from their day-to-day business and otherwise adversely affect InMed and Mentari financially.

InMed has never paid and, other than in connection with the Merger, does not intend to pay any cash dividends in the foreseeable future.

InMed has never paid cash dividends on any of its share capital. InMed does not currently anticipate declaring or paying cash dividends on its share capital in the foreseeable future.

If InMed does not successfully consummate the Merger or another strategic transaction, the InMed Board may decide to pursue a dissolution and liquidation of InMed. In such an event, the amount of cash available for distribution to InMed shareholders, if any, will depend heavily on the timing of such liquidation as well as the amount of cash that will need to be reserved for commitments and contingent liabilities, as to which InMed can give you no assurance.

There can be no assurance that the Merger will be completed. If the Merger is not completed, the InMed Board may decide to pursue a dissolution and liquidation of InMed. In such an event, the amount of cash available for distribution to InMed shareholders, if any, will depend heavily on the timing of such decision and, ultimately, such liquidation, since the amount of cash available for distribution continues to decrease as InMed funds its operations while pursuing the Merger. In addition, if the InMed Board were to approve and recommend, and InMed shareholders were to approve, a dissolution and liquidation of InMed, InMed would be required under British Columbia law to pay InMed’s outstanding obligations, as well as to make reasonable provision for contingent and unknown obligations, prior to making any distributions in liquidation to shareholders. InMed’s commitments and contingent liabilities may include obligations under InMed’s employment and related agreements with certain employees that provide for severance and other payments following a termination of employment occurring for various reasons, including a change in control of InMed, litigation against InMed, and other various claims and legal actions arising in the ordinary course of business, and other unexpected and/or contingent liabilities. As a result of this requirement, a portion of InMed’s assets would need to be reserved pending the resolution of such obligations.

In addition, InMed may be subject to litigation or other claims related to a dissolution and liquidation of InMed. If a dissolution and liquidation were to be pursued, the InMed Board, in consultation with InMed’s advisors, would need to evaluate these matters and make a determination about a reasonable amount to reserve. Accordingly, holders of InMed Common Shares could lose all or a significant portion of their investment in the event of liquidation, dissolution or winding up of InMed. A liquidation would be a lengthy and uncertain process with no assurance of any value ever being returned to InMed shareholders.

InMed and its shareholders will not have any right to make damage claims against Mentari for the breach of any representation, warranty or covenant made by Mentari in the Merger Agreement.

The Merger Agreement provides that all of the representations, warranties and covenants of the parties contained therein shall not survive the closing of the Merger, except for those covenants contained therein that by

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their terms apply or are to be performed in whole or in part after the Closing, and then only with respect to breaches occurring after the closing of the Merger. Accordingly, there are no remedies available to the parties with respect to any breach of the representations, warranties, covenants or agreements of the parties to the Merger Agreement after the Closing of the Merger, except for covenants to be performed in whole or in part after the Closing. As a result, InMed and its shareholders will have no remedy available to them if the Merger is consummated and it is later revealed that there was a breach of any of the representations, warranties and covenants made by Mentari at the time of the Merger.

Additionally, InMed cannot assure you that the due diligence conducted in relation to Mentari has identified all material issues or risks associated with Mentari, its business or the industry in which it competes. Furthermore, InMed cannot assure you that factors outside of its or Mentari’s control will not later arise, or that any previously identified risks will not materialize in a manner inconsistent with the preliminary analysis. As a result of these factors, following the closing of the Merger, the Combined Company may be exposed to liabilities and incur additional costs and expenses and it may be forced to later write-down or write off assets, restructure its operations, or incur impairment or other charges. InMed and its shareholders have no indemnification rights against Mentari or its stockholders under the Merger Agreement. Accordingly, any shareholders of InMed that remain stockholders of the Combined Company following the Merger could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by InMed’s directors or officers of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the registration statement or proxy statement/prospectus relating to the Merger contained an actionable material misstatement or material omission.

InMed’s shareholders potentially may not receive any payment on the InMed CVRs and the InMed CVRs may otherwise expire valueless.

The Merger Agreement contemplates that, at or prior to the First Effective Time, InMed and the Rights Agent (as defined in the InMed CVR Agreement) will execute and deliver the InMed CVR Agreement, pursuant to which each person who was a shareholder of record of InMed Common Shares as of immediately prior to the First Effective Time will be entitled to receive an InMed CVR, issued by InMed subject to and in accordance with the terms and conditions of the InMed CVR Agreement. Pursuant to the InMed CVR Agreement, each CVR holder is entitled to certain rights to receive a pro rata portion of the proceeds, if any, received by InMed as a result of the disposition of the InMed Legacy Business during specified periods of time. Such proceeds are subject to certain permitted deductions. The right of InMed’s shareholders to derive any value from the InMed CVRs will be contingent solely upon the disposition of such InMed Legacy Business within the time periods specified in the InMed CVR Agreement or any other contingencies as provided in the InMed CVR Agreement.

InMed may not be able to achieve successful results from the disposition of such InMed Legacy Business as described above. If this is not achieved for any reason within the time periods specified in the CVR Agreement, no payments will be made under the InMed CVRs, and the InMed CVRs will expire valueless. For more information see the section titled “Agreements Related to the Merger — InMed CVR Agreement.”

The U.S. federal income tax treatment of the InMed CVRs is uncertain.

There is no legal authority directly addressing the U.S. federal income tax treatment of contingent value rights with characteristics similar to the InMed CVRs. Therefore, it is possible that the issuance of the InMed CVRs may be treated as a distribution of property as a “closed transaction” or as an “open transaction.” Alternative characterizations are also possible. For more information regarding the U.S. federal income tax considerations of the receipt of InMed CVRs and payments thereon, see the section titled “Agreements Related to the Merger — InMed CVR Agreement — Material U.S. Federal Income Tax Consequences of the InMed CVRs to Holders of InMed Share Capital.” For a summary of the principal Canadian federal income tax considerations of the receipt of InMed CVRs and payments thereon, see the section titled “Agreements Related to the Merger — InMed CVR Agreement — Canadian Federal Income Tax Considerations.”

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Risks Related to the Reverse Stock Split

The Reverse Stock Split could result in a significant devaluation of InMed’s market capitalization and the trading price of InMed Common Shares.

Although InMed expects that the Reverse Stock Split will result in an increase in the market price of InMed Common Shares, InMed cannot assure stockholders that the Reverse Stock Split, if implemented, will increase the market price of InMed Common Shares in proportion to the reduction in the number of InMed Common Shares outstanding or result in a permanent increase in the market price. Accordingly, the total market capitalization of InMed Common Shares after the Reverse Stock Split may be lower than the total market capitalization before such Reverse Stock Split and, in the future, the market price of InMed Common Shares following such Reverse Stock Split may not exceed or remain higher than the market price prior to the Reverse Stock Split.

The effect the Reverse Stock Split may have upon the market price of InMed Common Shares cannot be predicted with any certainty. The market price of InMed Common Shares is dependent on many factors, including InMed’s business and financial performance, general market conditions, prospects for future success and other factors detailed from time to time in the reports InMed files with the SEC and certain Canadian securities regulators.

The Reverse Stock Split may result in some stockholders owning “odd lots” that may be more difficult to sell or require greater transaction costs per share to sell.

The Reverse Stock Split may result in some stockholders owning “odd lots” of less than 100 InMed Common Shares on a post-split basis. These odd lots may be more difficult to sell, or require greater transaction costs per share to sell, than shares in “round lots” of even multiples of 100 shares.

The Reverse Stock Split may not generate additional investor interest.

While the InMed Board believes that a higher stock price may help generate investor interest, there can be no assurance that the Reverse Stock Split will result in a per share price that will attract institutional investors or investment funds or that such share price will satisfy the investing guidelines of institutional investors or investment funds. As a result, the trading liquidity of InMed Common Shares may not necessarily improve.

The Reverse Stock Split may not increase the Combined Company’s stock price over the long term.

The principal purposes of the Reverse Stock Split are to (i) increase the per-share market price of InMed Common Shares above the minimum bid price requirement under the Nasdaq rules so that the listing of InMed and the InMed Common Shares being issued in the Merger on Nasdaq will be approved and (ii) increase the number of authorized and unissued shares available for future issuance in connection with the Merger, though such increase will not alone be sufficient to complete the Merger. It cannot be assured, however, that the Reverse Stock Split will accomplish any increase in the per share market price of InMed Common Shares for any meaningful period of time. While it is expected that the reduction in the number of outstanding InMed Common Shares will proportionally increase the market price of InMed Common Shares, it cannot be assured that the Reverse Stock Split will increase the market price of InMed Common Shares by a multiple of the Reverse Stock Split ratio mutually agreed by InMed and Mentari, or result in any permanent or sustained increase in the market price of InMed Common Shares, which is dependent upon many factors, including InMed’s business and financial performance, general market conditions and prospects for future success. Thus, while the stock price of InMed Common Shares might meet the listing requirements for Nasdaq initially after the Reverse Stock Split, it cannot be assured that it will continue to do so.

The Reverse Stock Split may decrease the liquidity of the Combined Company’s common stock.

Although the InMed Board believes that the anticipated increase in the market price of the Combined Company’s common stock resulting from the proposed Reverse Stock Split could encourage interest in its

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common stock and possibly promote greater liquidity for its shareholders, such liquidity could also be adversely affected by the reduced number of shares outstanding after the Reverse Stock Split. The reduction in the number of outstanding shares may lead to reduced trading and a smaller number of market makers for the Combined Company’s common stock. In addition, the Reverse Stock Split may not result in an increase in the Combined Company’s stock price necessary to satisfy Nasdaq’s initial listing requirements for the Combined Company.

The Reverse Stock Split may lead to a decrease in the Combined Company’s overall market capitalization.

Should the market price of the Combined Company’s common stock decline after the Reverse Stock Split, the percentage decline will be greater, due to the smaller number of shares outstanding, than it would have been prior to the Reverse Stock Split. A Reverse Stock Split is often viewed negatively by the market and, consequently, can lead to a decrease in the Combined Company’s overall market capitalization. If the per share market price does not increase in proportion to the Reverse Stock Split ratio, then the value of the Combined Company, as measured by its stock capitalization, will be reduced. In some cases, the per-share stock price of companies that have effected reverse stock splits subsequently declined back to pre-reverse split levels, and accordingly, it cannot be assured that the total market value of the Combined Company’s common stock will remain the same after the Reverse Stock Split is effected, or that the Reverse Stock Split will not have an adverse effect on the Combined Company’s stock price due to the reduced number of shares outstanding after the Reverse Stock Split.

Risks Related to InMed

Risks Related to InMed’s Business and Industry

InMed’s prospects depend on the success of InMed’s products in InMed’s Product Candidates, which are at early stages of development with a statistically high probability of failure.

Given InMed’s early stage of development, InMed can make no assurance that InMed’s research and development programs will result in regulatory approval or commercially viable products. To achieve profitable operations, InMed, alone or with others, must successfully develop, gain regulatory approval, and market InMed’s future products. InMed currently has no products that have been approved by the FDA, HC, or any similar regulatory authority. To obtain regulatory approvals for InMed’s Product Candidates being developed and to achieve commercial success, clinical trials must demonstrate that the Product Candidates are safe for human use and that they demonstrate efficacy. InMed has no products or technologies which are currently in human clinical trials. Additionally, InMed has no products for commercial sale or licensed for commercial sale, nor does InMed expect to have any such products for the next several years.

Many potential pharmaceutical products never reach the stage of clinical testing and even those that do have only a small chance of successfully completing clinical development and gaining regulatory approval. InMed’s Product Candidates may fail for a number of reasons, including, but not limited to, being unsafe for human use or due to the failure to provide therapeutic benefits equal to or better than the standard of treatment at the time of testing. Positive results of early preclinical research may not be indicative of the results that will be obtained in later stages of preclinical or clinical research. Similarly, positive results from early-stage clinical trials may not be indicative of favorable outcomes in later-stage clinical trials. InMed can make no assurance that any future studies, if undertaken, will yield favorable results.

The early stage of InMed’s product development makes it particularly uncertain whether any of InMed’s product development efforts will prove to be successful and meet applicable regulatory requirements, and whether any of InMed’s Product Candidates will receive the requisite regulatory approvals, be capable of being manufactured at a reasonable cost or be successfully marketed. If InMed is successful in developing InMed’s current and future Product Candidates into approved products, InMed will still experience many potential obstacles, such as the need to develop or obtain manufacturing, marketing and distribution capabilities. If InMed

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is unable to successfully commercialize any of InMed’s products, InMed’s financial condition and results of operations may be materially and adversely affected.

InMed is winding down InMed’s only revenue-generating business segment, which creates substantial uncertainty regarding InMed’s liquidity, results of operations, prospects, and ability to continue as a going concern.

On March 4, 2026, the InMed Board ratified InMed’s wholly owned subsidiary, BayMedica, LLC’s (“BayMedica”) decision to wind down and exit its commercial operations. As of June 30, 2026, BayMedica had wound down all of its operating activities, and has two remaining employees who are anticipated to depart by July 31, 2026 as well as a commercial lease which will terminate at the end of August. The completion of the full wind down may take longer or cost more than anticipated, and InMed may not realize expected savings, proceeds or strategic benefits. InMed expects to incur approximately $550,000 in severance and other employee-related costs and approximately $120,000 in additional related expenditures through the end of the fiscal year, partially offset by profits from product sales prior to completion; InMed may also incur other charges and may be unable to exit or assign contracts on acceptable terms. As a result, InMed’s liquidity, cash flows, results of operations, and financial condition are subject to significant uncertainty, and there can be no assurance that InMed will be able to fund operations or meet obligations as they come due.

Because BayMedica’s commercial operations represent InMed’s only revenue-generating business segment, InMed’s ability to comply with debt covenants and other financial maintenance requirements, if applicable, may be adversely affected, and InMed may be unable to monetize assets on terms and timing that support InMed’s liquidity needs. The wind down may negatively affect InMed’s workforce and internal controls, and InMed’s reduced revenues and potential losses could affect InMed’s access to capital. Execution of the wind down and the corresponding transition depends on numerous assumptions and external factors, and delays or shortfalls could further increase costs, reduce liquidity, and adversely affect InMed’s ability to pursue strategic opportunities. There can be no assurance that InMed will successfully transition to a new business model or generate sustainable revenues or profitability in the future; if InMed cannot, InMed’s business, financial condition, results of operations, and prospects would be materially and adversely affected, and InMed may need to undertake additional restructuring or other actions that could be dilutive or otherwise detrimental to investors.

Even if InMed’s Product Candidates advance through preclinical studies and clinical trials, InMed may experience difficulties in managing InMed’s growth and expanding InMed’s operations.

InMed has limited resources to carry out objectives for InMed’s current and future preclinical studies and clinical trials. Since InMed’s inception as a pharmaceutical company in October 2014, InMed has conducted numerous preclinical experiments and is currently conducting early-stage clinical trials, which is a time-consuming, expensive and uncertain process. In addition, while InMed has experienced management and expects to contract out many of the activities related to conducting these programs, InMed is a small company with less than 15 employees and, therefore, has limited internal resources both to conduct preclinical studies and clinical trials and to monitor third-party providers. As InMed’s Product Candidates advance through preclinical studies and clinical trials, InMed will need to expand InMed’s development, regulatory and manufacturing operations, either by expanding InMed’s internal capabilities or contracting with other organizations to provide these capabilities for InMed. In the future, InMed expects to have to manage additional relationships with collaborators or partners, suppliers and other organizations. InMed’s ability to manage InMed’s operations and future growth will require InMed to continue to improve InMed’s operational, financial and management controls, reporting systems and procedures.

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The threat or actual adoption of tariffs, retaliatory tariffs and duties, trade barriers and restrictions, and related international trade conflicts, including by the United States, Canada or other jurisdictions, could materially impact the macroeconomic framework in which InMed operates.

Since taking office in January 2025, the current U.S. presidential administration has issued numerous executive orders, including with respect to international and domestic policies, and there were significant changes to tariffs by the U.S. and other countries. In particular, new U.S. tariffs were announced, including additional tariffs on imports from Canada, China, India, Japan, South Korea, Taiwan, Vietnam and the European Union, among others. In response, several countries have imposed, or threatened to impose, reciprocal tariffs on imports from the U.S. and other retaliatory measures. Various modifications and delays to the U.S. tariffs have been announced and further changes are expected to be made in the future, which may include additional sector-based tariffs or other measures. The ultimate impact remains uncertain and will depend on several factors, including whether additional or incremental U.S. tariffs or other measures are announced or imposed, to what extent other countries implement tariffs or other retaliatory measures in response, and the overall magnitude and duration of these measures. If disputes and conflicts further escalate, actions by the governments in response could be significantly more severe and restrictive. Trade disputes, tariffs, restrictions and other political tensions between the U.S. and other countries may also exacerbate unfavorable macroeconomic conditions including inflationary pressures, foreign exchange volatility, financial market instability, and economic recessions or downturns. The ultimate impact of current or future tariffs and trade restrictions remains uncertain. While InMed actively monitors these risks and manages InMed’s supply chains accordingly, prolonged economic or geopolitical disruptions could adversely affect InMed’s business, ability to access the capital markets or other financing sources, results of operations, financial condition and prospects. In addition, tariffs and other trade developments have and may continue to heighten the risks related to the other risk factors described elsewhere in this proxy statement/prospectus. The ultimate outcome and consequences of the implementation of tariffs or other restrictive trade measures by the U.S. and other countries (including in the form of reciprocal measures) remains highly uncertain. Any trade wars, through the implementation of tariffs or otherwise, could materially and adversely affect InMed, directly and indirectly, including by adversely impacting the supply chains for InMed’s operations, declining consumer confidence, inflation, lower economic expectations, and increasing the costs of services InMed provides and utilizes.

Any actual or threatened delisting of InMed’s securities by Nasdaq could have a material and adverse effect on InMed’s business, operations and financial condition, and could, among other things, limit investors’ ability to make transactions in InMed’s securities and subject InMed to additional trading restrictions.

As previously reported, on March 27, 2026, InMed received a written notice from the Listing Qualifications Department of Nasdaq, notifying InMed that the closing bid price of the InMed Common Shares over a period of 30 consecutive trading days was below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2), during the February 11, 2026 to March 26, 2026 period.

In accordance with applicable Nasdaq procedures, InMed had a period of 180 calendar days following the receipt of the written notice mentioned above to cure the deficiency and regain compliance. The notice had no immediate impact on the listing of the InMed Common Shares, which continued to trade on The Nasdaq Capital Market under the symbol “INM” subject to InMed’s continued compliance with the other listing requirements of The Nasdaq Capital Market. InMed monitored the closing share price for the InMed Common Shares and explored available options to regain compliance.

In the event a listed issuer does not evidence compliance with the minimum bid price rule during the 180-day grace period, the listed issuer may be eligible for an additional 180 calendar day grace period. To qualify, a listed issuer is required to meet the continued listing requirement for market value of publicly held shares and all other listing standards for The Nasdaq Capital Market, with the exception of the minimum bid price rule, and needs to provide written notice of its intention to cure the deficiency during the second

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compliance period, by effecting a reverse share split, if necessary, to Nasdaq. If it appears to the staff of Nasdaq that the listed issuer will not be able to cure the deficiency, or if it is otherwise not eligible, it will not be entitled to an additional 180 calendar days grace period and Nasdaq would provide notice to the listed issuer that its securities will be subject to delisting. If the listed issuer does not regain compliance within the allotted compliance period(s), including any extensions that may be granted by Nasdaq, it is expected that Nasdaq would notify the listed issuer that its securities are subject to delisting. If the listed issuer is notified by Nasdaq that its securities are subject to delisting, the listed issuer may appeal such determination to Nasdaq’s Panel, but its securities would be automatically suspended from trading on The Nasdaq Capital Market pending the completion of the appeal process. There can be no assurance that any such appeal would be successful or that the listed issuer would be able to evidence compliance with the terms of any extension that may be granted by Nasdaq’s Panel.

On June 3, 2026, InMed received formal notice from the Listing Qualifications Department of The Nasdaq Capital Market that it had regained compliance with Nasdaq Listing Rule 5550(a)(2), the minimum bid price requirement for continued listing.

Any future actual or threatened delisting from The Nasdaq Capital Market could materially and adversely affect InMed’s ability to raise additional financing through the public or private sale of equity securities, would significantly affect the ability of investors to trade InMed’s securities and would negatively affect the value and liquidity of InMed’s securities, including the InMed Common Shares. The actual or threatened delisting of InMed’s securities could also have other material and adverse consequences, including the potential loss of confidence by employees and other stakeholders, the loss of institutional investor interest and fewer business development opportunities, limited availability of market quotations for InMed’s securities, reduced liquidity with respect to InMed’s securities, a determination that the InMed Common Shares are a “penny stock,” which will require brokers trading in the InMed Common Shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for the InMed Common Shares, and limited amount of news and analyst coverage of InMed. To the extent that the InMed Common Shares became eligible to trade on the OTC Bulletin Board, another over-the-counter quotation system, or on the pink sheets, an investor may find it more difficult to dispose of their InMed Common Shares or obtain accurate quotations as to the market value of the InMed Common Shares.

Furthermore, the National Securities Markets Improvement Act of 1996, which is a U.S. federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because the InMed Common Shares are currently listed on The Nasdaq Capital Market, such securities will be deemed covered securities. Although the states will be preempted from regulating the sale of InMed’s securities, the federal statute does allow states to investigate companies if there is a suspicion of fraud and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. Additionally, if InMed were no longer listed on The Nasdaq Capital Market, InMed’s securities would not be covered securities and InMed would be subject to regulations in each state in which InMed offers InMed’s securities.

If InMed has difficulty enrolling patients in clinical trials, the completion of the trials may be delayed or cancelled.

As InMed’s Product Candidates advance from preclinical testing to clinical testing, and then through progressively larger and more complex clinical trials, InMed will need to enroll an increasing number of patients that meet the eligibility criteria for those trials. The factors that affect InMed’s ability to enroll patients are largely uncontrollable and include, but are not limited to, the following:

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As a result of the foregoing factors, InMed may have difficulty enrolling or maintaining the enrollment of patients in any clinical trials conducted for InMed’s products, which may result in the delay or cancellation of such trials. The delay or cancellation of any clinical trials could shorten any periods during which InMed may have the exclusive right to commercialize InMed’s Product Candidates or allow InMed’s competitors to bring products to market before InMed, which would impair InMed’s ability to successfully commercialize InMed’s Product Candidates and may harm InMed’s financial condition, results of operations and prospects.

If clinical trials of InMed’s Product Candidates fail to demonstrate safety and efficacy to the satisfaction of regulatory authorities or do not otherwise produce positive results, InMed would incur additional costs or experience delays in completing, or ultimately be unable to complete, the development and commercialization of InMed’s Product Candidates.

Before obtaining marketing approval from regulatory authorities for the sale of InMed’s Product Candidates, InMed must conduct preclinical studies in animals and extensive clinical trials in humans to demonstrate the safety and efficacy of the Product Candidates. Clinical testing is expensive and difficult to design and implement, can take many years to complete and has uncertain outcomes. The outcome of preclinical studies and early clinical trials may not predict the success of later clinical trials and interim results of a clinical trial do not necessarily predict final results. A number of companies in the pharmaceutical and biotechnology industries have suffered significant setbacks in advanced clinical trials due to lack of efficacy or unacceptable safety profiles, notwithstanding promising results in earlier trials. InMed does not know whether the clinical trials InMed may conduct will demonstrate adequate efficacy and safety to result in regulatory approval to market any of InMed’s Product Candidates in any jurisdiction. A product candidate may fail for safety or efficacy reasons at any stage of the testing process. A major risk InMed faces is the possibility that none of InMed’s Product Candidates under development will successfully gain market approval from the FDA or other regulatory authorities, resulting in InMed being unable to derive any commercial revenue from them after investing significant amounts of capital in multiple stages of preclinical and clinical testing.

If InMed experiences delays in clinical testing, InMed will be delayed in commercializing InMed’s Product Candidates, and InMed’s business may be substantially harmed.

InMed cannot predict whether any clinical trials will begin as planned, will need to be restructured, or will be completed on schedule, or at all. InMed’s product development costs will increase if InMed experiences delays in clinical testing. Significant clinical trial delays could shorten any periods during which InMed may have the exclusive right to commercialize InMed’s Product Candidates or allow InMed’s competitors to bring products to market before InMed, which would impair InMed’s ability to successfully commercialize InMed’s Product Candidates and may harm InMed’s financial condition, results of operations and prospects. The commencement and completion of clinical trials for InMed’s products may be delayed for a number of reasons, including delays related, but not limited, to:

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InMed’s product development costs will increase if InMed experiences delays in testing or approval or if InMed needs to perform more or larger clinical trials than planned. Additionally, changes in regulatory requirements and policies may occur, and InMed may need to amend study protocols to reflect these changes. Amendments may require InMed to resubmit InMed’s study protocols to regulatory authorities or IRBs or ethics committees for re-examination, which may impact the cost, timing or successful completion of that trial. Delays or increased product development costs may have a material adverse effect on InMed’s business, financial condition and prospects.

InMed’s IntegraSyn manufacturing approach may prove unsuccessful in achieving yields and/or cost levels required to be economically competitive with alternative methods of manufacturing.

Given the early stage of development of the IntegraSyn program and the risks inherent in research and development, it is too early to project the commercial viability of cannabinoids produced via this process. Potential negative outcomes from this program include but are not limited to:

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Negative results from clinical trials or studies of others and adverse safety events involving the targets of InMed’s products may have an adverse impact on InMed’s future commercialization efforts.

