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, 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 November 17, 2023, Incannex Healthcare Limited filed with the Australian Securities Exchange announcements captioned: “Schemes become Effective”, 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: November 17, 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 November 17, 2023 - Schemes become Effective |
3
Exhibit 99.1
 |
Date: November 17, 2023 |
| Public Announcement (NASDAQ: IXHL) (ASX: IHL) |
Schemes become Effective.
Melbourne, Australia, November 17, 2023 – Incannex Healthcare Limited (Nasdaq: IXHL) (ASX: IHL), (‘Incannex’ or the ’Company’) is pleased to advise that a copy of the orders made by the Federal Court of Australia approving the schemes of arrangement between Incannex and its shareholders and Incannex and its option holders pursuant to which Incannex Healthcare Inc. (Incannex US) will become the new parent entity of the Incannex group (Schemes) has been lodged with the Australian Securities and Investments Commission.
This means that the Schemes have become legally effective. A copy of the orders is attached to this announcement.
It is expected that Incannex shares will be suspended from trading on the ASX with effect from close of trading today, 17 November 2023.
Indicative Timetable
The key indicative dates and times for the Schemes are as follows:
|
Last date of trading of Incannex shares on ASX |
Close of trading today, 17 November 2023 |
| Record date for determining entitlements to the consideration under the Schemes | 7:00pm (Melbourne time) on 21 November 2023 |
| Implementation date for the Schemes | 28 November 2023 |
| Delisting of Incannex from the official list of ASX | 29 November 2023 |
| Admission of Incannex US on Nasdaq | 29 November 2023 |
| First day of trading of Incannex US shares on Nasdaq | Expected to commence promptly following the Implementation Date |
Note: All stated dates and times are indicative only. Any changes to the above timetable will be announced to ASX and Nasdaq and will be available on Incannex’s website at https://www.incannex.com/.
Incannex Healthcare Limited (ABN: 93 096 635 246)
Level 39, Rialto South Tower, 525 Collins Street, Melbourne VIC 3000
P: +61 409 840 786
Page 1 | 3
|
Date: November 17, 2023 |
| Public Announcement (NASDAQ: IXHL) (ASX: IHL) |
Small Parcel Holders
Shareholders who, based on their holding of Incannex shares on the record date, hold less than a marketable parcel of Incannex shares (being a parcel of shares of less than A$500 based on the closing price on the last day of trading on ASX prior to the record date) (Small Parcel Holders) have until 7:00pm (Melbourne time) today, 17 November 2023 to submit a Small Parcel Holder Election Form.
Further details on the consideration received by Small Parcel Holders and the process for Small Parcel Holders to make an election is set out in section 5.5 of the Scheme Booklet
Further Information
If you have any questions in relation to the Schemes, please contact the Incannex Schemes Information Line on 1300 429 179 (within Australia) or +61 2 7208 4522 (outside Australia) Monday to Friday between 8:30am and 7:00pm (Melbourne time).
This announcement has been approved for release to ASX by the Incannex Board of Directors.
END
About Incannex Healthcare Limited
Incannex is a clinical stage pharmaceutical development company that is developing unique medicinal cannabis pharmaceutical products and psychedelic medicine therapies for the treatment of obstructive sleep apnoea (OSA), traumatic brain injury (TBI) and concussion, lung inflammation (ARDS, COPD, asthma, bronchitis), rheumatoid arthritis, inflammatory bowel disease, anxiety disorders, addiction disorders, and pain, among other indications.
U.S. FDA approval and registration, subject to ongoing clinical success, is being pursued for each drug and therapy under development. Each indication under investigation currently has no, or limited, existing registered pharmacotherapy (drug) treatments available to the public and represent major global economic opportunities to Incannex and its shareholders.
Incannex has a strong patent filing strategy in place as it develops its products and therapies in conjunction with its medical and scientific advisory board and partners. The Company holds 19 granted patents and 29 pending patents. Incannex is listed on the Australian Stock Exchange (ASX) with stock code “IHL” and also has American Depository Shares listed on NASDAQ under code “IXHL”.
