[424B5] Incannex Healthcare Limited American Prospectus Supplement (Debt Securities)

Rhea-AI Filing Summary

AST SpaceMobile (ASTS) filed an 8-K to disclose two capital-raising moves and preliminary liquidity data. The company will: (i) launch a private offering of $500 million convertible senior notes due 2032 to Rule 144A buyers; and (ii) conduct a concurrent registered direct equity offering that will partly fund the repurchase of up to $135 million of its outstanding 4.25% convertible notes.

Balance-sheet snapshot (unaudited, 30 Jun 25):

• Cash, cash equivalents & restricted cash ≈ $939.4 million
• Total debt ≈ $278.6 million (of which $235 million convertible notes; $43.6 million subsidiary secured debt)

The company emphasises that these figures are preliminary.

ATM program update: Between 13 May and 16 Jul 25 ASTS sold ~13.6 million Class A shares, generating $488.7 million in net proceeds and essentially exhausting the $500 million at-the-market facility, which was terminated on 23 Jul 25.

The new note offering will be paired with capped-call transactions designed to limit dilution upon conversion. None of the disclosures constitute an offer to sell securities.

Positive

• $939.4 million cash provides substantial liquidity for satellite deployment plans
• $500 million new convertible notes expected to extend runway while only modestly increasing leverage
• Partial $135 million repurchase of higher-coupon converts may lower future debt service
• Capped call transactions aim to mitigate dilution from the 2032 notes
• ATM program successfully raised $488.7 million in equity capital

Negative

• Recent and upcoming equity issuances dilute existing shareholders
• Reliance on capital markets signals continuing cash burn before revenue generation
• Preliminary figures are unaudited and subject to revision

Insights

Equity Analyst

TL;DR: Deal adds liquidity but raises dilution risk; net impact neutral.

ASTS ends Q2 with an estimated $939 M cash—sizable for a pre-revenue satellite operator. The $500 M convertible deal plus direct equity sale extend its runway through BlueBird constellation build-out while partially retiring higher-coupon converts. However, cumulative share issuance (13.6 M ATM shares plus new direct offering) pressures per-share upside, and the 2032 converts, even with capped calls, embed future dilution. Overall the filing shows proactive liability management yet signals continued reliance on capital markets until commercial service ramps, giving it a neutral risk-reward profile.

Credit Analyst

TL;DR: Leverage remains modest; new notes extend maturity profile.

Pro-forma debt is only ~$279 M versus nearly $1 B cash, so gross leverage is low. Issuing additional senior converts to repay a portion of existing notes lengthens tenor to 2032 and limits cash interest expense. Secured debt at subs is minimal. Credit quality benefits from strong liquidity, though noteholders face equity-linked risk typical for converts. Planned capped calls protect against excessive strike dilution, supporting bondholder economics.

Filed pursuant to Rule 424(b)(5)

Registration Nos. 333-283028 and 333-288921

Prospectus Supplement

(to Prospectus Supplements dated May 20, 2025, April 7, 2025, and May 28, 2025 to Prospectus dated November 22, 2024)

 

Up to $100,000,000

Shares of Common Stock

This prospectus supplement (this “Prospectus Supplement”) amends and supplements the information in the prospectus, dated November 22, 2024 (the “Prospectus”), filed with the Securities and Exchange Commission as a part of our registration statements on Form S-3 (File Nos. 333-283028 and 333-288921) (collectively, the “Registration Statement”), as previously supplemented by our Prospectus Supplements, dated April 7, 2025, May 20, 2025 and May 28, 2025 (such Prospectus Supplements together with the Prospectus, the “Prior Prospectuses”), relating to the offer and sale of shares of our common stock pursuant to the terms of that certain Amended and Restated Sales Agreement (the “Sales Agreement”), dated May 27, 2025, by and among the Company, A.G.P./Alliance Global Partners (“A.G.P.”) and Curvature Securities LLC (“Curvature” and together with A.G.P., the “Sales Agents”). This Prospectus Supplement should be read in conjunction with the Prior Prospectuses, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prior Prospectuses. This Prospectus Supplement is not complete without, and may only be delivered or utilized in connection with, the Prior Prospectuses and any future amendments or supplements thereto.

We are filing this Prospectus Supplement to amend the Prior Prospectuses to update the amount of shares we are eligible to sell pursuant to such Prospectus. We are increasing the amount of shares of Common Stock we may offer and sell under the Sales Agreement by an aggregate offering price of up to $100,000,000 from time to time through the Sales Agents, which is in addition to the shares of Common Stock having an aggregate gross sales price of approximately $63,469,250 that were sold pursuant to the Prior Prospectuses to date.

Our common stock is listed on Nasdaq under the symbol “IXHL”. The last sales price of our common stock, as reported on Nasdaq on July 23, 2025, was $1.01 per share.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-6 of the Prospectus Supplement dated April 7, 2025 and the risk factors incorporated by reference into this Prospectus Supplement and the Prior Prospectuses, as they may be amended, updated or modified periodically in our reports filed with the Securities and Exchange Commission.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus Supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

A.G.P.

Curvature

The date of this Prospectus Supplement is July 24, 2025

FAQ

How much cash does ASTS report as of 30 June 2025?

Preliminary cash, cash equivalents and restricted cash total $939.4 million.

What is the size and term of the new convertible note offering?

ASTS plans a private offering of $500 million convertible senior notes due 2032.

Why is ASTS issuing new equity?

Proceeds from the registered direct offering will help fund the repurchase of up to $135 million of existing 4.25% convertible notes.

How much capital was raised through the 2025 ATM program?

The company sold ~13.6 million shares for $488.7 million in net proceeds and has now terminated the program.

What is ASTS’s total debt after recent actions?

Total consolidated indebtedness is preliminarily estimated at $278.6 million, including $235 million of existing converts.

Do these announcements affect current financial statements?

The 8-K states the data are supplemental and not yet audited; they are not considered ‘filed’ under Exchange Act Section 18.