From time to time, studies or clinical trials on various aspects of pharmaceutical products are conducted by academic researchers, competitors or others. The results of these studies or trials, when published, may have a significant effect on the market for the pharmaceutical product that is the subject of the study. The publication of negative results of studies or clinical trials or adverse safety events related to InMed’s Product Candidates, or the therapeutic areas in which InMed’s Product Candidates compete, could adversely affect the price of the InMed Common Shares and InMed’s ability to finance future development of InMed’s Product Candidates, and InMed’s business and financial results could be materially and adversely affected.

InMed intends to expend InMed’s limited resources to pursue InMed’s Product Candidates for certain indications and may fail to capitalize on other Product Candidates or other indications for InMed’s Product Candidates that may be more profitable or for which there is a greater likelihood of success.

Because InMed has limited financial and managerial resources, InMed is focusing on research programs relating to InMed’s Product Candidates for certain indications, primarily for the treatment of Epidermolysis Bullosa, which concentrates the risk of product failure in the event InMed’s Product Candidates prove to be unsafe or ineffective or inadequate for clinical development or commercialization. As a result, InMed may forego or delay pursuit of opportunities with other Product Candidates or for other indications that could later prove to have greater commercial potential. InMed may also deem it advisable to refocus InMed’s clinical development programs based on clinical trial results.

The regulatory approval processes of the FDA, HC, the European Medicines Agency (“EMA”) and other comparable foreign regulatory authorities are lengthy, time-consuming and inherently unpredictable, and if InMed is ultimately unable to obtain regulatory approval for InMed’s Product Candidates, InMed’s business will be substantially harmed.

InMed is not permitted to market InMed’s Product Candidates in any jurisdiction until InMed receives formal approval from the appropriate regulatory authorities. For example, prior to submitting a new drug application (an “NDA”) to the FDA or a marketing authorization application (an “MAA”) to the EMA for approval of InMed’s Product Candidates, InMed will need to complete InMed’s preclinical studies and clinical trials. Successfully completing InMed’s clinical program and obtaining approval of an application seeking commercialization approval is a complex, lengthy, expensive and uncertain process, and the regulatory authorities may delay, limit or deny approval of InMed’s Product Candidates for many reasons, including, among others, because:

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In the United States, InMed’s activities are potentially subject to additional regulation by various federal, state and local authorities in addition to the FDA, including, among others, the Centers for Medicare and Medicaid Services (“CMS”), other divisions of the United States Department of Health and Human Services (“HHS”; for example, the Office of Inspector General), the Department of Justice (“DOJ”), and individual United States Attorney offices within the DOJ, and state and local governments. Because of the breadth of these laws and the narrowness of available statutory and regulatory exemptions, it is possible that some of InMed’s business activities could be subject to challenge under one or more of such laws. If InMed’s operations are found to be in violation of any of the federal and state laws described above or any other governmental regulations that apply to InMed, InMed may be subject to penalties, including criminal and significant civil monetary penalties, damages, fines, imprisonment, exclusion from participation in government programs, injunctions, recall or seizure of products, total or partial suspension of production, denial or withdrawal of pre-marketing product approvals, private “qui tam” actions brought by individual whistleblowers in the name of the government or refusal to allow InMed to enter into supply contracts, including government contracts, and the curtailment or restructuring of InMed’s operations, any of which could adversely affect InMed’s ability to operate InMed’s business and InMed’s results of operations. To the extent that any of InMed’s products are sold in a foreign country, InMed may be subject to similar foreign laws and regulations, which may include, for instance, applicable post-marketing requirements, including safety surveillance, anti-fraud and abuse laws, and implementation of corporate compliance programs and reporting of payments or transfers of value to healthcare professionals.

Any of these factors, many of which are beyond InMed’s control, could increase development costs, jeopardize InMed’s ability to obtain regulatory approval for and successfully market InMed’s Product Candidates and generate product revenue.

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InMed intends to conduct clinical trials for InMed’s Product Candidates in several international jurisdictions, and acceptance by all regulatory authorities for such “international” data is not certain.

InMed intends to conduct clinical trials for InMed’s Product Candidates both inside and outside the United States. To date, all of InMed’s clinical development has been conducted outside of the United States. Ultimately, InMed plans to submit NDAs for InMed’s Product Candidates to the FDA and other regulatory authorities upon completion of all requisite clinical trials. As an example, although the FDA may accept data from clinical trials conducted outside the United States, acceptance of such study data by the FDA is subject to certain conditions. For example, the clinical trial must be conducted in accordance with FDA regulations governing human subject protection and the conduct of clinical trials, which are referred to as “Good Clinical Practice” requirements and the FDA must be able to validate the data from the clinical trial through an onsite inspection if it deems such inspection necessary. Where data from foreign clinical trials are intended to serve as the sole basis for marketing approval in the United States, the FDA will not approve the application on the basis of foreign data alone unless those data are considered applicable to the U.S. patient population and U.S. medical practice, the clinical trials were performed by clinical investigators of recognized competence, and the data is considered valid without the need for an on-site inspection by the FDA or, if the FDA considers such an inspection to be necessary, the FDA is able to validate the data through an on-site inspection or other appropriate means. In addition, such clinical trials would be subject to the applicable local laws of the foreign jurisdictions where the clinical trials are conducted. There can be no assurance the FDA or any other regulatory authorities will accept data from clinical trials conducted outside of the United States or other international jurisdictions. If the FDA or any other regulatory authorities do not accept any such data, it would likely result in the need for additional clinical trials, which would be costly and time-consuming and delay aspects of InMed’s development plan.

In addition, the conduct of clinical trials outside the United States could have a significant impact on InMed. Risks inherent in conducting international clinical trials include:

InMed’s Product Candidates contain compounds that may be classified as “controlled substances,” the use of which may generate public controversy and restrict their development or commercialization.

If a drug has a potential for abuse, the NDA or other regulatory submission must include a description and analysis of studies or information related to abuse of the drug, including a proposal for scheduling (for example, in the U.S. under the federal Controlled Substances Act). A description of any studies related to overdosage is also required, including information on dialysis, antidotes, or other treatments, if known. While InMed believes there would be relatively minimal abuse potential with InMed’s Product Candidates given the low drug concentration and topical route of administration, InMed could be incorrect or they may be perceived as having the potential for substance abuse. In either case, there may be a negative effect on InMed’s ability to successfully develop or commercialize InMed’s Product Candidates. Since InMed’s Product Candidates contain purified substances that are chemically identical to those occurring in nature, they may, therefore, be classified as “controlled substances,” and their regulatory approval may generate public controversy. Political and social pressures and adverse publicity could lead to delays in approval of, and increased expenses for, InMed’s Product Candidates. These pressures could also limit or restrict the introduction and marketing of InMed’s Product

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Candidates. Despite the fact that InMed’s active pharmaceutical ingredients (“APIs”), which are the ingredients that give medicines their effects, are synthetically made and, therefore, InMed has no interaction with the Cannabis plant, adverse publicity from Cannabis misuse or adverse side effects from Cannabis or other cannabinoid products may adversely affect the commercial success or market penetration achievable for InMed’s Product Candidates. The nature of InMed’s business attracts a high level of public and media interest, and in the event of any resultant adverse publicity, InMed’s reputation may be harmed. Furthermore, if InMed’s Product Candidates are classified as “controlled substances,” they may be subject to import/export and research restrictions that could delay or prevent the development of InMed’s products in various geographical jurisdictions. The successful commercialization of InMed’s Product Candidates may require permits or approvals from regulatory bodies, such as the DEA, that regulate controlled substances.

If any of InMed’s Product Candidates receives marketing approval and InMed or others later identify undesirable side effects caused by the Product Candidate, InMed’s ability to market and derive revenue from the product candidates could be compromised.

In the event that any of InMed’s Product Candidates receive regulatory approval and InMed or others identify undesirable side effects caused by one of InMed’s products, any of the following adverse events could occur, which could result in the loss of significant revenue to InMed and materially and adversely affect InMed’s results of operations and business: (i) regulatory authorities may withdraw their approval of the product or seize the product; (ii) InMed may be required to recall the product or change the way the product is administered to patients; (iii) additional restrictions may be imposed on the marketing of the particular product or the manufacturing processes for the product or any component thereof; (iv) InMed may be subject to fines, injunctions or the imposition of civil or criminal penalties; (v) regulatory authorities may require the addition of labeling statements, such as a “black box” warning or a contraindication; (vi) InMed may be required to create a Medication Guide outlining the risks of such side effects for distribution to patients; (vii) InMed could be sued and held liable for harm caused to patients; (viii) the product may become less competitive; and (ix) InMed’s reputation being harmed.

Research restrictions, product shipment delays or prohibitions could have a material adverse effect on InMed’s business, results of operations and financial condition.

Research on and the shipment, import and export of InMed’s Product Candidates and the API used in InMed’s Product Candidates will require research permits, import and export licenses by many different authorities. For instance, in the United States, the FDA, U.S. Customs and Border Protection, and the DEA; in Canada, the Canada Border Services Agency, and HC; in Europe, the EMA and the European Commission; in Australia and New Zealand, the Australian Customs and Border Protection Service, the Therapeutic Goods Administration, the New Zealand Medicines and Medical Device Safety Authority and the New Zealand Customs Service; and in other countries, similar regulatory authorities, regulate the research on and import and export of pharmaceutical products that contain controlled substances. Specifically, the import and export process requires the issuance of import and export licenses by the relevant controlled substance authority in both the importing and exporting country. InMed may not be granted, or if granted, maintain, such licenses from the authorities in certain countries. Even if InMed obtains the relevant licenses, shipments of API and InMed’s Product Candidates may be held up in transit, which could cause significant delays and may lead to product batches being stored outside required temperature ranges. Inappropriate storage may damage the product shipment resulting in delays in clinical trials or, upon commercialization, a partial or total loss of revenue from one or more shipments of API or InMed’s Product Candidates. Once shipment is complete, InMed or the research contractors InMed is working with may also suffer further delays or restrictions as a result of regulations governing research on cannabinoids. A delay in a clinical trial or, upon commercialization, a partial or total loss of revenue from one or more shipments of API or InMed’s Product Candidates could have a material adverse effect on InMed’s business, results of operations and financial condition. The aforementioned examples and lists of various authorities that may currently, or in the future, affect InMed’s ability to conduct research on or import

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or export InMed’s Product Candidates and/or API, should not be construed as exhaustive or comprehensive in any way.

Healthcare legislation, including potentially unfavorable pricing regulations or other healthcare reform initiatives, may increase the difficulty and cost for InMed to obtain marketing approval of and commercialize InMed’s Product Candidates.

Particularly in the United States but also in other jurisdictions, there have been a number of legislative and regulatory changes and proposed changes in recent years regarding the healthcare system that could prevent or delay marketing approval of InMed’s Product Candidates, restrict or regulate post-approval activities or affect InMed’s ability to profitably sell any Product Candidates for which InMed obtains marketing approval. Healthcare reform measures that have been and may be adopted in the future may result in more rigorous coverage criteria, new payment methodologies and additional downward pressure on the price that InMed receives for any approved product, and could seriously harm InMed’s future revenue. Any reduction in reimbursement from Medicare or other government programs may result in a similar reduction in payments from private payors. The implementation of cost containment measures or other healthcare reforms may compromise InMed’s ability to generate revenue, attain profitability or commercialize InMed’s products.

Any Product Candidates InMed develops may become subject to unfavorable pricing regulations, third-party reimbursement practices or healthcare reform initiatives, thereby materially and adversely impacting InMed’s business.

The regulations that govern marketing approvals, pricing and reimbursement for new drugs vary widely from country to country. Some countries require approval of the sale price of a drug before it can be marketed. In many countries, the pricing review period begins after marketing or product licensing approval is granted. In some foreign markets, drug pricing remains subject to continuing governmental control even after initial approval is granted. Although InMed intends to monitor these regulations, InMed’s programs are currently in the early stages of development and InMed will not be able to assess the impact of price regulations for a number of years. As a result, InMed might obtain regulatory approval for a product in a particular country, but then be subject to price regulations that delay InMed’s commercial launch of the product and negatively impact the revenues InMed is able to generate from the sale of the product in that country.

InMed’s ability to commercialize any products also will depend in part on the extent to which reimbursement for these products and related treatments will be available from government health administration authorities, private health insurers and other organizations. Even if InMed succeeds in bringing one or more products to the market, these products may not be considered cost-effective, and the amount reimbursed for any products may be insufficient to allow InMed to sell InMed’s products on a competitive basis. Because InMed’s programs are in the early stages of development, InMed is unable at this time to determine their cost effectiveness or the likely level or method of reimbursement. Increasingly, the third-party payors who reimburse patients or healthcare providers, such as government and private insurance plans, are requiring that drug companies provide them with predetermined discounts from list prices and are seeking to reduce the prices charged or the amounts reimbursed for pharmaceutical products. If the price InMed is able to charge for any products InMed develops, or the reimbursement provided for such products, is inadequate in light of InMed’s development and other costs, InMed’s return on investment could be adversely affected.

Increased scrutiny on drug pricing or changes in pricing regulations could restrict the amount that InMed is able to charge for InMed’s Product Candidates, which could adversely affect InMed’s revenue and results of operations.

Drug pricing by pharmaceutical companies is currently under increased scrutiny and is expected to continue to be the subject of intense political and public debate in the United States and other jurisdictions. Specifically, there have been several recent U.S. Congressional inquiries and hearings with respect to pharmaceutical drug

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pricing practices, including in connection with the investigation of specific price increases by several pharmaceutical companies. Additionally, several states have recently passed laws designed to, among other things, bring more transparency to drug pricing, and other states may pursue similar initiatives in the future. InMed cannot predict the extent to which InMed’s business may be affected by these or other potential future legislative or regulatory developments. However, increased scrutiny on drug pricing, negative publicity related to the pricing of pharmaceutical drugs generally, or changes in pricing regulations could restrict the amount that InMed is able to charge for InMed’s Product Candidates, which could have a material adverse effect on InMed’s revenue and results of operations.

Negative publicity may adversely affect InMed and InMed’s business.

Media coverage and public statements that insinuate improper actions by InMed, regardless of their factual accuracy or truthfulness, may result in negative publicity, litigation or governmental investigations by regulators. Addressing negative publicity and any resulting litigation or investigations may distract management, increase costs and divert resources. Negative publicity may have an adverse impact on InMed’s reputation and the morale of InMed’s employees, which could have a material adverse effect on InMed’s business, financial condition, results of operations and cash flows.

Even if InMed is able to commercialize InMed’s Product Candidates, they may not receive coverage and adequate reimbursement from third-party payors, which could harm InMed’s business.

The availability of reimbursement by governmental and private payors is essential for most patients to be able to afford their treatments. Sales of InMed’s Product Candidates, if approved, will depend substantially on the extent to which the costs of these Product Candidates will be paid by health maintenance, managed care, pharmacy benefit and similar healthcare management organizations, or reimbursed by government health administration authorities, private health coverage insurers and other third-party payors. If reimbursement is not available, or is available only to limited levels, InMed may not be able to successfully commercialize InMed’s Product Candidates. Even if coverage is provided, the approved reimbursement amount may not be high enough to allow InMed to establish or maintain pricing sufficient to realize a sufficient return on InMed’s investment. In the United States, the Medicare Modernization Act established the Medicare Part D program and provided authority for limiting the number of drugs that will be covered in any therapeutic class thereunder. The Medicare Modernization Act, including its cost reduction initiatives, could decrease the coverage available for any of InMed’s approved products. Furthermore, private payors often follow Medicare in setting their own coverage policies. Therefore, any reduction in coverage that results from the Medicare Modernization Act may result in a similar reduction from private payors.

There is significant uncertainty related to the insurance coverage and reimbursement of newly approved products. In the United States, the principal decisions about reimbursement for new medicines are typically made by CMS, an agency within the HHS, as CMS decides whether and to what extent a new medicine will be covered and reimbursed under Medicare. Private payors tend to follow CMS to a substantial degree.

The intended use of a drug product by a physician can also affect pricing. For example, CMS could initiate a National Coverage Determination administrative procedure, by which the agency determines which uses of a therapeutic product would and would not be reimbursable under Medicare. This determination process can be lengthy, thereby creating a long period during which the future reimbursement for a particular product may be uncertain.

Outside the United States, particularly in EU member states, the pricing of prescription drugs is subject to governmental control. In these countries, pricing negotiations or the successful completion of Health Technology Assessment procedures with governmental authorities can take considerable time after receipt of marketing authorization for a product. In addition, there can be considerable pressure by governments and other stakeholders on prices and reimbursement levels, including as part of cost containment measures. Certain

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countries allow companies to fix their own prices for medicines but monitor and control company profits. Political, economic and regulatory developments may further complicate pricing negotiations, and pricing negotiations may continue after reimbursement has been obtained. Reference pricing used by various EU member states and parallel distribution, or arbitrage between low-priced and high-priced EU member states, can further reduce net realized prices. In some countries, InMed or InMed’s collaborators may be required to conduct a clinical trial or other studies that compare the cost-effectiveness of InMed’s Product Candidates to other available therapies in order to obtain or maintain reimbursement or pricing approval. Publication of discounts by third-party payors or authorities may lead to further pressure on the prices or reimbursement levels within the country of publication and other countries. If reimbursement of any product candidate approved for marketing is unavailable or limited in scope or amount, or if pricing is set at unsatisfactory levels, InMed’s business, financial condition, results of operations or prospects could be adversely affected.

InMed’s relationships with customers and third-party payors will be subject to applicable anti-kickback, fraud and abuse, federal exclusion or debarment, and other healthcare laws and regulations, which could expose InMed to criminal sanctions, civil penalties, contractual damages, reputational harm and diminished profits and future earnings.

Healthcare providers, physicians and third-party payors play a primary role in the recommendation and prescription of any Product Candidates for which InMed obtains marketing approval. InMed’s future arrangements with third-party payors and customers may expose InMed to broadly applicable fraud and abuse and other healthcare laws and regulations that may constrain the business or financial arrangements and relationships through which InMed markets, sells and distributes InMed’s products for which InMed obtains marketing approval. As a pharmaceutical company, even though InMed does not and will not control referrals of healthcare services or bill directly to Medicare, Medicaid or other third-party payors, certain federal and state healthcare laws and regulations pertaining to fraud and abuse and patients’ rights are and will be applicable to InMed’s business. Restrictions under applicable federal and state healthcare laws and regulations that may affect InMed’s ability to operate include the following:

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Comparable laws and regulations exist in the countries within the European Economic Area. Although such laws are partially based upon EU law, they may vary from country to country. Healthcare specific, as well as general EU and national laws, regulations and industry codes constrain, for example, InMed’s interactions with government officials and healthcare professionals, and the collection and processing of personal health data. Noncompliance with any of these laws or regulations could lead to criminal or civil liability.

Efforts to ensure that InMed’s business arrangements with third parties will comply with applicable healthcare laws and regulations will involve substantial costs. It is possible that governmental authorities will conclude that InMed’s business practices may not comply with current or future statutes, regulations or case law involving applicable fraud and abuse or other healthcare laws and regulations. If InMed’s operations are found to be in violation of any of these laws or any other governmental regulations that may apply to InMed, InMed may be subject to significant civil, criminal and administrative penalties, damages, fines, imprisonment, exclusion from government funded healthcare programs, such as Medicare and Medicaid, and the curtailment or restructuring of InMed’s operations. If any physicians or other healthcare providers or entities with whom InMed expects to do business are found to not be in compliance with applicable laws, they may be subject to criminal, civil or administrative sanctions, including exclusions from government funded healthcare programs.

Failure to comply with the U.S. Foreign Corrupt Practices Act (the “FCPA”), the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”), and other global anti-corruption and anti-bribery laws could subject InMed to penalties and other adverse consequences.

The FCPA and the CFPOA, as well as any other applicable domestic or foreign anti-corruption or anti-bribery laws to which InMed is or may become subject generally prohibit corporations and individuals from engaging in certain activities to obtain or retain business or to influence a person working in an official capacity and require companies to maintain accurate books and records and internal controls, including at foreign-controlled subsidiaries. It is illegal to pay, offer to pay or authorize the payment of anything of value to any foreign government official, government staff member, political party or political candidate in an attempt to obtain or retain business or to otherwise influence a person working in an official capacity. Compliance with these anti-corruption laws and anti-bribery laws may be expensive and difficult, particularly in countries in which corruption is a recognized problem. In addition, these laws present particular challenges in the pharmaceutical industry, because, in many countries, hospitals are operated by the government, and physicians and other hospital employees are considered to be foreign officials. Certain payments by other companies to hospitals in connection with clinical trials and other work have been deemed to be improper payments to governmental officials and have led to FCPA enforcement actions.

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InMed’s internal control policies and procedures may not protect InMed from reckless or negligent acts committed by InMed’s employees, future distributors, licensees or agents. InMed can make no assurance that they will not engage in prohibited conduct, and InMed may be held liable for their acts under applicable anti-corruption and anti-bribery laws. Noncompliance with these laws could subject InMed to investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension or debarment from contracting with certain persons, the loss of export privileges, whistleblower complaints, reputational harm, adverse media coverage, and other collateral consequences. Any investigations, actions or sanctions or other previously mentioned harm could have a material negative effect on InMed’s business, operating results and financial condition.

Any change in export or import controls, anti-corruption laws, economic sanctions or related legislation, or change in the countries, governments, persons, or technologies targeted by such restrictions or legislation, could result in decreased use of InMed’s products by customers or in InMed’s decreased ability to offer InMed’s products internationally, which would harm InMed’s business, operating results and financial condition. Furthermore, failure to comply with export or import controls or with anti-corruption or economic sanctions laws may expose InMed to government investigations, more onerous compliance requirements and significant penalties, which could harm InMed’s business, operating results and financial condition. In addition, responding to any action will likely result in a significant diversion of management’s attention and resources and an increase in professional fees. Enforcement actions and sanctions could harm InMed’s business, operating results and financial condition.

From time to time, including InMed’s ongoing matter with a third party licensor, InMed may be subject to legal proceedings, disputes, claims and administrative proceedings that arise in the ordinary course of InMed’s business activities that could cause InMed to incur significant expenses, divert InMed’s management’s attention, and materially harm InMed’s business, financial condition, and operating results.

InMed currently is, or in the future may be, involved in legal proceedings that from time to time may arise from the operation of InMed’s business and, as such, InMed could incur substantial judgments, fines, legal fees, or other costs. From time to time, InMed may be the subject of complaints or litigation from customers, employees, vendors, or other third parties for various actions. InMed also may be involved in litigation involving claims related to breach of contract, tortious conduct, employment and labor law matters, and others. These matters could require significant judgment, and there can be no assurance that InMed’s expectations or estimates will prove correct. Certain of these matters may include speculative claims for substantial or indeterminate amounts of damages and include claims for injunctive or equitable relief. Additionally, InMed’s legal costs for any of these matters, either alone or in the aggregate, could be significant. The damages sought against InMed in these matters could be substantial. Although InMed maintains liability insurance for certain legal claims, if one or more of the claims were to greatly exceed InMed’s insurance coverage limits or if InMed’s insurance policies do not cover a claim, InMed’s expenses could increase significantly and management’s focus could be diverted away from InMed’s operations, which could have a material adverse effect on InMed’s business, financial condition, results of operations, and cash flows.

On February 15, 2021, BayMedica entered into an exclusive technology license agreement (the “Technology Agreement”) with a third party (the “Technology Licensor”) pursuant to which it agreed to license a proprietary process in the United States where it has a pending U.S. patent application in exchange for certain annual royalty payments contingent on the net sales of products made using the licensed process. On April 29, 2025, BayMedica received a letter from the Technology Licensor stating its intention to commence arbitration proceedings pursuant to the Technology Agreement, together with a Notice of Arbitration (the “Patent License Matter”). Such arbitration proceedings will be subject to final, binding and non-appealable arbitration under the Arbitration Act, 1991 (Ontario) and determined pursuant to Ontario law. In its Notice of Arbitration, the Technology Licensor takes the position that the annual royalty payments are meant to function as guaranteed annual minimum payments required to be made for the duration of the Technology Agreement regardless of net sales. The Technology Licensor seeks relief against BayMedica including (a) approximately $3.4 million in

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annual payments for the years 2022 through 2024 and (b) a declaration that BayMedica is liable to pay certain guaranteed annual minimum payments of approximately $2.3 million for the remainder of the term of the Technology Agreement. BayMedica disputes the amount owing and to be paid over the duration of the Technology Agreement. On June 1, 2026, the arbitrator issued a decision (i.e. an award) on preliminary motions brought by BayMedica, striking significant portions of the Technology Licensor’s claims, including claims for damages, declaratory relief and specific performance relating to BayMedica’s alleged breaches of its sublicensee, royalty reporting and commercialization obligations under the Technology Agreement on the basis that it was plain and obvious such claims cannot succeed. The arbitrator also denied the Technology Licensor leave to amend. As a result, the arbitration will continue on a significantly narrowed basis, with the sole remaining substantive claim being the Technology Licensor’s allegation that BayMedica is required to make annual minimum payments irrespective of royalties generated from sales of licensed products, which the arbitrator declined to dismiss as statute-barred. While InMed is not able to predict the outcome of the Patent License Matter with any certainty, an unfavorable outcome to BayMedica would have a material adverse impact on InMed’s business and financial condition. For additional information, see Note 12, Commitments and Contingencies in the Notes to InMed’s Consolidated Financial Statements for the fiscal year ended June 30, 2025 included elsewhere in this proxy statement/prospectus.

Federal legislation and actions by state and local governments may permit reimportation of drugs from/to foreign countries where the drugs are sold at lower prices than in the country of origination, which could materially adversely affect InMed’s business and financial condition.

