As filed with the Securities and Exchange Commissionon June 21, 2022

Registration No. 333-        

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

INMED PHARMACEUTICALS INC.

(Exact name of registrant as specified in itscharter)

InMed Pharmaceuticals Inc. Suite 310 -
815 W. Hastings Street, Vancouver, B.C.
V6C 1B4

Canada

(604) 669-7207

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

Registered Agent Solutions, Inc.

1100 H Street NW Suite 840

Washington, DC 20005

(888) 705-7274

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

Copies to:

Brian Fenske

Norton Rose Fulbright US LLP

1301 McKinney, Suite 5100

Houston, Texas 77010-3095

United States

(713) 651-5557

Trevor Zeyl

Norton Rose Fulbright Canada LLP

222 Bay Street, Suite 3000

Toronto, Ontario M5K 1E7

Canada

(416) 216-4726

Approximate date of commencement of proposedsale to the public: From time to time after the effective date of this registration statement, as determined by market and otherconditions.

If any of the securities being registered onthis Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the followingbox: ☒

If this Form is filed to register additionalsecurities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filedpursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filedpursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering: ☐

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

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

The registrant hereby amends this registrationstatement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment whichspecifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the SecuritiesAct of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commissionacting pursuant to said Section 8(a), may determine. 

The informationin this preliminary prospectus is not complete and may be changed. A registration statement relating to the securities has been filedwith the Securities and Exchange Commission. The selling shareholder may not sell these securities until the registration statement filedwith the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and itis not soliciting offers to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION,DATED JUNE 21, 2022

PRELIMINARY PROSPECTUS

7,575,756 Common Shares

InMed Pharmaceuticals Inc.

This prospectus relates to the offering and resaleby the selling shareholder identified herein of up to 7,575,756 of our common shares. The common shares being offered by the sellingshareholder consist of the following common shares issued to the selling shareholder in our June 2022 private placement (the “PrivatePlacement”): (i) 1,748,250 common shares issuable upon the exercise of pre-funded warrants at an exercise price of $0.0001per share and (ii) 5,827,506 common shares issuable upon the exercise of preferred investment options at an exercise price of $0.74 pershare. Please see “Private Placement of Warrants” beginning on page 26 of this prospectus.

We will not receive any proceeds from the saleof common shares by the selling shareholder. However, upon (i) the cash exercise of the pre-funded warrants, we will receive the exerciseprice of such warrants, for an aggregate of approximately $175, and (ii) the cash exercise of the preferred investment options, we willreceive the exercise price of such warrants, for an aggregate of approximately $4.3 million.

The selling shareholder may sell all or a portionof the common shares beneficially owned by it and the common shares are offered hereby from time to time directly or through one or moreunderwriters, broker-dealers or agents. Please see “Plan Of Distribution” on page 28 of this prospectus for moreinformation. For more information regarding the selling shareholder, see “Selling Shareholder” on page 27 of thisprospectus.

Our common shares are currently quoted underthe symbol “INM” on the Nasdaq Capital Market. We are an “emerging growth company” as defined by the JumpstartOur Business Startups Act of 2012 and, as such, we have elected to comply with certain reduced public company reporting requirementsfor this prospectus and future filings.

Investing in our common shares involves ahigh degree of risk. Please read “Risk Factors” beginning on page 12 of this prospectus.

We may amend or supplement this prospectusfrom time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplementscarefully before you make your investment decision.

Neither the Securities and Exchange Commissionnor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.

Prospectus dated June 21, 2022

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS AND EXCHANGE RATES

You should rely only on theinformation contained in this prospectus or contained in any prospectus supplement or free writing prospectus filed with the Securitiesand Exchange Commission (the “SEC”). Neither we nor the selling shareholder has authorized anyone to provide you withadditional information or information different from that contained in this prospectus filed with the SEC. The selling shareholder isoffering to sell, and seeking offers to buy, shares of our common shares only in jurisdictions where offers and sales are permitted.The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery ofthis prospectus or of any sale of our common shares. Our business, financial condition, results of operations and prospects may havechanged since that date.

We obtained the industry,market and competitive position data in this prospectus from our own internal estimates and research as well as from industry and generalpublications and research surveys and studies conducted by third parties. This information involves many assumptions and limitations,and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness ofthe data contained in these industry publications and reports. The industry in which we operate is subject to a high degree of uncertaintyand risk due to a variety of factors, including those described in “Risk Factors,” that could cause results to differ materiallyfrom those expressed in these publications and reports.

For investors outside theUnited States: Neither we nor the selling shareholder has done anything that would permit this offering or possession or distributionof this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside theUnited States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, theoffering of the common shares and the distribution of this prospectus outside the United States.

This prospectus containsreferences to our trademark and to trademarks belonging to other entities. Solely for convenience, trademarks and trade names referredto in this prospectus, including logos, artwork and other visual displays, may appear without the ® or ™ symbols, but suchreferences are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rightsor the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

Unless otherwise indicated,references in this prospectus to “$”, “dollars”, “USD”, “US$” or “United Statesdollars” are to United States dollars. Canadian dollars are referred as “Canadian dollars” or “C$”.

The high, low and closingrates for Canadian dollars in terms of the United States dollar for each of the periods indicated, as quoted by the Bank of Canada, wereas follows:

On March 31, 2022, the Bankof Canada daily rate of exchange was US$1.00 = C$1.2575 or C$1.00 = US$0.7959.

