UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of November, 2022
Commission File Number: 001-41106
Incannex Healthcare Limited
(Exact name of Registrant as specified in its charter)
not applicable
(Translation of Registrant’s name into English)
Australia
(Jurisdiction of incorporation or organization)
Joel Latham
Chief Executive Officer and Managing Director
Level
39, Rialto South Tower
525 Collins Street
Melbourne 3000
Australia
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ☐ No ☒
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On November 21, 2022, Incannex Healthcare Limited filed with the Australian Securities Exchange an announcement captioned “Addendum to Notice of Annual General Meeting”, a copy of which announcement is attached to this Form 6-K as Exhibit 99.1.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Incannex Healthcare Limited | ||
| Date: November 21, 2022 | By: | /s/ Joel Latham |
| Name: | Joel Latham | |
| Title: | Chief Executive Officer and Managing Director | |
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INDEX TO EXHIBITS
Exhibit No.
| 99.1 | ASX Announcement, dated November 21, 2022 – Addendum to Notice of Annual General Meeting |
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Exhibit 99.1
Incannex Healthcare Limited
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ADDENDUM TO NOTICE OF ANNUAL GENERAL MEETING
For the annual general
meeting of the Company to be held at the |
This Addendum is supplemental to the Notice and should be read in its entirety along with the Notice.
If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
Should you wish to discuss the matters in this Addendum or the Notice, please do not hesitate to contact the Company Secretary on (+61) 417 935 552.
ADDENDUM TO NOTICE OF ANNUAL GENERAL MEETING
Incannex Healthcare Limited (Company) hereby gives notice to Shareholders of the Company that the Directors have determined to issue this addendum (Addendum) to the Company’s Notice of Annual General Meeting dated 21 October 2022 (Notice) in relation to the annual general meeting of Shareholders (Meeting) to be held at the offices of Thomson Geer at Level 27 Exchange Tower, 2 The Esplanade, Perth on Tuesday, 29 November 2022 at 2:00 pm (Perth time).
Capitalised terms in this Addendum have the same meaning as defined in the Notice unless otherwise stated.
PURPOSE OF THIS ADDENDUM
By this Addendum:
| a) | an additional Resolution 7 for the appointment of PKF Brisbane Audit (PKF) as auditor of the Company as detailed in this Addendum is added to the Notice and will be considered at the Company’s upcoming Meeting; and |
| b) | a new section is added to the Explanatory Memorandum forming part of the Notice in respect of the additional new Resolution 7. |
In accordance with section 328B(3) of the Corporations Act, a copy of the notice of nomination of PKF for appointment as auditor of the Company is included in this Addendum.
IMPORTANT INSTRUCTIONS REGARDING REPLACEMENT PROXY FORMS
Attached to this Addendum is a replacement Proxy Form (Replacement Proxy Form). If Shareholders wish to have their votes counted by proxy in respect of Resolution 7, Shareholders must use the attached Replacement Proxy Form to vote on all Resolutions.
In the event that a Shareholder provides a Replacement Proxy Form, any previous Proxy Form (in the form dispatched with the original Notice) (Previous Proxy Form) which has been completed by that Shareholder will be disregarded.
If you have already voted by completing and submitting to the Company a Previous Proxy Form and do not wish to vote on Resolution 7 or do not wish to change your proxy vote on any of the Resolutions, you do not need to take any action, as the Previous Proxy Form you have already submitted remains valid.
In the event that a Shareholder provides the Company with a Previous Proxy Form and does not subsequently provide a Replacement Proxy Form, the Company reserves the right to accept Previous Proxy Forms received from any such Shareholders.
The Replacement Proxy Form must be received no later than 2:00pm (Perth time) on 27 November 2022.
Further details regarding the appointment of a proxy are provided in the Notice.
The Chairman intends to exercise all available proxies in favour of all the Resolutions (including Resolution 7) unless the Shareholder has expressly indicated a different voting intention.
Dated 21 November 2022
By order of the Board
Troy Valentine
Chairman
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ADDITIONAL RESOLUTION 7
An additional Resolution 7 is inserted in the Notice as follows.
Resolution 7 – Appointment of Auditor
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
“THAT for the purpose of section 327B of the Corporations Act and for all other purposes, PKF Brisbane Audit (ABN 33 873 151 348) having been nominated to act as the Company’s auditor and having consented to act, be hereby appointed as the auditor of the Company.”
INFORMATION REGARDING RESOLUTION 7 FOR INCLUSION IN THE EXPLANATORY MEMORANDUM
A new section is added to the Explanatory Memorandum forming part of the Notice in respect of the additional Resolution 7 as follows.
Section 11. APPOINTMENT OF AUDITOR
This section provides further information relating to Resolution 7.
As announced by the Company on 7 July 2022, following the resignation of HLB Mann Judd (WA Partnership) as auditor of the Company and ASIC’s consent to the same, the Board appointed PKF Brisbane Audit (ABN 33 873 151 348) (PKF) as the Company’s auditor to fill casual vacancy with effect from 7 July 2022.
PKF’s appointment as auditor of the Company was pursuant to section 327C(1) of the Corporations Act and in accordance with section 327C(2) of the Corporations Act, PKF (being an auditor appointed under section 327C(1) of the Corporations Act) holds office until the Meeting.
PKF has been nominated in accordance with section 328B(1) of the Corporations Act and pursuant to section 328B(3) of the Corporations Act, a copy of the notice of nomination of PKF for appointment as auditor accompanies this Addendum.
Accordingly, for the purpose of section 327B of the Corporations Act and for all other purposes, Resolution 7 seeks Shareholder approval for the appointment of PKF as auditor of the Company.
PKF has consented to act in the capacity of auditor of the Company.
Resolution 7 is an ordinary resolution.
The Chairman intends to vote all available proxies in favour of Resolution 7.
The Board recommends that Shareholders vote in favour of Resolution 7.
There are no voting exclusions for Resolution 7.
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NOTICE OF NOMINATION OF PKF BRISBANE AUDIT FOR APPOINTMENT AS AUDITOR
| TO: | Incannex Healthcare Limited | |
| Level 39, Rialto South Tower | ||
| 525 Collins Street | ||
| MELBOURNE VIC 3000 |
For the purposes of section 328B(1) of the Corporations Act 2001 (Cth), Troy Valentine, being a member of Incannex Healthcare Limited (Company), hereby nominates PKF Brisbane Audit (ABN 33 873 151 348) for appointment as auditor of the Company at the Company’s upcoming 2022 Annual General Meeting of its shareholders.
| Dated 18 November 2022 | ||
| Signed by | ||
| /s/ Troy Valentine | ||
| in the presence of: | Troy Valentine | |
| /s/ Madhukar Bhalla | ||
| Witness signature | ||
| Madhukar Bhalla | ||
| Name of witness | ||
| BLOCK LETTERS | ||
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