Incannex Healthcare (NASDAQ: IXHL) posts 2025 meeting vote results

Rhea-AI Filing Summary

Incannex Healthcare Inc. reported the results of its 2025 Annual Meeting of Stockholders held virtually on January 15, 2026. Out of 347,705,507 shares of common stock issued and outstanding as of the October 24, 2025 record date, 119,550,295 shares, or approximately 34.38% of eligible shares, were present in person or by proxy, establishing a quorum for business.

Stockholders elected Dr. George Anastassov and Robert Clark as directors to serve until the 2028 Annual Meeting and until their successors are duly elected and qualified. Dr. Anastassov received 55,032,850 votes for and 3,295,276 votes withheld, while Robert Clark received 56,220,279 votes for and 2,107,847 votes withheld; each director election had 61,222,169 broker non-votes. Stockholders also ratified the appointment of Grant Thornton Audit Pty Ltd as the independent registered public accounting firm for the fiscal year ending June 30, 2026, with 110,346,963 votes for, 7,877,386 votes against, and 1,325,946 votes abstaining.

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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): January 15, 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 5.07 Submission of Matters to a Vote of Security Holders.

On January 15, 2026 at 11:00 a.m. Gulf Standard Time, Incannex Healthcare Inc. (the “Company”), held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”), in a virtual format via live audio webcast on the Internet by visiting www.meetnow.global/MD59M9U. Of the Company’s 347,705,507 shares of common stock issued and outstanding and eligible to vote as of the record date of October 24, 2025, a quorum of 119,550,295 shares, or approximately 34.38% of the eligible shares, was present in person or represented by proxy. Each of the matters set forth below is described in detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 27, 2025. The following actions were taken at the Annual Meeting:

Proposal 1

Election of the following nominees as directors of the Company, to serve until the 2028 Annual Meeting of Stockholders and until his successor is duly elected and qualified.

		Votes For				Votes Withheld				Broker Non-Votes
Dr. George Anastassov			55,032,850				3,295,276				61,222,169
Robert Clark			56,220,279				2,107,847				61,222,169

Proposal 2

Ratification of the appointment of Grant Thornton Audit Pty Ltd as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026.

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
110,346,963		7,877,386		1,325,946		—

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.

Date: January 15, 2026	Incannex Healthcare Inc.
	/s/ Joel Latham
	Name:	Joel Latham
	Title:	Chief Executive Officer and President

2

FAQ

What did Incannex Healthcare Inc. (IXHL) report in this 8-K filing?

The filing reports the results of Incannex Healthcare Inc.’s 2025 Annual Meeting of Stockholders, including director elections and the ratification of the company’s independent registered public accounting firm.

How many Incannex Healthcare Inc. (IXHL) shares were eligible to vote and how many formed the quorum?

There were 347,705,507 shares of common stock issued, outstanding, and eligible to vote as of October 24, 2025. A quorum of 119,550,295 shares, or approximately 34.38% of eligible shares, was present in person or represented by proxy.

Which directors were elected at Incannex Healthcare Inc.’s 2025 Annual Meeting and what were the vote totals?

Stockholders elected Dr. George Anastassov and Robert Clark as directors to serve until the 2028 Annual Meeting of Stockholders. Dr. Anastassov received 55,032,850 votes for and 3,295,276 votes withheld, and Robert Clark received 56,220,279 votes for and 2,107,847 votes withheld. Each election included 61,222,169 broker non-votes.

What accounting firm did Incannex Healthcare Inc. (IXHL) stockholders ratify, and how did the vote break down?

Stockholders ratified the appointment of Grant Thornton Audit Pty Ltd as the independent registered public accounting firm for the fiscal year ending June 30, 2026. The vote totals were 110,346,963 shares for, 7,877,386 shares against, and 1,325,946 shares abstaining, with no broker non-votes.

When and how was the Incannex Healthcare Inc. 2025 Annual Meeting of Stockholders held?

The 2025 Annual Meeting of Stockholders was held on January 15, 2026 at 11:00 a.m. Gulf Standard Time in a virtual format via live audio webcast accessible at www.meetnow.global/MD59M9U.

What board terms did the newly elected directors of Incannex Healthcare Inc. (IXHL) receive?

The elected directors, Dr. George Anastassov and Robert Clark, will serve until the 2028 Annual Meeting of Stockholders and until their successors are duly elected and qualified.