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 June, 2023
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 ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On June 30, 2023, Incannex Healthcare Limited filed with the Australian Securities Exchange an announcement captioned “Change of Director's Interest Notice”, a copy of which announcement is attached to this Form 6-K as Exhibit 99.1.
1
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: June 30, 2023 | By: | /s/ Joel Latham |
| Name: | Joel Latham | |
| Title: | Chief Executive Officer and Managing Director | |
2
INDEX TO EXHIBITS
| Exhibit No. | ||
| 99.1 | ASX Announcement, dated June 30, 2023 – Change of Director's Interest Notice |
3
Exhibit 99.1
 |
Incannex Healthcare Limited ABN 93 093 635 246 Level 39, Rialto South Tower 525 Collins Street Melbourne VIC 3000 |
Changes to Company Capital
Incannex Healthcare Limited (“the Company”) wishes to advise two changes to its securities on issue.
| 1. | Release of Escrow Securities |
The Company wishes to advise the securities below have now been released from escrow.
| Date of Release | Number | Security Type/Description | Rationale for issue | |
| 1. | 30/06/2023 | 3,784,204 | IHL ordinary shares | Executive remuneration package *** |
| 2. | 01/07/2023 | 533,333 | IHL ordinary shares | Employee remuneration package |
***These securities are held by:
| a. | the CEO and Managing Director of the Company – Joel Latham; and |
| b. | the Chairman of the Board of Directors – Troy Valentine, |
and on 30th June 2023, Mr Latham and Mr Valentine completed the vesting period required for the securities listed.
Appendix 3Ys for Mr Latham and Mr Valentine are herewith attached.
The release of this announcement has been approved for issue by the Company Secretary.
For further details on the announcement, interested parties should contact:
Mr Madhukar Bhalla
COMPANY SECRETARY
P: +61 (0)417 935 552
E: madhu@incannex.com.au
Appendix 3Y
Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 30/09/01 Amended 01/01/11
| Name of entity | INCANNEX HEALTHCARE LIMTIED |
| ABN | 93 096 635 246 |
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Joel Latham |
| Date of last notice | 6 June 2023 |
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
Direct or indirect interest
|
Direct |
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.
|
|
| Date of change | 30 June 2023 |
| No. and class of securities held prior to change | ● 18,097,541 IHL ordinary shares ● 2,850,872 IHL ordinary shares escrowed until 30.06.2023 ● 1,866,667 IHL ordinary shares escrowed until 30.06.2024 ● 933,334 IHL ordinary shares escrowed until 30.06.2025
● 1,500,000 unlisted $0.05 options expiring 30.06.2025 ● 750,000 unlisted $0.05 options expiring 30.06.2026 ● 750,000 unlisted $0.05 options expiring 30.06.2026 (ESC) ● 1,500,000 unlisted $0.05 options expiring 30.06.2027 (ESC) ● 1,866,666 unlisted $0.26 options expiring 01.05.2025 ● 1,866,666 unlisted $0.31 options – vesting 30.06.2023 and expiring 01.05.2026 ● 1,866,668 unlisted $0.35 options– vesting 30.06.2024 and expiring 01.05.2027 ● 1,583,227 unlisted $0.025 options expiring on 30 April 2026
|
Number acquired
|
2,850,872 IHL ordinary shares released from escrow. |
| + | See chapter 19 for defined terms. |
01/01/2011 Appendix 3Y Page 1
Appendix 3Y
Change of Director’s Interest Notice
| Number disposed | Nil |
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation
|
Nil |
| No. of securities held after change | ● 20,948,413 IHL ordinary shares ● 1,866,667 IHL ordinary shares escrowed until 30.06.2024 ● 933,334 IHL ordinary shares escrowed until 30.06.2025
● 1,500,000 unlisted $0.05 options expiring 30.06.2025 ● 750,000 unlisted $0.05 options expiring 30.06.2026 ● 750,000 unlisted $0.05 options expiring 30.06.2026 (ESC) ● 1,500,000 unlisted $0.05 options expiring 30.06.2027 (ESC) ● 1,866,666 unlisted $0.26 options expiring 01.05.2025 ● 1,866,666 unlisted $0.31 options – vesting 30.06.2023 and expiring 01.05.2026 ● 1,866,668 unlisted $0.35 options– vesting 30.06.2024 and expiring 01.05.2027 ● 1,583,227 unlisted $0.025 options expiring on 30 April 2026
|
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back
|
Shares escrowed until 30 June 2023 released. |
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
Detail of contract
|
N/A |
|
Nature of interest
|
|
|
Name of registered holder (if issued securities)
|
|
Date of change
|
|
|
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed
|
|
Interest acquired
|
|
Interest disposed
|
| + | See chapter 19 for defined terms. |
| Appendix 3Y Page 2 | 01/01/2011 |
Appendix 3Y
Change of Director’s Interest Notice
|
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation
|
|
Interest after change
|
Part 3 – +Closed period
| Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required? | No. |
| If so, was prior written clearance provided to allow the trade to proceed during this period? | |
| If prior written clearance was provided, on what date was this provided? |
| + | See chapter 19 for defined terms. |
01/01/2011 Appendix 3Y Page 3
Appendix 3Y
Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 30/09/01 Amended 01/01/11
| Name of entity | INCANNEX HEALTHCARE LIMTIED |
| ABN | 93 096 635 246 |
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Troy Valentine |
| Date of last notice | 6 June 2023 |
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Direct or indirect interest | Direct and indirect |
|
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.