Website: www.incannex.com.au
Investors: investors@incannex.com.au
Incannex Healthcare Limited (ABN: 93 096 635 246)
Level 39, Rialto South Tower, 525 Collins Street, Melbourne VIC 3000
P: +61 409 840 786
Page 2 | 3
|
Date: November 17, 2023 |
| Public Announcement (NASDAQ: IXHL) (ASX: IHL) |
Forward-looking statements
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are made as of the date they were first issued and were based on current expectations and estimates, as well as the beliefs and assumptions of management. The forward-looking statements included in this press release represent Incannex’s views as of the date of this press release. Incannex anticipates that subsequent events and developments may cause its views to change. Incannex undertakes no intention or obligation to update or revise any forward-looking statements, whether as of a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing Incannex’s views as of any date after the date of this press release.
Not an offer in the United States
This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.
Contact Information
|
Incannex Healthcare Limited Mr Joel Latham Managing Director and Chief Executive Officer +61 409 840 786 joel@incannex.com.au |
Investor Relations Contact – United States Alyssa Factor Edison Group +1 (860) 573 9637 afactor@edisongroup.com
|
Incannex Healthcare Limited (ABN: 93 096 635 246)
Level 39, Rialto South Tower, 525 Collins Street, Melbourne VIC 3000
P: +61 409 840 786
Page 3 | 3
Federal Court of Australia
District Registry: Victoria
| Division: General | No: VID767/2023 |
IN THE MATTER OF INCANNEX HEALTHCARE LIMITED (ACN 096 635 246)
INCANNEX HEALTHCARE LIMITED (ACN 096 635 246)
Plaintiff
ORDER
| JUDGE: | JUSTICE BESANKO |
| DATE OF ORDER: | 16 November 2023 |
| WHERE MADE: | Adelaide |
THE COURT NOTES THAT:
| A. | There has been produced to the Court a statement in writing by the Australian Securities and Investments Commission (ASIC) in accordance with section 411(17)(b) of the Corporations Act 2001 (Cth) (Act) that ASIC has no objection to the proposed Scheme of Arrangement between the plaintiff (IHL) and its members referred to in this order (Share Scheme) and the proposed Scheme of Arrangement between IHL and its option holders referred to in this order (Option Scheme). |
| B. | The shares of common stock (US Holdco Shares) and options to acquire US Holdco Shares (US Holdco Options) to be issued by Incannex Healthcare Inc (US Holdco) pursuant to the Share Scheme and Option Scheme will not be registered under the U.S Securities Act of 1933 (US Securities Act) or the securities laws of any other state jurisdiction in the United States. In connection with the implementation of the Shar e Scheme and the Option Scheme and the issue of the US Holdco Shares and US Holdco Options, IHL and US Holdco intend to rely on the Federal Court’s approval of the Share Scheme and Option Scheme for the purpose of qualifying for exemption from the registration requirements of the US Securities Act, provided for by s 3(a)(10) of the US Securities Act. |
Prepared in the Victoria District Registry, Federal Court of Australia
Level 7, Owen Dixon Law Courts, 305 William Street, Telephone 1300 720 980
- 2 - |
|
THE COURT ORDERS THAT:
| 1. | Pursuant to section 411(4)(b) of the Act, the Share Scheme, the terms of which are set out in Annexure A to these orders, be and is hereby approved. |
| 2. | Pursuant to section 411(4)(b) of the Act, the Option Scheme, the terms of which are set out in Annexure B to these orders, be and is hereby approved. |
| 3. | Pursuant to section 411(12) of the Act, IHL be exempted from compliance with section 411(11) of the Act in respect of the Share Scheme and the Option Scheme. |
Date that entry is stamped: 16 November 2023
Prepared in the Victoria District Registry, Federal Court of Australia
Level 7, Owen Dixon Law Courts, 305 William Street, Telephone 1300 720 980
