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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): July 24, 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.) |
Suite 105, 8 Century Circuit Norwest,
NSW 2153 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 July 24, 2025, Incannex
Healthcare Inc. (the “Company”) filed a prospectus supplement to increase the capacity of its existing “at-the-market”
offering program (the “ATM”) by up to an additional $100 million. While this filing increases the available capacity under
the ATM, the Company is under no obligation to issue any Shares pursuant to the program. The expanded facility
is intended to enhance the Company’s financial flexibility, providing an efficient mechanism to access capital if, and when, deemed
appropriate. Any utilisation of the ATM will be at the discretion of the Company, taking into account prevailing market conditions and
strategic priorities.
As previously disclosed,
the ATM is conducted pursuant to the Amended and Restated Sales Agreement, dated May 28, 2025 (the “Amended and Restated Sales Agreement”)
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”). Accordingly, pursuant to the prospectus supplement, the amount of
shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), that the Company may issue under the
Amended and Restated Sales Agreement has been increased by up to an aggregate of $100 million of Shares. There can be no assurance that
the Sales Agents will be able to complete future placements pursuant to the Amended and Restated Sales Agreement, even if instructed to
do so. The number of Shares that the Company may ultimately sell under the Amended and Restated Sales Agreement, if it chooses to do so,
will fluctuate based on a number of factors, including the market price of its common stock during the sales period, the limits it may
set in any instruction to sell Shares, and the demand for its common stock during an applicable sales period.
Attached hereto as Exhibit
5.1 to this Current Report is the opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., relating to the legality of the issuance
and sale of the Shares.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 5.1 |
|
Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. |
| 23.1 |
|
Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1) |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: July 24, 2025 |
/s/ Joel Latham |
| |
Name: |
Joel Latham |
| |
Title: |
Chief Executive Officer and President |
