Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of October, 2023

Commission File Number: 001-41106

Incannex Healthcare Limited

(Exact name of Registrant as specified in its charter)

not applicable

(Translation of Registrant’s name into English)

Australia

(Jurisdiction of incorporation or organization)

Joel Latham

Chief Executive Officer and Managing Director

Level 39, Rialto South Tower
525 Collins Street

Melbourne 3000

Australia

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

On October 10, 2023, Incannex Healthcare Limited filed with the Australian Securities Exchange announcements captioned: “SCHEME BOOKLET DISPATCHED”, a copy of which announcement is attached to this Form 6-K as Exhibit 99.1.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Incannex Healthcare Limited

Date: October 10, 2023	By:	/s/ Joel Latham
	Name:	Joel Latham
	Title:	Chief Executive Officer and Managing Director

INDEX TO EXHIBITS

Exhibit No.

99.1		ASX Announcement, dated October 10, 2023 SCHEME BOOKLET DISPATCHED

Exhibit 99.1

Date: October 10, 2023

Public Announcement (NASDAQ: IXHL) (ASX: IHL)

SCHEME BOOKLET DISPATCHED

Incannex Healthcare Limited (ASX:IHL) (Incannex) refers to its announcements released on 5 October 2023 noting that the Federal Court of Australia had approved the convening of the Scheme Meetings and the distribution of the Scheme Booklet in relation to the share and option schemes of arrangement between Incannex and its shareholders and Incannex and its optionholders (Schemes).

Capitalised terms used but not defined in this announcement have the meaning given to those terms in Incannex's announcement dated 5 October 2023.

Dispatch of the Scheme Booklet

Incannex confirms that on Monday, 9 October 2023, the Scheme Booklet and associated materials were despatched to Incannex shareholders and Incannex optionholders.

Incannex shareholders and Incannex optionholders who have previously elected to receive electronic communications from Incannex will receive an email containing instructions about how to view or download a copy of the Scheme Booklet, as well as instructions on how to lodge their proxies for the Scheme Meetings and for small parcel holders, instructions on how to make an election to opt-out of the sale facility to be operated in relation to the Share Scheme and to receive Incannex US shares as consideration under the Share Scheme.

Incannex shareholders and Incannex optionholders who have previously elected to receive only hard copy documents have been sent a letter (sent by post to their registered address) containing instructions regarding accessing a copy of the Scheme Booklet, together with a hard copy of the Scheme Booklet, a personalised proxy form for the relevant Scheme Meeting and a small parcel holder election form (for Incannex shareholders that Incannex considers, or reasonably believes, will be small parcel holders on the record date for the Share Scheme).

Incannex shareholders and Incannex optionholders who have made no election as to how to receive communications from Incannex have been sent a letter (sent by post to their registered address) containing instructions regarding accessing a copy of the Scheme Booklet, together with a hard copy of a personalised proxy form for the relevant Scheme Meeting. and a small parcel holder election form (for Incannex shareholders that Incannex considers, or reasonably believes, will be small parcel holders on the record date for the Share Scheme).

Details of Scheme Meetings

The Scheme Meetings will be held on Wednesday, 8 November 2023 at the offices of Thomson Geer at Level 23, Rialto South Tower, 525 Collins Street Melbourne, Victoria 3000, with the Share Scheme Meeting beginning at 10:00 am (Melbourne time) and the Option Scheme Meeting beginning at the later of the conclusion of the Share Scheme Meeting and 10:30 am (Melbourne time).

Further information on the Scheme Meetings, and information regarding how to participate in, the Scheme Meetings is provided in the notices of meeting for the Scheme Meetings included in the Scheme Booklet.

All Incannex shareholders and Incannex optionholders registered as at 7:00pm (Melbourne time) on Monday, 6 November 2023 will be eligible to vote at the relevant Scheme Meeting.

