Incannex Healthcare Inc.

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:

Incannex Healthcare Inc.

(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 the 2026 annual meeting of stockholders of Incannex Healthcare Inc. (the “Annual Meeting”) to be held at 10:00 a.m. Gulf Standard Time, on Thursday, December 17, 2026. We have decided to hold this year’s annual meeting virtually via live audio webcast on the internet. We believe hosting a virtual Annual 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 Annual Meeting. You will be able to attend the Annual Meeting, vote and submit your questions during the Annual Meeting by visiting https://web.viewproxy.com/IXHL/2026. You will not be able to attend the Annual Meeting 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 Annual Meeting, we will ask stockholders to (i) elect two directors to serve as Class III directors for three-year terms expiring in 2029; and (ii) ratify the appointment of Grant Thornton Audit Pty Ltd as our independent registered public accounting firm for our fiscal year ending June 30, 2027. Our board of directors recommends the approval of each of these proposals. Such other business will be transacted as may properly come before the Annual Meeting and any adjournments or postponements thereof.

Under the Securities and Exchange Commission (the “SEC”) rules that allow companies to furnish proxy materials to stockholders over the Internet, we have elected to deliver our proxy materials to certain of our stockholders over the Internet. This delivery process allows us to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about November 2, 2026, we intend to begin sending to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Availability Notice”) containing instructions on how to access our proxy statement for our Annual Meeting and our 2026 annual report to stockholders. The Internet Availability Notice also provides instructions on (i) how to vote; (ii) how to access the virtual Annual Meeting; and (iii) how to receive a paper copy of the proxy materials by mail.

We hope you will be able to attend the Annual Meeting. Whether you plan to attend the Annual Meeting or not, it is important that you cast your vote either at the virtual Annual Meeting or by proxy. 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 Annual Meeting, whether or not you can attend.

Thank you for your continued support of Incannex Healthcare Inc.

Sincerely,

/s/ Troy Valentine

Troy Valentine

Chairman of the Board of Directors

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

TIME: 10:00 a.m. Gulf Standard Time

DATE: December 17, 2026

PLACE: Virtually via live audio webcast on the Internet by registering in advance at https://web.viewproxy.com/IXHL/2026 and following the instructions on the website.

PURPOSES:

WHO MAY VOTE:

You may vote if you were the record owner of Incannex Healthcare Inc.’s common stock at the close of business on October 22, 2026. A list of stockholders of record will be available at the Annual Meeting and, during the ten days prior to the Annual Meeting, at our principal executive offices located at Rialto South Tower Level 23, 525 Collins Street Melbourne VIC 3008 Australia.

All stockholders are cordially invited to attend the Annual Meeting. Whether you plan to attend the Annual Meeting or not, we urge you to vote by following the instructions in the Notice of Internet Availability of Proxy Materials that you previously received 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 Annual Meeting.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Joseph Swan

Joseph Swan

Secretary

TABLE OF CONTENTS

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PROXY STATEMENT FOR INCANNEX HEALTHCARE INC.

2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 17, 2026

This proxy statement, along with the accompanying Notice of 2026 Annual Meeting of Stockholders contains information about the 2026 annual meeting of stockholders of Incannex Healthcare Inc. (the “Annual Meeting”), including any adjournments or postponements of the Annual Meeting. We are holding the Annual Meeting at 10:00 a.m. Gulf Standard Time, on Thursday, December 17, 2026 in a virtual format via live audio webcast on the Internet. You may attend the Annual Meeting by registering in advance at https://web.viewproxy.com/IXHL/2026 and following the instructions on the website.

In this proxy statement, we refer to Incannex Healthcare Inc. as “Incannex,” “the Company,” “we” and “us.”

This proxy statement relates to the solicitation of proxies by our board of directors for use at the Annual Meeting.

On or about November 2, 2026, we intend to begin sending to our stockholders the Important Notice Regarding the Availability of Proxy Materials containing instructions on how to access our proxy statement for our Annual Meeting and our 2026 annual report to stockholders.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON DECEMBER 17, 2026

This proxy statement, the Notice of 2026 Annual Meeting of Stockholders, our form of proxy card and our 2026 annual report to stockholders are available for viewing, printing and downloading at https://web.viewproxy.com/IXHL/2026. On this website, you can also elect to receive future distributions of our proxy statements and annual reports to stockholders by electronic delivery.

Additionally, you can find a copy of our annual report on Form 10-K for the fiscal year ended June 30, 2026 (the “Annual Report”), which includes our financial statements for the fiscal year ended June 30, 2026, on the website of the SEC atwww.sec.gov, or in the “SEC Filings” section of the “Investors” section of our website at*www.incannex.com.*You may also obtain a printed copy of our Annual Report, including our financial statements, free of charge, from us by sending a written request to:

Incannex Healthcare Inc.,

Attn: Investor Relations,

Melbourne VIC 3008 Australia.

Exhibits will be provided upon written request and payment of an appropriate processing fee.