InMed may face competition for InMed’s Product Candidates, if approved, from cheaper generics and/or cannabinoid therapies sourced from foreign countries that have placed price controls on pharmaceutical products. This is referred to as parallel importation. For instance, the Medicare Modernization Act contains provisions that may change U.S. importation laws and expand pharmacists’ and wholesalers’ ability to import cheaper versions of an approved drug and competing products from Canada, where there are government price controls. These changes to U.S. importation laws will not take effect unless and until the Secretary of HHS certifies that the changes will pose no additional risk to the public’s health and safety and will result in a significant reduction in the cost of products to consumers. The Secretary of HHS has so far declined to approve a reimportation plan. Proponents of drug reimportation, including certain state legislatures, may attempt to pass legislation that would directly allow reimportation under certain circumstances. Legislation or regulations allowing the reimportation of drugs, if enacted, could decrease the price InMed receives for any products that InMed may develop, including InMed’s Product Candidates, and adversely affect InMed’s future revenues and prospects for profitability.

InMed is dependent upon InMed’s key personnel to achieve InMed’s business objectives.

InMed depends on key personnel, the loss of any of whom could harm InMed’s business. InMed’s future performance and development will depend to a significant extent on the efforts and abilities of its executive officers, key employees, and consultants. The loss of the services of one or more of these individuals could harm InMed’s business. InMed’s success will depend largely on InMed’s continuing ability to attract, develop and retain skilled employees and consultants in InMed’s business. Because of the specialized scientific and managerial nature of InMed’s business, InMed relies heavily on InMed’s ability to attract and retain qualified scientific, technical and managerial personnel. The competition for qualified personnel in InMed’s field is intense. Due to this intense competition, InMed may be unable to continue to attract and retain qualified personnel necessary for the development of InMed’s business or to recruit suitable replacement personnel. Any delay in replacing such persons, or an inability to replace them with persons of similar expertise, would have a material adverse effect on InMed’s business, financial condition and results of operations.

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InMed’s employees may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements, which could subject InMed to significant liability and harm InMed’s reputation.

InMed is exposed to the risk of employee fraud or other misconduct. Misconduct by employees could include intentional failures to comply with regulations of domestic or foreign regulatory authorities. In addition, misconduct by employees could include intentional failures to comply with certain development standards, to report financial information or data accurately, or to disclose unauthorized activities to InMed. Employee misconduct could also involve the improper use of information obtained in the course of clinical trials, which could result in regulatory sanctions and serious harm to InMed’s reputation. While prohibited, it is not always possible to identify and deter employee misconduct, and the precautions InMed takes to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting InMed from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. If any such actions are instituted against InMed, and InMed is not successful in defending itself or asserting InMed’s rights, those actions could have a significant impact on InMed’s business and results of operations, including the imposition of significant fines or other sanctions.

InMed’s internal computer systems, or those of InMed’s contractors or consultants, may fail or suffer security breaches, which could result in a material disruption of InMed’s product development programs.

Despite the implementation of cyber security measures, InMed’s internal computer systems and those of InMed’s contractors and consultants are vulnerable to damage from computer viruses, unauthorized access, natural disasters, terrorism, war and telecommunication and electrical failures. Such events could cause interruptions of InMed’s operations. For example, the loss of preclinical data or data from any future clinical trial involving InMed’s product candidates could result in delays in InMed’s development and regulatory filing efforts and significantly increase InMed’s costs. To the extent that any disruption or security breach were to result in a loss of, or damage to, InMed’s data, or inappropriate disclosure of confidential or proprietary information, InMed could incur liability and the development of InMed’s product candidates could be delayed.

InMed’s insurance may be insufficient to cover losses that may occur as a result of InMed’s operations.

InMed currently maintains directors’ and officers’ liability insurance, clinical trial insurance and property and general liability insurance and intends in the future to obtain shipping and storage insurance for Product Candidates. This insurance may not remain available to InMed or be obtainable by InMed at commercially reasonable rates, and the amount of InMed’s coverage may not be adequate to cover any liability InMed incurs. Future increases in insurance costs, coupled with the increase in deductibles, will result in higher operating costs and increased risk. If InMed were to incur substantial liability and such damages were not covered by insurance or were in excess of policy limits, or if InMed were to incur such liability at a time when InMed were not able to obtain liability insurance, InMed’s business, results of operations and financial condition could be materially adversely affected.

InMed’s insurance costs may increase significantly, InMed may be unable to obtain the same level of insurance coverage and InMed’s insurance coverage may not be adequate to cover all possible losses InMed may suffer.

InMed generally renews InMed’s insurance policies annually. If the cost of coverage becomes too high or if InMed believes certain coverage becomes inapplicable, InMed may need to reduce InMed’s policy limits, increase retention amounts or agree to certain exclusions from InMed’s coverage to reduce the premiums to an acceptable amount or to otherwise reduce coverage for certain occurrences. On the other hand, InMed may determine that InMed either does not have certain coverage that would be prudent for InMed’s business and the risks associated with InMed’s business or that InMed’s current coverages are too low to adequately cover such risks. In either event, InMed may incur additional or higher premiums for such coverage than in prior years.

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Among other factors, national security concerns, catastrophic events, pandemics such as the COVID-19 pandemic, or any changes in any applicable statutory requirement binding insurance carriers to offer certain types of coverage could also adversely affect available insurance coverage and result in, among other things, increased premiums on available coverage (which may cause InMed to elect to reduce InMed’s policy limits or not renew InMed’s coverage) and additional exclusions from coverage. As cyber incidents and threats continue to evolve, InMed may be required to expend additional, perhaps significant, resources to continue to update, modify or enhance InMed’s protective measures or to investigate and remediate any vulnerability to cyber incidents. Although InMed maintains and monitors InMed’s information technology systems and maintains coverage to indemnify InMed from losses arising from cyber-attacks, such systems and insurance coverage may not be sufficient to protect against or cover all the losses InMed may experience as a result of any cyberattacks.

InMed may suffer damage due to a casualty loss (such as fire, natural disasters, pandemics and acts of war or terrorism) or other losses, such as those related to labor, professional liability or certain actions or inactions by InMed’s management, directors, employees or others, that could severely disrupt its business or subject InMed to claims by third parties who are injured or harmed. Although InMed maintains insurance that InMed believes to be adequate, such insurance may be inadequate or unavailable to cover all the risks to which InMed’s business and assets may be exposed, including risks related to certain litigation. Should an uninsured loss (including a loss that is less than the applicable deductible or that is not covered by insurance) or loss in excess of insured limits occur, it could have a significant adverse impact on InMed’s business, results of operations or financial condition.

There may be changes in laws, regulations and guidelines which are material and detrimental to InMed’s business.

InMed’s operations are subject to a variety of laws, regulations and guidelines relating to pharmacology, cannabinoids and drug delivery, as well as laws and regulations relating to health and safety, the conduct of operations, and the protection of the environment. While, to the knowledge of InMed’s management, InMed is currently in compliance with all such laws, changes to such laws, regulations and guidelines due to matters beyond InMed’s control may cause adverse effects to InMed’s operations and financial condition. These changes may require InMed to incur substantial costs associated with legal and compliance fees and ultimately require InMed to alter InMed’s business plan. In addition, if the governments of Canada or the United States were to enact or amend laws relating to InMed’s industry, it may decrease the size of, or eliminate entirely, the market for InMed’s Product Candidates, may introduce significant new competition into the market and may otherwise potentially materially and adversely affect InMed’s business, results of operations and financial condition.

If InMed does not comply with laws regulating the protection of the environment and health and human safety, InMed’s business could be adversely affected.

The research and development that InMed carries out either directly or through third parties involves, and may in the future involve, the use of potentially hazardous materials and chemicals. InMed’s operations may produce hazardous waste products. Although InMed believes that InMed’s safety procedures for handling and disposing of these materials comply with the standards mandated by local, state and federal laws and regulations, the risk of accidental contamination or injury from these materials cannot be eliminated. If an accident occurs, InMed could be held liable for resulting damages, which could be substantial. InMed is also subject to numerous environmental, health and workplace safety laws and regulations and fire and building codes. Although InMed maintains workers’ compensation insurance as prescribed by the Province of British Columbia to cover InMed for costs and expenses InMed may incur due to injuries to InMed’s employees, this insurance may not provide adequate coverage against potential liabilities. InMed does not maintain insurance for environmental liability or toxic tort claims that may be asserted against InMed. Additional federal, state and local laws and regulations affecting InMed’s operations may be adopted in the future. InMed may incur substantial costs to comply with, and substantial fines or penalties if InMed violates, any of these laws or regulations.

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InMed’s proprietary information, or that of InMed’s customers, suppliers and business partners, may be lost or InMed may suffer security breaches.

In the ordinary course of InMed’s business, InMed may collect and store sensitive data, including intellectual property, data from preclinical studies, clinical trial data, InMed’s proprietary business information and that of InMed’s customers, suppliers and business partners, and personally identifiable information of InMed’s customers, clinical trial subjects and employees, in InMed’s data centers and on InMed’s networks. The secure processing, maintenance and transmission of this information is critical to InMed’s operations. Despite InMed’s security measures, InMed’s information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Although to InMed’s knowledge InMed has not experienced any such material security breach to date, any such breach could compromise InMed’s networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, disrupt InMed’s operations, damage to InMed’s ability to obtain patent protection for InMed’s Product Candidates, damage to InMed’s reputation, and cause a loss of confidence in InMed’s products and InMed’s ability to conduct clinical trials, which could adversely affect InMed’s business and reputation and lead to delays in gaining regulatory approvals.

InMed expects to face intense competition, often from companies with greater resources and experience than InMed has.

The pharmaceutical industry is highly competitive and subject to rapid change. The industry continues to expand and evolve as an increasing number of competitors and potential competitors enter the market. Many of these competitors and potential competitors have substantially greater financial, technological, managerial and research and development resources and experience than InMed has. Some of these competitors and potential competitors have more experience than InMed has in the development of pharmaceutical products, including validation procedures and regulatory matters. Other companies researching in the same disease areas may develop products that are competitive or superior to InMed’s Product Candidates. Other companies working in cannabinoid research may develop products targeting the same diseases that InMed is focused on that are competitive or superior to InMed’s Product Candidates. In addition, there are non-FDA approved Cannabis / cannabinoid preparations being made available from companies in the so-called “medical marijuana” industry, which may be competitive to InMed’s products. If InMed is unable to compete successfully, InMed’s commercial opportunities will be reduced and InMed’s business, results of operations and financial condition may be materially harmed.

Industry consolidation may lead to increased competition and costs, and may harm InMed’s operating results.

InMed relies on certain third parties to provide supplies and services necessary for InMed’s business. Any reduction in market participants and available suppliers and vendors, whether through transactions or consolidation, could result in fewer alternatives for sourcing key supplies and services. Such consolidation could result in a shortage of supplies and services thereby increasing the cost of such supplies and services, and potentially inhibit the ability of suppliers and vendors to deliver on time, if at all. Cost increases and delays in, or the unavailability of, critical supplies and services could have a material and adverse effect on InMed’s results of operations.

If InMed receives regulatory approvals, InMed intends to market InMed’s Product Candidates in multiple jurisdictions where InMed has limited or no operating experience and may be subject to increased business and economic risks that could affect InMed’s financial results.

If InMed receives regulatory approvals, InMed may plan to market InMed’s Product Candidates in jurisdictions where InMed has limited or no experience in marketing, developing and distributing InMed’s products. Certain markets have substantial legal and regulatory complexities that InMed may not have experience

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navigating. InMed is subject to a variety of risks inherent in doing business internationally, including risks related to the legal and regulatory environment in non-U.S. jurisdictions, including with respect to privacy and data security, trade control laws and unexpected changes in laws, regulatory requirements and enforcement, as well as risks related to fluctuations in currency exchange rates and political, social and economic instability in foreign countries. If InMed is unable to manage InMed’s international operations successfully, InMed’s financial results could be adversely affected.

Controlled substance legislation may differ in other jurisdictions and could restrict InMed’s ability to market InMed’s products internationally, which would result in increased business and economic risks that could affect InMed’s financial results.

Controlled substance legislation may differ in other jurisdictions and could restrict InMed’s ability to market InMed’s products internationally. Most countries are parties to the Single Convention on Narcotic Drugs 1961, which governs international trade and domestic control of narcotic substances, including Cannabis extracts. Countries may interpret and implement their treaty obligations in a way that creates a legal obstacle to InMed’s obtaining marketing approval for Product Candidates in those countries. These countries may not be willing or able to amend or otherwise modify their laws and regulations to permit InMed’s Product Candidates to be marketed or achieving such amendments to the laws and regulations may take a prolonged period of time. InMed would be unable to market InMed’s Product Candidates in countries with such obstacles in the near future or perhaps at all without modification to laws and regulations.

Product liability lawsuits against InMed could cause InMed to incur substantial liabilities.

InMed’s use of InMed’s Product Candidates in clinical trials and the sale of InMed’s Product Candidates, if approved, exposes InMed to the risk of product liability claims. Product liability claims might be brought against InMed by patients, healthcare providers or others selling or otherwise coming into contact with InMed’s Product Candidates. For example, InMed may be sued if any product InMed develops allegedly causes injury or is alleged to be otherwise unsuitable during product testing, manufacturing, marketing or sale. Any such product liability claims may include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product, including as a result of interactions with alcohol or other drugs, negligence, strict liability, and a breach of warranties. Claims could also be asserted under local jurisdiction consumer protection acts. If InMed becomes subject to product liability claims and cannot successfully defend itself against them, InMed could incur substantial liabilities. In addition, regardless of merit or eventual outcome, product liability claims may result in, among other things:

InMed’s current clinical trial liability insurance coverage may not be sufficient to reimburse InMed for any expenses or losses InMed may suffer. Moreover, insurance coverage is becoming increasingly expensive and, in

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the future, InMed may not be able to maintain insurance coverage at a reasonable cost or in sufficient amounts to protect InMed against losses due to liability. If InMed obtains marketing approval for InMed’s Product Candidates, InMed intends to expand InMed’s insurance coverage to include the sale of commercial products; however, InMed may be unable to obtain product liability insurance on commercially reasonable terms or in adequate amounts. Large judgments have been awarded in class action lawsuits based on drugs that had unanticipated side effects. The cost of any product liability litigation or other proceedings, even if resolved in InMed’s favor, could be substantial, particularly in light of the size of InMed’s business and financial resources. A product liability claim or series of claims brought against InMed could cause InMed’s share price to decline and, if InMed is unsuccessful in defending such a claim or claims and the resulting judgments exceed InMed’s insurance coverage, InMed’s financial condition, results of operations, business and prospects could be materially adversely affected.

Failure to protect InMed’s information technology infrastructure against cyber-based attacks, network security breaches, service interruptions, or data corruption could significantly disrupt InMed’s operations and adversely affect InMed’s business and operating results.

InMed relies on information technology, telephone networks and systems, including the internet, to process and transmit sensitive electronic information and to manage or support a variety of business processes and activities. InMed uses enterprise information technology systems to record, process and summarize financial information and results of operations for internal reporting purposes and to comply with regulatory, financial reporting, legal and tax requirements. Despite the implementation of security measures, InMed’s information technology systems, and those of InMed’s third-party contractors and consultants, are vulnerable to a cyber-attack, malicious intrusion, breakdown, destruction, loss of data privacy or other significant disruption. Any such successful attacks could result in the theft of intellectual property or other misappropriation of assets, or otherwise compromise InMed’s confidential or proprietary information and disrupt InMed’s operations. Cyber-attacks are becoming more sophisticated and frequent, and InMed’s systems could be the target of malware and other cyber-attacks. InMed has invested in InMed’s systems and the protection of InMed’s data to reduce the risk of an intrusion or interruption, and InMed monitors InMed’s systems on an ongoing basis for any current or potential threats. Nonetheless, InMed’s computer systems are subject to penetration and InMed’s data protection measures may not prevent unauthorized access. InMed can give no assurances that these measures and efforts will prevent interruptions or breakdowns. If InMed is unable to detect or prevent a security breach or cyber-attack or other disruption from occurring, then InMed could incur losses or damage to InMed’s data, or inappropriate disclosure of InMed’s confidential information or that of others; and InMed could sustain damage to InMed’s reputation, suffer disruptions to InMed’s research and development and incur increased operating costs including increased cybersecurity and other insurance premiums, costs to mitigate any damage caused and protect against future damage, and be exposed to additional regulatory scrutiny or penalties and to civil litigation and possible financial liability. For instance, the loss of preclinical or clinical data could result in delays in InMed’s development and regulatory filing efforts and significantly increase InMed’s costs.

Certain macroeconomic and geopolitical conditions, which are outside of InMed’s control, as well as the evolution of methods and techniques used by bad actors, may also make InMed more susceptible to a cybersecurity attack. For example, tensions between Russia and several western nations (and their respective allies) in connection with the Russia-Ukraine War could result in retaliatory actions being undertaken by supporters of Russia, including in the form of espionage, phishing campaigns and other forms of cyber-attacks. Moreover, pro-Russian ransomware cybercriminals and gangs have previously publicly threatened to augment their hacking efforts in response to the implementation of sanctions and other responsive actions taken by western countries (and their allies). Increasing costs associated with information security, such as increased investment in technology, the cost of compliance and costs resulting from consumer fraud could cause InMed’s business and results of operations to suffer materially. Likewise, within a few hours of the commencement of the Hamas-Israel conflict, activist hackers commenced cyberattacks against both Israeli and Palestinian websites, and in a short period, had targeted dozens of government websites and media outlets. Such cyber-intrusions included

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Distributed Denial-of-Service (i.e., DDoS) attacks, attempts to overload websites with ‘junk’ traffic and ultimately bring down the site.

The methods and techniques used by cyber threat actors to gain entry into InMed’s network and access InMed’s computer systems, software and data will become more advanced with the use of artificial intelligence (“AI”) and may become increasingly difficult or impossible to detect and prevent. As these threats continue to evolve, InMed may be required to invest significant additional resources to modify and enhance InMed’s information security and controls or to investigate and remediate any security vulnerabilities. While InMed’s technology infrastructure is designed to safeguard and protect personal and business information, InMed has limited ability to monitor the implementation of similar safeguards by InMed’s vendors.

Any cyberattack, unauthorized intrusion, malicious software infiltration, network disruption, corruption of data, misuse or theft of private or other sensitive information, or inadvertent acts by InMed’s own employees, could result in the disclosure or misuse of confidential or proprietary information, which could have a material adverse effect on InMed’s business operations or that of InMed’s clients. If InMed experiences a significant data security breach, fails to detect and appropriately respond to a significant data security breach, or fails to comply with the various cybersecurity regulations, including the California Consumer Privacy Act and the California Privacy Rights Act in the United States, InMed could be exposed to government enforcement actions and private litigation. These losses may exceed InMed’s insurance coverage for such incidents. In addition, InMed’s employees and clients could lose confidence in InMed’s ability to protect their personal and proprietary information, which could cause them to terminate their relationships with InMed. Any loss of confidence arising from a significant data security breach could hurt InMed’s reputation, further damaging InMed’s business.

InMed’s failure to comply with data protection laws and regulations could lead to government enforcement actions and significant penalties against InMed, and adversely impact InMed’s operating results.

InMed is subject to various domestic and international data protection laws and regulations (i.e., laws and regulations that address privacy and data security). The legislative and regulatory landscape for data protection continues to evolve, and in recent years there has been an increasing focus on privacy and data security issues. Numerous laws, including data breach notification laws, health information privacy laws and consumer protection laws, govern the collection, use and disclosure of health-related and other personal information. In addition, InMed may obtain health information from third parties (e.g., healthcare providers who prescribe InMed’s products) that are subject to privacy and security requirements under HIPAA regulations.

EU member states, Australia and other countries have also adopted data protection laws and regulations, which impose significant compliance obligations. For example, the collection and use of personal data in the EU is governed by the provisions of the General Data Protection Regulation (“GDPR”). The GDPR and the national implementing legislation of the EU member states impose strict obligations and restrictions on the ability to collect, analyze and transfer personal data, including health data from clinical trials and adverse event reporting. In particular, these obligations and restrictions concern the consent of the individuals to whom the personal data relates, the information provided to the individuals, the rights of individuals to control personal data and the security and confidentiality of the personal data. The related UK GDPR and the UK Data Protection Act of 2018, which ensures that the United Kingdom has in effect the same high standards for data protection in place as under the GDPR, impose stringent operational requirements in the United Kingdom (including through restrictions on processing of personal data and cross-border transfers of personal data, and mandatory breach reporting to regulators and, under certain circumstances, to the individuals whose personal data was compromised in the breach). In addition, the Australian Privacy Act 1988 (Cth), and other laws in the states and territories in Australia where InMed conducts certain of InMed’s clinical trials, apply similar restrictions on InMed’s ability to collect, analyze and transfer medical records and other patient data.

Other new laws and regulations are rapidly coming into effect while existing legislation is quickly evolving. In the United States, the SEC adopted new rules requiring public companies to disclose information about a

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material cybersecurity incident, including any breach of personal data, within four business days of determining that it has experienced a material cybersecurity incident. Likewise, among other things, several privacy laws in the United States came into effect in 2023, including in California, Virginia, Colorado, Connecticut and Utah, and new state privacy laws that came into effect in 2024, including in Montana, Oregon and Texas, all of which give new data privacy rights to their respective residents and impose significant obligations on controllers and processors of consumer data.

There is additionally increasing U.S. and foreign activity in the regulation of AI, and other similar uses of technology. For example, in Europe, the Artificial Intelligence Act was passed, which imposes onerous and substantial obligations related to the use of AI-related systems. Additionally, several states and localities in the United States have enacted measures related to the use of AI and machine learning in products and services. Among other recent developments, in October 2023, the President of the United States issued an executive order on the Safe, Secure and Trustworthy Development and Use of AI, emphasizing the need for transparency, accountability and fairness in the development and use of AI tools, and AI is the subject of evolving review by various governmental and regulatory agencies, including the SEC and the Federal Trade Commission. Depending on how these AI laws and regulations are interpreted, and to the extent that InMed’s business practices, products and services utilize AI, InMed could be subject to, and need to comply with, such obligations. Moreover, InMed’s development and use of AI, and the uncertain regulatory environment, could result in reputational harm, liability or other material and adverse consequences to InMed’s financial condition and business operations. The introduction of AI technologies into new or existing products may also result in new or enhanced governmental or regulatory scrutiny, litigation, confidentiality or security risks, ethical concerns, or other complications that could adversely affect InMed’s business, reputation, or financial results. The intellectual property ownership and license rights, including copyright, surrounding AI technologies have not been fully addressed by courts or national or local laws or regulations, and the use or adoption of third-party AI technologies into InMed’s products and services may result in exposure to claims of copyright infringement or other intellectual property misappropriation. Uncertainty around new and emerging AI technologies, such as generative AI, may require additional investment in the development and maintenance of proprietary datasets and machine learning models, development of new approaches and processes to provide attribution or remuneration to creators of training data, and development of appropriate protections and safeguards for handling the use of customer data with AI technologies, which may be costly and could impact InMed’s expenses if InMed decides to expand generative AI into InMed’s product offerings. AI technologies, including generative AI, may create content that appears correct but is factually inaccurate or flawed. InMed’s customers or others may rely on or use this flawed content to their detriment, which may expose InMed to brand or reputational harm, competitive harm, and/or legal liability. The use of AI technologies presents emerging ethical and social issues, and if InMed enables or offers solutions that draw scrutiny or controversy due to their perceived or actual impact on customers or on society as a whole, InMed may experience brand or reputational harm, competitive harm, and/or legal liability. Existing privacy-related laws and regulations in the United States and other countries are evolving and are subject to potentially differing interpretations, and various U.S. federal and state or other international legislative and regulatory bodies may expand or enact laws regarding privacy and data security-related matters. Due to the fact that privacy and information security laws and regulations are subject to change from time to time, InMed’s compliance with them may result in cost increases due to necessary systems changes and the development of new processes. Any new or modified laws and regulations may require that InMed modify InMed’s data processing practices and policies, and incur substantial costs and expenses in an effort to comply with such laws and regulations. These laws are complex and there is no ubiquitous approach to maintaining compliance. Requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another or may conflict with other rules or InMed’s practices. If InMed fails to comply with any of these laws and regulations, InMed could be subjected to legal risk and other adverse effects to InMed’s business and operations.

A claim or series of claims brought against InMed alleging a failure to comply with these laws, or changes in the way in which these laws are implemented, could lead to government enforcement actions and significant penalties against InMed, and adversely impact InMed’s operating results and could cause InMed’s share price to decline and, if InMed is unsuccessful in defending such a claim or claims and the resulting judgments exceed

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InMed’s insurance coverage, InMed’s financial condition, results of operations, business and prospects could be materially adversely affected.

InMed’s results of operations could be materially and adversely affected if InMed cannot keep pace with technological changes impacting the development of InMed’s products and implementation of InMed’s business needs, including with respect to automation and the use of AI.

InMed’s success depends on InMed’s ability to keep pace with rapid technological changes affecting the development of InMed’s products and implementation of InMed’s business needs. Emerging technological trends such as AI, machine learning and automation are impacting industries and business operations. If InMed does not sufficiently invest in new technology and industry developments, appropriately implement new technologies or evolve InMed’s business at sufficient speed and scale in response to such developments, or if InMed does not make the right strategic investments to respond to these developments, InMed’s products, results of operations and ability to develop and maintain InMed’s business could be negatively affected. InMed’s competitors or other third parties may incorporate AI technologies into their services, products and business more quickly or more successfully than InMed, which could impair InMed’s ability to compete effectively and materially and adversely affect InMed’s results of operations and financial condition.