On June 17, 2022, the Bankof Canada daily rate of exchange was US$1.00 = C$1.3035 or C$1.00 = US$0.7672.    

RISK FACTORS

Investing in our commonshares involves a high degree of risk. You should carefully consider each of the following risks and uncertainties described below, togetherwith the information under the heading “Risk Factors” on page 12 of this prospectus,in our most recent Annual Report on Form 10-K for the fiscal year ended June 30, 2021 and our most recent Quarterly Report on Form 10-Qfor the quarterly period ended March 31, 2022, each of which are incorporated herein by reference, as updated or superseded by the risksand uncertainties described under similar headings in the other documents that are filed after the date hereof and incorporated by referenceinto this prospectus supplement and the accompanying prospectus, together with all of the other information contained or incorporatedby reference in this prospectus supplement and the accompanying prospectus, and any free writing prospectus that we have authorized foruse in connection with this offering before you make a decision to invest in our common shares. If any of the following risks actuallyoccurs, our business could be harmed. In that case, the trading price of our common shares could decline, and you may lose all or partof your investment.

Risks Related to our Securities

The market prices for our common sharesare volatile and will fluctuate.

The market price for our commonshares may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond our control, includingthe following: (i) actual or anticipated fluctuations in our quarterly financial results; (ii) recommendations by securities researchanalysts; (iii) changes in the economic performance or market valuations of other issuers that investors deem comparable to ours; (iv)addition or departure of our executive officers or members of our Board and other key personnel; (v) release or expiration of lock-upor other transfer restrictions on outstanding common shares; (vi) sales or perceived sales of additional common shares; (vii) liquidityof the common shares; (viii) significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitmentsby or involving us or our competitors; and (ix) news reports relating to trends, concerns, technological or competitive developments,regulatory changes and other related issues in our industry or target markets. Financial markets often experience significant price andvolume fluctuations that affect the market prices of equity securities of public entities and that are, in many cases, unrelated to theoperating performance, underlying asset values or prospects of such entities. Accordingly, the market price of our common shares may declineeven if our operating results, underlying asset values or prospects have not changed. Additionally, these factors, as well as other relatedfactors, 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 our environmental, governance and social practicesand performance against such institutions’ respective investment guidelines and criteria, and failure to meet such criteria mayresult in limited or no investment in our common shares by those institutions, which could materially adversely affect the trading priceof our common shares. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increased levelsof volatility and market turmoil continue for a protracted period of time, our operations could be materially adversely impacted and thetrading price of our common shares may be materially adversely affected.

Raising additional capital may cause dilutionto our existing shareholders, restrict our operations or require us to relinquish rights to our technologies or Product Candidates.

We may seek additional capitalthrough a combination of private and public equity offerings, debt financings, strategic partnerships and alliances and licensing arrangements.To the extent that we raise additional capital through the sale of equity or convertible debt securities, existing ownership interestswill be diluted and the terms of such financings may include liquidation or other preferences that adversely affect the rights of existingshareholders. Debt financings may be coupled with an equity component, such as warrants to purchase shares, which could also result indilution of our existing shareholders’ ownership. The incurrence of indebtedness would result in increased fixed payment obligationsand could also result in certain restrictive covenants, such as limitations on our ability to incur additional debt, limitations on ourability to acquire or license intellectual property rights and other operating restrictions that could adversely impact our ability toconduct our business and may result in liens being placed on our assets and intellectual property. If we were to default on such indebtedness,we could lose such assets and intellectual property. If we raise additional funds through strategic partnerships and alliances and licensingarrangements with third parties, we may have to relinquish valuable rights to our Product Candidates or grant licenses on terms that arenot favorable to us.

Future offerings of debt or equity securitiesmay rank senior to common shares.

If we decide to issue debtor equity securities in the future ranking senior to our common shares or otherwise incur additional indebtedness, it is possible thatthese securities or indebtedness will be governed by an indenture or other instrument containing covenants restricting our operating flexibilityand limiting our ability to pay dividends to shareholders. Additionally, any convertible or exchangeable securities that we issue in thefuture may have rights, preferences and privileges, including with respect to dividends, more favorable than those of common shares andmay result in dilution to shareholders. Because our decision to issue debt or equity securities in any future offering or otherwise incurindebtedness will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing ornature of our future offerings or financings, any of which could reduce the market price of our common shares and dilute their value.

Future sales of common shares by officersand directors may negatively impact the market price for our common shares.

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

We do not currently pay dividends on ourcommon shares and have no intention to pay dividends on our common shares for the foreseeable future.

No dividends on our commonshares have been paid by us to date. We do not intend to declare or pay any cash dividends in the foreseeable future. Payment of any futuredividends will be at the discretion of our Board, after taking into account a multitude of factors appropriate in the circumstances, includingour operating results, financial condition and current and anticipated cash needs. In addition, the terms of any future debt or creditfacility may preclude us from paying any dividends unless certain consents are obtained and certain conditions are met.

We are exposed to risks related to currencyexchange rates.

We currently hold the majorityof our cash, cash equivalents and short-term investments in U.S. dollars which is our functional currency. A portion of our current operationsis conducted in Canadian dollars. Exchange rate fluctuations between other currencies and the U.S. dollar create risk in several ways,including the following:

For as long as we are an “emerginggrowth company” we intend to take advantage of reduced disclosure and governance requirements applicable to emerging growth companies,which could result in our common shares being less attractive to investors and could make it more difficult for us to raise capital asand when we need it.

