InMed Pharma & Mentari Therapeutics enter merger agreement to advance migraine prevention therapies

InMed Pharmaceuticals, Inc. (InMed) announced that it has entered into a definitive merger agreement for an all-stock transaction with Mentari Therapeutics, Inc. (Mentari), a privately-held biotechnology company developing therapies for migraine prevention, Indigo Merger Sub Corp. a wholly-owned subsidiary of InMed, and Indigo Merger Sub II, LLC, a wholly-owned subsidiary of InMed. The merger brings together Mentari’s differentiated migraine pipeline with InMed’s public market infrastructure, positioning the combined company to expedite the development of new therapies for people living with migraine, a debilitating neurological disorder affecting more than 1 billion people globally. Upon consummation of the transaction contemplated by the Agreement, the combined entity will operate as Mentari Therapeutics and trade on the Nasdaq Capital Market under a new ticker symbol.

The concurrent private placement (the “Private Placement”) was led by Fairmount with participation from Commodore Capital, Deep Track Capital, Janus Henderson Investors, a16z Bio + Health, Venrock Healthcare Capital Partners, Wellington Management, TCGX, Blackstone Multi-Asset Investing, BB Biotech, Farallon Capital, RTW Investments, LP, Vivo Capital, Perceptive Advisors and other leading investment management firms. The Private Placement will result in gross proceeds to the combined company of approximately US$ 290 million and is expected to fully fund its operations through 2028, beyond the generation of anticipated key clinical datasets from Mentari’s parallel lead programs. These programs include MT-001, an anti-PACAP (pituitary adenylate cyclase-activating polypeptide) monoclonal antibody with phase 2a proof-of-concept data expected in 2028, and MT-002, a potentially first-in-class anti-CGRP (calcitonin gene-related peptide) and anti-PACAP bispecific antibody with phase 1 healthy volunteer data expected in 2027. Together, MT-001 and MT-002 target validated, complementary, and orthogonal pathways in migraine pathophysiology and have potential to address the significant unmet need in individuals suffering from chronic and episodic migraine. Approximately 40-50% of patients treated with current approved therapies do not achieve a 50% reduction in monthly migraine days (MMDs), and fewer than one-third of patients have a 75% reduction in MMDs.

“This merger with Mentari represents an excellent opportunity for InMed shareholders to participate in the development of an exciting new drug pipeline with significant therapeutic and commercial potential,” said Eric A. Adams, president and CEO of InMed. “InMed’s board of directors and management team are in full support of this transaction and believe that Mentari’s strong balance sheet positions the company to successfully execute on the development plans for its parallel lead programmes in the treatment of migraines. We believe Mentari’s lead programs have tremendous potential to expand and reshape the migraine treatment and prevention market.”

“This transaction provides us with the capital and public market infrastructure to aggressively compete in what we believe will be the next era of migraine prevention,” said Julie Bruno, Chair of Mentari’s board. “Recent anti-PACAP clinical studies have validated this novel mechanism and generated tremendous excitement among headache specialists. MT-001 and MT-002 were designed to be potentially best-in-class, with superior convenience through subcutaneous delivery and the potential for enhanced efficacy through rational dual pathway inhibition. We have a clear regulatory path, rapid development timelines benchmarked to approved migraine therapies, and are focused on bringing these potentially transformative therapies to the millions of people who continue to suffer despite current treatment options.”

Mentari’s pipeline programs were discovered by Paragon Therapeutics, Inc. and the co-lead programs, MT-001 and MT-002, have demonstrated equal or superior in vitro potency compared to benchmark antibodies, with pharmacokinetic profiles in non-human primates projected to enable convenient subcutaneous dosing in humans.

Under the terms of the merger agreement, as of the closing of the proposed merger, the pre-merger InMed shareholders are expected to own approximately 1.51% of the combined company, which is expected to have a pro forma equity value of approximately US$ 421.4 million (inclusive of the Private Placement). The percentage of the combined company that InMed’s shareholders will own as of the closing of the proposed merger is subject to adjustment based on the estimated amount of InMed’s net cash immediately prior to the closing date.

In addition, InMed shareholders as of immediately prior to Closing (the “Holders”) will be entitled to receive additional financial consideration through (i) a potential distribution or dividend (if any) (1) payable upon a pre-closing sale, license, divestiture or other monetization transaction (i.e., a royalty transaction) of InMed research and development programs (a “Parent Legacy Transaction”), and (2) to the extent closing net cash exceeds certain thresholds described in the Agreement; and (ii) a contingent value right entitling the Holders to proceeds (if any) from a Parent Legacy Transaction received post-closing, in each case the terms of which will be described in the Agreement and/or Form 8-K to be filed in connection with the proposed transaction.

The transaction has received approval by the Board of Directors of both companies and is expected to close in the second half of 2026, subject to certain closing conditions, including, among others, approval by the stockholders of each company, the effectiveness of a registration statement to be filed with the US Securities and Exchange Commission (the “SEC”) to register the securities to be issued in connection with the proposed merger and the satisfaction of other customary closing conditions.

The combined company plans to operate under the name Mentari Therapeutics, Inc. Mentari’s existing board of directors will become directors of the combined company, chaired by Julie Bruno, Growth Partner at Fairmount, and including Michelle Pernice, operating partner at Fairmount, and Laura Sandler, chief operating officer at Oruka Therapeutics.

Lucid Capital Markets, LLC is serving as financial advisor and Norton Rose Fulbright LLP and Norton Rose Fulbright Canada LLP are serving as legal counsel to InMed. Wedbush Securities Inc. is serving as exclusive strategic financial advisor and Gibson, Dunn & Crutcher LLP is serving as legal counsel to Mentari. Jefferies, TD Cowen, Stifel, Guggenheim Securities, and Wedbush & Co., LLC are serving as the placement agents to Mentari. Cooley LLP is serving as legal counsel to the placement agents.

InMed is a pharmaceutical company focused on developing a pipeline of proprietary small molecule drug candidates targeting the CB1/CB2 receptors. InMed’s pipeline consists of three separate programs in the treatment of Alzheimer’s, ocular and dermatological indications. 

Mentari Therapeutics is a biotechnology company developing therapies for the prevention of migraine to deliver freedom from this debilitating and undertreated neurological condition that affects more than 1 billion people globally.

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