Climate change may have an impact on InMed’s business.

While InMed seeks to mitigate InMed’s business-related risks associated with climate change, InMed recognizes that there are inherent climate-related risks wherever business is conducted. Any of InMed’s locations may be vulnerable to the adverse effects of climate change. Changing market dynamics, global policy developments, and the increasing frequency and impact of extreme weather events on critical infrastructure in the United States, Canada and elsewhere have the potential to disrupt InMed’s business, the business of InMed’s suppliers, and the business of InMed’s customers, and may cause InMed to experience higher attrition, losses and additional costs to maintain or resume operations. In particular, InMed relies on data centers to deliver InMed’s solutions, which consume significant amounts of energy. To the extent that energy prices increase as a result of carbon pricing or other measures, this could affect InMed’s cost structure.

InMed’s success depends on InMed’s ability to continue to innovate and create new products and enhancements to InMed’s existing products.

To keep pace with technological developments, satisfy increasingly sophisticated customer requirements and achieve market acceptance, InMed must enhance and improve existing products and continue to introduce new products and services. If InMed is unable to successfully develop new products, integrate acquired products or enhance and improve existing products or if InMed fails to position and/or price InMed’s products to meet market demand, InMed’s business and operating results will be adversely affected. Accelerated product introductions and short product life cycles require high levels of expenditures for research and development that could adversely affect InMed’s results of operations. Further, the introduction of new products could require long development and testing periods and may not be introduced in a timely manner or may not achieve the broad market acceptance necessary to generate significant revenue. Further, if a competitor develops a new, less expensive product using a different technological approach to delivering informational services over existing networks, InMed’s products would no longer be competitive. Conversely, even if InMed is successful in rapidly developing new products ahead of InMed’s competitors, if InMed does not cost-effectively manage InMed’s inventory levels of existing products when making the transition to new products, InMed’s financial results could be negatively affected by write-offs as a result of high levels of obsolete inventory. If any of the foregoing were to occur, InMed’s operating results could be materially and adversely impacted.

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Risks Related to InMed’s Securities

The market prices for the InMed Common Shares are volatile and will fluctuate.

The trading price of the InMed Common Shares has been and could remain volatile, and the market price of the InMed Common Shares may decrease. The market price of the InMed Common Shares has historically experienced and may continue to experience significant volatility. The volatile nature of the InMed Common Shares price may cause investment losses for InMed’s shareholders. In addition, the market price of shares in small capitalization biotech companies is often driven by investor sentiment, expectation, and perception, all of which may be independent of fundamental, objective, and intrinsic valuation metrics or traditional financial performance metrics, thereby exacerbating volatility.

The market price for the InMed Common Shares is anticipated to be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond InMed’s control, including the following: (i) actual or anticipated fluctuations in InMed’s quarterly financial results; (ii) recommendations by securities research analysts; (iii) changes in the economic performance or market valuations of other issuers that investors deem comparable to ours; (iv) addition or departure of InMed’s executive officers or members of the InMed Board and other key personnel; (v) release or expiration of lock-up or other transfer restrictions on outstanding InMed Common Shares; (vi) sales or perceived sales of additional InMed Common Shares; (vii) liquidity of the InMed Common Shares; (viii) significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving InMed or InMed’s competitors; and (ix) news reports relating to trends, concerns, technological or competitive developments, regulatory changes and other related issues in InMed’s industry or target markets. Financial markets often experience significant price and volume fluctuations that affect the market prices of equity securities of public entities and that are, in many cases, unrelated to the operating performance, underlying asset values or prospects of such entities. Accordingly, the market price of the InMed Common Shares may decline even if InMed’s operating results, underlying asset values or prospects have not changed. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. As well, certain institutional investors may base their investment decisions on consideration of InMed’s environmental, governance and social practices and performance against such institutions’ respective investment guidelines and criteria, and failure to meet such criteria may result in limited or no investment in the InMed Common Shares by those institutions, which could materially adversely affect the trading price of the InMed Common Shares. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue for a protracted period of time, InMed’s operations could be materially adversely impacted and the trading price of the InMed Common Shares may be materially adversely affected.

Raising additional capital may cause dilution to InMed’s existing shareholders, restrict InMed’s operations or require InMed to relinquish rights to InMed’s technologies or Product Candidates.

InMed will seek additional capital through a combination of private and public equity offerings, debt financings, strategic partnerships and alliances and licensing arrangements. To the extent that InMed raises additional capital through the sale of equity or convertible debt securities, existing ownership interests will be diluted and the terms of such financings may include liquidation or other preferences that adversely affect the rights of existing shareholders. Debt financings may be coupled with an equity component, such as warrants to purchase shares, which could also result in dilution of InMed’s existing shareholders’ ownership. The incurrence of indebtedness would result in increased fixed payment obligations and could also result in certain restrictive covenants, such as limitations on InMed’s ability to incur additional debt, limitations on InMed’s ability to acquire or license intellectual property rights and other operating restrictions that could adversely impact InMed’s ability to conduct InMed’s business and may result in liens being placed on InMed’s assets and intellectual property. If InMed were to default on such indebtedness, InMed could lose such assets and intellectual property. If InMed raises additional funds through strategic partnerships and alliances and licensing

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arrangements with third parties, InMed may have to relinquish valuable rights to InMed’s Product Candidates or grant licenses on terms that are not favorable to InMed.

Future offerings of debt or equity securities may rank senior to InMed’s Common Shares.

If InMed decides to issue debt or equity securities in the future ranking senior to the InMed Common Shares or otherwise incur additional indebtedness, it is possible that these securities or indebtedness will be governed by an indenture or other instrument containing covenants restricting InMed’s operating flexibility and limiting InMed’s ability to pay dividends to shareholders. Additionally, any convertible or exchangeable securities that InMed issues in the future may have rights, preferences and privileges, including with respect to dividends, more favorable than those of the InMed Common Shares and may result in dilution to shareholders. Because InMed’s decision to issue debt or equity securities in any future offering or otherwise incur indebtedness will depend on market conditions and other factors beyond InMed’s control, InMed cannot predict or estimate the amount, timing or nature of InMed’s future offerings or financings, any of which could reduce the market price of the InMed Common Shares and dilute their value.

More generally, InMed’s level of indebtedness could have significant and adverse effects on InMed’s business. For example, InMed’s level of indebtedness and the terms of InMed’s debt agreements could: (i) make it more difficult for InMed to satisfy InMed’s financial obligations under InMed’s indebtedness and InMed’s contractual and commercial commitments and increase the risk that InMed may default on InMed’s debt obligations; (ii) prevent InMed from raising the funds necessary to repurchase notes tendered to InMed if InMed undergoes a change of control; (iii) require InMed to use a substantial portion of InMed’s cash flow from operations to pay interest and principal on InMed’s second amended and restated credit agreement and other debt, which would reduce the funds available for working capital, capital expenditures and other general corporate purposes; (iv) limit InMed’s ability to obtain additional financing for working capital, capital expenditures, acquisitions and other investments, or general corporate purposes, which may limit InMed’s ability to execute InMed’s business strategy; (v) limit InMed’s ability to refinance InMed’s current or future indebtedness on terms that are commercially reasonable, if at all; (vi) heighten InMed’s vulnerability to downturns in InMed’s business, InMed’s industry or in the general economy, and restrict InMed from exploiting business opportunities or making acquisitions; (vii) place InMed at a competitive disadvantage compared to those of InMed’s competitors that may have proportionately less debt; (viii) limit management’s discretion in operating InMed’s business; and (ix) limit InMed’s flexibility in planning for, or reacting to, changes in InMed’s business, the industry in which InMed operates or the general economy. Each of these factors may have a material and adverse effect on InMed’s financial condition and viability. InMed’s ability to satisfy InMed’s other debt obligations will depend on InMed’s future operating performance, which will be affected by prevailing economic conditions and financial, business and other factors affecting InMed’s company and industry, many of which are beyond InMed’s control.

Future sales of InMed Common Shares by InMed’s officers, directors and affiliates may negatively impact the market price for InMed Common Shares.

Subject to compliance with applicable securities laws, InMed’s directors and officers and their affiliates may sell some or all of their InMed Common Shares in the future. No prediction can be made as to the effect, if any, such future sales of InMed Common Shares may have on the market price of the InMed Common Shares prevailing from time to time. However, the future sale of a substantial number of InMed Common Shares by InMed’s directors and officers and their affiliates, or the perception that such sales could occur, could adversely affect prevailing market prices for the InMed Common Shares.

InMed does not currently pay dividends on the InMed Common Shares and has no intention to pay dividends on the InMed Common Shares for the foreseeable future.

No dividends on the InMed Common Shares have been paid by InMed to date. InMed does not intend to declare or pay any cash dividends in the foreseeable future. Payment of any future dividends will be at the

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discretion of the InMed Board, after taking into account a multitude of factors appropriate in the circumstances, including InMed’s operating results, financial condition and current and anticipated cash needs. In addition, the terms of any future debt or credit facility may preclude InMed from paying any dividends unless certain consents are obtained and certain conditions are met.

InMed is exposed to risks related to currency exchange rates.

InMed currently holds most of InMed’s cash, cash equivalents and short-term investments in U.S. dollars which is InMed’s functional currency. A portion of InMed’s current operations is conducted in Canadian dollars. Exchange rate fluctuations between other currencies and the U.S. dollar create risk in several ways, including the following:

If InMed fails to maintain an effective system of internal control over financial reporting in the future, InMed may not be able to accurately report InMed’s financial condition, results of operations or cash flows, which may adversely affect investor confidence in InMed and, as a result, the value of the InMed Common Shares.

InMed will be required, under Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of InMed’s internal control over financial reporting. This assessment includes disclosure of any material weaknesses identified by InMed’s management in InMed’s internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting that results in more than a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. Section 404 of the Sarbanes-Oxley Act also generally requires an attestation from InMed’s independent registered public accounting firm on the effectiveness of InMed’s internal control over financial reporting. However, for so long as InMed qualifies as a “smaller reporting company” that is also a non-accelerated filer, InMed will be exempt from this auditor attestation requirement. If InMed is unable to take advantage of these exemptions—for example, if the market value of the InMed Common Shares held by non-affiliates or InMed’s annual revenues exceed the applicable thresholds—InMed would become subject to the auditor attestation requirement of Section 404(b).

InMed’s compliance with Section 404 will require that InMed incur substantial accounting expense and expend significant management efforts. InMed may not be able to complete InMed’s evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if InMed identifies one or more material weaknesses in InMed’s internal control over financial reporting, InMed will be unable to assert that InMed’s internal control over financial reporting is effective. InMed cannot assure you that there will not be material weaknesses or significant deficiencies in InMed’s internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit InMed’s ability to accurately report InMed’s financial condition, results of operations or cash flows. This may expose InMed, including individual executives, to potential liability which could significantly affect InMed’s business. If InMed is unable to conclude that InMed’s internal control over financial reporting is effective, or if InMed’s independent registered public accounting firm determines InMed has a material weakness in InMed’s internal control over financial reporting once that firm begins its audits of internal control over financial reporting, InMed could lose investor confidence in the accuracy and completeness of InMed’s financial reports, the market price of the InMed Common Shares could decline, and InMed could be subject to sanctions or investigations by Nasdaq, the SEC, or other regulatory authorities. Failure to remedy any material weakness in InMed’s internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict InMed’s future access to the capital markets.

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InMed’s disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

InMed’s disclosure controls and procedures are designed to reasonably assure that information required to be disclosed by InMed in reports InMed files or submits under the Exchange Act is accumulated and communicated to management, recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. InMed believes that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in InMed’s control system, misstatements or insufficient disclosures due to error or fraud may occur and not be detected.

Deficiencies in disclosure controls and procedures and internal control over financial reporting could result in a material misstatement in InMed’s financial statements.

InMed could be adversely affected if there are deficiencies in InMed’s disclosure controls and procedures or in InMed’s internal controls over financial reporting. The design and effectiveness of InMed’s disclosure controls and procedures and InMed’s internal controls over financial reporting may not prevent all errors, misstatements or misrepresentations. Consistent with other entities in similar stages of development, InMed has a limited number of employees currently in the accounting group, limiting InMed’s ability to provide for segregation of duties and secondary review. A lack of resources in the accounting group could lead to material misstatements resulting from undetected errors occurring from an individual performing primarily all areas of accounting with limited secondary review. Deficiencies in internal controls over financial reporting which may occur could result in material misstatements of InMed’s results of operations, restatements of financial statements, other required remediations, a decline in the price of the InMed Common Shares, or otherwise materially adversely affect InMed’s business, reputation, results of operations, financial condition or liquidity.

InMed has incurred, and will continue to incur, increased costs as a result of operating as a public company, and InMed’s management has been required, and will continue to be required, to devote substantial time to new compliance initiatives.

As a public company, InMed has incurred and is continuing to incur significant legal, accounting and other expenses and these expenses may increase even more in the future. InMed is subject to the reporting requirements of the Exchange Act and the rules adopted, and to be adopted, by the SEC. InMed’s management and other personnel devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations have substantially increased InMed’s legal and financial compliance costs and made some activities more time-consuming and costly. The increased costs have increased InMed’s net loss. These rules and regulations may make it more difficult and more expensive for InMed to maintain sufficient directors’ and officers’ liability insurance coverage. InMed cannot predict or estimate the amount or timing of additional costs InMed may continue to incur to respond to these requirements. The ongoing impact of these requirements could also make it more difficult for InMed to attract and retain qualified persons to serve on the InMed Board, the InMed Board committees or as executive officers.

Future sales and issuances of the InMed Common Shares or rights to purchase InMed Common Shares pursuant to InMed’s equity incentive plan could result in additional dilution of the percentage ownership of InMed’s shareholders and may cause InMed’s share price to fall.

InMed expects that significant additional capital will be needed in the future to continue InMed’s planned operations. To raise capital, InMed may sell substantial amounts of InMed Common Shares or securities

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convertible into or exchangeable for InMed Common Shares. These future issuances of InMed Common Shares or InMed Common Share-related securities to purchase InMed Common Shares, together with the exercise of outstanding options and any additional shares issued in connection with acquisitions, if any, may result in material dilution to InMed’s investors. Such sales may also result in material dilution to InMed’s existing shareholders, and new investors could gain rights, preferences and privileges senior to those of holders of InMed Common Shares.

Pursuant to InMed’s 2017 Amended and Restated Stock Option Plan, and as amended at InMed’s Annual General Meeting in November 2020, InMed’s compensation committee is authorized to grant equity-based incentive awards in the form of options to purchase InMed Common Shares to InMed’s directors, executive officers and other employees and service providers. As of June 30, 2026, there were 216,823 options available for future allocation pursuant to the 20% of the issued and outstanding shares allowed to be issued according to the terms of the 2017 Amended and Restated Stock Option Plan. Future equity incentive grants under InMed’s stock option plan may result in material dilution to InMed’s shareholders and may have an adverse effect on the market price of the InMed Common Shares.

Provisions in InMed’s corporate charter documents and certain Canadian laws could delay or deter a change of control.

Provisions in InMed’s notice of articles and articles, as well as certain provisions under the BCBCA and applicable Canadian securities laws, may discourage, delay or prevent a merger, acquisition, tender offer or other change in control of InMed that some shareholders may consider favorable. In addition, because the InMed Board is responsible for appointing the members of InMed’s management team, these provisions may frustrate or prevent any attempts by InMed’s shareholders to replace or remove InMed’s current management by making it more difficult for shareholders to replace members of the InMed Board. As well, InMed’s preferred shares are available for issuance from time to time at the discretion of the InMed Board, without shareholder approval. InMed’s articles allow the InMed Board, without shareholder approval, to determine the special rights to be attached to InMed’s preferred shares, and such rights may be superior to those of the InMed Common Shares.

In addition, limitations on the ability to acquire and hold the InMed Common Shares may be imposed by the Competition Act (Canada) in Canada. This legislation permits the Commissioner of Competition of Canada (the “Commissioner”) to review any acquisition of a significant interest in InMed. This legislation grants the Commissioner jurisdiction to challenge such an acquisition before the Canadian Competition Tribunal if the Commissioner believes that it would, or would be likely to, result in a substantial lessening or prevention of competition in any market in Canada. The Investment Canada Act (Canada) subjects an acquisition of control of a company by a non-Canadian to government review if InMed’s enterprise value, as calculated pursuant to the legislation, exceeds a threshold amount. A reviewable acquisition may not proceed unless the relevant minister is satisfied that the investment is likely to result in a net benefit to Canada. Any of the foregoing could prevent or delay a change of control and may deprive or limit strategic opportunities for InMed’s shareholders to sell their InMed Common Shares.

If securities or industry analysts publish inaccurate or unfavorable research about InMed’s business, InMed’s share price and trading volume may decline.

The trading market for the InMed Common Shares depends in part on the research and reports that securities or industry analysts publish about InMed or InMed’s business. If one or more of the analysts who cover InMed downgrade InMed’s shares or publish inaccurate or unfavorable research about InMed’s business, InMed’s share price may decline. If one or more of these analysts cease coverage of the Company or fail to publish reports on InMed regularly, demand for the InMed Common Shares may decrease, which may cause InMed’s share price and trading volume to decline.

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InMed is incorporated in Canada, with InMed’s assets and officers primarily located in Canada, with the result that it may be difficult for investors to enforce judgments obtained against InMed or some of InMed’s officers.

InMed is a company organized and existing under the laws of British Columbia, Canada. Many of InMed’s directors and officers are residents of Canada or otherwise reside outside the United States, and all or a substantial portion of their assets, and a substantial portion of InMed’s assets, are located outside the United States. It may be difficult for holders of InMed Common Shares who reside in the United States to effect service within the United States upon those directors and officers who are not residents of the United States. It may also be difficult for holders of securities who reside in the United States to realize in the United States upon judgments of courts of the United States predicated upon InMed’s civil liability and the civil liability of InMed’s directors and officers under the U.S. federal securities laws. InMed’s Canadian counsel has advised InMed that there is doubt as to the enforceability in Canada against InMed or against InMed’s directors and officers who are not residents of the United States, in original actions or in actions for enforcement of judgments of courts of the United States, of liabilities predicated solely upon U.S. federal or state securities laws.

Conversely, some of InMed’s directors and officers reside outside Canada and some of InMed’s assets are also located outside Canada. Therefore, it may not be possible for you to enforce in Canada against InMed’s assets or those directors and officers residing outside Canada, judgments obtained in Canadian courts based upon the civil liability provisions of the Canadian securities laws or other laws of Canada.

Risks Related to InMed’s Financial Position and Capital Needs

InMed’s operating losses have raised substantial doubt regarding InMed’s ability to continue as a going concern.

InMed’s operating losses raise substantial doubt about InMed’s ability to continue as a going concern. As a result, InMed’s independent registered public accounting firm included an explanatory paragraph in its report on InMed’s financial statements as of and for the years ended June 30, 2025 and June 30, 2024 with respect to this uncertainty. The perception of InMed’s ability to continue as a going concern may make it more difficult for InMed to obtain financing for the continuation of InMed’s operations and could result in the loss of confidence by investors, suppliers and employees.

InMed has incurred significant losses since InMed’s inception and anticipates that InMed will continue to incur losses in the future.

Since InMed’s inception as a pharmaceutical company in October 2014, InMed has devoted substantially all of InMed’s resources to the development of InMed’s proprietary Product Candidates. InMed has generated significant operating losses since InMed’s inception with an accumulated deficit to June 30, 2025 of approximately $118.0 million. InMed’s net loss for the fiscal years ended June 30, 2025 and 2024 was approximately $8.2 million and $7.7 million, respectively. Substantially all of InMed’s losses have resulted from expenses incurred in connection with InMed’s research and development programs and from general and administrative costs associated with InMed’s operations.

InMed expects to continue to incur significant expenses and operating losses for the foreseeable future. InMed anticipates these losses will increase as InMed continues the research and development of, and clinical trials for, InMed’s Product Candidates. In addition to budgeted expenses, InMed may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect InMed’s business. If InMed’s Product Candidates fail in preclinical or clinical trials, or do not gain regulatory approval, or even if approved, fail to achieve market acceptance, InMed may never become profitable. Even if InMed achieves profitability in the future, InMed may not be able to sustain profitability in subsequent periods.

Due to InMed’s limited operating history and history of losses, any predictions about InMed’s future success, performance or viability may not be accurate.

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InMed will require additional capital to fund InMed’s operations and if InMed fails to obtain necessary financing, InMed will not be able to complete the development and commercialization of InMed’s Product Candidates.

InMed’s operations have consumed substantial amounts of cash since inception. InMed expects to continue to spend substantial and increasing amounts to conduct further research and development, preclinical testing and clinical trials of InMed’s Product Candidates, to seek regulatory approvals and reimbursement for InMed’s Product Candidates and to launch and commercialize any Product Candidates for which InMed receives regulatory approval.

As of June 30, 2025, InMed had approximately $11.1 million in cash, cash equivalents and short-term investments, which, InMed currently estimates funds InMed’s operations into the fourth quarter of calendar 2026 (being the second fiscal quarter of 2027), depending on the level and timing of realizing revenues from the sale of BayMedica inventory as well as the level and timing of InMed’s operating expenses. InMed’s ability to develop InMed’s research and development programs is subject to accessing additional capital, including through the sale of equity, partnership revenues, and out-licensing activities. There is no assurance that InMed will be successful in these efforts.

The progress of InMed’s Product Candidates for both current and prospective target indication(s) is uncertain because it is difficult to predict InMed’s spending for InMed’s Product Candidates up to the time that InMed seeks FDA approval due to numerous factors, including, without limitation, the rate of progress of clinical trials, the results of preclinical studies and clinical trials for such indication, the costs and timing of seeking and obtaining FDA and other regulatory approvals for clinical trials and FDA guidance regarding clinical trials for such indication. Moreover, changing circumstances may cause InMed to expend cash significantly faster than InMed currently anticipates, and InMed may need to spend more cash than currently expected because of circumstances beyond

InMed’s control. For these reasons, InMed is unable to state unequivocally the actual funds InMed will require for development and any approved marketing and commercialization activities. InMed’s future funding requirements, both near and long-term, will depend on many factors, including, but not limited to:

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InMed cannot be certain that additional funding will be available on acceptable terms, or at all. If InMed is unable to raise additional capital in sufficient amounts or on terms acceptable to InMed, InMed may have to significantly delay, scale back or discontinue the development or commercialization of one or more of InMed’s Product Candidates or one or more of InMed’s other research and development initiatives.

Any doubt about InMed’s ability to continue as a going concern may materially and adversely affect the price of the InMed Common Shares, and it may be more difficult for InMed to obtain financing. Any doubt about InMed’s ability to continue as a going concern may also adversely affect InMed’s relationships with current and future collaborators, contract manufacturers and investors, who may become concerned about InMed’s ability to meet InMed’s ongoing financial obligations. If potential collaborators decline to do business with InMed or potential investors decline to participate in any future financings due to such concerns, InMed’s ability to increase InMed’s financial resources may be limited. InMed has prepared InMed’s financial statements on a going concern basis, which assumes that InMed will be able to meet InMed’s commitments, realize InMed’s assets and discharge InMed’s liabilities in the normal course of business. InMed’s consolidated financial statements do not include any adjustment to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

InMed may have difficulties identifying, successfully completing or integrating acquisitions, or maintaining or growing InMed’s acquired businesses.

InMed remains committed to InMed’s growth strategy of organically growing InMed’s strategic portions of InMed’s business while assessing strategic acquisitions, dispositions, partnerships and other strategic transactions. While InMed believes InMed has the experience required to execute this strategy, InMed does not have control over the market conditions prevailing or likely to prevail in the future, which may impact the ability to execute this strategy. There can be no assurances that InMed will be able to identify suitable acquisition candidates available for sale at reasonable valuations, consummate any acquisition or successfully integrate any acquired business into InMed’s operations. Moreover, there can be no assurance that InMed will be able to access further financial resources for other suitable acquisition opportunities that may become available to InMed. InMed has and will likely continue to have competition for acquisition opportunities from other parties including those that have greater financial resources or are willing to pay higher valuation multiples. To the extent InMed were to pursue or engage in any transactions, including acquisitions and dispositions, there is no guarantee that such transactions will be successful or, even if consummated, improve InMed’s operating results and financial condition. InMed may incur costs, breakage fees or other expenses in connection with any such transactions, and any such transactions may ultimately have a material adverse effect on InMed’s operating results. Acquisitions involve significant risks and uncertainties, including, but not limited to, the following:

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InMed currently has limited commercial revenue and may never become profitable.

InMed’s ability to generate revenue and become profitable depends upon InMed’s ability to obtain regulatory approval for, and successfully commercialize, InMed’s Product Candidates that InMed may develop, in-license or acquire in the future.

Even if InMed is able to successfully achieve regulatory approval for these Product Candidates, InMed does not know what the reimbursement status of InMed’s Product Candidates will be or when any of these products will generate revenue for InMed, if at all. InMed has not generated, and does not expect to generate, any revenue from Product Candidates for the foreseeable future, and InMed expects to continue to incur significant operating losses for the foreseeable future due to the cost of research and development, preclinical studies and clinical trials and the regulatory approval process for InMed’s Product Candidates. The number of future losses is uncertain and will depend, in part, on the rate of growth of InMed’s expenses.

InMed’s ability to generate revenue and become profitable depends upon a number of additional factors, including InMed’s ability to:

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InMed is unable to predict the timing or amount of increased expenses, or when or if InMed will be able to achieve or maintain profitability. Even if InMed is able to complete the processes described above, InMed anticipates incurring significant costs associated with commercializing InMed’s Product Candidates.