We are an “emerginggrowth company,” as defined in the JOBS Act, and we have taken advantage, and intend to continue to take advantage, of certain exemptionsfrom various reporting requirements that are applicable to other public companies that are not emerging growth companies including, butnot limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduceddisclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirementsof holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previouslyapproved.

Investors may find our commonshares less attractive because we rely on these exemptions, which could contribute to a less active trading market for our common sharesor volatility in our share price. In addition, we may be less attractive to investors and it may be difficult for us to raise additionalcapital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe thatour financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as andwhen we need it, our financial condition and results of operations may be materially and adversely affected.

We may take advantage of thesereporting exemptions until we are no longer an emerging growth company.

If we fail to maintain an effective systemof internal control over financial reporting in the future, we may not be able to accurately report our financial condition, results ofoperations or cash flows, which may adversely affect investor confidence in us and, as a result, the value of our common shares.

We will be required, underSection 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal controlover financial reporting. This assessment includes disclosure of any material weaknesses identified by our management in our internalcontrol over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financialreporting that results in more than a reasonable possibility that a material misstatement of annual or interim financial statements willnot be prevented or detected on a timely basis. Section 404 of the Sarbanes-Oxley Act also generally requires an attestation from ourindependent registered public accounting firm on the effectiveness of our internal control over financial reporting. However, for as longas we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of the exemption permitting us not tocomply with the independent registered public accounting firm attestation requirement.

Our compliance with Section404 will require that we incur substantial accounting expense and expend significant management efforts. We may not be able to completeour evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if we identify oneor more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal control overfinancial reporting is effective. We cannot assure you that there will not be material weaknesses or significant deficiencies in our internalcontrol over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibitour ability to accurately report our financial condition, results of operations or cash flows. This may expose us, including individualexecutives, to potential liability which could significantly affect our business. If we are unable to conclude that our internal controlover financial reporting is effective, or if our independent registered public accounting firm determines we have a material weaknessor significant deficiency in our internal control over financial reporting once that firm begins its audits of internal control over financialreporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our commonshares could decline, and we could be subject to sanctions or investigations by Nasdaq, the SEC, or other regulatory authorities. Failureto remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective controlsystems required of public companies, could also restrict our future access to the capital markets.

Our disclosure controls and procedures maynot prevent or detect all errors or acts of fraud.

Our disclosure controls andprocedures are designed to reasonably assure that information required to be disclosed by us in reports we file or submit under the SecuritiesExchange Act of 1934 is accumulated and communicated to management, recorded, processed, summarized and reported within the time periodsspecified in the rules and forms of the SEC. We believe 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 systemare met.

These inherent limitationsinclude 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 unauthorizedoverride of the controls. Accordingly, because of the inherent limitations in our control system, misstatements or insufficient disclosuresdue to error or fraud may occur and not be detected.

Deficiencies in disclosure controls andprocedures and internal control over financial reporting could result in a material misstatement in our financial statements.

We could be adversely affectedif there are deficiencies in our disclosure controls and procedures or in our internal controls over financial reporting. The design andeffectiveness of our disclosure controls and procedures and our internal controls over financial reporting may not prevent all errors,misstatements or misrepresentations. Consistent with other entities in similar stages of development, we have a limited number of employeescurrently in the accounting group, limiting our ability to provide for segregation of duties and secondary review. A lack of resourcesin the accounting group could lead to material misstatements resulting from undetected errors occurring from an individual performingprimarily all areas of accounting with limited secondary review. Deficiencies in internal controls over financial reporting which mayoccur could result in material misstatements of our results of operations, restatements of financial statements, other required remediations,a decline in the price of our common shares, or otherwise materially adversely affect our business, reputation, results of operations,financial condition or liquidity.

In connection with the audit of our financialstatements as of and for the years ended June 30, 2021 and 2020, material weaknesses in our internal control over financial reportingwere identified and we may identify additional material weaknesses in the future.

In connection with the preparationand audits of our financial statements as of and for the years ended June 30, 2021 and 2020 ,material weaknesses (as defined under the Exchange Act and by the auditing standards of the U.S. Public Company Accounting Oversight Board,or “PCAOB”), were identified in our internal control over financial reporting. A material weakness is a deficiency, or a combinationof deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatementof our annual financial statements will not be prevented or detected on a timely basis. The identified material weaknesses arose froma lack of resources in our finance function that resulted in an overstatement of the valuation of warrants issued as part of a financing.

In light of the identifiedmaterial weaknesses, it is possible that, had we performed a formal assessment of our internal control over financial reporting or hadour independent registered public accounting firm performed an audit of our internal control over financial reporting in accordance withPCAOB standards, additional control deficiencies may have been identified.

We have begun taking measures,and plan to continue to take measures, to remediate these material weaknesses. However, the implementation of these measures may not fullyaddress these material weaknesses in our internal control over financial reporting, and, if so, we would not be able to conclude thatthey have been fully remedied. Our failure to correct these material weaknesses or our failure to discover and address any other controldeficiencies could result in inaccuracies in our financial statements and could also impair our ability to comply with applicable financialreporting requirements and make related regulatory filings on a timely basis. As a result, our business, financial condition, resultsof operations and prospects, as well as the trading price of our common shares, may be materially and adversely affected.

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

As a public company, we haveincurred and are continuing to incur significant legal, accounting and other expenses and these expenses may increase even more afterwe are no longer an “emerging growth company.” We are subject to the reporting requirements of the Exchange Act and the rulesadopted, and to be adopted, by the SEC. Our management and other personnel devote a substantial amount of time to these compliance initiatives.