All Incannex shareholders and Incannex optionholders are encouraged to vote by attending the relevant Scheme Meeting in person or by attorney or corporate representative, or alternatively by completing and ensuring the proxy form accompanying the Scheme Booklet is received by 10:00 am (Melbourne time) on Monday, 6 November 2023 in respect of the Share Scheme Meeting, and 10:30 am (Melbourne time) on Monday, 6 November 2023 in respect of the Option Scheme Meeting.

Date: October 10, 2023

Public Announcement (NASDAQ: IXHL) (ASX: IHL)

Further Information

Incannex shareholders and optionholders should carefully read the Scheme Booklet in its entirety, including the materials accompanying it, before deciding whether to vote in favour of their respective Scheme. If after reading the Scheme Booklet you have any questions about the Schemes or the Scheme Booklet, please contact the Incannex Schemes Information Line on 1300 429 179 (within Australia) or +61 2 7208 4522 (outside Australia) between 8:30 am and 7:00 pm (Melbourne time) Monday to Friday, excluding public holidays.

Incannex Healthcare Limited

ABN 93 093 635 246

Level 23, Rialto South Tower

525 Collins Street

Melbourne VIC 3000

9 October 2023

Dear Incannex Shareholder

Incannex Healthcare Limited – Notice of Share Scheme Meeting

On Wednesday, 4 October 2023, the Federal Court of Australia ordered that Incannex Healthcare Limited (Incannex) convene a meeting (Share Scheme Meeting) of all its shareholders (Incannex Shareholders) to consider and vote on a scheme of arrangement (Share Scheme) between Incannex and Incannex Shareholders in relation to the proposed acquisition of all the shares in Incannex by Incannex Healthcare Inc. ( Incannex US), and made similar orders in respect of a related scheme of arrangement between Incannex and holders of its options.

This letter is being sent to you because you are shown on the Incannex share register as holding Incannex shares and you have not elected to receive communications in relation to your Incannex shares electronically or, although you have elected to receive communications electronically, we have been notified that our email communication was unable to be delivered to your nominated email address.

If you have recently sold all of your Incannex shares, please disregard this letter.

Scheme Booklet

For those Incannex shareholders who have elected to receive documents from Incannex in hard-copy, a hard copy of the Scheme Booklet is enclosed. For the remaining Incannex shareholders, the Scheme Booklet is available online for viewing and downloading from https://investor.automic.com.au/#loginsah, or from the ASX website’s announcement page at https://www.asx.com.au under Incannex’s ticker code “IHL”.

If you would prefer to receive a hard copy of the Scheme Booklet, please contact the Incannex Schemes Information Line on 1300 429 179 (within Australia) or +61 2 7208 4522 (outside Australia) Monday to Friday between 8:30am and 7:00pm (Melbourne time).

The Scheme Booklet contains important information for your consideration about the Share Scheme and the related option scheme and contains the notice of meeting in relation to the Share Scheme Meeting (Notice of Share Scheme Meeting). You should carefully read and consider the Scheme Booklet in full before you decide whether or not to vote in favour of the Share Scheme.

Unless otherwise defined, capitalised terms used in this letter have the meaning given to them in the Scheme Booklet.

Details of the Share Scheme Meeting

The Share Scheme Meeting will be held in person at Level 23, Rialto South Tower, 525 Collins Street, Melbourne VIC 3000 at 10:00am (Melbourne time) on 8 November 2023.

If you are registered on the Incannex share register as at 7:00pm (Melbourne time) on 6 November 2023, you will be entitled to vote on the Share Scheme.

All Incannex shareholders who cannot attend the Share Scheme Meeting are encouraged to vote by appointing a proxy, corporate representative or attorney to attend the Share Scheme Meeting on their behalf.

Further details on how to participate and vote at the Share Scheme Meeting are set out in the Notice of Share Scheme Meeting attached to the Scheme Booklet at Annexure G.

Proxy Form

You may appoint a proxy by completing, signing and returning the personalised Proxy Form accompanying this letter to Incannex’s share registry, Automic Group (Automic) in accordance with the instructions on the Proxy Form and in the Notice of Share Scheme Meeting included in the Scheme Booklet.