Changes in tax laws and unanticipated tax liabilities could adversely affect InMed’s effective income tax rate and ability to achieve profitability.

InMed is subject to income taxes in the United States and Canada. As InMed’s operations expand, InMed may become subject to income tax in jurisdictions outside of the United States and Canada. InMed’s effective income tax rate in the future could be adversely affected by a number of factors including changes in the mix of earnings (losses) in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities and changes in tax laws. InMed regularly assesses all of these matters to determine the adequacy of InMed’s tax provision which is subject to discretion. If InMed’s assessments are incorrect, it could have an adverse effect on InMed’s business and financial condition. There can be no assurance that income tax laws and administrative policies with respect to the income tax consequences generally applicable to InMed or to InMed’s subsidiaries will not be changed in a manner which adversely affects InMed’s shareholders.

InMed’s inability to use InMed’s net operating loss carryforwards and other tax attributes.

As of June 30, 2025, InMed had net operating loss (“NOL”) carryforwards of approximately $97.3 million available to offset future taxable income in Canada and the United States. In particular, as of June 30, 2025, InMed had non-capital loss carry-forwards of approximately $89.2 million available to offset future taxable income in Canada. As of June 30, 2025, InMed had U.S. Federal net operating losses of $5.4 million and state net operating losses of $2.7 million. These NOL carryforwards begin to expire in 2026. InMed’s Canadian NOL carryforwards will likely become unusable following the Nevada Redomestication and the proposed monetization of the inMed Legacy Assets.

Changes to accounting standards may adversely impact the manner in which InMed reports InMed’s financial position and operating results.

There are ongoing projects conducted by the Financial Accounting Standards Board in the United States that are expected to result in new pronouncements that continue to evolve, which could adversely impact the manner in which InMed reports InMed’s financial position and operating results.

Natural disasters, public health crises, political crises, or other catastrophic events may adversely affect InMed’s business affairs, results of operations, financial condition, liquidity, availability of credit and foreign exchange exposure.

Changes in the global economic environment have created market uncertainty and volatility in recent years. The market and demand for pharmaceutical products have in recent years been adversely affected by global economic uncertainty, reduced confidence in financial markets, the COVID-19 pandemic, including any resurgence thereof, bank failures and credit availability concerns. These macro-economic events negatively

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affected the pharmaceutical and biotechnology sectors in general. Global financial conditions remain subject to sudden and rapid destabilizations in response to economic shocks. A slowdown in the financial markets or other economic conditions, including but not limited to reduced consumer spending, decreased employment rates, adverse business conditions, high inflation, high fuel and energy costs, high consumer debt levels, a lack of available credit, the state of turmoil in the financial markets, high interest rates and/or tax rates, may adversely affect InMed’s growth and profitability. Future economic shocks may be precipitated by a number of causes, including the slowdown in the Chinese economy, a rise in the price of oil and other commodities, climate change disasters, geopolitical instability, including as a direct or indirect result of the Russia-Ukraine War and the ongoing Israel-Hamas conflict, further wars or acts of terrorism, the devaluation and volatility of global stock markets and natural disasters. Any sudden or rapid destabilization of global economic conditions could impact InMed’s ability to obtain equity or debt financing in the future on terms favorable to InMed or at all. In such an event, InMed’s operations and financial condition could be adversely impacted.

InMed assesses on a quarterly basis the carrying values of InMed’s assets. Should market conditions worsen and persist in a worsened state for a prolonged period of time, an assessment of InMed’s assets for impairment may be required.

The ongoing Russia-Ukraine War and the Israel-Hamas conflict, including the actual or perceived threat of an exacerbation of such conflicts, could have a material and adverse effect on InMed’s business, operations and financial condition.

Russia’s invasion of Ukraine in February 2022 has caused, and could continue to cause, increased volatility across the global financial markets, increased inflation, and turbulence in the markets in which InMed operates. In response to actions undertaken by Russia in Ukraine, several countries (including Canada, the United States and other western governments) have imposed stringent economic sanctions and export control measures, and may impose additional sanctions or export control measures in the near-term, which have included severe and complete restrictions on exports and other commerce and business dealings involving Russia, certain regions of Ukraine, Belarus and/or particular entities and individuals.

Likewise, the recent and ongoing conflict in the Middle East has impacted and could continue to impact the global economy for the foreseeable future, and is threatening to spread, and may in the future spread, into other Middle Eastern countries. The conflicts have caused, and could intensify, volatility in market prices, and the extent and duration of the military actions, sanctions and resulting market disruptions could be significant and could potentially have a substantial negative impact on geopolitical stability and on InMed’s business for an unknown period of time.

In addition, any further changes in regulations or shifts in political conditions are beyond InMed’s control and may materially and adversely affect InMed’s business, or if significant enough, may significantly impede InMed’s ability to transact in certain countries. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls and foreign exchange restrictions.

While InMed does not have any direct significant exposure or connection to Russia, Ukraine, Belarus or the Middle East at large, it is uncertain as to how such events and any related economic sanctions could impact the global economy. Any negative developments in respect thereof could have a material and adverse effect on InMed’s business, operations, financial condition, and the value of InMed’s securities.

High rates of global inflation, the occurrence of a recession and higher interest rates could have a material and adverse impact on InMed’s business, results of operations and financial condition.

InMed’s business and financial condition have been, and InMed believes will continue to be, impacted by adverse and uncertain macroeconomic conditions, including inflation, interest rates, fluctuations or volatility in capital markets or foreign currency exchange rates, the threat of new or increased tariffs, escalating trade tensions

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and changes in trade agreements, and geopolitical events around the world, such as the impact from recent U.S. tariff activity as well as ongoing conflicts between Russia and Ukraine and in the Middle East. In recent years, the global markets experienced higher rates of inflation as a result of several market factors, including in the form of increased costs pertaining to labor, materials and overhead. Inflation rates in the U.S. significantly increased in recent years resulting in action by the U.S. federal government to increase interest rates, adversely affecting capital markets activity. Interest rates are sensitive to factors that are beyond InMed’s control, including domestic and international economic conditions, including inflation, and the policies of various governmental and regulatory agencies, including the Federal Reserve Board in the United States (the “Federal Reserve”). Interest rates may remain at current levels for the near-term, and this new interest rate environment could materially and adversely affect InMed’s business, the counterparties with which InMed interacts and the global economy at large.

While InMed experienced increases in the cost of labor and materials, InMed believes that InMed’s financial condition and results of operations have thus far not been materially impacted by inflationary pressures. However, to the extent the current rates of inflation and shifts in fiscal and monetary policy result in prolonged and slower growth or a recession, it could have a material and adverse effect on the demand for InMed’s products and services and, in the process, InMed’s business, results of operations and financial condition as a whole, including with respect to InMed’s ability to maintain current levels of gross margin and general and administrative expenses as a percentage of total revenue. Moreover, in the event that a global recession were to occur, it could adversely impact the critical counterparties that InMed engages, including in the form of a decrease in the products and services they seek to obtain from InMed. Relatively high interest rates will increase cost of capital and the cost of borrowings for any other corporate purpose. As a result, if InMed needs or seeks significant borrowings and interest rates remain elevated or increase, the cost of such borrowing to InMed could be significant, which may have a significant adverse impact on InMed’s financial condition and results of operations. InMed continues to monitor InMed’s operations and will seek to take appropriate actions to mitigate the potential impact of heightened inflation on InMed’s business. Nevertheless, there can be no assurances that InMed will be successful in doing so, if at all.

Material and adverse developments impacting the financial services industry at large, including the occurrence of actual (or widespread concerns regarding the potential occurrence of) defaults, illiquidity, operational failures and non-performance by financial institutions and critical counterparties, could have a material and adverse effect on InMed’s business, financial condition and results of operations.

The occurrence of actual (or widespread concerns regarding the potential occurrence of) illiquidity, operational failures, defaults, non-performance or other material and adverse developments that impact financial institutions and transactional counterparties, or other entities within the financial services industry at large, have previously caused, and could continue to cause, market-wide liquidity issues, bank-runs and general contagion across the global financial industry. For example, on March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation and the Federal Deposit Insurance Corporation (the “FDIC”) was subsequently appointed as a receiver. Similarly, on March 12, 2023, Signature Bank and Silvergate Capital Corp. were each placed into receivership. While the U.S. Federal Reserve Board, the FDIC and the U.S. Department of Treasury collectively agreed to guarantee all deposits, above and beyond the limit on insured deposits of $250,000 at these financial institutions, there can be no assurance that there will not be additional bank failures or issues in the broader financial system. Likewise, there is no guarantee that any of the U.S. Department of Treasury, the FDIC or the Federal Reserve Board will provide access to any additional uninsured funds in the future in the event of the closure or failure of any other banks or financial institutions, or that they would do so promptly or in a timely fashion. Additionally, substantial and rapid increases in interest rates and inflation have led to a decline in the trading value of previously issued government securities with interest rates below current market interest rates. While the U.S. Department of Treasury, Federal Reserve and the FDIC have announced a program to provide up to $25 billion of loans to financial institutions secured by certain of such government securities held by financial institutions to mitigate the risk of potential losses on the sale of such instruments, the liquidity needs of financial institutions, including as a result of widespread demands

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for customer withdrawals, may exceed the capacity of such program. Furthermore, InMed and other parties with whom InMed conducts business and engages commercially may be unable to access critical funds in deposit accounts or other accounts held with a closed or failing financial institution or pursuant to lending arrangements with such financial institutions. Accordingly, in such instance, InMed’s ability to pay InMed’s obligations, and any of InMed’s counterparties’ ability to pay their respective obligations, or enter into new commercial arrangements requiring additional payments, could be materially and adversely affected.

Risks Related to InMed’s Intellectual Property

InMed’s success is largely dependent upon InMed’s patents, proprietary technology, and other intellectual property.

InMed’s success will depend, in part, on InMed’s ability to obtain patents, protect InMed’s trade secrets and operate without infringing on the proprietary rights of others. Patents and other proprietary rights are essential to InMed’s business. InMed relies on trade secret, patent, copyright and trademark laws, and confidentiality and other agreements with employees and third parties, all of which offer only limited protection. InMed’s general policy has been to file patent applications to protect InMed’s inventions and improvements to InMed’s inventions that are considered important to the development of InMed’s business. In certain cases, InMed has chosen to protect InMed’s intellectual property by treating it as confidential internal know-how. InMed’s success will depend in part on InMed’s ability to obtain patents, defend patents, maintain internal know-how/trade secret protection and operate without infringing on the proprietary rights of others. Interpretation and evaluation of pharmaceutical patent claims present complex legal and factual questions. Further, patent protection may not be available for some of the products or technology InMed is developing. If InMed is placed in a position where InMed must spend significant time and money defending or enforcing InMed’s patents, designing around patents held by others or licensing patents or other proprietary rights held by others, InMed’s business, results of operations and financial condition may be harmed. In seeking to protect InMed’s inventions using patents it is important to note that InMed has no assurance that:

A number of pharmaceutical, biotechnology and medical device companies and research and academic institutions have developed technologies, filed patent applications or received patents on various technologies that may be related to InMed’s business. Some of these technologies, applications or patents could limit the scope of the patents, if any, that InMed may be able to obtain. It is also possible that these technologies, applications or patents may preclude InMed from obtaining patent protection for InMed’s inventions. Further, there may be uncertainty as to whether InMed may be able to successfully defend any challenge to InMed’s patent portfolio. Moreover, InMed may have to participate in derivation proceedings, inter partes review proceedings, post-grant review proceedings, or opposition proceedings in the various jurisdictions around the world. An unfavorable outcome in a derivation proceeding, an inter partes review proceeding, a post-grant review proceeding, or an opposition proceeding could preclude InMed or InMed’s collaborators or licensees from making, using or selling products using the technology, or require InMed to obtain license rights from third parties. It is not known whether any prevailing party would offer a license on commercially acceptable terms, if at all. Further, any such license could require the expenditure of substantial time and resources and could harm InMed’s business. If such licenses are not available, InMed could encounter delays or prohibition of the

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development or introduction of InMed’s product. In the case of intellectual property where InMed has chosen to protect it by treating it as internal know-how, there can be no assurance that others with greater expertise or access to greater resources do not develop similar or superior technology that impairs the competitive value of InMed’s internal know-how. Moreover, a number of aspects of intellectual property protection in the field of AI are currently under development, and there is uncertainty and ongoing litigation in different jurisdictions as to the degree and extent of protection warranted for AI and machine learning systems, as well as relevant system input and outputs. If InMed fails to obtain protection for the intellectual property rights concerning InMed’s AI technologies, or later has InMed’s intellectual property rights invalidated or otherwise diminished, InMed’s competitors may be able to take advantage of InMed’s research and development efforts to develop competing products, and InMed’s business, financial condition and operations could be materially and adversely impacted.

Obtaining and maintaining InMed’s patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and InMed’s patent protection could be reduced or eliminated for non-compliance with these requirements.

The U.S. Patent and Trademark Office (“PTO”) and various foreign national or international patent agencies require compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent application process. Periodic maintenance fees on any issued patent are due to be paid to the PTO and various foreign national or international patent agencies in several stages over the lifetime of the patent. While an inadvertent lapse can in many cases be cured by payment of a late fee or by other means in accordance with the applicable rules, there are situations in which noncompliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. Non-compliance events that could result in abandonment or lapse of patent rights include, but are not limited to, failure to timely file national and regional stage patent applications based on InMed’s international patent application, failure to respond to official actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal documents. If InMed fails to maintain the patents and patent applications covering InMed’s Product Candidates, InMed’s competitors might be able to enter the market, which would have a material adverse effect on InMed’s business.

InMed may become subject to claims by third parties asserting that InMed or InMed’s employees have misappropriated their intellectual property or claiming ownership of what InMed regards as InMed’s own intellectual property.

InMed’s commercial success depends upon InMed’s ability to develop, manufacture, market and sell InMed’s Product Candidates, and to use InMed’s related proprietary technologies without violating the intellectual property rights of others. InMed may become party to, or threatened with, future adversarial proceedings or litigation regarding intellectual property rights with respect to InMed’s Product Candidates, including interference or derivation proceedings before the PTO or other international patent offices. Third parties may assert infringement claims against InMed based on existing patents or patents that may be granted in the future. If InMed is found to infringe a third party’s intellectual property rights, InMed could be required to obtain a license from such third party to continue commercializing InMed’s Product Candidates. However, InMed may not be able to obtain any required license on commercially reasonable terms or at all. Under certain circumstances, InMed could be forced, including by court order, to cease commercializing the applicable product candidate. In addition, in any such proceeding or litigation, InMed could be found liable for monetary damages. A finding of infringement could prevent InMed from commercializing InMed’s Product Candidates or force InMed to cease some of InMed’s business operations, which could materially harm InMed’s business. Any claims by third parties that InMed has misappropriated their confidential information or trade secrets could have a similar negative impact on InMed’s business. While InMed’s preclinical studies are ongoing, InMed believes that the use of InMed’s Product Candidates in these preclinical studies falls within the scope of the exemptions provided by 35 U.S.C. Section 271(e) in the United States, which exempts from patent infringement liability activities reasonably related to the development and submission of information to the FDA. As InMed’s Product Candidates progress toward clinical trials and, ultimately, commercialization, the possibility of a patent

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infringement claim against InMed increases. InMed attempts to ensure that InMed’s Product Candidates and the methods InMed employs to manufacture them, as well as the methods for their uses InMed intends to promote, do not infringe other parties’ patents and other proprietary rights. There can be no assurance they do not, however, and competitors or other parties may assert that InMed infringes their proprietary rights in any event.

InMed may become involved in lawsuits to protect or enforce InMed’s intellectual property, which could be expensive, time-consuming and unsuccessful and have a material adverse effect on the success of InMed’s business.

Competitors may infringe InMed’s patents or misappropriate or otherwise violate InMed’s intellectual property rights. To counter infringement or unauthorized use, litigation may be necessary in the future to enforce or defend InMed’s intellectual property rights, to protect InMed’s trade secrets or to determine the validity and scope of InMed’s own intellectual property rights or the proprietary rights of others. Also, third parties may initiate legal proceedings against InMed to challenge the validity or scope of intellectual property rights InMed owns. These proceedings can be expensive and time-consuming. Many of InMed’s current and potential competitors have the ability to dedicate substantially greater resources to defend their intellectual property rights than InMed can. Accordingly, despite InMed’s efforts, InMed may not be able to prevent third parties from infringing upon or misappropriating InMed’s intellectual property. Litigation could result in substantial costs and diversion of management resources, which could harm InMed’s business and financial results. In addition, in an infringement proceeding, a court may decide that a patent owned by InMed is invalid or unenforceable or may refuse to stop the other party from using the technology at issue on the grounds that InMed’s patents do not cover the technology in question. An adverse result in any litigation proceeding could put one or more of InMed’s patents at risk of being invalidated, held unenforceable or interpreted narrowly. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of InMed’s confidential information could be compromised by disclosure during this type of litigation. There could also be public announcements of the results of hearings, motions or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of the InMed Common Shares.

If InMed is not able to adequately prevent disclosure of trade secrets and other proprietary information, the value of InMed’s technology and products could be significantly diminished.

InMed relies on trade secrets to protect InMed’s proprietary technologies, especially where InMed does not believe patent protection is appropriate or obtainable. However, trade secrets are difficult to protect. InMed relies in part on confidentiality agreements with InMed’s current and former employees, consultants, outside scientific collaborators, sponsored researchers, contract manufacturers, vendors and other advisors to protect InMed’s trade secrets and other proprietary information. These agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, InMed cannot guarantee that InMed has executed these agreements with each party that may have or have had access to InMed’s trade secrets. Any party with whom InMed or they have executed such an agreement may breach that agreement and disclose InMed’s proprietary information, including InMed’s trade secrets, and InMed may not be able to obtain adequate remedies for such breaches.

Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, some courts are less willing or unwilling to protect trade secrets. If any of InMed’s trade secrets were to be lawfully obtained or independently developed by a competitor, InMed would have no right to prevent them, or those to whom they disclose such trade secrets, from using that technology or information to compete with InMed. If any of InMed’s trade secrets were to be disclosed to or independently developed by a competitor or other third-party, InMed’s competitive position would be harmed.

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InMed may not be able to protect InMed’s intellectual property rights throughout the world.

Filing, prosecuting and defending patents on all of InMed’s Product Candidates throughout the world would be prohibitively expensive. Therefore, InMed has filed applications and/or obtained patents only in key markets such as the United States, Canada, Japan and Europe. Competitors may use InMed’s technologies in jurisdictions where InMed has not obtained patent protection to develop their own products and, further, may be able to export otherwise infringing products to territories where InMed has patent protection but where enforcement is not as strong as that in the United States. These products may compete with InMed’s products in jurisdictions where InMed does not have any issued patents and InMed’s patent claims or other intellectual property rights may not be effective or sufficient to prevent them from so competing.

Many companies have encountered significant problems in protecting and defending intellectual property rights in certain foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents and other intellectual property protection, particularly those relating to pharmaceuticals, which could make it difficult for InMed to stop the infringement of InMed’s patents or marketing of competing products in violation of InMed’s proprietary rights generally. For example, an April 2016 report from the Office of the United States Trade Representative identified a number of countries, including India and China, where challenges to the procurement and enforcement of patent rights have been reported. Several countries, including India and China, have been listed in the report every year since 1989. As a result, proceedings to enforce InMed’s patent rights in certain foreign jurisdictions could result in substantial cost and divert InMed’s efforts and attention from other aspects of InMed’s business and could be unsuccessful.

Patent terms may be inadequate to protect InMed’s competitive position on InMed’s Product Candidates for an adequate amount of time.

Given the amount of time required for the development, testing and regulatory review of new Product Candidates, patents protecting such candidates might expire before or shortly after such candidates are commercialized. InMed expects to seek extensions of patent terms in the United States and, if available, in other countries where InMed is prosecuting patents. In the United States, the Drug Price Competition and Patent Term Restoration Act of 1984 permits a patent term extension of up to five years beyond the normal expiration of the patent, which is limited to the approved indication (or any additional indications approved during the period of extension). However, the applicable authorities, including the FDA and the PTO, and any equivalent regulatory authorities in other countries, may not agree with InMed’s assessment of whether such extensions are available, and may refuse to grant extensions to InMed’s patents, or may grant more limited extensions than InMed requests. If this occurs, InMed’s competitors may be able to take advantage of InMed’s investment in development and clinical trials by referencing InMed’s clinical and preclinical data and launch their product earlier than might otherwise be the case.

Intellectual property rights do not necessarily address all potential threats to InMed’s competitive advantage.

The degree of future protection afforded by InMed’s intellectual property rights is uncertain because intellectual property rights have limitations, and may not adequately protect InMed’s business, or permit InMed to maintain InMed’s competitive advantage. For example:

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Risks Related to InMed’s Reliance on Third Parties

InMed relies heavily on contract manufacturers over whom InMed has limited control. If InMed is subject to quality, cost or delivery issues with the preclinical and clinical grade materials supplied by contract manufacturers, InMed’s business operations could suffer significant harm.

InMed currently has no manufacturing capabilities and relies on contract research, development and manufacturing organizations (“CDMOs”) to manufacture InMed’s Product Candidates for preclinical studies and clinical trials. InMed relies on CDMOs for manufacturing, filling, packaging, testing, storing and shipping of drug products in compliance with cGMP regulations applicable to InMed’s products. The FDA and other regulatory agencies ensure the quality of drug products by carefully monitoring drug manufacturers’ compliance with cGMP regulations. The cGMP regulations for drugs contain minimum requirements for the methods, facilities and controls used in manufacturing, processing and packaging of a drug product. If InMed’s CDMOs increase their prices or fail to meet InMed’s quality standards, or those of regulatory agencies such as the FDA, and cannot be replaced by other acceptable CDMOs, InMed’s ability to obtain regulatory approval for and commercialize InMed’s Product Candidates may be materially adversely affected.

The APIs used in all of InMed’s Product Candidates are currently sourced from either contract manufacturers or, for smaller quantities, from research material suppliers, that typically utilize synthetic chemistry as their manufacturing method. This is intended to be an interim step to enable InMed to proceed with developing InMed’s formulation, execute preclinical toxicology studies and progress through Phase 1 and 2 clinical trials, after which time InMed anticipates that InMed will have been able to successfully scale-up InMed’s IntegraSyn manufacturing approach so that it will be GMP ready at pharmaceutical grade. Bridging studies consisting of chemical analysis and, possibly, animal studies may be required in order to switch InMed’s APIs from the current external manufacturing sources to InMed’s internally manufactured products. There is no guarantee that InMed will be successful in scaling up InMed’s IntegraSyn manufacturing process for cannabinoids, or successfully complete any required bridging studies, or be able to successfully transfer InMed’s IntegraSyn manufacturing process to a CDMO. The key risks and challenges associated with the development of the IntegraSyn process include: failure to continue optimization and development of the process manufacturing steps from the current scale while maintaining the same or greater output of the selected cannabinoid; equipment and techniques may not be able to be scaled up using existing commercial processing equipment; supply of the key starting materials for the process may not be secured to ensure stability and security of commercial supply; and, failure of the large scale process to consistently produce the selected cannabinoid within set specifications and meeting the process parameters and in process controls to enable the manufacturing process to be validated for GMP commercial production of an API, among others. Failing to accomplish these or other criteria for the IntegraSyn manufacturing process with a CDMO may mean that InMed is not able to produce certain cannabinoids in a cost-effective manner. This could result in InMed not being able to successfully commercialize or utilize InMed’s APIs in InMed’s Product Candidates, if any, that may obtain regulatory approval.

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InMed’s existing collaboration agreements and any that InMed may enter into in the future may not be successful.

InMed also has relationships with scientific collaborators at academic and other institutions, some of whom conduct research at InMed’s request or assist InMed in formulating InMed’s research and development strategies. These scientific collaborators are not InMed’s employees and may have commitments to, or consulting or advisory contracts with, companies that conflict in interests with and pose a competitive threat to InMed. Moreover, to the extent that InMed decides to enter into collaboration agreements, InMed will face significant competition in seeking appropriate collaborators. Collaboration arrangements are complex and time consuming to negotiate, document and implement. InMed may not be successful in InMed’s efforts to establish, implement and maintain collaborations or other alternative arrangements if InMed chooses to enter into such arrangements and InMed’s selected partners may be given, and may exercise, a right to terminate their agreement with InMed without cause. InMed’s Collaborative Research Agreement with the University of British Columbia may be terminated by either party upon 30 calendar days written notice. The terms of any collaboration or other arrangements that InMed may establish may not be favorable to InMed.

Risks Related to Mentari

Risks Related to Mentari’s Limited Operating History, Financial Position and Capital Requirements

Mentari is a preclinical stage biotechnology company with a limited operating history on which to assess its business; Mentari has not completed any clinical trials, and it has no products approved for commercial sale, which may make it difficult to evaluate its current business and likelihood of success and viability.

Mentari is a preclinical stage biotechnology company with a limited operating history. Since its inception, Mentari has incurred operating losses with no corresponding revenue and has utilized substantially all of its resources to identify and develop its product candidates, organize and staff its company, and provide other general and administrative support for its operations. Mentari has no significant experience as a company in initiating, conducting, or completing preclinical studies or clinical trials. In part because of this lack of experience, Mentari cannot be certain that its preclinical studies or clinical trials will begin or be completed on time, if at all. In addition, Mentari has not yet demonstrated an ability to obtain regulatory approvals, manufacture a commercial-scale product, or arrange for a third party to do so on its behalf, or conduct sales, marketing, and distribution activities necessary for successful product commercialization. Consequently, any predictions about Mentari’s future success or viability may not be as accurate as they could be if Mentari had a longer operating history.