Moreover, these rules andregulations have substantially increased our legal and financial compliance costs and made some activities more time-consuming and costly.The increased costs have increased our net loss. These rules and regulations may make it more difficult and more expensive for us to maintainsufficient director’s and officer’s liability insurance coverage. We cannot predict or estimate the amount or timing of additionalcosts we may continue to incur to respond to these requirements. The ongoing impact of these requirements could also make it more difficultfor us to attract and retain qualified persons to serve on our Board, our Board committees or as executive officers.

Future sales and issuances of our commonshares or rights to purchase common shares pursuant to our equity incentive plan could result in additional dilution of the percentageownership of our shareholders and may cause our share price to fall.

We expect that significantadditional capital will be needed in the future to continue our planned operations. To raise capital, we may sell substantial amountsof common shares or securities convertible into or exchangeable for common shares. These future issuances of common shares or common share-relatedsecurities, together with the exercise of outstanding options and any additional shares issued in connection with acquisitions, if any,may result in material dilution to our investors. Such sales may also result in material dilution to our existing shareholders, and newinvestors could gain rights, preferences and privileges senior to those of holders of our common shares.

Pursuant to our 2017 Amendedand Restated Stock Option Plan, and as amended at our Annual General Meeting in November 2020, our compensation committee is authorizedto grant equity-based incentive awards in the form of options to purchase common shares to our directors, executive officers and otheremployees and service providers. As of June 1, 2022, there were 435,256 options to purchasecommon shares available for future grant under our stock option plan. Future equity incentive grants under our stock option plan may resultin material dilution to our shareholders and may have an adverse effect on the market price of our common shares.

Provisions in our corporate charter documentsand certain Canadian laws could delay or deter a change of control.

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

In addition, limitations onthe ability to acquire and hold our common shares may be imposed by the Competition Act in Canada. This legislation permits the Commissionerof Competition of Canada, or “Commissioner”, to review any acquisition of a significant interest in us. This legislation grantsthe Commissioner jurisdiction to challenge such an acquisition before the Canadian Competition Tribunal if the Commissioner believes thatit would, or would be likely to, result in a substantial lessening or prevention of competition in any market in Canada. The InvestmentCanada Act subjects an acquisition of control of a company by a non-Canadian to government review if the value of our assets, as calculatedpursuant to the legislation, exceeds a threshold amount. A reviewable acquisition may not proceed unless the relevant minister is satisfiedthat the investment is likely to result in a net benefit to Canada. Any of the foregoing could prevent or delay a change of control andmay deprive or limit strategic opportunities for our shareholders to sell their shares.

If securities or industry analysts publishinaccurate or unfavorable research about our business, our share price and trading volume may decline.

The trading market for ourcommon shares depends in part on the research and reports that securities or industry analysts publish about us or our business. If oneor more of the analysts who cover us downgrade our shares or publish inaccurate or unfavorable research about our business, our sharesprice may decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand forour shares may decrease, which may cause our shares price and trading volume to decline.

We are incorporated in Canada, with ourassets and officers primarily located in Canada, with the result that it may be difficult for investors to enforce judgments obtainedagainst us or some of our officers.

We are a company organizedand existing under the laws of British Columbia, Canada. Many of our directors and officers and the experts named in this registrationstatement are residents of Canada or otherwise reside outside the United States, and all or a substantial portion of their assets, anda substantial portion of our assets, are located outside the United States. It may be difficult for holders of common shares who residein the United States to effect service within the United States upon those directors, officers and experts who are not residents of theUnited States. It may also be difficult for holders of securities who reside in the United States to realize in the United States uponjudgments of courts of the United States predicated upon our civil liability and the civil liability of our directors, officers and expertsunder the U.S. federal securities laws. Our Canadian counsel has advised us that there is doubt as to the enforceability in Canada againstus or against our directors, officers and experts who are not residents of the United States, in original actions or in actions for enforcementof judgments of courts of the United States, of liabilities predicated solely upon U.S. federal or state securities laws.

Conversely, some of our directorsand officers reside outside Canada and some of our assets are also located outside Canada. Therefore, it may not be possible for you toenforce in Canada against our assets or those directors and officers residing outside Canada, judgments obtained in Canadian courts basedupon the civil liability provisions of the Canadian securities laws or other laws of Canada.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, includingthe sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysisof Financial Condition and Results of Operations” and “Business,” contains forward-looking statements. We may, in somecases, use words such as “anticipate”, “believe”, “could”, “estimate”, “expect”,“intend”, “may”, “plan”, “predict”, “project”, “will”, “would”,and similar expressions that convey uncertainty of future events or outcomes to identify these forward-looking statements. Any statementscontained herein that are not statements of historical facts may be deemed to be forward-looking statements. Forward-looking statementsin this prospectus include, but are not limited to, statements about:

These forward-looking statementsreflect our management’s beliefs and views with respect to future events and are based on estimates and assumptions as of the dateof this prospectus and are subject to risks and uncertainties. We discuss many of these risks in greater detail under “Risk Factors.”Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible forour management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, orcombination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make.Given these uncertainties, you should not place undue reliance on these forward-looking statements.

You should read this prospectusand the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectusis a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualifyall of the forward-looking statements in this prospectus by these cautionary statements. Except as required by law, each forward-lookingstatement speaks only as of the date of the particular statement, and we undertake no obligation to publicly update any forward-lookingstatements, whether as a result of new information, future events or otherwise.

