Mentari Therapeutics has completed a 1-for-10 consolidation of its common shares and changed its name from InMed Pharmaceuticals. The changes come as the company prepares for a previously announced merger with a Delaware company also named Mentari Therapeutics; shareholders approved a proposal related to the share issuance and change of control expected from that transaction.
The merger has not yet been completed. At closing, the parent company is expected to move its legal home from British Columbia to Nevada, and the Delaware Mentari business is expected to become part of the combined company as a wholly owned operating subsidiary.
Key details
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Name change took effect November 4. The former InMed Pharmaceuticals is now Mentari Therapeutics. Its common shares are expected to begin trading on a post-consolidation basis on November 5 under the existing ticker, INM.
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The share consolidation reduces the share count, not each holder’s proportional stake. Every 10 common shares became one. Fractional entitlements were rounded to the nearest whole share, with no cash paid for rounding. The company said options and warrants were adjusted proportionately, as was the number of shares reserved under its equity plan. The shares have a new CUSIP and ISIN.
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Shareholders approved the transaction-related issuance and change of control. The proposal covered common shares to be issued to Mentari stockholders under the merger agreement, including shares issuable upon conversion of Series A preferred shares. The issuance will represent more than 20% of the common shares outstanding immediately before the first merger. The measure received 2,615,030 votes in favor, 13,420 against and 59,288 abstentions.
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A separate return-of-capital proposal also passed. Shareholders approved one or more reductions of the company’s capital. The available details do not specify the amount or other terms.
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The company designated 4,013 preferred shares as Series A Non-Voting Preferred Shares. Each is convertible at the holder’s option into 1,000 common shares, subject initially to a limit intended to prevent a holder and its affiliates from owning more than 19.99% of the common shares through conversion. The designation does not, by itself, establish how many of these preferred shares have been issued.
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The preferred shares carry limited governance rights. While at least 30% of the originally issued Series A shares remain outstanding, their holders can elect two directors as a separate class. During that period, the company also needs approval from a majority of the outstanding Series A shares for specified actions, including certain changes to their rights, increases in board size and some fundamental or change-of-control transactions.
Plain-English implications
The reverse split leaves the value of each shareholder’s proportional ownership unchanged in principle, apart from fractional-share rounding; it does not itself change the company’s overall ownership structure. The approved merger-related proposal clears a shareholder vote on the planned issuance and change of control, while the merger and the move to Nevada remain future steps subject to the merger agreement’s conditions. The Series A terms create potential conversion into common shares and give preferred holders specific board-election and approval rights while the stated ownership threshold remains in place.