Reverse split shrinks Incannex (Nasdaq: IXHL) share count 30-fold
Rhea-AI Filing Summary
Incannex Healthcare Inc. approved and implemented a 1-for-30 reverse stock split of its common stock. Every 30 shares will be combined into 1 share at 4:01 p.m. Eastern Time on February 26, 2026, with trading on a split-adjusted basis beginning February 27, 2026.
The reverse split will reduce outstanding common shares from approximately 358,329,368 as of February 20, 2026 to about 11,944,313, without changing the total number of authorized shares or the par value. Fractional positions will be rounded up to the next whole share, with no cash paid for fractions.
The company states that the reverse split is intended to increase the per-share trading price of its stock to help regain compliance with Nasdaq’s minimum bid price requirement, while existing shareholders retain the same proportional ownership after the adjustment.
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Insights
Incannex consolidates shares 30-to-1 to support Nasdaq bid-price compliance.
Incannex Healthcare is executing a 1-for-30 reverse stock split, cutting its outstanding common shares from about 358.3 million to roughly 11.9 million. This keeps total authorized shares unchanged but significantly raises the price per share mechanically.
The company explicitly links the move to regaining compliance with Nasdaq’s minimum bid price requirement, aiming to preserve its exchange listing. Economic ownership is unchanged because each holder’s stake is reduced proportionally, and equity awards and plan reserves are adjusted on the same 30-to-1 basis.
Fractional shares are rounded up to whole shares, which slightly favors very small holders but has minimal overall impact. Actual trading performance after February 27, 2026 will depend on market perception of the business rather than the mechanical split itself.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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)
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Item 3.03 Material Modifications to Rights of Security Holders.
To the extent required by Item 3.03, the disclosure set forth in Item 5.03 is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 24, 2026, Incannex Healthcare Inc. (the “Company”) filed with the Secretary of State of the State of Delaware an amendment (the “Certificate of Amendment”) to its amended and restated certificate of incorporation, as amended (the “Certificate of Incorporation”), to effect a reverse stock split of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a ratio of 1-for-30 (the “Reverse Stock Split”). Pursuant to the Certificate of Amendment, the Reverse Stock Split will become effective as of 4:01 p.m. Eastern Time on February 26, 2026 (the “Effective Time”) and shares of the Company’s Common Stock are expected to begin trading on a post-split basis at the open of trading on The Nasdaq Capital Market on February 27, 2026. At the Effective Time, every thirty (30) shares of the Company’s issued and outstanding shares of Common Stock will be automatically converted into one (1) share of Common Stock, without any change in the par value per share. In addition, proportionate adjustments will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding equity awards, and to the number of shares issued and issuable under the Company’s stock incentive plans. No change will be made to the number of shares of Common Stock authorized under the Certificate of Incorporation. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders of record who otherwise would be entitled to receive fractional shares because they hold a number of shares not evenly divisible by the Reverse Stock Split ratio will automatically be entitled to receive an additional fraction of a share of Common Stock to round up to the next whole share. With respect to outstanding Common Stock held in “street name” through a bank, broker or other nominee, fractional shares will be rounded up at the participant level. Cash will not be paid for fractional shares.
Following the Reverse Stock Split, the shares of Common Stock will continue to trade on The Nasdaq Capital Market under the symbol “IXHL.” The new CUSIP number for the Common Stock following the Reverse Stock Split will be 45333F 208.
The summary of the Certificate of Amendment contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached as Exhibit 3.1 of this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Information.
On February 25, 2026, the Company issued a press release announcing the Reverse Stock Split. The press release is filed as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Incannex Healthcare Inc. | |
| 99.1 | Press Release issued by Incannex Healthcare Inc., dated February 25, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 hereunto duly authorized.
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Incannex Healthcare Inc. | |
| Date: February 25, 2026 | /s/ Joel Latham | |
| Name: | Joel Latham | |
| Title: | Chief Executive Officer and President | |
2
Exhibit 99.1
Incannex Announces Reverse Stock Split
Incannex’s common stock is expected to begin trading on a post-split adjusted basis on February 27, 2026
MELBOURNE, Australia and NEW YORK, USA, February 25, 2026 – Incannex Healthcare Inc. (Nasdaq: IXHL) (“Incannex” or the “Company”), a clinical-stage pharmaceutical company developing innovative combination therapies for high-impact medical conditions, today announced that the board of directors of the Company approved a 1-for-30 reverse stock split (the “Reverse Split”) of the Company’s common stock. The Reverse Split was approved by the stockholders of the Company at a special meeting of the Company held on May 27, 2025. The Reverse Split will legally take effect at 4:01 p.m. Eastern Time, on February 26, 2026. The Company’s common stock will open for trading under a new CUSIP number 45333F 208 on The Nasdaq Capital Market (“Nasdaq”) on February 27, 2026, on a split-adjusted basis under the current ticker symbol “IXHL.” The Reverse Split is intended to increase the per share trading price of the Company’s common stock to enable the Company to regain compliance with the minimum bid price requirement for continued listing on Nasdaq.