In addition, as Mentari’s business grows, Mentari may encounter unforeseen expenses, restrictions, difficulties, complications, delays, and other known and unknown factors. Mentari will need to transition at some point from a company with an early research and development focus to a company capable of supporting larger scale clinical trials and eventually commercial activities. Mentari may not be successful in such a transition.

Even if the Merger and the Mentari Pre-Closing Financing are successful, Mentari will require substantial additional capital to finance its operations in the future. If Mentari is unable to raise such capital when needed, or on acceptable terms, Mentari may be forced to delay, reduce, and/or eliminate one or more of its development programs or future commercialization efforts.

Developing biotechnology products is a long, time-consuming, expensive, and uncertain process that takes years to complete. Mentari expects its expenses to increase in connection with its ongoing activities, particularly as Mentari conducts preclinical studies and clinical trials of, and seeks regulatory approval for, its product candidates, and advances discovery efforts with respect to its research and development programs, and advances any future programs and product candidates that Mentari may license. Even if one or more of the programs that Mentari develops is approved for commercial sale, Mentari anticipates incurring significant costs associated with sales, marketing, manufacturing, and distribution activities to launch any such product. Mentari’s expenses could

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increase beyond expectations if Mentari is required by the FDA or other regulatory agencies to perform preclinical studies or clinical trials in addition to or more expansive than those that Mentari currently anticipates. Because the design and outcome of Mentari’s planned and anticipated clinical trials are highly uncertain, Mentari cannot reasonably estimate the actual amount of funding that will be necessary to successfully complete the development and commercialization of any program Mentari develops. Mentari’s future capital requirements depend on many factors, including but not limited to:

As a result, Mentari will require substantial additional funding to continue its operations. As of December 31, 2025, Mentari had $46.3 million in cash and cash equivalents. Mentari expects that its existing cash and cash equivalents, and investments, combined with the gross proceeds of approximately $290.0 million from the Mentari Pre-Closing Financing, will be sufficient to fund the Combined Company’s operating expenses and capital expenditure requirements into 2029. Even if the Merger and the Mentari Pre-Closing Financing are successful, Mentari will still need to raise additional capital to continue to fund its operations in the future. If Mentari is unable to raise additional capital when needed, that could raise substantial doubt about Mentari’s ability to continue as a going concern.

Mentari may be required to seek additional funds sooner than planned through public or private equity offerings, debt financings, collaborations and licensing arrangements, or other sources, and adequate additional financing may not be available to Mentari on acceptable terms, or at all. Such financing may dilute Mentari’s stockholders or the failure to obtain such financing may restrict Mentari’s operating activities. Any additional fundraising efforts may divert Mentari’s management from their day-to-day activities, which may adversely affect Mentari’s business. To the extent that Mentari raises additional capital through the sale of equity or convertible debt securities, the ownership interest of Mentari’s stockholders will be diluted, and the terms may

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include liquidation or other preferences and anti-dilution protections that adversely affect the rights of Mentari’s stockholders. Debt financing may result in the imposition of debt covenants, increased fixed payment obligations or other restrictions that may affect Mentari’s business. If Mentari raises additional funds through upfront payments or milestone payments pursuant to future collaborations with third parties, Mentari may have to relinquish valuable rights to Mentari’s product candidates, or grant licenses on terms that are not favorable to Mentari. Mentari’s ability to raise additional capital may be adversely impacted by global macroeconomic conditions and volatility in the credit and financial markets in the United States and worldwide. Mentari’s failure to raise capital as and when needed or on acceptable terms would have a negative impact on Mentari’s financial condition and Mentari’s ability to pursue its business strategy, and Mentari may have to delay, reduce the scope of, suspend, or eliminate one or more of its product candidates, clinical trials, or future commercialization efforts or cease Mentari’s operations.

Mentari expects to continue to incur losses for the foreseeable future and may not be able to achieve or sustain profitability in the future. Mentari has no products approved for sale, has not generated any revenue from its product candidates, and may never generate revenue or become profitable.

Investment in biotechnology product development is a highly speculative undertaking and entails substantial upfront capital expenditures and significant risks that any product candidate will fail to demonstrate adequate efficacy or an acceptable safety profile, gain regulatory approval, and become commercially viable. Mentari has no products approved for commercial sale, has not generated any revenue from product sales to date, and continues to incur significant research and development and other expenses related to Mentari’s ongoing operations. Mentari does not expect to generate product revenue unless or until Mentari successfully completes preclinical and clinical development and obtains regulatory approval for, and then successfully commercializes, at least one of its product candidates.

Mentari may never succeed in these activities and, even if it does, may never generate revenues that are significant or large enough to achieve profitability. If Mentari is unable to raise sufficient additional capital to advance a product candidate to commercialization or generate sufficient revenue through the sale of any approved products, Mentari may be unable to continue operations without additional funding.

Mentari incurred significant net losses in each period since it commenced operations in June 2025. Mentari generated net losses of $19.4 million for the period from June 2025 (inception) to December 31, 2025. As of December 31, 2025, Mentari had an accumulated deficit of $19.4 million. Mentari expects to continue to incur losses for the foreseeable future. Mentari’s operating expenses and net losses may fluctuate significantly from quarter to quarter and year to year. Mentari anticipates that its expenses will increase substantially if and as Mentari:

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In addition, Mentari’s expenses will increase if, among other things, it is required by the FDA or other regulatory authorities to perform clinical trials or studies in addition to, or different than, those that Mentari currently anticipates, there are any delays in completing Mentari’s clinical trials or the development of any of its product candidates, or there are any third-party challenges to Mentari’s intellectual property or Mentari needs to defend against any intellectual property-related claim.

Even if Mentari obtains regulatory approval for, and is successful in commercializing, one or more of Mentari’s product candidates, Mentari expects to incur substantial additional research and development and other expenditures to develop and market additional product candidates and/or to expand the approved indications of any marketed product. Mentari may encounter unforeseen expenses, difficulties, complications, delays, and other unknown factors that may adversely affect its business. The size of Mentari’s future net losses will depend, in part, on the rate of future growth of Mentari’s expenses and its ability to generate revenue.

Mentari’s failure to become profitable would decrease its value and could impair its ability to raise capital, maintain its research and development efforts, expand its business, and/or continue its operations. A decline in the value of the Combined Company’s stock could also cause stockholders to lose all or part of their investment.

Risks Related to Mentari’s Discovery, Development, and Commercialization

Mentari faces competition from entities that have developed or may develop product candidates for the diseases addressed by Mentari’s product candidates.

The development and commercialization of drugs is highly competitive. Mentari’s product candidates, if approved, will face significant competition and Mentari’s failure to effectively compete may prevent it from achieving significant market penetration. Mentari competes with a variety of multinational biopharmaceutical companies, specialized biotechnology companies, and emerging biotechnology companies, as well as academic institutions, governmental agencies, and public and private research institutions, among others. If approved for migraine prevention, MT-001 (anti-PACAP), MT-002 (anti-CGRP × PACAP bispecific), and MT-003 (anti-CGRP) would compete with four anti-CGRP monoclonal antibodies approved by the FDA for migraine prevention: erenumab (Aimovig^®), marketed by Amgen and Novartis; galcanezumab (Emgality^®), marketed by Eli Lilly; fremanezumab (Ajovy^®), marketed by Teva; and eptinezumab (Vyepti^®), marketed by Lundbeck. Mentari’s product candidates would also compete with oral CGRP receptor antagonists approved for migraine prevention, including atogepant (Qulipta^®), marketed by AbbVie, and rimegepant (Nurtec^® ODT/Vydura^®), marketed by Pfizer. Mentari’s product candidates may also compete with the historically approved preventative therapies, such as antiepileptics, beta blockers and Botox^®. Mentari is aware of several companies with product candidates in clinical development for migraine prevention and treatment, including H. Lundbeck A/S, Eli Lilly and Company, Teva Pharmaceutical Industries, Amgen, Inc., Novartis AG, AbbVie Inc., Pfizer Inc., AstraZeneca PLC, and others. Many of the companies with which Mentari is currently competing or will compete against in the future have significantly greater financial resources and expertise in research and development, manufacturing, preclinical testing, conducting clinical trials, obtaining regulatory approvals, and commercialization than Mentari does, and are further along in the clinical development and/or commercialization

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process. Mergers and acquisitions in the pharmaceutical and biotechnology industry may result in even more resources being concentrated among a smaller number of Mentari’s competitors. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. These competitors also compete with Mentari in recruiting and retaining qualified scientific and management personnel, establishing clinical trial sites, raising capital, enrolling patients in clinical trials, establishing and defending rights to intellectual property, as well as in acquiring technologies complementary to, or necessary for, Mentari’s product candidates.

Mentari’s competitors have developed or are developing, and may in the future develop, product candidates or products competitive with Mentari’s product candidates. Competitive therapeutic treatments include those that have already been approved and accepted by the medical community and any potential new treatments, including those currently under clinical development. In particular, MT-001 and MT-002 target the PACAP pathway, and the most advanced PACAP-targeted investigational therapy of which Mentari is aware—Lu AG09222, an intravenous anti-PACAP monoclonal antibody in development by Lundbeck. Mentari’s success will depend partially on its ability to develop and commercialize products that have a competitive safety, efficacy, dosing, and/or presentation profile. Mentari’s commercial opportunity and success will be reduced or eliminated if competing products are safer, more effective, less expensive, or have a more attractive dosing profile or presentation than the products Mentari develops, or if competitors develop products or biosimilars that enter the market more quickly than Mentari and gain market acceptance. Conversely, the lack of commercial success of other competing therapies may raise concerns about the financial viability of Mentari’s product candidates.

In addition, because of the competitive landscape for migraine prevention, Mentari may also face competition for establishing clinical trial sites and enrolling patients. Patient enrollment will depend on many factors, including if potential clinical trial patients choose to undergo treatment with approved products or enroll in competitors’ ongoing clinical trials for product candidates that are under development for the same indications as Mentari’s product candidates. An increase in the number of approved products for the indications Mentari is targeting with its product candidates will likely further exacerbate this competition. Mentari’s inability to enroll a sufficient number of patients could, among other impacts, delay Mentari’s development timeline, which may further harm Mentari’s competitive position.

Mentari’s programs are in the preclinical and clinical stages of development and may fail in development or suffer delays that materially and adversely affect Mentari’s viability. If Mentari or its future collaborators are unable to complete development of or commercialize Mentari’s product candidates, or experience significant delays in doing so, Mentari’s business will be materially harmed.

Mentari has no commercially approved products. Mentari’s programs are in the preclinical and clinical stages of development, and Mentari has not completed any clinical trials. As a result, Mentari expects it will be many years before Mentari commercializes any product candidate, if ever. Mentari’s ability to achieve and sustain profitability depends on obtaining regulatory approvals for, and successfully commercializing, Mentari’s product candidates, either alone or with third parties, and Mentari cannot guarantee that it will ever obtain regulatory approval for any of its product candidates. Mentari has not yet demonstrated its ability to complete any clinical trials, obtain regulatory approvals, manufacture a commercial-scale product or arrange for a third party to do so on Mentari’s behalf, or conduct sales and marketing activities necessary for successful product commercialization. Before obtaining regulatory approval for the commercial distribution of any product candidate, Mentari or an existing or future collaborator must conduct extensive preclinical tests and clinical trials to demonstrate the safety and efficacy in humans of the product candidate.

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Mentari or its collaborators may experience delays in initiating or completing preclinical studies or clinical trials. Mentari or its collaborators also may experience numerous unforeseen events during, or as a result of, any future preclinical studies or clinical trials that Mentari could conduct that could delay or prevent Mentari’s ability to receive regulatory approval or commercialize its product candidates, including:

Commencing clinical trials in the United States is subject to acceptance by the FDA of an IND and finalizing the trial design based on discussions with the FDA. Commencing clinical trials in jurisdictions outside

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of the United States is similarly subject to acceptance by the applicable regulatory authority of clinical trial documentation following discussions with such authority. In the event that the FDA or other applicable regulatory authority requires Mentari to complete additional preclinical studies or Mentari is required to satisfy other FDA or foreign regulatory authority requests, respectively, prior to commencing clinical trials, the start of Mentari’s first clinical trial for a product candidate may be delayed. Even after Mentari receives and incorporates guidance from these regulatory authorities, the FDA or other regulatory authorities could disagree as to whether Mentari has satisfied their requirements to commence any clinical trial or change their position on the acceptability of Mentari’s trial design or the clinical endpoints selected, which may require Mentari to complete additional preclinical studies or clinical trials, delay the enrollment of Mentari’s clinical trials or impose stricter approval conditions than Mentari currently expects. There are analogous processes and risks applicable to clinical trial applications in other countries, including but not limited to Canada, New Zealand, Australia, countries in the EU, and countries in Asia.

Mentari may not have the financial resources to continue development of its product candidates if Mentari experiences any issues that delay or prevent regulatory approval of, or Mentari’s ability to commercialize, its product candidates. Mentari or its future collaborators’ inability to complete development of, or commercialize Mentari’s product candidates, or significant delays in doing so, could have a material and adverse effect on Mentari’s business, financial condition, results of operations, and prospects.

Mentari is substantially dependent on the success of its lead product candidates, MT-001 and MT-002, and Mentari’s anticipated clinical trials for such product candidates may not be successful.

Mentari’s future success is substantially dependent on its ability to timely obtain regulatory approval for, and then successfully commercialize, MT-001 and MT-002. Mentari is initially investing a majority of its efforts and financial resources into the research and development of these programs. Mentari plans to file an IND or CTA for MT-001 and MT-002 in mid-2026 and the first quarter of 2027, respectively. Mentari expects Phase 2a proof-of-concept data in 2028 for MT-001 and Phase 1 healthy volunteer data in 2027 for MT-002. The success of MT-001 and MT-002 depends on demonstrating clinically meaningful benefit over standard of care, which may include favorable data on reduction in monthly migraine days, proportion of patients achieving a ≥50% reduction in monthly migraine days, durable prevention of migraine, and/or a convenient low-volume subcutaneous route of administration with an extended dosing interval. Mentari’s belief that its product candidates will show favorable clinical data is based in part on preclinical studies demonstrating target engagement and pathway inhibition for the CGRP and PACAP pathways and on the clinical validation of the anti-CGRP mechanism by approved therapies and of the anti-PACAP mechanism by Lundbeck’s data to date. If Mentari’s clinical trials do not demonstrate adequate target engagement or a meaningful reduction in monthly migraine days, the clinical and commercial potential of Mentari’s product candidates will be significantly and adversely affected.

Mentari’s product candidates will require evaluation of preclinical, clinical, and manufacturing activities, preclinical and clinical development, regulatory approval in multiple jurisdictions, substantial investment, and significant marketing efforts before Mentari generates any revenues from product sales. Mentari is not permitted to market or promote its product candidates before it receives regulatory approval from the FDA and comparable foreign regulatory authorities, and Mentari may never receive such regulatory approvals.

The success of Mentari’s product candidates will depend on a variety of factors. Mentari does not have complete control over many of these factors, including certain aspects of clinical development and the regulatory submission process, potential threats to Mentari’s intellectual property rights, potential threats from the intellectual property rights of third parties and the manufacturing, marketing, distribution, and sales efforts of any future collaborator. Accordingly, Mentari cannot assure you that it will ever be able to generate revenue through the sale of these product candidates, even if approved. If Mentari is not successful in obtaining regulatory approval for and commercializing MT-001, MT-002, or future product candidates, or is significantly delayed in doing so, Mentari’s business will be materially harmed.

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Mentari’s product candidates are based on novel technology in fields that have seen significant recent development activity, which makes it difficult to predict the time and cost of product candidate development and subsequently obtaining regulatory approval.

Mentari has focused its research and development efforts on migraine prevention. While the CGRP pathway has been clinically and commercially validated by multiple approved therapies, Mentari’s product candidates incorporate novel elements—including an anti-PACAP monoclonal antibody (MT-001), a bispecific antibody simultaneously targeting CGRP and PACAP (MT-002), and an anti-CGRP monoclonal antibody engineered for a quarterly subcutaneous dosing interval (MT-003)—that have not yet been validated in clinical trials by Mentari. The PACAP pathway has seen initial clinical validation through Lundbeck’s data to date for Lu AG09222, but no anti-PACAP therapy has received regulatory approval, and the class as a whole has limited clinical precedent compared to the more established anti-CGRP class. No bispecific antibody targeting both CGRP and PACAP has entered clinical development, and there is no established regulatory or clinical precedent for a product candidate of this type in migraine. Developing and, if approved, commercializing Mentari’s product candidates subjects Mentari to challenges including demonstrating superiority or meaningful differentiation relative to well-established approved therapies and obtaining regulatory approval from the FDA and other regulatory authorities in an indication with well-defined but demanding efficacy endpoints.

Mentari’s approach to migraine prevention aims to identify and select targets with a demonstrated or hypothesized role in migraine pathophysiology; to develop antibodies that potently and selectively inhibit those targets; to, where possible, identify and develop biomarkers to select patient populations and demonstrate target engagement and pathway inhibition; and to engineer its antibodies to optimize pharmacokinetics and dosing convenience through half-life extension technology. This strategy may not prove to be successful. Mentari may not be able to discover, develop, and utilize biomarkers to demonstrate target engagement, pathway engagement, and the impact on migraine frequency and severity of its product candidates. Mentari cannot be sure that its approach will yield satisfactory therapeutic products that are safe and effective, scalable, or profitable. Moreover, public perception of drug safety issues, including adoption of new therapeutics or novel approaches to treatment, may adversely influence the willingness of subjects to participate in clinical trials, or if approved, of physicians to subscribe to novel treatments.

If Mentari does not achieve its projected development objectives in the time frames Mentari announces and expects, the commercialization of its product candidates may be delayed which may harm Mentari’s reputation and prospects, increase its expenses, and cause its stock price to decline.

From time to time, Mentari estimates the timing of the anticipated accomplishment of various scientific, clinical, regulatory and other product development goals, which Mentari sometimes refers to as milestones. These milestones may include the commencement or completion of scientific studies and clinical trials, such as the expected timing for the initiation of Mentari’s Phase 1 clinical trials of MT-001 and MT-002, the timing for receipt of clinical data, and the timing for the submission of regulatory filings. From time to time, Mentari may publicly announce the expected timing of some of these milestones. All of these milestones are and will be based on numerous assumptions. The actual timing of these milestones can vary dramatically compared to Mentari’s estimates, in many cases for reasons beyond Mentari’s control. If Mentari does not meet these milestones as publicly announced, or at all, Mentari’s prospects and reputation may be adversely affected, and its stock price may decline. Additionally, delays relative to Mentari’s projected timelines are likely to cause overall expenses to increase, which may require Mentari to raise additional capital sooner than expected and prior to achieving targeted development milestones.

Mentari’s approach to the discovery and development of its product candidates is unproven, and Mentari may not be successful in its efforts to build a pipeline of product candidates with commercial value.

Mentari’s approach to the discovery and development of its product candidates leverages tested mechanisms of action in migraine—CGRP and PACAP pathway inhibition—and incorporates advanced antibody engineering

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designed to overcome limitations of existing approved therapies, including optimized half-life extension for infrequent subcutaneous dosing and, for MT-002, bispecific architecture designed to achieve simultaneous dual-pathway inhibition in a single molecule. Mentari’s product candidates are purposefully designed to differentiate from existing product candidates and products while maintaining the same, tested mechanisms of action. However, the scientific research that forms the basis of Mentari’s efforts to develop differentiated product candidates using half-life extension technologies is ongoing and may not result in viable product candidates. Mentari has no clinical data on product candidates targeting CGRP and/or PACAP pathways in migraine patients demonstrating whether they are safe or effective for long-term treatment in humans. Mentari also has no clinical data to indicate whether its antibody engineering designed to optimize half-life translates into improved safety, tolerability, convenience, or efficacy in humans. The long-term safety and efficacy of Mentari’s product candidates compared to currently approved products is unknown.

Mentari may ultimately discover that utilizing half-life extension technologies and bispecific engineering to simultaneously inhibit CGRP and PACAP for Mentari’s targeted migraine indications, and any product candidates resulting therefrom, do not possess certain properties required for therapeutic effectiveness. Mentari currently has only preclinical data regarding the increased half-life properties and bispecific targeting mechanism of Mentari’s product candidates, and the same results may not be seen in humans. In addition, product candidates using half-life extension technologies or bispecific CGRP × PACAP architecture may demonstrate different chemical, pharmacological and biological properties in patients than they do in laboratory studies. This technology and any product candidates resulting therefrom may not demonstrate the same chemical and pharmacological properties in humans and may interact with human biological systems in unforeseen, ineffective, or harmful ways. Many product candidates that appeared highly promising in preclinical studies or in early-stage clinical trials have failed when advanced into, or further in, clinical development.

In addition, other companies are developing drug products that target CGRP, PACAP, or both, or that utilize half-life extension technology for migraine or other indications. The failure of those companies to demonstrate the safety and/or efficacy of their product candidates may be harmful to Mentari’s business, financial condition, results of operations, and prospects. Conversely, if those companies are successful in demonstrating safety and/or efficacy of their product candidates, these competitive products may instead gain and hold the applicable market.

In addition, Mentari may in the future seek to discover and develop product candidates that are based on novel targets and technologies that are unproven. If Mentari’s discovery or business development activities fail to identify novel targets or technologies for drug development, or such targets or technologies prove to be unsuitable for treating human disease, Mentari may not be able to develop viable additional product candidates. Mentari and its future collaborators may never receive approval to market and commercialize any product candidate. Even if Mentari or a future collaborator obtains regulatory approval, the approval may be for targets, disease indications or patient populations that are not as broad as Mentari intended or desired or may require labeling that includes significant use or distribution restrictions or safety warnings. If the products resulting from Mentari’s product candidates prove to be ineffective, unsafe, or commercially unviable, Mentari’s product candidates and pipeline would have little, if any, value, which would have a material and adverse effect on Mentari’s business, financial condition, results of operations, and prospects.

Preclinical and clinical development involves a lengthy and expensive process that is subject to delays and with uncertain outcomes, and results of earlier studies and trials may not be predictive of future clinical trial results. If Mentari’s preclinical studies and clinical trials are not sufficient to support regulatory approval of any of its product candidates, Mentari may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development of such product candidate.

Before obtaining regulatory approval from regulatory authorities for the sale of any product candidate, Mentari must complete preclinical studies and then conduct extensive clinical trials to demonstrate the safety and efficacy of Mentari’s product candidate in humans. Mentari’s clinical trials may not be conducted as planned or completed on schedule, if at all, and failure can occur at any time during the preclinical study or clinical trial

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process. Furthermore, a failure of one or more clinical trials can occur at any clinical trial phase. The outcome of preclinical studies and early-stage clinical trials may not be predictive of the success of later clinical trials. Moreover, preclinical and clinical data are often susceptible to varying interpretations and analyses, and many companies that have believed their product candidates performed satisfactorily in preclinical studies and clinical trials have nonetheless failed to obtain regulatory approval of their product candidates. In addition, Mentari expects to rely on patients to provide feedback on subjective measures, including headache frequency, pain severity, and functional impact, and quality of life, which are inherently difficult to evaluate. These measures can be influenced by factors outside of Mentari’s control and can vary widely from day to day for a particular patient, and from patient to patient and from site to site within a clinical trial.

Mentari cannot be sure that the FDA or comparable foreign regulatory authorities will agree with Mentari’s clinical development plans. Mentari plans to use the data from healthy volunteers from its Phase 1 clinical trials of MT-001 and MT-002 to support additional clinical development. However, there is no guarantee the data from such Phase 1 trials will support additional development. If the FDA or comparable foreign regulatory authorities require Mentari to conduct additional trials or enroll additional healthy volunteers or patients, Mentari’s development timeline may be delayed. Mentari cannot be sure that submission of an IND or similar foreign application will result in the FDA or comparable foreign regulatory authorities, as applicable, allowing clinical trials to begin in a timely manner, if at all. Moreover, even if these trials begin, issues may arise that could cause regulatory authorities to suspend or terminate such clinical trials. Events that may prevent successful or timely initiation or completion of clinical trials include: inability to generate sufficient preclinical, toxicology or other in vivo or in vitro data to support the initiation or continuation of clinical trials; delays in reaching a consensus with regulatory authorities on study design or implementation of the clinical trials; delays or failure in obtaining regulatory authorization to commence a trial; delays in reaching agreement on acceptable terms with prospective CROs and clinical trial sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and clinical trial sites; delays in identifying, recruiting and training suitable clinical investigators; delays in obtaining required IRB approval or positive ethics committee opinions at each clinical trial site; delays in manufacturing, testing, releasing, validating or importing/exporting sufficient stable quantities of Mentari’s product candidates for use in clinical trials or the inability to do any of the foregoing; failure by Mentari’s CROs, other third parties or Mentari to adhere to clinical trial protocols; failure to perform in accordance with the FDA’s or any other regulatory authority’s good clinical practice (“GCP”) requirements or regulatory guidelines; changes to the clinical trial protocols; clinical sites deviating from trial protocol or dropping out of a trial; changes in regulatory requirements, guidance or clinical trial plans that require amending or submitting new clinical protocols; selection of clinical endpoints that require prolonged periods of observation or analyses of resulting data; transfer of manufacturing processes to new or larger-scale facilities and delays or failure by Mentari’s CMOs or Mentari to make any necessary changes to such manufacturing process; and third parties being unwilling or unable to satisfy their contractual obligations to Mentari.