USE OF PROCEEDS

We will not receive any ofthe proceeds from the sale of the common shares being offered for sale by the selling shareholder. However, upon (i) the cash exerciseof the pre-funded warrants, we will receive the exercise price of such warrants, for an aggregate of approximately $175 and (ii) the cashexercise of the preferred investment options, we will receive the exercise price of such warrants, for an aggregate of approximately $4.3million. We will bear all fees and expenses incident to our obligation to register the common shares. Brokerage fees, commissions andsimilar expenses, if any, attributable to the sale of shares offered hereby will be borne by the applicable selling shareholder.

DIVIDEND POLICY

We do not anticipate declaringor paying, in the foreseeable future, any cash dividends on our common shares. We currently intend to retain all available funds and anyfuture earnings to support our operations and finance the growth and development of our business. Any future determination related toour dividend policy will be made at the discretion of our Board and will depend upon, among other factors, our results of operations,financial condition, capital requirements, contractual restrictions, business prospects and other factors our Board may deem relevant.

PRINCIPAL SHAREHOLDERS

The table below sets forthinformation known to us regarding the beneficial ownership of our common shares as of June 14, 2022 for:

The number of common sharesbeneficially owned by a person includes shares subject to options held by that person that are currently exercisable or that become exercisablewithin 60 days of June 14, 2022. Percentage calculations assume, for each person and group, that all common shares that may be acquiredby such person or group pursuant to options currently exercisable or that become exercisable within 60 days of June 14, 2022 are outstandingfor the purpose of computing the percentage of common shares owned by such person or group. However, such unissued common shares describedabove are not deemed to be outstanding for calculating the percentage of common shares owned by any other person.

Except as otherwise indicated,the persons in the table below have sole voting and investment power with respect to all common shares shown as beneficially owned bythem, subject to community property laws where applicable. We do not know of any arrangement, the operation of which may at a subsequentdate result in a change in control of us.

DESCRIPTION OF SECURITIES

General

Our authorized share capitalconsists of an unlimited number of common shares without par value and an unlimited number of preferred shares without par value. As ofthe date of this registration statement, we had 16,266,687 common shares issued and outstanding and no preferred shares issued and outstanding.

The description of our securitiescontained herein is a summary only and may be exclusive of certain information that may be important to you. For more complete information,you should read our Amended and Restated Articles (the “Articles”), which have been filed with the SEC as an exhibit to ourannual report on Form 10-K.

Common Shares

Each common share entitlesthe holder thereof to one vote at all meetings of shareholders.

There are no limitations onthe rights of non-Canadian owners to hold or vote common shares.

In the event of our liquidation,dissolution or winding-up, whether voluntary or involuntary, or other distribution of our assets among shareholders for the purpose ofwinding up our affairs, subject to the rights, privileges and restrictions attaching to any preferred shares that may then be outstanding,the shareholders shall be entitled to receive our remaining property.

The shareholders are entitledto receive dividends, as and when declared by our Board, subject to the rights, privileges and restrictions attaching to our securities,which may be paid in money, property or by the issue of fully paid shares in our capital.

However, we do not anticipatepaying any cash dividends for the foreseeable future, and instead intend to retain future earnings, if any, for use in the operation andexpansion of our business.

Certain Takeover BidRequirements

Unless such offer constitutesan exempt transaction, an offer made by a person to acquire outstanding shares of a Canadian entity that, when aggregated with the offeror’sholdings (and those of persons or companies acting jointly with the offeror), would constitute 20% or more of the outstanding shares,would be subject to the take-over provisions of Canadian securities laws. The foregoing is a limited and general summary of certain aspectsof applicable securities law in the provinces and territories of Canada, all in effect as of the date hereof.

In addition to the take-overbid requirements noted above, the acquisition of shares may trigger the application of additional statutory regimes including amongstothers, the Investment Canada Act and the Competition Act.

This summary is nota comprehensive description of relevant or applicable considerations regarding such requirements and, accordingly, is not intended tobe, and should not be interpreted as, legal advice to any prospective purchaser and no representation with respect to such requirementsto any prospective purchaser is made. Prospective investors should consult their own Canadian legal advisors with respect to any questionsregarding securities law in the provinces and territories of Canada.

Actions Requiring aSpecial Majority

Under the BCBCA, unless otherwisestated in the Articles, certain corporate actions require the approval of a special majority of shareholders, meaning holders of sharesrepresenting 66 2/3% of those votes cast in respect of a shareholder vote addressing such matter. Those items requiring the approval ofa special majority generally relate to fundamental changes with respect to our business, and include amongst others, resolutions: (i)removing a director prior to the expiry of his or her term; (ii) altering the Articles, (iii) approving an amalgamation; (iv) approvinga plan of arrangement; and (v) providing for a sale of all or substantially all of our assets.

Transfer Agent and Registrar

Thetransfer agent and registrar for our common shares is Computershare Investor Services Inc., 100 University Avenue, 9^thFloor, Toronto, Ontario, Canada M5J 2Y1.

Reports to Shareholders

We are subject to the periodicreporting requirements of the Exchange Act and in accordance therewith file periodic reports, including, but not limited to, our annualreports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, proxy statements andother information filed or furnished with the Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Exchange Act.We plan to furnish our shareholders with an annual report for each fiscal year beginning for the fiscal year ending June 30, 2021 containingfinancial statements audited by our independent registered public accounting firm. You may read and copy (at prescribed rates) any suchreports, proxy statements and other information at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Our SEC filings will alsobe available to you on the SEC’s website at .sec.gov. Our website address is www.inmedpharma.com. The information contained in oraccessible from our website is not incorporated into this prospectus, and you should not consider it part of this prospectus. We haveincluded our website address in this prospectus solely as an inactive textual reference.

