Incannex Healthcare (NASDAQ: IXHL) resets 2025 shareholder meeting to Jan. 15, 2026

Rhea-AI Filing Summary

Incannex Healthcare Inc. reported that its 2025 annual meeting of stockholders did not have enough common shares present or represented by proxy to reach a quorum. The shortfall was primarily tied to Proposal No. 2, the auditor ratification proposal, which was treated as a non-routine item because of an administrative error by the company’s transfer agent.

As a result, the annual meeting was adjourned and is scheduled to reconvene virtually on January 15, 2026 at 11:00 a.m. Gulf Standard Time via live audio webcast at www.meetnow.global/MD59M9U. Incannex is working with the transfer agent and other parties to have the auditor ratification proposal reclassified as routine, which would allow brokers and other nominees to use discretionary voting authority for shares held in street name.

During the adjournment, the company will continue soliciting proxies for all proposals described in its proxy statement. Proxies already submitted will remain valid and will be voted at the reconvened meeting unless properly revoked, so stockholders who have already voted do not need to take further action.

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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): December 18, 2025

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 8.01 Other Events.

On December 18, 2025, Incannex Healthcare Inc. (“we” or the “Company”) announced at the 2025 annual meeting of stockholders (the “Annual Meeting”) that there were not present or represented by proxy a sufficient number of shares of our common stock to constitute a quorum, primarily due to Proposal No. 2, relating to the ratification of the appointment of its independent registered accounting firm (the “Auditor Ratification Proposal”), being classified as a non-routine proposal because of an administrative error by the Company’s transfer agent. Accordingly, we adjourned our Annual Meeting to allow for the solicitation of additional proxies with respect to the proposals set forth in the Proxy Statement. The Annual Meeting has been adjourned to Thursday, January 15, 2026, at 11:00 a.m., Gulf Standard Time, and will reconvene only virtually via live audio webcast on the Internet by visiting www.meetnow.global/MD59M9U.

We have engaged with the transfer agent and other relevant parties to seek reclassification of the Auditor Ratification Proposal and expect that the Auditor Ratification Proposal will be reclassified as routine prior to the reconvened Annual Meeting, which would permit brokers, banks, and other nominees to exercise discretionary voting authority for shares held in “street name.”

During the period of the adjournment, the Company will continue to solicit proxies with respect to the proposals set forth in the Proxy Statement. Proxies previously submitted in respect of the Annual Meeting will be voted at the reconvened meeting unless properly revoked, and stockholders who have already submitted a proxy to vote their shares need not take any action.

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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: December 18, 2025		/s/ Joel Latham
	Name:	Joel Latham
	Title:	Chief Executive Officer and President

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FAQ

Why did Incannex Healthcare Inc. (IXHL) adjourn its 2025 annual meeting?

The 2025 annual meeting was adjourned because there were not enough shares of common stock present or represented by proxy to constitute a quorum. This was primarily linked to the auditor ratification proposal being treated as non-routine due to an administrative error by the transfer agent.

When will Incannex Healthcare Inc. (IXHL) reconvene its 2025 annual meeting?

The annual meeting has been adjourned to Thursday, January 15, 2026, at 11:00 a.m., Gulf Standard Time. It will reconvene only virtually via a live audio webcast on the Internet at www.meetnow.global/MD59M9U.

What is Proposal No. 2 at Incannex Healthcare Inc.’s 2025 annual meeting?

Proposal No. 2 is the auditor ratification proposal, relating to the ratification of the appointment of the company’s independent registered public accounting firm. It was initially classified as a non-routine proposal because of an administrative error by the transfer agent.

How is Incannex Healthcare Inc. (IXHL) addressing the classification of the auditor ratification proposal?

The company has engaged with its transfer agent and other relevant parties to seek reclassification of the auditor ratification proposal as routine. It expects this proposal will be reclassified as routine before the reconvened annual meeting, which would allow brokers, banks, and other nominees to use discretionary voting authority for street-name shares.

Do Incannex Healthcare Inc. stockholders need to vote again for the reconvened 2025 annual meeting?

No. Proxies already submitted for the 2025 annual meeting will be voted at the reconvened meeting unless properly revoked. Stockholders who have already submitted a proxy do not need to take any additional action.

What will Incannex Healthcare Inc. (IXHL) do during the adjournment period?

During the adjournment, the company will continue to solicit proxies for the proposals set forth in its proxy statement for the 2025 annual meeting, aiming to secure sufficient votes to reach a quorum and act on the proposals.