Unaudited pro forma combined: six months ended June 30, 2026 and
Filed Nov 10, 2026InMed and Mentari Therapeutics complete reverse recapitalization; pro forma combined net loss of $(37,291) thousand for the six months ended June 30, 2026
The exhibit is a pro forma combined package for a reverse recapitalization, not an operating results release for a quarter. It shows a pro forma cash balance of $478,116 thousand and pro forma net losses from continuing operations of $(37,291) thousand (six months 2026) and $(26,901) thousand (2025). No revenue, prior-period comparison or guidance is printed, and all figures are preliminary.
Key metrics
shortened, hover for the filing’s print| Metric | Value | q/q | y/y |
|---|---|---|---|
| Pro forma combined research and development, six months ended June 30, 2026other | $31.09M | – | – |
| Pro forma combined general and administrative, six months ended June 30, 2026other | $5.34M | – | – |
| Pro forma combined total operating expenses, six months ended June 30, 2026other | $38.11M | – | – |
| Pro forma combined loss from operations, six months ended June 30, 2026other | −$38.11M | – | – |
| Pro forma combined interest income, six months ended June 30, 2026other | $831K | – | – |
| Pro forma combined net loss from continuing operations, six months ended June 30, 2026other | −$37.29M | – | – |
| Pro forma net loss per share attributable to common stockholders, basic and diluted, six months ended June 30, 2026other | $(0.64) | – | – |
| InMed historical research and development, six months ended June 30, 2026other | $1.83M | – | – |
| Mentari historical research and development, six months ended June 30, 2026other | $29.27M | – | – |
| InMed historical net loss from continuing operations, six months ended June 30, 2026other | −$7.63M | – | – |
| Mentari historical net loss from continuing operations, six months ended June 30, 2026other | −$30.75M | – | – |
| Pro forma combined research and development, year ended December 31, 2025other | $21.37M | – | – |
| Pro forma combined general and administrative, year ended December 31, 2025other | $6.13M | – | – |
| Pro forma combined total operating expenses, year ended December 31, 2025other | $27.54M | – | – |
| Pro forma combined loss from operations, year ended December 31, 2025other | −$27.54M | – | – |
| Pro forma combined net loss from continuing operations, year ended December 31, 2025other | −$26.90M | – | – |
| Pro forma net loss per share attributable to common stockholders, basic and diluted, year ended December 31, 2025other | $(0.46) | – | – |
| Pro forma combined cash and cash equivalents, June 30, 2026other | $478.1M | – | – |
| Pro forma combined total assets, June 30, 2026other | $478.8M | – | – |
| Pro forma combined total liabilities, June 30, 2026other | $11.42M | – | – |
| Pro forma combined total stockholders' equity, June 30, 2026other | $467.2M | – | – |
Capital returns
- No share repurchases or dividends are printed in the filing.
- The Mentari Pre-Closing Financing had aggregate gross proceeds of $490.0 million, comprising a First Pre-Closing Financing of $290.0 million (including $50.0 million of convertible notes purchased in May 2026) and a Second Pre-Closing Financing of $200.0 million.
- Shareholders of InMed received one contingent value right (CVR) per share held as of the close of business on November 5, 2026, entitling them to certain net proceeds, if any, from disposition of pre-Merger legacy assets.
What drove it
- The filing states that the Merger is expected to be accounted for as a reverse recapitalization under U.S. GAAP, with Mentari as the accounting acquirer.
- Historical InMed research and development expense for the six months ended June 30, 2026 was $1,828 thousand, against Mentari historical research and development of $29,267 thousand. The filing states that substantially all future research and development will relate to Mentari's product candidates.
- The filing states that the Combined Company does not currently anticipate continuing material development activities for InMed's legacy programs (INM-901, INM-089 and INM-755) and expects to pursue strategic alternatives for them through the CVR structure.
- Pro forma ownership is stated as approximately 99.0% for former Mentari stockholders including Pre-Closing Financing purchasers and approximately 1.0% for InMed stockholders immediately before the effective time.
- The pro forma statements include $2.1 million of severance and retention compensation expense as an adjustment (Note 5(a)) and an accumulated deficit derecognition of $135.3 million (Note 5(m)).
Concerns
- The pro forma adjustments are described as preliminary and subject to revision, and the filing says differences from final accounting could have a material impact.
- The filing states the pro forma information does not reflect integration savings or other operating efficiencies, and that actual post-Merger results may differ significantly.
- InMed net cash at closing is stated as $(4.4) million, and the filing notes that changes in InMed's net cash at closing could change the accounting.
- The filing states that Mentari may identify differences between the two companies' accounting policies after the Merger when it conducts a more detailed review.
- Historical InMed R&D may not be indicative of future operating results, according to the filing.
- Estimated transaction costs of $22.4 million (Mentari) and $2.4 million (InMed) are shown as reductions in pro forma cash.
What to watch
- Final accounting for the reverse recapitalization and the finalized InMed net cash amount at closing, which the filing says are expected after closing.
