Incannex intends to redomicile to U.S., list all shares on Nasdaq

Incannex Healthcare announced its intention to redomicile from Australia to the United States via proposed schemes of arrangement between Incannex and its shareholders and Incannex and its optionholders. Implementation of the Schemes is subject to approval of IHL’s shareholders and IHL’s optionholders and other regulatory and court approvals. Incannex has already achieved registration of its ordinary shares from the US Securities and Exchange Commission. Since February 2022, Incannex’s ordinary shares, in the form of American Depository Receipts, have been trading in the United States since gaining Nasdaq Global market listing status. Each ADR represents 25 ordinary shares of Incannex. Should the Schemes be approved by shareholders, all shareholders will be holders of shares of common stock of Incannex Healthcare Inc., the new parent company incorporated in Delaware, which will be listed on Nasdaq. Shares of common stock of US companies are tradable on all major share trading technology platforms in Australia, aiding trading liquidity. Furthermore, IHL will not delist from ASX until all relevant approvals from the SEC and Nasdaq to trade shares of common stock in Incannex Healthcare Inc. in the US have been obtained. Incannex’s board of directors believes that becoming a U.S. company and trading only on NASDAQ will provide many and varied benefits to Incannex and its shareholders. The Company will have greater access to a more cognisant and receptive capital market of Incannex’s value proposition, with comparison companies trading at far greater market valuations, and an ability to expand to a much broader investor base. To implement the re-domiciliation, Incannex has entered into a Scheme Implementation Deed with Incannex Healthcare, a new US company incorporated in Delaware. Following the implementation of the Schemes, Incannex US will become the ultimate parent company of the Incannex group of companies, with IHL becoming a wholly-owned subsidiary of Incannex US. Pursuant to the Share Scheme: holders of fully paid ordinary shares in Incannex will be entitled to receive one share of common stock in Incannex US for every 100 Incannex Shares held on the record date for the Share Scheme; and holders of Incannex ADRs will be entitled to receive one Incannex US Share for every four ADRs held in Incannex on the Share Scheme record date. Such a consolidation of share capital is considered appropriate following advice from numerous US investment banks concerning an appropriate pricing model for an ambitious and emerging biotechnology research and development company. To eliminate any confusion, it is worth noting that if the company were to apply the proposed 100-1 ratio, the estimated Nasdaq share price would currently be approximately US $8.00 per share. Furthermore any reorganisation of Capital does not affect the value of the company nor shareholder position. Pursuant to the Option Scheme, all options to acquire Incannex Shares on issue on the record date for the Option Scheme will be cancelled in consideration for the holders of those Incannex Options receiving one option to acquire a Incannex US Share for every 100 Incannex Options cancelled in accordance with the Option Scheme. If the Schemes are implemented, Incannex US Shares will be listed solely on Nasdaq. Incannex US will not seek to list on the Australian Securities Exchange on implementation of the Schemes. Accordingly, on implementation of the Schemes, IHL will cease to be ASX listed. The re-domiciliation is not expected to result in any material changes to Incannex’s assets, management, operations or strategy, and is expected to be structured on a tax-neutral basis to Incannex and its shareholders. The implementation of the Schemes is subject to several customary conditions including the approval of Incannex shareholders, Incannex optionholders and the Federal Court of Australia, as well as other necessary regulatory approvals. Incannex shareholders and optionholders do not need to take any action at this time. A Scheme Booklet containing, among other things, more detailed information relating to the Schemes, reasons for the Board’s recommendations, information on the Scheme meetings for the Share Scheme and the Option Scheme and the independent expert’s report is expected to be mailed to Incannex shareholders and optionholders in August/September 2023. Incannex shareholders will be given the opportunity to vote on the Share Scheme and Incannex option holders will be given the opportunity to vote on the Option Scheme at the Scheme Meetings expected to be held in October 2023 and, subject to the conditions of the Schemes being satisfied, the Schemes are expected to be implemented in October 2023. These dates are indicative and subject to change.