Incannex Healthcare Inc

Except as set forth below, there have been no material changes to the risk factors set forth in Part I, Item 1A, “Risk Factors,” of the 2024 Annual Report.

If we are unable to maintain or regain compliance with the requirements of the Nasdaq Global Market, this could result in the delisting of our Common Stock. A delisting of our Common Stock from the Nasdaq Global Market could adversely affect our ability to raise additional capital through the public or private sale of equity securities and the ability of investors to dispose of, or obtain accurate quotations as to the market value of our Common Stock.

Our Common Stock is currently listed on the Nasdaq Global Market. Continued listing of a security on the Nasdaq Stock Market is conditioned upon compliance with various continued listing standards for the applicable market tier. On January 3, 2025, we received a letter (the “Notice”) from Nasdaq notifying us that, we were not in compliance with Nasdaq Listing Rule 5450(b)(2)(A) (the “Listing Rule”), which requires us to maintain a minimum Market Value of Listed Securities (“MLVS”) of at least $50.0 million. The Notice stated that we have 180 calendar days, or until July 2, 2025, to regain compliance with the Listing Rule. There is no immediate effect on the trading of our Common Stock. To regain compliance, our MVLS must meet or exceed $50.0 million for a minimum of ten consecutive business days during the 180-day compliance period ending on July 2, 2025.

We are actively monitoring our stock price and our MLVS and will consider any and all options available to us to maintain or, if necessary, regain compliance, including, to the extent we may then be eligible, listing on the Nasdaq Capital Market. There can be no assurance, however, that we will be able to maintain or, if necessary, regain compliance and meet Nasdaq’s continued listing requirements for any market tier when or as needed. To the extent that we are unable to maintain or, if necessary, regain compliance with the Listing Rule or the other requirements of Nasdaq for continued listing, there is a risk that our Common Stock may be delisted from Nasdaq. Delisting from Nasdaq may limit the range and attractiveness of strategic alternatives that we are able to consider, adversely affect our ability to raise additional financing through the public or private sale of equity securities, significantly affect the ability of investors to trade our securities, or negatively affect the value and liquidity of our Common Stock.