- Any disposition, license or monetization of InMed legacy assets and the resulting net proceeds payable to CVR holders, which the filing says will be recognized as distributions when payable.
- The first reported results of the Combined Company, which the filing describes as led by Mentari management and focused on migraine prevention therapies.
- The Combined Company's listing status, since the filing lists Nasdaq approval of the listing application among closing conditions.
- Settlement of InMed severance and transaction bonus obligations before closing, which the filing says could be assumed by the Combined Company if not settled in cash.
Balance sheet and cash flow
- Pro forma combined cash and cash equivalents were $478,116 thousand at June 30, 2026. Historical figures were InMed $2,195 thousand and Mentari $65,231 thousand, with transaction accounting adjustments shown line by line in the filing.
- Pro forma total assets were $478,775 thousand and pro forma total liabilities were $11,422 thousand at June 30, 2026.
- Transaction costs of $22.4 million are estimated to be incurred by Mentari, with $1.6 million already reflected as deferred offering costs. Estimated transaction costs of $2.4 million are expected to be incurred by InMed, including an estimated $0.1 million D&O tail policy.
- InMed net cash at closing is stated as $(4.4) million, and the pro forma capitalization uses this figure.
- Pro forma statements do not record any income tax effects, because each company maintained a full valuation allowance on its deferred tax assets.
Analysis
This 8-K is not an operating results release. It is an Exhibit 99.1 containing unaudited pro forma condensed combined financial information for the Merger of InMed Pharmaceuticals and Mentari Therapeutics, which closed on November 6, 2026. No quarterly revenue, prior-period comparison, segment data, or forward guidance is printed, so the figures below describe the pro forma combined company as if the Merger had occurred on January 1, 2025 for the statements of operations and on June 30, 2026 for the balance sheet.
For the six months ended June 30, 2026, pro forma combined research and development was $31,095 thousand and general and administrative was $5,343 thousand, giving total operating expenses of $38,111 thousand and a loss from operations of $(38,111) thousand. Pro forma interest income was $831 thousand, and the net loss from continuing operations was $(37,291) thousand, or $(0.64) per share attributable to common stockholders on the pro forma weighted-average share count of 54,099,088. For the year ended December 31, 2025, the same pro forma basis shows total operating expenses of $27,536 thousand and a net loss from continuing operations of $(26,901) thousand, or $(0.46) per share. The two periods are different lengths and use different share counts, so they are shown side by side and not compared as a change.
The balance sheet at June 30, 2026 shows pro forma cash and cash equivalents of $478,116 thousand, total assets of $478,775 thousand, total liabilities of $11,422 thousand and stockholders' equity of $467,153 thousand. The cash figure reflects the Mentari Pre-Closing Financing of $490.0 million in aggregate gross proceeds, which the filing states includes $50.0 million of convertible notes purchased in May 2026, less estimated transaction costs of $22.4 million (Mentari) and $2.4 million (InMed). The filing states that InMed net cash at closing is $(4.4) million.
The historical split shows the scale difference between the two predecessors. Mentari reported research and development of $29,267 thousand and a net loss from continuing operations of $(30,754) thousand for the six months ended June 30, 2026, while InMed reported research and development of $1,828 thousand and a net loss from continuing operations of $(7,635) thousand for the same period. The filing states that the Combined Company expects substantially all future research and development to relate to Mentari's product candidates, and that InMed's legacy cannabinoid programs will be pursued only through the CVR structure.
Every figure in the pro forma statements is labelled preliminary by the filing, and the statements exclude integration savings and any tax effects, since a full valuation allowance is expected. Readers should treat the pro forma net loss as an illustrative combined figure and not as a forecast. The filing does not contain an operating outlook for the Combined Company.
Not in the filing
stated, not guessed- No reported quarterly results for the three months ended June 30, 2026 or September 30, 2026 are printed in this exhibit.
- No revenue or net revenue line is printed for any period.
- No prior-year comparison for the six months ended June 30, 2026 is printed, so prior_year and yoy_change are null.
- No prior-quarter comparison is printed, so prior_quarter and qoq_change are null.
- No gross margin, cost of sales or segment information is printed.
- No forward guidance for revenue, operating expenses, tax rate or any other metric is printed.
- No operating cash flow, free cash flow or cash used in operations for any period is printed.
- No income tax expense or benefit figure is printed; the filing states that no tax effects were recorded.
- No share repurchase or dividend amounts are printed.
- No debt amount other than the convertible notes and accrued interest elimination ($49,977 thousand and $707 thousand) is printed as a balance; no total debt figure is given.
- No executive quotes are contained in the exhibit text provided.
- No share price reaction, consensus estimates or analyst expectations are contained in the filing.
Written by an AI language model from the company’s SEC earnings filing (Form 8-K Item 2.02, or Form 6-K for a foreign private issuer). Every figure is checked against the filing text, and a metric the filing does not print, or whose value, prior period and change do not add up, is dropped from the metrics. The model can still misread a table, in the metrics or in the text, so check a number in the filing before you rely on it. Consensus estimates, price targets and share-price reactions are not shown because they are not in the filing. AI-generated research, not investment advice.