Incannex Healthcare said it intends to redomicile from Australia to the United States via proposed schemes of arrangement between Incannex and its shareholders and Incannex and its option holders. Implementation of the Schemes is subject to approval of IHL's shareholders (in respect of the Share Scheme) and IHL's option holders and other regulatory and court approvals.
Incannex has already achieved registration of its ordinary shares from the US Securities and Exchange Commission (SEC). 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 U.S. 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 cognizant 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. The board also believes that the re-domiciliation may deliver certain additional benefits to Incannex and its shareholders, including:
- improved access to lower-cost equity capital in the U.S. markets, which are larger and more diverse than Australian capital markets, thus enabling future growth to be financed at a lower cost;
- increased alignment with other prominent pharmaceutical companies that are already listed on Nasdaq which can enhance the group's visibility and reputation within the industry, making it more attractive to potential investors, strategic partners, and other stakeholders;
- a simplified corporate structure for potential future merger, sale or acquisition transactions, which may increase Incannex US's attractiveness to potential merger partners, sellers or acquirers.
- increased attractiveness of Incannex US to a broader U.S. investor pool who previously could not invest in non-U.S. or packaged ADR securities;
- enhanced regulatory pathway for Incannex's pharmaceutical products through direct access to FDA resources, guidance, and expertise; and
- better collaborative opportunities with FDA.