Mentari could also encounter delays if a clinical trial is suspended or terminated by Mentari, by the IRBs or ethics committees of the institutions in which such clinical trials are being conducted, by the Data Safety Monitoring Board, if any, for such clinical trial or by the FDA or comparable foreign regulatory authorities. Such authorities may suspend or terminate a clinical trial due to a number of factors, including failure to conduct the clinical trial in accordance with regulatory requirements or Mentari’s clinical trial protocols, inspection of the clinical trial operations or trial site by the FDA or comparable foreign regulatory authorities resulting in the imposition of a clinical hold, unforeseen safety issues or adverse side effects, failure to demonstrate a benefit from the product candidate, changes in governmental regulations or administrative actions or lack of adequate funding to continue the clinical trial. If Mentari is required to conduct additional clinical trials or other testing of its product candidates beyond those that Mentari currently contemplates, if Mentari is unable to successfully complete clinical trials of its product candidates, if the results of these trials are not positive or are only moderately positive or if there are safety concerns, Mentari’s business and results of operations would be adversely affected.

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Mentari may encounter difficulties enrolling patients in its clinical trials, and its clinical development activities could thereby be delayed or otherwise adversely affected.

The timely completion of clinical trials in accordance with their protocols depends, among other things, on Mentari’s ability to enroll a sufficient number of patients who remain in the trial until its conclusion. Mentari may experience difficulties in patient enrollment in clinical trials for a variety of reasons, including:

Mentari or its partners may encounter difficulties or delays in enrollment of its clinical trials due to the availability of newly approved therapies and competing products. For example, four anti-CGRP monoclonal antibodies (erenumab, galcanezumab, fremanezumab, and eptinezumab) and two oral CGRP receptor antagonists (atogepant and rimegepant) are approved for migraine prevention in the United States. As a result, Mentari or its partners’ ability to enroll participants in clinical trials for migraine prevention may be hampered if potential participants choose to instead avail themselves of these approved therapies, or if patients who are inadequate responders to approved CGRP therapies choose to enroll in competing trials for other investigational anti-PACAP or combination therapies, including Lundbeck’s clinical program for Lu AG09222.

Preliminary, “topline” or interim data from Mentari’s clinical trials that Mentari announces or publishes from time to time may change as more patient data become available and are subject to audit and verification procedures.

From time to time, Mentari may publicly disclose preliminary or topline data from its preclinical studies and clinical trials, which are based on a preliminary analysis of then-available data. The results and related findings and conclusions are subject to change following a more comprehensive review of the data. Mentari also makes assumptions, estimations, calculations, and conclusions as part of its analyses of these data without the opportunity to fully and carefully evaluate complete data. As a result, the preliminary or topline results that Mentari reports may differ from future results of the same studies, or different conclusions or considerations may qualify such results, once additional data have been received and fully evaluated or subsequently made subject to audit and verification procedures.

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Any preliminary or topline data should be viewed with caution until the final data are available. From time to time, Mentari may also disclose interim data from its preclinical studies and clinical trials. Interim data are subject to the risk that one or more of the clinical outcomes may materially change as patient enrollment continues and more patient data become available or as patients from Mentari’s clinical trials continue other treatments. Further, others, including regulatory authorities, may not accept or agree with Mentari’s assumptions, estimates, calculations, conclusions, or analyses or may interpret or weigh the importance of data differently, which could impact the value of the particular product candidate, the approvability or commercialization of the particular product candidate and of Mentari as a company. In addition, the information Mentari chooses to publicly disclose regarding a particular preclinical study or clinical trial is based on what is typically extensive information, and you or others may not agree with what Mentari determines is material or otherwise appropriate information to include in Mentari’s disclosure. As a result, you or others may have reached different conclusions based on such extensive information in comparison to Mentari’s publicly disclosed conclusion regarding a particular preclinical study or clinical trial. If the preliminary, topline, or interim data that Mentari reports differ from actual results, or if others, including regulatory authorities, disagree with the conclusions reached, Mentari’s ability to obtain approval for, and commercialize, Mentari’s product candidates may be harmed, which could harm Mentari’s business, operating results, prospects, or financial condition.

Mentari’s future clinical trials or those of its future collaborators may reveal significant adverse events or undesirable side effects not seen in Mentari’s preclinical studies and may result in a safety profile that could halt clinical development, inhibit regulatory approval, or limit commercial potential or market acceptance of any of Mentari’s product candidates.

Results of Mentari’s clinical trials could reveal a high or unacceptable severity and prevalence of side effects, adverse events or unexpected characteristics. Mentari has not yet completed any clinical trials in humans. If significant adverse events or other side effects are observed in any of Mentari’s future clinical trials, Mentari may have difficulty recruiting patients to such trials, patients may drop out of Mentari’s trials, or Mentari may be required to abandon the trials or Mentari’s development efforts of one or more product candidates altogether. For example, there have been reports of constipation, increased blood pressure, and injection site reactions in anti-CGRP therapy clinical trials and/or in the postmarketing setting. Although the approved anti-CGRP class has generally demonstrated a favorable safety profile in clinical trials and post-marketing experience, Mentari cannot be certain that MT-001, MT-002, or future product candidates will not exhibit unexpected or more severe adverse events. Because no anti-PACAP monoclonal antibody has been approved, the full safety profile of the anti-PACAP class in humans is not yet established. Adverse events observed in other anti-PACAP clinical programs, including Lu AG09222, or in Mentari’s own clinical trials could adversely affect Mentari’s development programs.

Because MT-001 and MT-002 target PACAP, a neuropeptide with roles beyond migraine, including in cardiovascular and gastrointestinal physiology, it is possible that patients in Mentari’s future clinical trials could exhibit adverse events related to inhibition of PACAP signaling in these other systems. Additionally, because MT-002 is a bispecific antibody with no approved comparator of this modality in migraine, Mentari has no class-level safety precedent to guide expectations for MT-002’s safety profile. Mentari, the FDA or other applicable regulatory authorities, or an IRB or ethics committee, may suspend any clinical trials of any product candidate at any time for various reasons, including a belief that subjects or patients in such trials are being exposed to unacceptable health risks or adverse side effects. Some potential products developed in the biotechnology industry that initially showed therapeutic promise in early-stage studies and trials have later been found to cause side effects that prevented their further development. Other potential products have shown side effects in preclinical studies, which side effects do not present themselves in clinical trials in humans. Even if the side effects do not preclude the product candidate from obtaining or maintaining regulatory approval, undesirable side effects may inhibit market acceptance of the approved product due to tolerability concerns relative to other therapies. In addition, an extended half-life could prolong the duration of undesirable side effects, which could also inhibit market acceptance. Adverse events could also affect patient recruitment or the ability of enrolled subjects to complete Mentari’s clinical trials or could result in potential product liability claims. Potential side

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effects associated with Mentari’s product candidates may not be appropriately recognized or managed by the treating medical staff, as toxicities resulting from Mentari’s product candidates may not be normally encountered in the general patient population and by medical personnel. Any of these occurrences could harm Mentari’s business, financial condition, results of operations, and prospects significantly.

In addition, even if Mentari successfully advances its product candidates or any future product candidate through clinical trials, such trials will only include a limited number of patients and limited duration of exposure to Mentari’s product candidates. As a result, Mentari cannot be assured that adverse effects of Mentari’s product candidates will not be uncovered when a significantly larger number of patients are exposed to the product candidate after approval. Further, any clinical trials may not be sufficient to determine the effect and safety consequences of using Mentari’s product candidates over a multi-year period.

Mentari may expend its limited resources to pursue a particular program and fail to capitalize on programs that may be more profitable or for which there is a greater likelihood of success.

Because Mentari has limited financial and managerial resources, Mentari focuses its research and development efforts on certain selected programs. For example, Mentari is initially focused primarily on its lead product candidates, MT-001 and MT-002, targeting the PACAP and CGRP pathways in migraine prevention, as well as MT-003, MT-004, and MT-005. As a result, Mentari may forgo or delay pursuit of opportunities with other programs that later prove to have greater commercial potential. Mentari’s resource allocation decisions may cause Mentari to fail to capitalize on viable commercial products or profitable market opportunities. Mentari’s spending on current and future research and development product candidates for specific indications may not yield any commercially viable product candidates. If Mentari does not accurately evaluate the commercial potential or target market for a particular product candidate, Mentari may relinquish valuable rights to that product candidate through collaboration, licensing, or other royalty arrangements in cases in which it would have been more advantageous for Mentari to retain sole development and commercialization rights to such product candidate. In addition, Mentari may select product candidates amongst a variety of potential product candidates, and the product candidates Mentari selects may fail to be viable commercial products or the product candidates Mentari does not select may have a greater likelihood of success.

Any approved products resulting from Mentari’s current programs or any future program may not achieve adequate market acceptance among clinicians, patients, healthcare third-party payors, and others in the medical community necessary for commercial success and Mentari may not generate any future revenue from the sale or licensing of such products.

Even if regulatory approval is obtained for a product candidate resulting from one of Mentari’s current or future programs, Mentari may not gain market acceptance among physicians, healthcare professionals, patients, healthcare payors, or the medical community. Mentari may not generate or sustain revenue from sales of the product due to factors such as whether the product can be sold at a competitive cost and whether it will otherwise be accepted in the market. Market acceptance will depend on many factors, including factors that are not within Mentari’s control.

There are four approved anti-CGRP monoclonal antibodies and two approved oral CGRP receptor antagonists for migraine prevention in the United States. These products have established strong market positions, physician familiarity, and reimbursement frameworks. MT-001 and MT-002 are designed for patients with inadequate response to standard of care therapies and therefore depend on physicians identifying and escalating such patients, which may not occur at sufficient rates to support broad adoption. MT-003 is designed to compete directly in the anti-CGRP class with a differentiated subcutaneous quarterly dosing regimen; however, there is no assurance that clinicians or payors will perceive this dosing convenience as sufficiently differentiated from existing options to support switching or new prescriptions. Market participants with significant influence over acceptance of new treatments, such as clinicians and third-party payors, may not adopt Mentari’s product candidates, and step-therapy requirements, prior authorization policies, or formulary

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placement decisions by payors could limit patient access even if Mentari’s product candidates receive regulatory approval. Mentari may not be able to convince the medical community and third-party payors to accept and use, or to provide favorable reimbursement for, any programs developed by Mentari or its existing or future collaborators.

Market acceptance of Mentari’s product candidates may be negatively impacted by potential poor performance of Mentari’s competitors, including the occurrence of serious adverse events in such competitors’ clinical trials or failure by such competitors to obtain and maintain regulatory approval for their product candidates. Additionally, although Mentari believes that the improved dosing and convenience it expects its product candidates to provide will improve market acceptance of such product candidates and that Mentari’s product candidates will have a competitive efficacy profile, Mentari’s predictions may not be accurate and other competitive products may instead gain and hold the applicable market. Sales of medical products also depend on the willingness of clinicians to prescribe the treatment. Mentari cannot predict whether clinicians, clinicians’ organizations, hospitals, other healthcare providers, government agencies, or private insurers will determine that Mentari’s product is safe, therapeutically effective, cost effective or less burdensome as compared with competing treatments. If any current or future product candidate is approved but does not achieve an adequate level of acceptance by such parties, Mentari may not generate or derive sufficient revenue from that product candidate and may not become or remain profitable.

Certain of Mentari’s programs may compete with Mentari’s other programs, which could negatively impact Mentari’s business and reduce Mentari’s future revenue.

Mentari is developing MT-001 and MT-002, each targeting migraine prevention, and its future product candidates may also target migraine prevention. However, developing multiple product candidates for the same therapeutic indication may negatively impact Mentari’s business if the product candidates compete with each other. For example, if multiple product candidates are conducting clinical trials at the same time, they could compete for the enrollment of patients. In addition, if multiple product candidates are approved for migraine prevention, they may compete for market share, which could limit Mentari’s future revenue. In particular, MT-001 (anti-PACAP) and MT-002 (anti-CGRP × PACAP bispecific) are both designed to address patients with inadequate response to anti-CGRP therapy; if both are approved, they may compete for the same patient population and physician preference, potentially limiting the combined commercial opportunity of these two programs.

Mentari’s research and development efforts are concentrated in migraine prevention, a field with an established competitive landscape and well-defined efficacy standards. If the scientific basis for Mentari’s approach proves insufficient or the field experiences setbacks, Mentari’s entire pipeline could be adversely affected.

Mentari has concentrated its research and development efforts on migraine prevention, with its lead product candidates, MT-001 and MT-002, targeting the PACAP and CGRP pathways. The migraine prevention field has a well-established regulatory and clinical framework, with multiple approved therapies providing both clinical validation of targeted pathways and competitive benchmarks. However, demonstrating differentiation over approved therapies in a field with established efficacy standards presents significant clinical development risk. If Mentari’s product candidates fail to show meaningful differentiation over approved anti-CGRP therapies in terms of efficacy, safety, or dosing convenience, Mentari’s ability to achieve market penetration could be severely limited. If the PACAP pathway fails to validate as a clinically meaningful target in migraine—for example, if further clinical data from Lundbeck’s program or from Mentari’s own trials do not show meaningful efficacy in patients with inadequate response to anti-CGRP therapy—the scientific rationale for MT-001 and MT-002 could be undermined. Because Mentari’s pipeline is concentrated in a single therapeutic area, Mentari does not have the benefit of diversification across multiple therapeutic areas that could offset failures in any one program. A setback in one program could have a disproportionate impact on Mentari’s business, financial condition, results of operations, and prospects relative to a company with a more diversified pipeline. Adverse developments in the

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migraine prevention field generally, including safety signals or clinical failures by other companies developing therapies for similar indications, could negatively affect investor sentiment, regulatory scrutiny, and patient enrollment for Mentari’s clinical trials, regardless of the merits of Mentari’s own product candidates.

Mentari plans to conduct clinical trials for product candidates at sites outside the United States, and the FDA may not accept data from trials conducted in such locations.

Mentari plans to conduct one or more of its Phase 1 clinical trials for MT-001 and/or MT-002, as well as future trials, outside the United States in whole or in part, including potentially in Canada, the UK, the EU, Australia, and/or New Zealand. Although the FDA may accept data from clinical trials conducted outside the United States, acceptance of this data is subject to conditions imposed by the FDA. For example, the clinical trial must be well designed and conducted and performed by qualified investigators in accordance with ethical principles. The trial population must also adequately represent the U.S. population, and the data must be applicable to the U.S. population and U.S. medical practice in ways that the FDA deems clinically meaningful. In addition, while these clinical trials are subject to the applicable local laws, FDA acceptance of the data will depend on Mentari’s determination that the trials also complied with all applicable U.S. laws and regulations. Many foreign regulatory authorities have similar requirements for clinical data gathered outside of their respective jurisdictions. In addition, such foreign trials would be subject to the applicable local laws of the foreign jurisdictions where the trials are conducted. There can be no assurance that the FDA or any comparable foreign regulatory authority will accept data from trials conducted outside of the United States or the relevant jurisdiction, as applicable. If the FDA or any comparable foreign regulatory authority does not accept such data, it would likely result in the need for additional trials, which would be costly and time-consuming and would delay or permanently halt Mentari’s development of the applicable product candidates or delay or prevent regulatory approval for commercialization in the applicable jurisdiction. Even if the FDA or any comparable foreign regulatory authority accepted such data, it could require Mentari to modify its planned clinical trials to receive clearance to initiate such trials in the United States or the relevant jurisdiction, as applicable, or to continue such trials once initiated.

Further, conducting international clinical trials presents additional risks that may delay completion of Mentari’s clinical trials. These risks include the failure of enrolled patients in foreign countries to adhere to clinical protocol as a result of differences in healthcare services or cultural customs that could restrict or limit Mentari’s ability to conduct its clinical trials, the administrative burdens of conducting clinical trials under multiple sets of foreign regulations, foreign exchange fluctuations, diminished protection of intellectual property in some countries, as well as political and economic risks relevant to foreign countries.

Risks Related to Mentari’s Reliance on Third Parties

Mentari relies on collaborations and licensing arrangements with third parties, including Paragon and Paragon Laboratories. If Mentari is unable to maintain these collaborations or licensing arrangements, or if these collaborations or licensing arrangements are not successful, Mentari’s business could be negatively impacted.

Mentari relies on its collaboration with third parties, including Paragon and Paragon Laboratories, for a substantial portion of its discovery capabilities and for the rights necessary to develop and commercialize its product candidates. In the future, Mentari could also rely on additional licensing arrangements with third parties. For example, Mentari has entered into the Paragon Option Agreements and the MT-001/002 License Agreement. However, Paragon or Paragon Laboratories could terminate these agreements under certain circumstances, including Mentari’s failure to make any payments owed to Paragon or Paragon Laboratories under the agreements or any uncured material breach of such agreements by Mentari, in which event Mentari may lose intellectual property rights and may not be able to develop or commercialize the product candidates covered by those agreements, including MT-001 and MT-002.

Collaborations or licensing arrangements that Mentari enters into may not be successful, and any success will depend heavily on the efforts and activities of such collaborators or licensors. If any of Mentari’s

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collaborators or licensors experiences delays in performance of, or fails to perform, their obligations under their agreement with Mentari, disagrees with Mentari’s interpretation of the terms of such agreement, or terminates their agreement with Mentari, Mentari’s pipeline and product candidates and development timeline could be adversely affected. If Mentari fails to comply with any of the obligations under its collaborations or license agreements, including payment terms and diligence terms, Mentari’s collaborators or licensors may have the right to terminate such agreements, in which event Mentari may lose intellectual property rights and may not be able to develop, manufacture, market or sell the products covered by Mentari’s agreements or may face other penalties under Mentari’s agreements. Mentari’s collaborators and licensors may also fail to properly maintain or defend the intellectual property Mentari has licensed from them, if required by Mentari’s agreement with them, leading to the potential invalidation of Mentari’s intellectual property, or they may even infringe upon Mentari’s intellectual property rights, any of which could subject Mentari to litigation or arbitration, which would be time-consuming and expensive and could harm Mentari’s ability to commercialize its product candidates. In addition, collaborators could independently develop, or develop with third parties, products that compete directly or indirectly with Mentari’s product candidates and products if the collaborators believe that the competitive products are more likely to be successfully developed or can be commercialized under terms that are more economically attractive than Mentari’s.

As part of Mentari’s strategy, Mentari plans to evaluate additional opportunities to enhance its capabilities and expand its development pipeline or add development or commercialization capabilities. Mentari may not realize the benefits of such collaborations, alliances or licensing arrangements. Any of these relationships may require Mentari to incur non-recurring and other charges, increase Mentari’s near and long-term expenditures, issue securities that dilute Mentari’s existing stockholders or disrupt Mentari’s management and business.

Mentari may face significant competition in attracting appropriate collaborators, and more established companies may also be pursuing strategies to license or acquire third-party intellectual property rights that Mentari considers attractive. These companies may have a competitive advantage over Mentari due to their size, financial resources and greater clinical development and commercialization capabilities. In addition, companies may be unwilling to assign or license rights to Mentari, whether they perceive Mentari to be a competitor or for other reasons. Whether Mentari reaches a definitive agreement for a collaboration will depend, among other things, upon Mentari’s assessment of the collaborator’s resources and expertise, the terms and conditions of the proposed collaboration and the proposed collaborator’s evaluation of a number of factors. Collaborations are complex and time-consuming to negotiate, document and execute. In addition, consolidation among large pharmaceutical and biotechnology companies has reduced the number of potential future collaborators. Mentari may not be able to negotiate additional collaborations on a timely basis, on acceptable terms or at all. If Mentari fails to enter into collaborations and does not have sufficient funds or expertise to undertake the necessary development and commercialization activities, Mentari may not be able to further develop its product candidates or bring them to market.

Risks associated with the in-licensing or acquisition of product candidates could cause substantial delays in the preclinical and clinical development of Mentari’s product candidates.

Mentari has relied and continues to rely on Paragon, and expects to rely on Mentari’s future licensing partners, to (i) conduct research and development in accordance with the applicable protocol, legal, regulatory, and scientific standards, (ii) accurately report the results of all preclinical studies conducted prior to Mentari’s licensing or acquisition of the relevant product candidates, and (iii) correctly collect and interpret the data from these studies. If the research and development processes or the results of the development programs prior to Mentari’s licensing or acquisition of Mentari’s product candidates prove to be unreliable, this could result in increased costs and delays in the development of Mentari’s product candidates, which could adversely affect any future revenue from such product candidates, if approved.

Mentari may also acquire or in-license additional product candidates for preclinical or clinical development in the future as Mentari continues to build its pipeline. The risks associated with acquiring or in-licensing product

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candidates could result in delays in the commencement or completion of Mentari’s preclinical studies and clinical trials, if they are ever commenced or completed, and Mentari’s ability to generate revenues from its product candidates may be delayed. Please see the section titled “Risk Factors—Risks Related to Mentari’s Intellectual Property—If Mentari is unable to obtain or maintain necessary rights to its programs through acquisitions and in-licenses, Mentari’s business may be materially harmed” below for additional information regarding such risks.

Mentari currently relies, and plans to rely in the future, on third parties to conduct and support its preclinical studies and clinical trials. If these third parties do not properly and successfully carry out their contractual duties or meet expected deadlines, Mentari may not be able to obtain regulatory approval of or commercialize Mentari’s product candidates.

Mentari has utilized and plans to continue to utilize and depend upon independent investigators and collaborators, such as medical institutions, CROs, contract testing labs and strategic partners, to conduct and support Mentari’s preclinical studies and clinical trials under agreements with Mentari. Mentari will rely heavily on these third parties over the course of its preclinical studies and clinical trials, and Mentari controls only certain aspects of their activities. As a result, Mentari will have less direct control over the conduct, timing and completion of these preclinical studies and clinical trials and the management of data developed through preclinical studies and clinical trials than would be the case if Mentari was relying entirely upon its own staff. Nevertheless, Mentari is responsible for ensuring that each of its studies and trials is conducted in accordance with the applicable protocol, legal, regulatory, and scientific standards, and Mentari’s reliance on these third parties does not relieve Mentari of its regulatory responsibilities. Mentari and its third-party contractors and CROs are required to comply with GCP, which are regulations and guidelines enforced by the FDA and comparable foreign regulatory authorities for all of Mentari’s product candidates in clinical development. If Mentari or any of these third parties fail to comply with applicable GCP regulations, the clinical data generated in Mentari’s clinical trials may be deemed unreliable and the FDA or comparable foreign regulatory authorities may require Mentari to perform additional clinical trials before approving Mentari’s marketing applications. Mentari cannot assure you that upon inspection by a given regulatory authority, such regulatory authority will determine that any of Mentari’s clinical trials comply with GCP. In addition, Mentari’s clinical trials must be conducted with products manufactured in accordance with cGMP. Mentari’s failure to comply with these requirements may require Mentari to repeat clinical trials, which would delay the regulatory approval process. Moreover, Mentari’s business may be implicated if any of these third parties violates federal or state fraud and abuse or false claims laws and regulations or healthcare privacy and security laws, and foreign equivalents.

Any third parties conducting Mentari’s clinical trials will not be its employees and, except for remedies available to Mentari under its agreements with such third parties, Mentari cannot control whether they devote sufficient time and resources to Mentari’s programs. These third parties may encounter challenges hiring and retaining sufficient qualified personnel or they may be involved in mergers, acquisitions or similar transactions and may have relationships with other commercial entities, including Mentari’s competitors, for whom they may also be conducting clinical trials or other product development activities, which could negatively affect their performance on Mentari’s behalf and the timing thereof and could lead to products that compete directly or indirectly with Mentari’s current or future product candidates. If these third parties do not successfully carry out their contractual duties or obligations or meet expected deadlines, if they need to be replaced or if the quality or accuracy of the clinical data they obtain is compromised due to the failure to adhere to Mentari’s clinical protocols or regulatory requirements or for other reasons, Mentari’s clinical trials may be extended, delayed or terminated and Mentari may not be able to complete development of, obtain regulatory approval of or successfully commercialize its product candidates.

In addition, Mentari plans to rely on foreign CROs and CMOs, including WuXi Biologics (Hong Kong) Limited (“WuXi Biologics (Hong Kong)”), for formulation and manufacturing of Mentari’s Phase 1 clinical trial materials, and will likely continue to rely on foreign CROs and CMOs in the future. Foreign CMOs may be the target of U.S. legislation, trade restrictions and other foreign regulatory requirements which could increase the

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cost or reduce the supply of material available to Mentari, delay the procurement or supply of such material, restrict or even prohibit Mentari’s ability to work with such CMOs, or have an adverse effect on Mentari’s ability to secure significant commitments from governments to purchase potential therapies.

The biopharmaceutical industry in China is strictly regulated by the Chinese government. Changes to Chinese regulations or government policies affecting biopharmaceutical companies are unpredictable and may have a material adverse effect on Mentari’s collaborators in China which could have an adverse effect on Mentari’s business, financial condition, results of operations, and prospects. In addition, the United States government has imposed significant tariffs on imports from China and other countries and may impose more restrictions on goods, including biologically derived substances, manufactured in or imported from China or other countries or impose other restrictions on companies’ ability to work with Chinese or other foreign counterparties. Evolving changes in China’s public health, economic, political, and social conditions and the uncertainty around China’s relationship with other governments, such as the United States and the UK, could also negatively impact Mentari’s ability to manufacture its product candidates for its planned clinical trials or have an adverse effect on its ability to secure government funding, which could adversely affect Mentari’s financial condition and cause Mentari to delay its clinical development programs. Furthermore, if one or more of Mentari’s collaborators or vendors in China is deemed to be a biotechnology company of concern under the BIOSECURE Act, Mentari’s operations and financial condition may be negatively impacted as a result of any delays or increased costs arising from the trade restrictions and other foreign regulatory requirements affecting such collaborators. In addition, while Mentari has established relationships with CROs and CMOs outside of China, moving to those suppliers in the event of a geopolitical instability affecting Mentari’s collaborators in China could introduce delays into the development program.