Proxy votes may also be lodged online using the following link: https://investor.automic.com.au/#loginsah

Your Proxy Form, or proxy voting instruction (if completed online) must be received by 10:00am (Melbourne time) on 6 November 2023, being no later than 48 hours before commencement of the Share Scheme Meeting. Any Proxy Forms or proxy voting instructions received after that time will be invalid.

Small Parcel Holder Election Form

If there is a Small Parcel Holder Election Form accompanying this letter, it is because Incannex considers, or reasonably believes, that you may be a Small Parcel Holder (being an Incannex Shareholder that is not an Ineligible Foreign Shareholder and who holds less than a Marketable Parcel (i.e., A$500) of Incannex shares on the Record Date for the Share Scheme).

If you do not receive a Small Parcel Holder Election Form, no further action is required to be taken on your part in relation to the Sale Facility (unless you expect to be a Small Parcel Holder). If you hold less than a Marketable Parcel of Incannex shares and did not receive a Small Parcel Holder Election Form, or you expect to become a Small Parcel holder and would like to receive a Small Parcel Holder Election Form, please contact Automic on 1300 429 179 (within Australia) or +61 2 7208 4522 (outside Australia) between 8:30am and 5:00pm (Sydney time) Monday to Friday, excluding public holidays, or via email at corporateactions@automic.com.au.

An election to opt-out of the Sale Facility can also be submitted online using the following link:

https://investor.automic.com.au/#/home

Any elections to opt-out of the Sale Facility must be received by 7:00pm on the Effective Date (which is currently expected to be 17 November 2023) Further details about this election are contained in the Scheme Booklet. Instructions for completing and returning the Small Parcel Holder Election Form (including by making an election online) can be found on the Small Parcel Holder Election Form.

Share Scheme Indicative Timetable

The expected key dates for the Share Scheme are set out below:

Latest time and date for lodgement of completed Proxy Forms for the Share Scheme Meeting	10:00am (Melbourne time) on 6 November 2023
Time and date for determining eligibility of Shareholders to vote at the Share Scheme Meeting	7:00pm (Melbourne time) on 6 November 2023
Share Scheme Meeting	10:00am (Melbourne time) on 8 November 2023
Second Court Date	16 November 2023 at 10:15am
Effective Date of the Schemes	17 November 2023
Last date of trading of Shares on ASX	17 November 2023
Record Date for determining entitlements to the Share Scheme Consideration	7:00pm (Melbourne time) on 21 November 2023
Implementation Date for the Schemes	28 November 2023
Delisting of Incannex from the official list of ASX	29 November 2023
Admission of Incannex US on Nasdaq	29 November 2023
First day of quotation of Incannex US Shares on Nasdaq	Expected to commence promptly following the Implementation Date

Note: All stated dates and times are indicative only. The actual timetable will depend on many factors outside the control of Incannex and Incannex US, including the Court approval process and the satisfaction or waiver of the conditions precedent to the completion of the Schemes by each of Incannex and Incannex US. Any changes to the above timetable will be announced to ASX and Nasdaq and will be available on Incannex’s website at https://www.incannex.com/.

Further Information

Incannex encourages Incannex Shareholders to read the Scheme Booklet in its entirety before deciding whether or not to vote in favour of the Share Scheme at the Share Scheme Meeting.

If you require further information or have questions in relation to the Schemes, please contact the Incannex Schemes Information Line on 1300 429 179 (within Australia) or +61 2 7208 4522 (outside Australia) Monday to Friday between 8:30am and 7:00pm (Melbourne time).

Madhukar Bhalla

Company Secretary

Incannex Healthcare Limited

ABN 93 093 635 246

Level 23, Rialto South Tower

525 Collins Street

Melbourne VIC 3000

9 October 2023

Dear Incannex Optionholder

Incannex Healthcare Limited – Notice of Option Scheme Meeting

On Wednesday, 4 October 2023, the Federal Court of Australia ordered that Incannex Healthcare Limited (Incannex) convene a meeting (Option Scheme Meeting) of all its optionholders (Incannex Optionholders) to consider and vote on a scheme of arrangement (Option Scheme) between Incannex and Incannex Optionholders in relation to the proposed cancellation of all the options in Incannex in consideration for new options in Incannex Healthcare Inc. (Incannex US) being issued to Incannex Optionholders that are not Ineligible Foreign Optionholders, and made similar orders in respect of a related scheme of arrangement between Incannex and its shareholders.

