S-8

As filed with the Securities and Exchange Commission on December 21, 2023

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

INMED PHARMACEUTICALS INC.

(Exact name of registrant as specified in its charter)

British Columbia	98-1428279
(State or other jurisdiction of incorporation or organization)	(I.R.S Employer Identification No.)

Suite 310 – 815 West Hastings Street

Vancouver, British Columbia V6C 1B4

Canada

Telephone: (604) 669-7207

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

InMed Pharmaceuticals Inc. Amended 2017 Stock Option Plan

(Full title of the plan)

Registered Agent Solutions, Inc.

1100 H Street NW

Suite 840

Washington, DC 20005

Telephone: (888) 705-7274

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Eric A. Adams Chief Executive Officer InMed Pharmaceuticals Inc. Suite 310 – 815 West Hastings Street Vancouver, British Columbia V6C 1B4 Canada Telephone: (604) 669-7207 Brian P. Fenske Norton Rose Fulbright US LLP 1301 McKinney, Suite 5100 Houston, Texas 77010 Telephone: (713) 651-5557

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

On December 19, 2023, the board of directors of InMed Pharmaceuticals Inc. (the “Company”), approved the reservation of additional 700,000 shares of common stock, without par value (the “Common Shares”), for allotment under the InMed Pharmaceuticals Inc. Amended 2017 Stock Option Plan (the “2017 Stock Option Plan”).

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by the Company to register the additional Common Shares. These shares are in addition to the 51,633 Common Shares that may be issued under the 2017 Stock Option Plan pursuant to the Company’s Registration Statements on Form S-8 (File No. 333-268356) filed with the Securities and Exchange Commission (the “Commission”) on November 14, 2022, Form S-8 (File No. 333-253912) filed with the Commission on March 5, 2021, and Form S-8 (File No. 333-260323) filed with the Commission on October 18, 2021 (collectively, the “Prior Registration Statements”). Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), the contents of the Prior Registration Statements are incorporated by reference into this Registration Statement, except to the extent supplemented, amended and superseded by the information set forth herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, the following documents, which have been previously filed with the Commission, are incorporated by reference into this Registration Statement:

● our Annual Report on Form 10-K for the fiscal year ended June 30, 2023, filed with the SEC on September 29, 2023 and Amendment No.1 thereto on Form 10-K/A filed with the SEC on December 21, 2023;

● our Definitive Proxy Statement on Schedule 14A, filed with the SEC on October 27, 2023;

● our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the SEC on November 14, 2023; and

● our Current Reports on Form 8-K, filed with the SEC on July 20, 2023, July 24, 2023, September 8, 2023, September 25, 2023, September 25, 2023, September 29, 2023, October 24, 2023, October 30, 2023, November 2, 2023, November 14, 2023, November 29, 2023, and December 20, 2023.

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, all documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this Registration Statement and prior to the filing of a post-effective amendment that (i) indicates that all securities offered under this Registration Statement have been sold, or (ii) deregisters all securities then remaining unsold under this Registration Statement, shall be deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement from the date of filing of such documents. In no event, however, will any information that we disclose under Item 2.02 or Item 7.01 (and any related exhibits) of any Current Report on Form 8-K that we may from time to time furnish to the Commission be incorporated by reference into, or otherwise become a part of, this Registration Statement.

For purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

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ITEM 8. Exhibits.

Exhibit No.	Exhibit Description
4.1	Amended and Restated Articles (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-239319), filed on June 19, 2020).
4.2	InMed Pharmaceuticals Inc. Amended 2017 Stock Option Plan (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-8 (File No. 333-253912) filed on March 5, 2021).
4.3	Form of Stock Option Agreement pursuant to InMed Pharmaceuticals Inc. Amended 2017 Stock Option Plan (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-8 (File No. 333-253912) filed on March 5, 2021).
4.4	Form of Specific Common Share Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Form S-1 filed on July 13, 2021).
5.1*	Opinion of Norton Rose Fulbright Canada LLP regarding legality of securities being registered.
23.1*	Consent of Marcum LLP, Independent Registered Public Accounting Firm.
23.2*	Consent of KPMG LLP, Independent Registered Public Accounting Firm.
23.3*	Consent of Norton Rose Fulbright Canada LLP (contained in Exhibit 5.1).
24.1*	Power of Attorney (included as part of signature page to this Registration Statement).
107.1*	Calculation of Filing Fee Tables

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Act, InMed Pharmaceuticals Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, British Columbia, Canada, on December 21, 2023.

INMED PHARMACEUTICALS INC.
By:	/s/ Eric A. Adams
	Eric A. Adams
	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, the undersigned officers and directors of InMed Pharmaceuticals Inc., hereby severally constitute and appoint Eric A. Adams and Jonathan Tegge, and each of them singly (with full power to each of them to act alone), his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated on December 21, 2023.

Name	Title
/s/ Eric A. Adams	President, Chief Executive Officer and Director
Eric A. Adams	(principal executive officer)
/s/ Jonathan Tegge	Interim Chief Financial Officer
Jonathan Tegge	(principal financial officer and principal accounting officer)
/s/ Janet Grove	Director
Janet Grove
/s/ Bryan Baldasare	Director
Bryan Baldasare
/s/ Andrew Hull	Director
Andrew Hull
/s/ Nicole Lemerond	Director
Nicole Lemerond

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AUTHORIZED REPRESENTATIVE

Pursuant to the requirements to Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement solely in the capacity of the duly authorized representative of InMed Pharmaceuticals Inc. in the United States on December 21, 2023.