Mentari relies on the use of third-party CMOs to manufacture Mentari’s product candidates, and Mentari expects to continue to rely on third-party CMOs to produce Mentari’s products, if approved. Mentari’s business could be adversely affected if Mentari is unable to use third-party manufacturing sites or if the third-party manufacturers encounter difficulties in production.

Mentari does not currently own any facility that may be used as Mentari’s clinical-scale manufacturing and processing facility and must rely on CMOs to manufacture Mentari’s product candidates. Mentari has not yet caused its product candidates to be manufactured on a commercial scale and may not be able to do so for any of Mentari’s product candidates, if approved. Mentari currently has a single source for its supply of Mentari’s product candidates. If there should be any disruption in such supply arrangement, including any adverse events affecting Mentari’s sole supplier, or if Mentari experiences delays or difficulties in transferring, or is unable to successfully transfer, Mentari’s manufacturing processes, it could have a negative effect on the clinical development of Mentari’s product candidates and other operations while Mentari works to identify and qualify an alternate supply source. Mentari has limited control over the manufacturing process of, and may be dependent on, Mentari’s contract manufacturing partners for compliance with cGMP requirements and any other regulatory requirements of the FDA or comparable foreign regulatory authorities for the manufacture of Mentari’s product candidates. Beyond periodic audits, Mentari has limited control over the ability of its CMOs to maintain adequate quality control, quality assurance, and qualified personnel. If the FDA or another applicable regulatory authority does not approve these facilities for the manufacture of Mentari’s product candidates or withdraws any approval in the future, Mentari may need to find alternative manufacturing facilities, which would require the incurrence of significant additional costs and delays and materially adversely affect Mentari’s ability to develop, obtain regulatory approval for or market its product candidates, if approved. Mentari, or its future contract manufacturers, any future collaborators and their contract manufacturers could be subject to periodic unannounced inspections by the FDA, competent authorities of member states of the European Union (“EU Member States”) or other comparable foreign regulatory authorities, to monitor and ensure compliance with cGMP. Despite Mentari’s efforts to audit and verify regulatory compliance, one or more of Mentari’s third-party manufacturing vendors may be found on regulatory inspection by the FDA, competent authorities of EU Member States or other comparable foreign regulatory authorities to be noncompliant with cGMP regulations. Mentari’s failure, or the failure of Mentari’s CMOs, to comply with applicable regulations could result in sanctions being

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imposed on Mentari, including fines, injunctions, civil penalties, delays, suspension, variation or withdrawal of approvals, license revocation, seizures or recalls of product candidates or drugs, operating restrictions and criminal prosecutions, any of which could significantly and adversely affect supplies of Mentari’s product candidates or products, if approved, and harm Mentari’s business and results of operations.

Moreover, Mentari’s CMOs may experience manufacturing difficulties due to resource constraints, supply chain issues, intellectual property disputes or as a result of labor disputes or unstable political environments. If any CMOs on which Mentari will rely fail to manufacture quantities of Mentari’s product candidates at quality levels necessary to meet regulatory requirements and at a scale sufficient to meet anticipated demand at a commercially reasonable cost, Mentari’s business, financial condition, and prospects could be materially and adversely affected. In addition, Mentari’s CMOs are responsible for transporting temperature-controlled materials that can be inadvertently degraded during transport due to several factors, rendering certain batches unsuitable for trial use for failure to meet, among others, Mentari’s integrity and purity specifications. Mentari and any of its CMOs may also face product seizure or detention or refusal to permit the import or export of products. Mentari’s business could be materially adversely affected by business disruptions to Mentari’s third-party providers that could materially adversely affect Mentari’s anticipated timelines, potential future revenue and financial condition and increase Mentari’s costs and expenses. Each of these risks could delay or prevent the completion of Mentari’s preclinical studies and clinical trials or the approval of any of Mentari’s product candidates by the FDA or comparable foreign regulatory authorities, result in higher costs or adversely impact commercialization of Mentari’s product candidates.

Risks Related to Mentari’s Business and Operations

In order to successfully implement its plans and strategies, Mentari will need to grow the size of its organization and Mentari may experience difficulties in managing this growth.

Mentari expects to experience significant growth in the number of its employees and the scope of Mentari’s operations, particularly in the areas of preclinical and clinical drug development, technical operations, clinical operations, and regulatory affairs. To manage its anticipated future growth, Mentari must continue to implement and improve its managerial, operational, financial, and personnel systems, expand Mentari’s facilities, and continue to recruit and train additional qualified personnel. Due to its limited financial resources and the limited experience of its management team working together in managing a company with such anticipated growth, Mentari may not be able to effectively manage the expansion of its operations or recruit and train additional qualified personnel.

Mentari will be highly dependent on its key personnel and anticipates hiring new key personnel. If Mentari is not successful in attracting and retaining highly qualified personnel, Mentari may not be able to successfully implement its business strategy.

As of June 15, 2026, Mentari had no employees. Mentari’s ability to compete in the highly competitive biotechnology and pharmaceutical industries depends upon its ability to attract and retain highly qualified managerial, scientific, and medical personnel. Mentari will be highly dependent on Mentari’s managerial, scientific, and medical personnel. Although Mentari expects to enter into employment agreements with Mentari’s executive officers, each of them may terminate their employment with Mentari at any time. Mentari does not expect to maintain “key person” insurance for any of Mentari’s executives or other employees. The loss of the services of Mentari’s executive officers or other key employees could impede the achievement of Mentari’s research, development and commercialization objectives and seriously harm its ability to successfully implement its business strategy. Furthermore, replacing executive officers and key personnel may be difficult and may take an extended period of time. If Mentari does not succeed in attracting and retaining qualified personnel, it could materially adversely affect Mentari’s business, financial condition, and results of operations. Mentari could in the future have difficulty attracting and retaining experienced personnel and may be required to expend significant financial resources in Mentari’s employee recruitment and retention efforts.

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Mentari’s future growth may depend, in part, on its ability to operate in foreign markets, where Mentari would be subject to additional regulatory burdens and other risks and uncertainties.

Mentari’s future growth may depend, in part, on its ability to develop and commercialize its product candidates, if approved, in foreign markets for which Mentari may rely on collaboration with third parties. Recent and ongoing changes in the United States trade policy with foreign countries, including the continued uncertainty surrounding U.S. tariffs and potential retaliatory measures by foreign governments, may disrupt the global supply chain for biopharmaceutical products. For example, in September 2025, President Trump announced plans to impose 100% tariffs on imported branded or patented pharmaceuticals, unless the importing company is building U.S. manufacturing capacity. It is not yet clear whether these tariffs would apply to the importation of active pharmaceutical ingredients and possibly bulk drug products that are intended for use in clinical trials and not for commercial sale, which could increase the costs of materials for Mentari’s clinical trials. Any direct tariffs, if imposed on pharmaceutical products, may result in increased costs for raw materials and contract manufacturing services, reduced ability to source critical CMOs, and a delay in Mentari’s development timelines.

Mentari is not permitted to market or promote any of its product candidates before Mentari receives regulatory approval from the applicable foreign regulatory authority, and Mentari may never receive such regulatory approval for any of its product candidates. To obtain separate regulatory approval in many other countries, Mentari must comply with numerous and varying regulatory requirements of such countries regarding safety and efficacy and governing, among other things, clinical trials and commercial sales, pricing, and distribution of Mentari’s product candidates, if approved, and Mentari cannot predict success in these jurisdictions. If Mentari fails to comply with the regulatory requirements in international markets and receive applicable regulatory approvals, Mentari’s target market will be reduced and Mentari’s ability to realize the full market potential of its product candidates will be harmed and its business will be adversely affected. Moreover, even if Mentari obtains approval of its product candidates and ultimately commercialize its product candidates in foreign markets, Mentari would be subject to the risks and uncertainties, including the burden of complying with complex and changing foreign regulatory, tax, accounting and legal requirements and reduced protection of intellectual property rights in some foreign countries.

Mentari’s estimates of market opportunity and forecasts of market growth may prove to be inaccurate, and even if the markets in which Mentari competes achieve the forecasted growth, Mentari’s business may not grow at similar rates, or at all.

Mentari’s market opportunity estimates and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates which may not prove to be accurate. Mentari’s estimates and forecasts relating to size and expected growth of its target market may prove to be inaccurate. Even if the markets in which Mentari competes meet its size estimates and growth forecasts, Mentari’s business may not grow at similar rates, or at all. Mentari’s growth is subject to many factors, including its success in implementing its business strategy, which is subject to many risks and uncertainties.

Mentari’s revenue will be dependent, in part, upon the size of the markets in the territories for which Mentari gains regulatory approval, the accepted price for the product, the ability to obtain coverage and reimbursement and whether Mentari owns the commercial rights for that territory. If the number of its addressable patients is not as significant as Mentari estimates, the indication approved by regulatory authorities is narrower than Mentari expects or the treatment population is narrowed by competition, physician choice, or treatment guidelines, Mentari may not generate significant revenue from sales of such products, even if approved.

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Mentari’s employees, independent contractors, consultants, commercial collaborators, principal investigators, CROs, CMOs, suppliers and vendors may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements.

Mentari is exposed to the risk that its employees, independent contractors, consultants, commercial collaborators, principal investigators, CROs, CMOs, suppliers and vendors acting for or on its behalf may engage in misconduct or other improper activities. Misconduct by these parties could include intentional, reckless, or negligent conduct or disclosure of unauthorized activities to Mentari that violates FDA regulations, including those laws requiring the reporting of true, complete, and accurate information to the FDA, manufacturing standards, federal and state healthcare laws and regulations, and laws that require the true, complete, and accurate reporting of financial information or data. In particular, sales, marketing and business arrangements in the healthcare industry are subject to extensive laws and regulations intended to prevent fraud, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs, and other business arrangements. Misconduct by these parties could also involve the improper use of individually identifiable information, including, without limitation, information obtained in the course of clinical trials, which could result in regulatory sanctions and serious harm to Mentari’s reputation. Mentari has adopted a code of conduct, but it is not always possible to identify and deter misconduct by these parties and the precautions Mentari takes to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting Mentari from governmental investigations or other actions or lawsuits stemming from a failure to comply with these laws or regulations.

Mentari’s internal information technology systems, or those of any of its CROs, manufacturers, other contractors or consultants, third party service providers, or existing or future collaborators, may fail or suffer security or data privacy breaches or other unauthorized or improper access to, use of, or destruction of Mentari’s proprietary or confidential data, employee data or personal data, which could result in additional costs, loss of revenue, significant liabilities, harm to Mentari’s brand and material disruption of Mentari’s operations.

In the ordinary course of its business, Mentari and the third parties upon which Mentari relies collect, receive, store, process, generate, use, transfer, disclose, make accessible, protect, secure, dispose of, transmit, and share (collectively, “Process”) proprietary, confidential, and sensitive data, including personal data, intellectual property, trade secrets, and other sensitive data (collectively, “Sensitive Information”).

Despite the implementation of security measures in an effort to protect systems that store Mentari’s information, given their size and complexity and the increasing amounts of information maintained on Mentari’s internal information technology systems and those of Mentari’s third-party CROs, other contractors (including sites performing Mentari’s clinical trials), third party service providers and supply chain companies, and consultants, these systems are potentially vulnerable to breakdown or other damage or interruption from service interruptions, system malfunction, natural disasters, terrorism, war and telecommunication and electrical failures, as well as security breaches from inadvertent or intentional actions by Mentari’s employees, contractors, consultants, business partners and/or other third parties, or from cyber-attacks by malicious third parties, which may compromise Mentari’s system infrastructure or lead to the loss, destruction, alteration or dissemination of, or damage to, Mentari’s data.

Some actors now engage and are expected to continue to engage in cyber-attacks, including without limitation nation-state actors for geopolitical reasons and in conjunction with military conflicts and defense activities. During times of war and other major conflicts, Mentari, and the third parties upon which Mentari relies, may be vulnerable to a heightened risk of these attacks, including retaliatory cyber-attacks, that could materially disrupt Mentari’s systems and operations. In particular, severe ransomware attacks are becoming increasingly prevalent and can lead to significant interruptions in Mentari’s operations, loss of sensitive data and income, reputational harm, and diversion of funds. Extortion payments may alleviate the negative impact of a

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ransomware attack, but Mentari may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments.

To the extent that any disruption or security breach were to result in loss, destruction, unavailability, alteration, or dissemination of, or damage to, Mentari’s data or applications, or for it to be believed or reported that any of these occurred, Mentari could incur liability and reputational damage and the development and commercialization of its product candidates could be delayed. Further, Mentari’s insurance policies may not be adequate to compensate Mentari for the potential losses arising from any such disruption in, or failure or security breach of, Mentari’s systems or third-party systems where information important to Mentari’s business operations or commercial development is stored.

Mentari’s remote workforce may create additional risks for its information technology systems and data because Mentari’s employees work remotely and utilize network connections, computers, and devices working at home, while in transit and in public locations. Additionally, business transactions (such as acquisitions or integrations) could expose Mentari to additional cybersecurity risks and vulnerabilities, as Mentari’s systems could be negatively affected by vulnerabilities present in acquired or integrated entities’ systems and technologies.

While Mentari has implemented security measures designed to protect against security incidents, there can be no assurance that these measures will be effective. Mentari may be unable in the future to detect vulnerabilities in its information technology systems because such threats and techniques change frequently, are often sophisticated in nature, and may not be detected until after a security incident has occurred. Further, Mentari may experience delays in developing and deploying remedial measures designed to address any such identified vulnerabilities. Applicable data privacy and security obligations may require Mentari to notify relevant stakeholders of security incidents. Such disclosures are costly, and the disclosure or the failure to comply with such requirements could lead to adverse consequences.

Mentari relies on third-party service providers and technologies to operate critical business systems to Process Sensitive Information in a variety of contexts. Mentari’s ability to monitor these third parties’ information security practices is limited, and these third parties may not have adequate information security measures in place. If its third-party service providers experience a security incident or other interruption, Mentari could experience adverse consequences. While Mentari may be entitled to damages if its third-party service providers fail to satisfy their privacy or security-related obligations to Mentari, any award may be insufficient to cover its damages, or Mentari may be unable to recover such award. In addition, supply-chain attacks have increased in frequency and severity, and Mentari cannot guarantee that third parties’ infrastructure in Mentari’s supply chain or Mentari’s third-party partners’ supply chains have not been compromised.

If Mentari (or a third party upon whom Mentari relies) experiences a security incident or is perceived to have experienced a security incident, Mentari may experience adverse consequences, such as government enforcement actions (for example, investigations, fines, penalties, audits, and inspections); additional reporting requirements and/or oversight; restrictions on Processing Sensitive Information (including personal data); litigation (including class claims); indemnification obligations; negative publicity; reputational harm; monetary fund diversions; interruptions in Mentari’s operations (including availability of data); financial loss; and other similar harms. Security incidents and attendant consequences may cause stakeholders (including investors and potential customers) to stop supporting Mentari’s platform, deter new customers from products, and negatively impact Mentari’s ability to grow and operate Mentari’s business.

Mentari’s contracts may not contain limitations of liability, and even where they do, there can be no assurance that limitations of liability in Mentari’s contracts are sufficient to protect Mentari from liabilities, damages, or claims related to its data privacy and security obligations. Mentari cannot be sure that its insurance coverage will be adequate or sufficient to protect Mentari from or to mitigate liabilities arising out of Mentari’s privacy and security practices, that such coverage will continue to be available on commercially reasonable terms or at all, or that such coverage will pay future claims.

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Mentari is subject to stringent and changing laws, regulations and standards, and contractual obligations relating to privacy, data protection, and data security. The actual or perceived failure to comply with such obligations could lead to government enforcement actions (which could include civil or criminal penalties), fines and sanctions, private litigation and/or adverse publicity and could negatively affect Mentari’s operating results and business.

Mentari, and third parties Mentari works with, are or may become subject to numerous domestic and foreign laws, regulations, and standards relating to privacy, data protection, and data security, the scope of which is changing, subject to differing applications and interpretations, and may be inconsistent among countries, or conflict with other rules. In addition, Mentari is and may become subject to the terms of contractual obligations related to privacy, data protection, and data security. Mentari’s obligations may also change or expand as its business grows. The actual or perceived failure by Mentari or third parties related to Mentari to comply with such laws, regulations and obligations could increase Mentari’s compliance and operational costs, expose Mentari to regulatory scrutiny, actions, fines and penalties, result in reputational harm, lead to a loss of customers, result in litigation and liability, and otherwise cause a material adverse effect on Mentari’s business, financial condition, and results of operations.

If Mentari fails to comply with environmental, health and safety laws and regulations, Mentari could become subject to fines or penalties or incur costs that could have a material adverse effect on the success of Mentari’s business.

Mentari is subject to numerous environmental, health and safety laws and regulations, including those governing laboratory procedures and the handling, use, storage, treatment and disposal of hazardous materials and wastes. Mentari’s operations may involve the use of hazardous and flammable materials, including chemicals and biological and radioactive materials. In addition, Mentari may incur substantial costs in order to comply with current or future environmental, health and safety laws and regulations. These current or future laws and regulations may impair Mentari’s research, development, or commercialization efforts. Failure to comply with these laws and regulations also may result in substantial fines, penalties, or other sanctions.

Mentari may be subject to adverse legislative or regulatory tax changes that could negatively impact its financial condition.

The rules governing U.S. federal, state and local income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service (“IRS”) and the U.S. Treasury Department. Changes to tax laws (which changes may have retroactive application) could adversely affect the Combined Company’s stockholders or Mentari. Mentari assesses the impact of various tax reform proposals and modifications to existing tax treaties in all jurisdictions where Mentari has operations to determine the potential effect on its business and any assumptions Mentari has made about its future taxable income. Mentari cannot predict whether any specific proposals will be enacted, the terms of any such proposals or what effect, if any, such proposals would have on Mentari’s business if they were to be enacted.

For example, the United States enacted the Inflation Reduction Act of 2022, which implements, among other changes, a 1% excise tax on certain stock buybacks. In addition, beginning in 2022, the Tax Cuts and Jobs Act (the “TCJA”) eliminated the previously available option to deduct research and development expenditures and requires taxpayers to amortize them generally over five years for research activities conducted in the United States and over fifteen years for research activities conducted outside the United States. On July 4, 2025, the U.S. Congress enacted the One Big Beautiful Bill Act, which includes a provision restoring the immediate deductibility of domestic research and development expenditures. The impact of this newly enacted law on Mentari’s tax position will depend on how the provision is implemented and interpreted by the IRS and other regulatory authorities. In addition, Mentari has no assurance as to whether, when and how this provision may be subject to further amendment or repeal. Such changes, among others, may adversely affect Mentari’s effective tax rate, results of operations, and financial condition.

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Mentari may acquire businesses, product candidates, or products, or form strategic alliances, in the future, and may not realize the benefits of such acquisitions.

Mentari may acquire additional businesses or products, form strategic alliances, or create joint ventures with third parties that Mentari believes will complement or augment its existing business. If Mentari acquires businesses with promising markets or technologies, Mentari may not be able to realize the benefit of acquiring such businesses if Mentari is unable to successfully integrate them with its existing operations and company culture. Mentari may encounter numerous difficulties in developing, manufacturing, and marketing any new product candidates or products resulting from a strategic alliance or acquisition that delay or prevent Mentari from realizing their expected benefits or enhancing Mentari’s business. There is no assurance that, following any such acquisition, Mentari will achieve the synergies expected in order to justify the transaction, which could result in a material adverse effect on Mentari’s business and prospects.

Mentari maintains its cash at financial institutions, often in balances that exceed federally-insured limits. The failure of financial institutions could adversely affect Mentari’s ability to pay its operational expenses or make other payments.

Mentari’s cash held in non-interest-bearing and interest-bearing accounts exceeds the FDIC insurance limits. If such banking institutions were to fail, Mentari could lose all or a portion of those amounts held in excess of such insurance limitations. For example, the FDIC took control of Silicon Valley Bank in March 2023. The Federal Reserve subsequently announced that account holders would be made whole. However, the FDIC may not make all account holders whole in the event of future bank failures. In addition, even if account holders are ultimately made whole with respect to a future bank failure, account holders’ access to their accounts and assets held in their accounts may be substantially delayed. Any material loss that Mentari may experience in the future or inability for a material time period to access Mentari’s cash and cash equivalents could have an adverse effect on Mentari’s ability to pay its operational expenses or make other payments, which could adversely affect Mentari’s business.

Risks Related to Mentari’s Intellectual Property

Mentari’s intellectual property portfolio is at an early stage. Therefore, its ability to obtain and protect its patent rights, and protect other proprietary rights, is uncertain, exposing it to the possible loss of competitive advantage.

Mentari will rely upon a combination of patents, trademarks, trade secret protection, copyrights and confidentiality agreements, licenses, and its agreements with Paragon and Paragon Laboratories to protect the intellectual property related to Mentari’s programs and technologies and to prevent third parties from competing unfairly with Mentari. Mentari’s success depends in large part on its ability to obtain and maintain patent protection for Mentari’s product candidates and their uses, as well as Mentari’s ability to operate without infringing on or violating the proprietary rights of others. If Mentari is unable to obtain patent protection with respect to MT-001 and MT-002, or any future product candidates, Mentari’s business, financial condition, results or operations and prospects could be materially harmed.

Mentari’s intellectual property portfolio is at an early stage. Mentari does not currently own any issued patents or pending patent applications. With respect to MT-001, MT-002, and MT-003, Paragon has filed provisional patent applications in the United States directed to (i) antibodies targeting PACAP, (ii) antibodies targeting CGRP, and (iii) antibodies targeting both PACAP and CGRP, including applications covering composition of matter, pharmaceutical formulations, and methods of using such antibodies, and Mentari has exclusively licensed such provisional patent applications related to MT-001 and MT-002 from Paragon pursuant to the MT-001/002 License Agreement. Paragon, or Mentari if and when it controls prosecution, defense, maintenance and enforcement of patents, intends to file one or more non-provisional patent applications claiming priority to this provisional patent application. However, Mentari cannot provide assurances that such non-provisional patent application(s) will be filed, nor whether such non-provisional patent application(s), if

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filed, will issue, the breadth of any resulting issued patent(s), or whether any issued patent(s) will be found to be invalid, unenforceable, or will be challenged by third parties.

Any issued patents may not afford sufficient protection of Mentari’s product candidates or their intended uses against competitors, nor can there be any assurance that the patents issued will not be infringed, designed around, or invalidated by third parties, or effectively prevent others from commercializing competitive technologies, products, or product candidates. Even if these patents are granted, they may be difficult to enforce. Further, any issued patents that Mentari may license or own covering Mentari’s product candidates could be narrowed or found invalid or unenforceable if challenged in court or before administrative bodies in the United States or abroad, including the USPTO. If Mentari does not obtain patent coverage for the work Mentari is conducting, or if Mentari obtains such rights but they are invalidated or rendered unenforceable, Mentari may be unable to exclude competitors from pursuing and marketing the same or similar product candidates. Other risks Mentari faces if it is not able to obtain and maintain patent coverage for Mentari’s product candidates are the reduction in valuation of its product candidates, and ultimately of Mentari as a company, by potential investors, and Mentari’s inability to assert claims for infringement against third parties or counterclaim against such third parties or negotiate more advantageous settlement parameters. Further, if Mentari encounters delays in its clinical trials or delays in obtaining regulatory approval, the period of time during which Mentari could market its product candidates under patent protection would be reduced. Thus, the patents that Mentari may own or license may not afford Mentari any meaningful exclusivity period or competitive advantage.

Additionally, Mentari may not be able to obtain or protect Mentari’s intellectual property rights throughout the world and the legal systems in certain countries may not favor enforcement or protection of at least certain patents, trade secrets, or other intellectual property. Filing, prosecuting, maintaining, and defending patents on product candidates and other related inventions worldwide would be expensive and Mentari’s intellectual property rights in some foreign jurisdictions can be less extensive than those in the United States; the reverse may also occur. As such, Mentari may not have patents in all countries or all major markets and may not be able to obtain patents in all jurisdictions even if Mentari or its licensor files patent applications to obtain such rights. Mentari’s competitors may operate in countries where Mentari does not have patent protection and may be able to freely use its technologies and discoveries in such countries, at least to the extent not forbidden by law.

In addition to seeking patents for some of its technology and product candidates, Mentari may also rely on trade secrets, including unpatented know-how, technology, and other proprietary information, to maintain Mentari’s competitive position. Any disclosure, either intentional or unintentional, by Mentari’s employees, the employees of third parties with whom Mentari shares its facilities or third-party consultants and vendors that Mentari engages to perform research, clinical trials or manufacturing activities, or misappropriation by third parties (such as through a cybersecurity breach) of Mentari’s trade secrets or proprietary information could enable competitors to duplicate or surpass Mentari’s technological achievements, thus eroding Mentari’s competitive position in its market. In order to protect its proprietary technology and processes, Mentari relies in part on confidentiality agreements with its collaborators, employees, consultants, outside scientific collaborators and sponsored researchers and other advisors. These agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. Mentari may need to share its proprietary information, including trade secrets, with future business partners, collaborators, contractors, and others located in countries at heightened risk of theft of trade secrets, including through direct intrusion by private parties or state actors and those affiliated with or controlled by state actors. In addition, while Mentari undertakes reasonable efforts to protect its trade secrets and other confidential information from disclosure, others may independently discover trade secrets and proprietary information, and in such cases, Mentari may not be able to assert any trade secret rights against such party. Costly and time-consuming litigation could be necessary to enforce and determine the scope of Mentari’s proprietary rights and failure to obtain or maintain trade secret protection could adversely affect Mentari’s competitive business position.

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