The 1-for-30 Reverse Split will automatically convert each 30 current shares of the Company’s common stock into one share of common stock. No fractional shares will be issued in connection with the Reverse Split. Stockholders of record who otherwise would be entitled to receive fractional shares because they hold a number of shares not evenly divisible by the Reverse Split ratio will automatically be entitled to receive an additional fraction of a share of the Company’s common stock to round up to the next whole share. With respect to outstanding common stock held in “street name” through a bank, broker or other nominee, fractional shares will be rounded up at the participant level. Cash will not be paid for fractional shares.
The Reverse Split will reduce the number of shares of outstanding common stock from approximately 358,329,368 shares, the number of shares outstanding as of February 20, 2026, to approximately 11,944,313 shares. The total authorized number of shares will not be reduced. Proportional adjustments will also be made to the exercise prices of the Company’s outstanding equity awards, and to the number of shares issued and issuable under the Company’s stock incentive plan.
Stockholders holding their shares electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares through a bank, broker, or other nominee will have their positions automatically adjusted to reflect the Reverse Split, subject to brokers’ particular processes, and will not be required to take any action in connection with the Reverse Split. For those stockholders holding physical stock certificates, the Company’s transfer agent, Computershare Trust Company, N.A., will send instructions for exchanging those certificates for shares held electronically in book-entry form or for new certificates, in either case representing the post-split number of shares.
About Incannex Healthcare Inc.
Incannex is leading the way in developing combination medicines that target the underlying biological pathways associated with chronic conditions, including obstructive sleep apnea, rheumatoid arthritis and generalized anxiety disorder. The Company is advancing three clinical-stage drug candidates based on evidence-based innovation, and supported by streamlined operations. Incannex's lead clinical program, IHL-42X, is an oral fixed-dose combination of dronabinol and acetazolamide designed to target underlying mechanisms and act synergistically in the treatment of obstructive sleep apnea. In a Phase 2 development program, IHL-675A is an oral fixed-dose combination of cannabidiol and hydroxychloroquine sulfate designed to act synergistically to alleviate inflammatory conditions, such as rheumatoid arthritis. Approved for Phase 2 clinical development, PSX-001 is an oral synthetic psilocybin treatment for the treatment of generalized anxiety disorder. Incannex's programs target disorders that have limited, inadequate, or no approved pharmaceutical treatment options. For additional information on Incannex, please visit our website at www.incannex.com.
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. Forward-looking statements are statements other than historical facts and relate to future events, future circumstances and Incannex's future performance. These statements are based on management's current assumptions, expectations, and beliefs. Examples of forward-looking statements in this press release include statements about, among other things: timing and effectiveness of the Reverse Split; Incannex's ability to regain or maintain compliance with the Nasdaq minimum bid price requirement and other listing requirements, and Incannex's future intentions regarding its efforts to maintain and/or regain compliance with applicable Nasdaq listing standards. These forward-looking statements are subject to a number of risks and uncertainties, which may cause the forward-looking events and circumstances described in this press release to not occur, and actual results to differ materially and adversely from those described in or implied by the forward-looking statements. These risks and uncertainties include, among others: that Incannex may fail to maintain the listing of the Company’s common stock on Nasdaq and to comply with applicable listing requirements; the closing price of the common stock may fall below $0.10 for ten consecutive trading days and be subject to Nasdaq’s low bid price rules and subject to delisting or denial of compliance periods; the continued availability of financing; Incannex's ability to raise capital to fund continuing operations; the impact of any infringement actions or other litigation brought against Incannex; the success of Incannex's development efforts, including Incannex's ability to progress its drug candidates through clinical trials on the timelines expected and to obtain necessary regulatory approvals for commercialization of its drug candidates; the effects of competition from other providers and products as currently existing or that may be developed in the future; that the market for its drug candidates may not grow at the rates anticipated or at all or that estimates for these markets may ultimately be incorrect; that Incannex may be unable to successfully execute upon any commercial discussions; Incannex's ability to comply with the various evolving and complex laws and regulations applicable to its business and its industry; Incannex's ability to protect its proprietary technology and intellectual property; and other factors relating to Incannex's industry, its operations and results of operations. The forward-looking statements made in this press release speak only as of the date of this press release, and Incannex assumes no obligation to update publicly any such forward-looking statements to reflect actual results or changes in expectations, except as otherwise required by law. Incannex's reports filed with the U.S. Securities and Exchange Commission (“SEC”) including its annual report on Form 10-K for the fiscal year ended June 30, 2025, filed with the SEC on September 29, 2025, and the other reports it files from time to time, including subsequently filed annual, quarterly and current reports, are made available on Incannex's website upon their filing with the SEC. These reports contain more information about Incannex, its business and the risks affecting its business, as well as its results of operations for the periods covered by the financial results included in this press release. For additional information on Incannex, please visit our website at www.incannex.com.
Investor & Media Contacts
CORE IR
(212) 655-0924
investors@incannex.com
media@incannex.com.au
FAQ
What reverse stock split did Incannex Healthcare (IXHL) approve?
When will the Incannex (IXHL) reverse stock split take effect and start trading?
How will Incannex’s reverse split change the number of IXHL shares outstanding?
Why is Incannex Healthcare (IXHL) implementing a 1-for-30 reverse stock split?
How will fractional Incannex (IXHL) shares be handled in the reverse split?
Does the Incannex (IXHL) reverse split affect stock incentive plans and equity awards?
Filing Exhibits & Attachments
6 documentsPress Releases
