XML 31 R20.htm IDEA: XBRL DOCUMENT v3.24.3
Subsequent Events
3 Months Ended
Sep. 30, 2024
Subsequent Events [Abstract]  
Subsequent Events

Note 14 – Subsequent Events

 

Facility Agreement

 

On October 9, 2024, the Company entered into a Facility Agreement (the “Facility Agreement”) with FC Credit Pty Ltd (“FC Credit”), pursuant to which FC Credit will provide a term loan facility for up to $4.7 million (the “Loan Facility”). On October 10, 2024, the Company received approximately $4.6 million as the initial drawdown amount, after deducting certain fees payable by the Company under the Facility Agreement. The Loan Facility has a term of 12 months from the date of the initial drawdown (the “Final Repayment Date”). Interest under the Loan Facility will accrue at the rate of 14.5% per annum and is payable on the last date of each calendar month and on the Final Repayment Date.

 

This facility provides the Company with immediate access to funds based on research and development expenses incurred during the 2023 and 2024 financial years, aligning with the end of the Australian financial year. The Research and Development Tax Incentive (“RDTI”) program is a key program under the Australian government's innovation framework, designed to encourage companies to undertake research and development activities that benefit Australia. It offers a tax rebate, currently at 48.5%, for eligible research and development expenses, allowing companies to recoup almost half of their research and development spending.

 

Equity Line of Credit Agreement

 

On September 6, 2024, the Company entered into an equity line of credit Purchase Agreement (the “ELOC Purchase Agreement”) with Arena Business Solutions Global SPC II, Ltd (“Arena Global”). Under the ELOC Purchase Agreement, Arena Global has committed to purchase up to $50 million of common stock (the “ELOC Shares”), at the Company’s direction from time to time, subject to the satisfaction of the conditions in the ELOC Purchase Agreement. In connection with the ELOC Purchase Agreement the Company agreed, among other things to issue to Arena Global, as a commitment fee (the “Commitment Shares”), that number of shares of common stock equal to 250,000 divided by the simple average of the daily volume weighted average price of common stock during the five trading days immediately preceding the effectiveness of a “shelf” registration statement on Form S-3 on which the estimated number of shares of the Company’s common stock are registered.

 

As additional consideration for Arena Global’s execution and delivery of the ELOC Purchase Agreement, the Company issued on October 31, 2024, a five-year warrant exercisable for 585,000 shares of common stock (the “ELOC Warrant Shares”) with an exercise price equal to $1.66 per share.

 

Pursuant to the ELOC Purchase Agreement, the Company agreed to (i) register the resale of the ELOC Shares, Commitment Shares and ELOC Warrant Shares within 30 calendar days following the ELOC Purchase Agreement and (ii) file one or more additional registration statements for the resale by Arena Global of other Registrable Securities (as defined in the ELOC Purchase Agreement) if necessary. On November 6, 2024, the Company filed a registration statement on Form S-3 (333-283025) (the “Resale Registration Statement”) of up to 61,389,758 shares of common stock, including up to 50,000,000 shares of common stock for issuances to be made under the ELOC Purchase Agreement, up to 250,000 Commitment Shares, and up to 585,000 ELOC Warrant Shares.

 

First Tranche Debenture

 

On October 17, 2024, the Company completed the closing of the first tranche for the issuance of a 10% original issue discount secured convertible debenture (the “First Tranche Debenture”) in the principal amount of $3,333,333 at an aggregate purchase price of $3 million, with 10% original issue discount and payment-in-kind interest rate at 5%, to Arena Special Opportunities (Offshore) Master II LP (“Arena Opportunities”) pursuant to the Securities Purchase Agreement, dated September 6, 2024 (the “September 2024 Purchase Agreement”), by and between the Company and Arena Investors, LP (“Arena Investors”). The First Tranche Debenture matures on April 14, 2026. In addition, the Company issued a warrant to Arena Investors exercisable for up to 453,749 shares of common stock (the “First Tranche Warrant”). The exercise price of the First Tranche Warrant is $1.89 per share.

 

The net proceeds received from the issuance of the First Tranche Debenture, after deduction of expenses reimbursable to the Arena Investors, amounted to $2,877,588.

 

Pursuant to the September 2024 Purchase Agreement, the Company and Arena Opportunities entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to file with the SEC a registration statement on Form S-3 after the closing of each tranche of the debenture to register for resale the shares of common stock issued upon conversion of the applicable debenture and the shares issuable upon exercise of any warrants issued in the applicable closing, within 20 calendar days after the closing date of the first tranche (the “Filing Deadline”) and to have such registration statement declared effective within 60 days after the Filing Deadline (or in the event of full review by the SEC, within 90 calendar days after the Filing Deadline). On November 6, 2024, the Company filed with the SEC the Resale Registration Statement, registering for resale up to 61,389,758 shares of common stock, including up to 10,101,009 shares of common stock issuable upon conversion of the First Tranche Debenture and up to 453,749 shares of common stock issuable upon the exercise of the First Tranche Warrant.

 

In addition, pursuant to the September 2024 Purchase Agreement, the Company; Incannex Healthcare Pty Ltd, Incannex Pty Ltd and Psychennex Pty Ltd (the “Subsidiaries”); and Arena Opportunities entered into a security agreement effective as of October 14, 2024 (the “Security Agreement”), pursuant to which the Company (i) pledged the equity interests in the Subsidiaries and (ii) granted to Arena Opportunities a security interest in, among other items, all of the Company’s owned assets, whether currently owned or later acquired, and all proceeds therefrom (the “Assets”), as set forth in the Security Agreement. In addition, the Company’s subsidiary, Incannex Healthcare Pty Ltd (IHPL) entered into a patent security agreement (the “Patent Security Agreement”) and a trademark security agreement (the “Trademark Security Agreement”), each effective as of October 14, 2024, pursuant to which IHPL granted to the investors a security interest in its patents, patent applications, and all proceeds therefrom and a security interest in its trademarks, trademark applications, and all proceeds therefrom, respectively. In addition, pursuant to the Security Agreement, the Subsidiaries granted to Arena Opportunities a security interest in its Assets and, pursuant to a Subsidiary Guarantee effective as of October 14, 2024 (the “Subsidiary Guarantee”), jointly and severally agreed to guarantee and act as surety for the Company’s obligation to repay the September 2024 Debentures and other obligations under the other transaction documents.