|
See notes below |
| Date of change | 30 June 2023 |
| No. and class of securities held prior to change |
● 36, 651 198 IHL Ordinary Shares ● 2,800,000 Options with various exercise prices, vesting dates and expiry dates.
|
| + | See chapter 19 for defined terms. |
01/01/2011 Appendix 3Y Page 1
Appendix 3Y
Change of Director’s Interest Notice
| Number acquired | 933,332 IHL ordinary shares released from escrow. |
| Number disposed | Nil |
|
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation
|
Nil |
| No. of securities held after change |
● 36, 651 198 IHL Ordinary Shares ● 2,800,000 Options with various exercise prices, vesting dates and expiry dates.
|
|
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
933,332 Shares escrowed until 30 June 2023 have been released. |
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract | N/A |
|
Nature of interest
|
|
|
Name of registered holder (if issued securities)
|
|
| Date of change | |
|
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed
|
|
| Interest acquired | |
| Interest disposed | |
|
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation
|
|
| Interest after change |
Part 3 – +Closed period
| Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required? | No. |
| If so, was prior written clearance provided to allow the trade to proceed during this period? | |
| If prior written clearance was provided, on what date was this provided? |
| + | See chapter 19 for defined terms. |
| Appendix 3Y Page 2 | 01/01/2011 |
Appendix 3Y
Change of Director’s Interest Notice
Notes – Direct & Indirect Interests
(a) Description of entities/relationships:
| 1. | Troy Valentine is: |
| a. | A beneficiary of the GFCR Investments Trust, the FT Family Trust, and the Troy R Valentine Superfund; |
| b. | A director of Tranaj Nominees Pty Ltd, Valplan Pty Ltd, Alignment Capital Pty Ltd and Cityside Pty Ltd |
| c. | 100% shareholder in Cityside Pty Ltd (ACN 112 375 354)(“Cityside”) |
| d. | 50% shareholder in Alignment Capital Pty Ltd (ACN 167 124 754)(“Alignment”) |
| 2. | Ekirtson Nominees Pty Ltd (ACN 137 521 825) is trustee for the GFCR Investments Trust (“Ekirtson”) |
| 3. | Tranaj Nominees Pty Ltd (ACN 137 521 843) is trustee of the FT Family Trust (“Tranaj”) |
| 4. | Valplan Pty Ltd (ACCN 135 269 169) is trustee of the Troy R Valentine Family Superfund (“Valplan”) |
(b) Table 1 – holdings before changes
| IHL Ordinary Shares | IHL Options | |||||||
| Troy Valentine | 2,925,000 | ^ | 2,994,999 | ^^ | ||||
| Ekirtson * | 2,875,000 | 191,667 | ||||||
| Tranaj * | 10,216,950 | 681,130 | ||||||
| Valplan | 3,000,000 | 200,000 | ||||||
| Alignment * | 13,194,248 | 879,617 | ||||||
| Cityside | 4,440,000 | 296,000 | ||||||
| TOTAL | 36,651,198 | 5,243,413 | ||||||
(c) Table 2 – holdings after changes
| IHL
Ordinary Shares | IHL Options | |||||||
| Troy Valentine | 2,925,000 | ^* | 2,994,999 | ^^ | ||||
| Ekirtson * | 2,875,000 | 191,667 | ||||||
| Tranaj * | 10,216,950 | 681,130 | ||||||
| Valplan | 3,000,000 | 200,000 | ||||||
| Alignment * | 13,194,248 | 879,617 | ||||||
| Cityside | 4,440,000 | 296,000 | ||||||
| TOTAL | 36,651,198 | 5,243,413 | ||||||
| * | Mr Valentine is not the sole beneficiary of these entities. |
| ^ | Of these 2,333,334 Securities issued to KMP as part of remuneration package for FY 21 and 22, subsequent to Shareholder Approval obtained at the General Meeting of the Company on 09 June 2022; with vesting dates as per details in the Notice of Meeting dated 12 May 2022. 466,666 Shares have already vested. |
| ^^ | Securities issued to KMP as part of remuneration package for FY 21 and 22, subsequent to Shareholder Approval obtained at the General Meeting of the Company on 09 June 2022; with vesting dates as per details in the Notice of Meeting dated 12 May 2022. |
| * | 933,332 Shares escrowed until 30 June 2023 have been released. |
| + | See chapter 19 for defined terms. |
01/01/2011 Appendix 3Y Page 3