Market Price of and Dividendson the Our Common Shares

Our common shares are currentlyquoted under the symbol “INM” on the Nasdaq Capital Market.

While there are no restrictionson the payment of dividends, we have never declared nor paid any cash dividends on our common shares, and we presently have no intentionof paying any cash dividend in the foreseeable future. Our current policy is to retain earnings, if any, to finance the expansion of ourbusiness. The future payment of dividends will depend on our results of operations, financial condition, capital expenditure plans andother factors that we deem relevant and will be at the sole discretion of our Board.

Holders

As of March 31, 2022, there were 3,878 holdersof record of our issued and outstanding common shares.

PRIVATE PLACEMENT OF WARRANTS

In concurrent private placementsto the same institutional investor on June 6, 2022, we issued to such investor (i) unregistered pre-funded warrants to purchase up to1,748,250 common shares (the “Private Pre-Funded Warrants”), and (ii) unregistered preferred investment options to purchaseup to 5,827,506 common shares (the “Preferred Investment Options”). Each Private Pre-Funded Warrant is exercisable for onecommon share at an exercise price of $0.0001 per share, is immediately exercisable and will not expire until fully exercised. Each PreferredInvestment Option is exercisable for one common share at an exercise price of $0.74 per share, is immediately exercisable and will expiresix and one-half years from the date of issuance.

The Private Pre-Funded Warrants,the Private Preferred Investment Options and the common shares issuable upon the exercise of each such security were offered pursuantto the exemptions provided in Section 4(a)(2) under the Securities Act of 1933, as amended, or the Securities Act, and Rule 506(b) promulgatedthereunder, and they were not offered pursuant to this prospectus supplement and the accompanying prospectus. None of the securities issuedin the concurrent private placements are or will be listed for trading on any national securities exchange. The Private Pre-Funded Warrantsand Preferred Investment Options were offered for an aggregate purchase price of approximately $1.5 million.

Accordingly, the investorsin the private placements may exercise each of the Private Pre-Funded Warrant and the Preferred Investment Options and sell the commonshares issuable upon the exercise of such security only pursuant to an effective registration statement under the Securities Act coveringthe resale of those shares, an exemption under Rule 144 under the Securities Act or another applicable exemption under the SecuritiesAct.

All purchasers are requiredto be “accredited investors” as such term is defined in Rule 501(a) under the Securities Act.

A holder of pre-funded warrantsor preferred investment options does not have the right to exercise any portion thereof if the holder, together with its affiliates, wouldbeneficially own in excess of 4.99% (or, at the election of a holder prior to the date of issuance, 9.99%) of the number of common sharesoutstanding immediately after giving effect to such exercise; provided, however, that upon notice to the Company, the holder may increaseor decrease such beneficial ownership limitation, provided that in no event shall such beneficial ownership limitation exceed 9.99% andany increase in the beneficial ownership limitation will not be effective until 61 days following notice of such increase from the holderto us. In addition, the holders of the pre-funded warrants and preferred investment options have the right to participate in any rightsoffering or distribution of assets together with our shareholders on an as-exercised basis.

The exercise price and numberof our common shares issuable upon the exercise of each of the pre-funded warrants and preferred investment options are subject to adjustmentfor stock splits, reverse splits, and similar capital transactions, as described in the warrants. Such securities are exercisable on a“cashless” basis in certain circumstances.

If a fundamental transactionoccurs, then the successor entity will succeed to, and be substituted for us, and may exercise every right and power that we may exerciseand will assume all of our obligations under the pre-funded warrants and the preferred investment options with the same effect as if suchsuccessor entity had been named in such security itself. If our shareholders are given a choice as to the securities, cash or propertyto be received in a fundamental transaction, then the holder shall be given the same choice as to the consideration it receives upon anyexercise of a pre-funded warrant or preferred investment option following such fundamental transaction. In addition, the holder will havethe right to require us to repurchase its pre-funded warrants or preferred investment options for cash in an amount equal to the valueof the remaining unexercised portion of the pre-funded warrants or preferred investment options based on the Black Scholes option pricingformula. However, if the fundamental transaction is not within our control, including not approved by our board of directors, then theholder will only be entitled to receive the same type or form of consideration (and in the same proportion), at the value per common sharein the fundamental transaction for each common shares underlying the unexercised portion of the pre-funded warrants or preferred investmentoptions, that is being offered and paid to our shareholder in connection with the fundamental transaction.

As part of the concurrentprivate placements, we have agreed to register for resale the common shares issuable upon exercise of the pre-funded warrants and preferredinvestment options sold in the concurrent private placement. 

SELLING SHAREHOLDER

The common shares being offeredby the selling shareholder are those issuable to the selling shareholder upon exercise of the warrants. For additional information regardingthe issuances of those common shares and warrants, see “Private Placement of Warrants” above. We are registering thecommon shares in order to permit the selling shareholder to offer the shares for resale from time to time. Except for the ownership ofthe common shares and the warrants, the selling shareholder has not had any material relationship with us within the past three years.

