Incannex Healthcare (IXHL) Prices 11.57M Share Offering $1.08/sh

Incannex Healthcare Inc. (Nasdaq: IXHL) today announced that it has entered into security purchase agreements with certain institutional investors for the purchase and sale of 11,574,090 shares of the Company’s common stock for a purchase price of $1.08 per share of common stock (or common stock equivalents in lieu thereof) and Series A common stock warrants (the “Series A Warrants”) to purchase up to 11,574,090 shares of common stock at an initial exercise price of $2.16 per share (the “Offering”). The Offering is being priced at the market under Nasdaq rules.

The Series A Warrants are exercisable following stockholder approval and expire two and one-half (2.5) years thereafter. The number of securities issuable under the Series A Warrant is subject to adjustment as described in more detail in the report on Form 8-K to be filed in connection with the Offering.

Aggregate gross proceeds from the Offering are expected to be approximately $12.5 million, before deducting any offering-related expenses. Incannex intends to use the net proceeds from the private placement to fund ongoing clinical trials, including the completion and topline readout of the U.S. Phase 2 study of IHL-42X, an oral, once-daily treatment for OSA, and its expansion into the Phase 3 portion of the study, with sites in the U.K. and the U.S. The proceeds will also be used for the repayment of outstanding convertible debentures, as working capital, and for general corporate purposes.

The transaction is expected to close on or about March 10, 2025, subject to the satisfaction of customary closing conditions.

R. F. Lafferty & Co., Inc. is acting as sole placement agent for the Offering.

The securities described above are being sold in a private placement not involving a public offering and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. The common stock, pre-funded warrants and Series A Warrants offered to the institutional investors will be made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The securities were offered only to accredited investors. The Company has agreed to file one or more registration statements with the Securities and Exchange Commission covering the resale of the shares of common stock and the shares issuable upon exercise of the pre-funded warrants and the Series A Warrants.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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