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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d)
of the Securities Exchange
Act of 1934
Date of Report (Date of
earliest event reported): March 11, 2026
Incannex Healthcare
Inc.
(Exact name of registrant
as specified in its charter)
| Delaware |
|
001-41106 |
|
93-2403210 |
(State or other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
Rialto South Tower
Level 23, 525 Collins Street
Melbourne VIC 3008
Australia |
|
Not applicable |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s Telephone
Number, including Area Code: +61 409 840 786
(Former Name or
Former Address, if Changed Since Last Report): Not Applicable
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
| Title of each class |
|
Trading Symbol |
|
Name of exchange on which registered |
| Common Stock, $0.0001 par value per share |
|
IXHL |
|
The Nasdaq Stock Market LLC |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.02. Termination of a Material Definitive Agreement
As previously disclosed, on May 27, 2025, Incannex Healthcare Inc.
(the “Company”) entered into an Amended and Restated Sales Agreement (the “Amended and Restated Sales Agreement”)
by and among the Company, Curvature Securities, LLC (“Curvature”) and A.G.P./Alliance Global Partners (“A.G.P.”
and together with Curvature, the “Sales Agents”), which amended that certain Sales Agreement, dated April 7, 2025, by and
between the Company and A.G.P. (the “Original Sales Agreement” and collectively, with the Amended and Restated Sales Agreement,
the “Sales Agreement”), pursuant to which the Company could offer and sell shares of its common stock from time to time through
the Sales Agents, acting as the sales agents.
On March 11, 2026, the Company and the Sales
Agents mutually agreed to terminate the Sales Agreement, effective immediately. During the term of the Sales Agreement, the Company
sold shares of its common stock for aggregate gross proceeds to the Company of approximately $108.4 million. The Sales Agreement was
terminable at will by the Company with no penalty.
Item 7.01 Regulation FD Disclosure.
From time to time, the Company presents and/or distributes slides and
presentations to the investment community to provide updates and summaries of its business. On March 12, 2026, the Company updated
its corporate presentation, which is available on the Investor Relations section of the Company’s website at http://ir.incannex.com.
This presentation is also furnished as Exhibit 99.1 to this Current Report on Form 8-K. Information contained on the Company’s website
is not incorporated by reference into and should not be considered to be part of this Current Report on Form 8-K.
The information in Item 7.01, including Exhibit 99.1, is being furnished
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any registration
statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such filing.
Item 8.01. Other Events
On March 12, 2026, the Company issued a press
release announcing its enhanced Phase 2 dose-optimisation study. A copy of the press release is attached hereto as Exhibit 99.2 and is
incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Corporate Presentation, dated March 12, 2026. |
| |
|
|
| 99.2 |
|
Press Release of Incannex Healthcare Inc., dated March 12, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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 hereunto duly authorized.
| |
Incannex Healthcare Inc. |
| |
|
|
| Date: March 12, 2026 |
By: |
/s/ Joel Latham |
| |
|
Name: |
Joel Latham |
| |
|
Title: |
Chief Executive Officer and President |