The table below lists theselling shareholder and other information regarding the beneficial ownership of the common shares by the selling shareholder. The secondcolumn lists the number of common shares beneficially owned by the selling shareholder, based on its ownership of the common shares andwarrants, as of June 14, 2022, assuming exercise of the warrants held by the selling shareholder on that date, without regard to any limitationson exercises.

The third column lists thecommon shares being offered by this prospectus by the selling shareholder.

In accordance with the termsof a registration rights agreement with the selling shareholder, this prospectus generally covers the resale of the sum of the maximumnumber of common shares issuable to the selling shareholder upon exercise of the warrants described in the “Private Placementof Warrants” described above, determined as if the outstanding warrants were exercised in full as of the trading day immediatelypreceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding theapplicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to anylimitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholderpursuant to this prospectus.

Under the terms of the warrantsand other warrants held by selling shareholder, a selling shareholder may not exercise any such warrants to the extent such exercise wouldcause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of common shares whichwould exceed 4.99% or 9.99%, as applicable, of our then outstanding common shares following such exercise, excluding for purposes of suchdetermination common shares issuable upon exercise of such warrants which have not been exercised. The number of shares in the secondand fourth columns do not reflect this limitation. The selling shareholder may sell all, some or none of their shares in this offering.See “Plan of Distribution.”

PLAN OF DISTRIBUTION

The Selling Shareholder (the“Selling Shareholder”) of the securities and any of their pledgees, assignees and successors-in-interest may, fromtime to time, sell any or all of their securities covered hereby on the principal Trading Market or any other stock exchange, market ortrading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. TheSelling Shareholder may use any one or more of the following methods when selling securities:

The Selling Shareholder mayalso sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the “SecuritiesAct”), if available, rather than under this prospectus.

Broker-dealers engaged bythe Selling Shareholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discountsfrom the Selling Shareholder (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts tobe negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customarybrokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliancewith FINRA Rule 2121.

Inconnection with the sale of the securities or interests therein, the Selling Shareholder may enter into hedging transactions with broker-dealersor other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions theyassume. The Selling Shareholder may also sell securities short and deliver these securities to close out their short positions, or loanor pledge the securities to broker-dealers that in turn may sell these securities. The Selling Shareholder may also enter into optionor other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require thedelivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealeror other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Shareholder andany broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaningof the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and anyprofit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the SecuritiesAct. The Selling Shareholder has informed the Company that it does not have any written or oral agreement or understanding, directly orindirectly, with any person to distribute the securities.

The Company is required topay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnifythe Selling Shareholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

We agreed to keep this prospectuseffective until the earlier of (i) the date on which the securities may be resold by the Selling Shareholder without registration andwithout regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliancewith the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securitieshave been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securitieswill be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, incertain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicablestate or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules andregulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in marketmaking activities with respect to the common shares for the applicable restricted period, as defined in Regulation M, prior to the commencementof the distribution. In addition, the Selling Shareholder will be subject to applicable provisions of the Exchange Act and the rules andregulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common shares by the SellingShareholder or any other person. We will make copies of this prospectus available to the Selling Shareholder and have informed them ofthe need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule172 under the Securities Act).

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to “incorporateby reference” certain information into this prospectus, which means that we can disclose important information about us by referringyou to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this prospectus.Because we are incorporating by reference future filings with the SEC, this prospectus is continually updated and those future filingsmay modify or supersede some of the information included or incorporated in this prospectus. This means that you must carefully reviewall of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus or in any document previouslyincorporated by reference have been modified or superseded. However, we undertake no obligation to update or revise any statements wemake, except as required by law.

This prospectus incorporatesby reference the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of theExchange Act of 1934, as amended (the “Exchange Act”) (in each case, other than those documents or the portions of those documentsfurnished and not filed with the SEC, including information furnished under Item 2.02 or Item 7.01 of Form 8-K and any corresponding informationfurnished with respect to such Items under Item 9.01 or as an exhibit) prior to the termination of the offering covered by this prospectusand any prospectus supplement:

Any statement contained ina document incorporated or deemed to be incorporated by reference in this prospectus will be deemed to be modified or superseded to theextent that a statement contained in any subsequently filed document which is or is deemed to be incorporated by reference in this prospectusmodifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded,to constitute a part of this prospectus.

LEGAL MATTERS

Norton Rose Fulbright US LLP,which has acted as our United States counsel in connection with this offering, will pass on certain legal matters with respect to UnitedStates federal law in connection with this offering. Norton Rose Fulbright Canada LLP, which has acted as our Canadian counsel in connectionwith this offering, will pass on certain legal matters with respect to Canadian law in connection with this offering.

EXPERTS 

The consolidated financialstatements of InMed Pharmaceuticals Inc. as of June 30, 2021 and 2020, and for each of the years in the two-year period ended June 30,2021 have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent registered public accounting firm,incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit report coveringthe June 30, 2021 consolidated financial statements contains an explanatory paragraph that states that the Company has incurred recurringlosses and negative cash flows and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern.The consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty.

ADDITIONAL INFORMATION

We have filed with the SECa registration statement on Form S-1 under the Securities Act with respect to the common shares offered by this prospectus. This prospectus,which constitutes a part of the registration statement, does not contain all the information set forth in the registration statement,some of which is contained in exhibits to the registration statement as permitted by the rules and regulations of the SEC. For furtherinformation with respect to us and our common shares, we refer you to the registration statement, including the exhibits filed as a partof the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other document arenot necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, please see the copy ofthe contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibitis qualified in all respects by the filed exhibit. The SEC maintains an internet website that contains reports and other information aboutissuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.

