Incannex To Redomicile To United States, List All Shares On Nasdaq

Incannex Healthcare Limited IXHL IHL intends to redomicile from Australia to the United States via proposed schemes of arrangement between Incannex and its shareholders (share scheme) and Incannex and its optionholders (option scheme). 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 (ADRs), 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.

Rationale for the Schemes and Re-domiciliation

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.

Legal Considerations

To implement the re-domiciliation, Incannex has entered into a scheme implementation deed with Incannex Healthcare Inc. (Incannex US), 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 (each ADR currently represents 25 Incannex shares) 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.

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.

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