Incannex Healthcare Inc

DEF 14A 1 ea0239657-01.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

To Our Stockholders:

You are cordially invited to attend a special meeting of stockholders of Incannex Healthcare Inc. to be held at 12:30 pm Eastern time on May 27, 2025.

We have decided to hold the special meeting virtually via live webcast on the internet. We believe hosting a virtual special meeting enables greater stockholder attendance and participation from any location around the world, improves meeting efficiency and our ability to communicate effectively with our stockholders, and reduces the cost and environmental impact of our special meeting. You will be able to attend the special meeting, vote and submit your questions during the special meeting by visitingwww.meetnow.global/M7SKRH9. You will not be able to attend the special meeting physically in person.

Details regarding the meeting, the business to be conducted at the meeting, and information about Incannex Healthcare Inc. that you should consider when you vote your shares are described in the accompanying proxy statement.

At the special meeting, we will ask stockholders to (i) to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of up to an aggregate of 347,222,700 shares our common stock underlying the Series A Warrants (assuming full adjustment of the exercise price to the Floor Price of $0.216 per share and exercise pursuant to the zero exercise price provisions of the Series A Warrants) issued in connection with a private placement of our securities that was consummated on March 10, 2025 and certain provisions of the Series A Warrants, (ii) approve a proposed amendment to our Amended and Restated Certificate of Incorporation to increase the total number of shares of common stock authorized for issuance thereunder from 100,000,000 shares to 800,000,000 shares, (iii) approve a proposed amendment to our 2023 Equity Incentive Plan (the “2023 Plan”) to (x) increase the number of shares authorized for the issuance of awards thereunder by 2,700,000 and (y) to incorporate an evergreen provision to increase the number of shares under the 2023 Plan in future years, (iv) approve of an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our common stock by a ratio of not less than 1-for-2 and not more than 1-for-50 (the “Reverse Stock Split”), with the exact ratio to be set within this range by our board of directors in its sole discretion (without reducing the authorized number of shares of our common stock) and with our board of directors able to elect to abandon such proposed amendment and not effect the Reverse Stock Split authorized by our stockholders in its sole discretion, and (v) approve any postponement or adjournment of the special meeting, from time to time, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to adopt the proposals set forth above.

We hope you will be able to attend the special meeting. Whether you plan to attend the special meeting or not, it is important that you cast your vote. You may vote over the Internet as well as by telephone or by mail. When you have finished reading the proxy statement, you are urged to vote in accordance with the instructions set forth in the proxy statement. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting, whether or not you can attend.

Thank you for your continued support of Incannex Healthcare Inc.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Joseph Swan

Joseph Swan

Secretary

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TIME: 12:30 pm Eastern time

DATE: May 27, 2025

PLACE: www.meetnow.global/M7SKRH9

PURPOSES:

1. To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of up to an aggregate of 347,222,700 shares of our common stock underlying the Series A Warrants (assuming full adjustment of the exercise price to the Floor Price of $0.216 per share and exercise pursuant to the zero exercise price provisions of the Series A Warrants) issued in connection with a private placement and sale of our securities that was consummated on March 10, 2025 and certain provisions of the Series A Warrants.

2. To approve a proposed amendment to our Amended and Restated Certificate of Incorporation to increase the total number of shares of common stock authorized for issuance thereunder from 100,000,000 shares to 800,000,000 shares;

3. To approve a proposed amendment to our 2023 Equity Incentive Plan (the “2023 Plan”) to (x) increase the number of shares authorized for the issuance of awards thereunder by 2,700,000 and (y) to incorporate an evergreen provision to increase the number of shares under the 2023 Plan in future years;

4. To approve a proposed amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our common stock by a ratio of not less than 1-for-2 and not more than 1-for-50 (the “Reverse Stock Split”), with the exact ratio to be set within this range by our board of directors in its sole discretion (without reducing the authorized number of shares of our common stock) and with our board of directors able to elect to abandon such proposed amendment and not effect the Reverse Stock Split authorized by our stockholders in its sole discretion; and

5. To approve any postponement or adjournment of the special meeting, from time to time, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to adopt the proposals set forth above.

WHO MAY VOTE:

You may vote if you were the record owner of Incannex Healthcare Inc. common stock at the close of business on April 21, 2025. Notwithstanding the foregoing, the record owners of the 9,687,045 shares of common stock issued pursuant to the Securities Purchase Agreements, dated March 7, 2025, between Incannex Healthcare Inc. and the purchasers of such shares have agreed that, pursuant to applicable rules of the Nasdaq Stock Market LLC, they are not entitled to vote such shares with respect to Proposal No. 1.

A list of stockholders of record will be available at the special meeting and, during the 10 days prior to the special meeting, at our principal executive offices located at Suite 105, 8 Century Circuit Norwest, NSW 2153 Australia.

All stockholders are cordially invited to attend the special meeting. Whether you plan to attend the special meeting or not, we urge you to vote and submit your proxy by the Internet, telephone or mail in order to ensure the presence of a quorum. You may change or revoke your proxy at any time before it is voted at the special meeting.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Joseph Swan

Joseph Swan

Secretary