We also maintain a websiteat www.inmedpharma.com. Information contained in, or accessible through, our website is not a part of this prospectus, and the inclusionof our website address in this prospectus is only as an inactive textual reference.

7,575,756 Common Shares

PROSPECTUS

June 21, 2022

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other expenses of issuance and distribution

Set forth below is an estimate (except in thecase of the registration fee) of the amount of fees and expenses to be incurred in connection with the issuance and distribution of theoffered securities, other than underwriting discounts and commissions. The selling shareholder will not bear any portion of the belowexpenses.

Item 14. Indemnification of directors and officers

We are subject to the provisions of Part 5, Division5 of the Business Corporations Act (British Columbia), or “BCBCA”. Under Section 160 of the BCBCA, we may, subject to Section163 of the BCBCA:

Under Section 161 of the BCBCA, and subject toSection 163 of the BCBCA, we must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurredby an eligible party in respect of that proceeding if the eligible party (a) has not been reimbursed for those expenses, and (b) is whollysuccessful, on the merits or otherwise, in the outcome of the proceeding or is substantially successful on the merits in the outcome ofthe proceeding.

Under Section 162 of the BCBCA, and subject toSection 163 of the BCBCA, we may pay, as they are incurred in advance of the final disposition of an eligible proceeding, the expensesactually and reasonably incurred by an eligible party in respect of the proceeding, provided that we must not make such payments unlesswe first receive from the eligible party a written undertaking that, if it is ultimately determined that the payment of expenses is prohibitedunder Section 163 of the BCBCA, the eligible party will repay the amounts advanced.

Under Section 163 of the BCBCA, we must not indemnifyan eligible party against eligible penalties to which the eligible party is or may be liable or pay the expenses of an eligible partyin respect of that proceeding under Sections 160, 161 or 162 of the BCBCA, as the case may be, if any of the following circumstances apply:

If an eligible proceeding is brought against aneligible party by or on behalf of our company or by or on behalf of an associated corporation, we must not either indemnify the eligibleparty against eligible penalties to which the eligible party is or may be liable, or pay the expenses of the eligible party under Sections160, 161 or 162 of the BCBCA, as the case may be, in respect of the proceeding.

Under Section 164 of the BCBCA, and despite anyother provision of Part 5, Division 5 of the BCBCA and whether or not payment of expenses or indemnification has been sought, authorizedor declined under Part 5, Division 5 of the BCBCA, on application of our company or an eligible party, the Supreme Court of British Columbiamay do one or more of the following:

Section 165 of the BCBCA provides that we may purchase and maintaininsurance for the benefit of an eligible party or the heirs and personal or other legal representatives of the eligible party againstany liability that may be incurred by reason of the eligible party being or having been a director or officer of, or holding or havingheld a position equivalent to that of a director or officer of, our company or an associated corporation.

Under our articles, and subject to the BCBCA,we must indemnify our directors, former directors or alternate directors and his or her heirs and legal personal representatives againstall eligible penalties to which such person is or may be liable, and we must, after the final disposition of an eligible proceeding, paythe expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and alternate director is deemedto have contracted with our company on the terms of the indemnity contained in our articles.

Under our articles, and subject to the BCBCA,we may agree to indemnify and may indemnify any person (including an eligible party) against eligible penalties and pay expenses incurredin connection with the performance of services by that person for us. We have entered into indemnity agreements with our directors andcertain of our officers.

Pursuant to our articles, the failure of an eligibleparty to comply with the BCBCA or our articles does not, of itself, invalidate any indemnity to which he or she is entitled under ourarticles.

Under our articles, we may purchase and maintaininsurance for the benefit of any person (or his or her heirs or legal personal representatives) who:

In addition, we have entered into an indemnificationagreement with each of our directors and our Chief Financial Officer, which requires us to indemnify them.

Item 15. Recent sales of unregistered securities

In the three years preceding the filing of thisregistration statement, without giving effect to the June 30, 2020 Share Consolidation, we have issued the following securities that werenot registered under the Securities Act of 1933:

Item16. Exhibits and financial statement schedules

(a)Exhibits

(b)Financial Statement Schedules

None

Item17. Undertakings

Theundersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificatesin such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofaras indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons ofthe registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC suchindemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claimfor indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officeror controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officeror controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel thematter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnificationby it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Theundersigned registrant hereby undertakes that:

(1)For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as partof this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declaredeffective.

(2)For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectusshall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities atthat time shall be deemed to be the initial bona fide offering thereof.

SIGNATURES

Pursuantto the requirements of the Securities Act of 1933, InMed Pharmaceuticals Inc. has duly caused this registration statement to be signedon its behalf by the undersigned, thereunto duly authorized, in Vancouver, British Columbia, Canada, on June 21, 2022.

POWEROF ATTORNEY 

Eachperson whose signature appears below constitutes and appoints Eric A. Adams and Andrew Hull, and each of them, either of whom may actwithout the joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution,for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effectiveamendments) to this registration statement, and to sign any registration statement for the same offering covered by the registrationstatement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, and all post-effectiveamendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, with the SEC, grantingunto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessaryto be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-factand agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuantto the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons inthe capacities indicated and on June 21, 2022.

AUTHORIZEDREPRESENTATIVE

Pursuantto the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely inits capacity as the duly authorized representative of InMed Pharmaceuticals Inc. in the United States, on June 21, 2022.

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