By:	/s/ Andrew Hull
	Andrew Hull

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EX-5.1

Exhibit 5.1

December 21, 2023
InMed Pharmaceuticals Inc.	Norton Rose Fulbright Canada LLP
Suite 310 – 815 West Hastings Street Vancouver, BC V6C 1B4	222 Bay Street, Suite 3000, P.O. Box 53 Toronto, Ontario M5K 1E7 Canada
	F: +1 416.216.3930
	nortonrosefulbright.com

Re: Registration Statement of InMed Pharmaceuticals Inc. on Form S-8

Dear Sirs/Mesdames:

We have acted as counsel to InMed Pharmaceuticals Inc. (the Company), a corporation incorporated under the laws of the Province of British Columbia, in connection with the registration under the United States Securities Act of 1933, as amended (the Securities Act), pursuant to a Registration Statement on Form S- 8 (the Registration Statement), filed on or about the date hereof with the United States Securities and Exchange Commission (the SEC), of up to an aggregate of 700,000 common shares of the Company (the Common Shares) which are issuable by the Company to eligible participants pursuant to stock options granted under the Stock Option Plan of the Company, as amended, (the Stock Option Plan).

As counsel, we have made such investigations and examined the originals, or duplicate, certified, conformed, telecopied or photostatic copies of such corporate records, agreements, documents and other instruments and have made such other investigations as we have considered necessary or relevant for the purposes of this opinion, including:

a) the Registration Statement and the Stock Option Plan;

b) the articles and notice of articles of the Company;

c) certain resolutions of the Company’s board of directors; and

d) a Certificate of Good Standing dated December 21, 2023 issued by the Registrar of Companies in British Columbia.

With respect to the accuracy of factual matters material to this opinion, we have relied upon certificates or comparable documents and representations of public officials and of officers of the Company and have not performed any independent check or verification of such factual matters.

In giving this opinion, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as duplicates, certified, conformed, telecopied or photostatic copies and the authenticity of the originals of such latter documents. We have also assumed that the Certificate of Good Standing referred to above will continue to be accurate as at the date of issuance of any Common Shares issued under the Registration Statement.

The opinion set forth below is limited to the laws of the Province of Ontario and the federal laws of Canada applicable therein, in each case in effect on the date hereof. Our opinion is rendered as of the date hereof, and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention.

Where our opinion below refers to the Common Shares as being “fully-paid and non-assessable”, such opinion assumes that all required consideration (in whatever form) has been or will be paid or provided. No opinion is expressed as to the adequacy of any consideration received.

Based on the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that upon issuance and delivery of and payment for such Common Shares in accordance with the terms and conditions of the Registration Statement and the Stock Option Plan, such Common Shares being issued by the Company, will be validly issued, fully paid and non-assessable shares in the share capital of the Company.

This opinion has been prepared for your use in connection with the Registration Statement and is expressed as of the date hereof. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Registration Statement or the Common Shares.

We hereby consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the SEC promulgated thereunder. This opinion may not be quoted from or referred to in any documents other than the Registration Statement as provided for herein without our prior written consent.

Yours truly,

/s/ Norton Rose Fulbright Canada LLP

Norton Rose Fulbright Canada LLP

EX-23.1

Exhibit 23.1

Independent Registered Public Accounting Firm’s Consent

We consent to the incorporation by reference in this Registration Statement of InMed Pharmaceuticals Inc. on Form S-8 of our report dated September 29, 2023 , which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audit of the consolidated financial statements of InMed Pharmaceuticals Inc. as of June 30, 2023 and for the year ended June 30, 2023 appearing in the Annual Report on Form 10-K of InMed Pharmaceuticals, Inc. for the year ended June 30, 2023.

/s/ Marcum llp

Marcum llp

New York, NY

December 21, 2023

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors
InMed Pharmaceuticals Inc.:

We consent to the use of our report dated September 23, 2022, on the consolidated financial statements of InMed Pharmaceuticals Inc., which comprise the consolidated balance sheet as of June 30, 2022, the consolidated statements of operations, shareholder’s equity and cash flows for the year ended June 30, 2022, and the related notes, which is incorporated by reference herein.

/s/ KPMG LLP

Chartered Professional Accountants

December 21, 2023

Vancouver, Canada

EX-FILING FEES

Exhibit 107.1

Calculation of Filing Fee Tables

Form S-8

(Form Type)

InMed Pharmaceuticals Inc.

(Exact Name of Registrant as Specified in its Charter)

	Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered(1)		Proposed Maximum Offering Price Per Unit(2)		Maximum Aggregate Offering Price(2)		Fee Rate		Amount of Registration Fee
Fees to Be Paid	Equity	Common shares, no par value	Rule 457(c) and (h)		700,000	$	0.359	$	251,300		0.00014760	$	37.09
	Total Offering Amounts							$	251,300			$	37.09
	Total Fees Previously Paid												—
	Total Fee Offsets												—
			Net Fee Due									$	37.09

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