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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d)
of the Securities Exchange
Act of 1934
Date of Report (Date
of earliest event reported): December 14, 2023
Incannex
Healthcare Inc.
(Exact name of registrant
as specified in its charter)
| Delaware |
|
001-41106 |
|
93-2403210 |
(State or other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
|
Suite
105, 8 Century Circuit Norwest,
NSW
2153 Australia |
|
Not applicable |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s
Telephone Number, including Area Code: +61 409
840 786
(Former Name or Former
Address, if Changed Since Last Report): Not Applicable
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
| Title of each class |
|
Trading Symbol |
|
Name of exchange on which registered |
| Common Stock, $0.0001 par value per share |
|
IXHL |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 4.01 Changes in Registrant’s Certifying Accountant.
Following completion of the Scheme of Arrangement between Incannex Healthcare Limited (“Incannex Australia”) and Incannex Healthcare
Inc. (the “Company”) on November 28, 2023 and pursuant to which the Company became the successor issuer of Incannex Australia,
the Company’s audit committee determined that it is in the best interest of the Company to appoint a new independent auditor to
replace PKF Brisbane Audit (“PKF”), which has been the independent auditor of Incannex Australia.
On
December 14, 2023, the Company accepted PKF’s resignation as the Company’s independent registered public accounting firm,
subject to approval by the Australian Securities and Investments Commission. On December 14, 2023, the Company appointed Grant Thornton
Audit Pty Ltd (“Grant Thornton”) as its independent registered public accounting firm. This change in our independent registered
public accounting firm was approved by resolutions of the Company’s audit committee on December 13, 2023. The
Company is currently in the process of preparing its financial statements for the fiscal years ended June 30, 2023 and 2022 in accordance
with U.S. generally accepted accounting principles.
PKF’s
reports on the financial statements of Incannex Australia for the years ended June 30, 2023 and 2022, did not contain an adverse opinion
or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
During
the period of PKF’s engagement there were (i) no disagreements between the Company or Incannex Australia and PKF on any matter of
accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of PKF, would have caused it to make a reference to the subject matter of the disagreements in connection with its
report; and (ii) no “reportable events” as defined in Item 304(a)(i)(v) of Regulation S-K under the Exchange Act.
The
Company has provided PKF with a copy of the disclosure set forth in this Item 4.01 and requested PKF to furnish it with a letter addressed
to the Securities and Exchange Commission stating whether PKF agrees with the statements contained above. A copy of the letter from PKF,
dated December 14, 2023, to the Securities and Exchange Commission is filed as an exhibit hereto.
During
the two most recent fiscal years ended June 30, 2023 and 2022 neither the Company nor Incannex Australia, nor someone on behalf of the
Company, has consulted Grant Thornton regarding either (a) the application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and
neither a written report was provided to the Company or Incannex Australia nor oral advice was provided that Grant Thornton concluded
was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue;
or (b) any matter that was the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act and
the related instructions to this item, or a reportable event, as described in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
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 hereunto
duly authorized.
| |
Incannex Healthcare Inc. |
| |
|
|
| Date: December 15, 2023 |
|
/s/ Joel Latham |
| |
Name: |
Joel Latham |
| |
Title: |
Chief Executive Officer and President |
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