This letter is being sent to you because you are shown on the Incannex option register as holding Incannex options and you have not elected to receive communications in relation to your Incannex options electronically or, although you have elected to receive communications electronically, we have been notified that our email communication was unable to be delivered to your nominated email address.

Scheme Booklet

For those Incannex Optionholders who have elected to receive documents from Incannex in hard-copy, a hard copy of the Scheme Booklet is enclosed. For the remaining Incannex Optionholders, the Scheme Booklet is available online for viewing and downloading from https://investor.automic.com.au/#loginsah, or from the ASX website’s announcement page at https://www.asx.com.au under Incannex’s ticker code “IHL”.

The Scheme Booklet contains important information for your consideration about the Option Scheme and the related share scheme and contains the notice of meeting in relation to the Option Scheme Meeting (Notice of Option Scheme Meeting). You should carefully read and consider the Scheme Booklet in full before you decide whether or not to vote in favour of the Option Scheme.

Unless otherwise defined, capitalised terms used in this letter have the meaning given to them in the Scheme Booklet.

Details of the Option Scheme Meeting

The Option Scheme Meeting will be held in person at Level 23, Rialto South Tower, 525 Collins Street, Melbourne VIC 3000 at the later of 10:30am (Melbourne time) and the conclusion of the Share Scheme Meeting on 8 November 2023.

If you are registered on the Incannex option register as at 7:00pm (Melbourne time) on 6 November 2023, you will be entitled to vote on the Option Scheme.

All Incannex Optionholders who cannot attend the Option Scheme Meeting are encouraged to vote by appointing a proxy, corporate representative or attorney to attend the Option Scheme Meeting on their behalf.

Further details on how to participate and vote at the Option Scheme Meeting are set out in the Notice of Option Scheme Meeting attached to the Scheme Booklet at Annexure H.

Proxy Form

You may appoint a proxy by completing, signing and returning the personalised Proxy Form accompanying this letter to Incannex's share registry, Automic Group (Automic) in accordance with the instructions on the Proxy Form and in the Notice of Option Scheme Meeting included in the Scheme Booklet.

Proxy votes may also be lodged online using the following link: https://investor.automic.com.au/#loginsah

Your Proxy Form, or proxy voting instruction (if completed online) must be received by 10:30am (Melbourne time) on 6 November 2023, being no later than 48 hours before commencement of the Option Scheme Meeting. Any Proxy Forms or proxy voting instructions received after that time will be invalid.

Option Scheme Indicative Timetable

The expected key dates for the Option Scheme are set out below:

Latest time and date for lodgement of completed Proxy Forms for the Option Scheme Meeting	10:30am (Melbourne time) on 6 November 2023
Time and date for determining eligibility of Optionholders to vote at the Option Scheme Meeting	7:00pm (Melbourne time) on 6 November 2023
Option Scheme Meeting	10:30am (Melbourne time) on 8 November 2023
Second Court Date	16 November 2023 at 10:15am
Effective Date of the Schemes	17 November 2023
Last date of trading of Shares on ASX	17 November 2023
Record Date for determining entitlements to the Option Scheme Consideration	7:00pm (Melbourne time) on 21 November 2023
Implementation Date for the Schemes	28 November 2023
Delisting of Incannex from the official list of ASX	29 November 2023
Admission of Incannex US on Nasdaq	29 November 2023

Further Information

Incannex encourages Incannex Optionholders to read the Scheme Booklet in its entirety before deciding whether or not to vote in favour of the Option Scheme at the Option Scheme Meeting.

Madhukar Bhalla

Company Secretary