Form 15-12G - Securities registration termination [Section 12(g)]
29 Novembre 2023 - 10:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE
OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission File Number
001-41106
Incannex Healthcare Limited |
(Exact name of registrant as specified in its charter) |
Suite 105, 8 Century Circuit
Norwest, NSW 2153
Australia |
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) |
American Depositary Shares each representing 25
Ordinary Shares, no par value |
(Title of each class
of securities covered by this Form)
(Titles of all other
classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate
the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
Rule 15d-6 |
☐ |
|
|
Rule 15d-22(b) |
☐ |
Approximate
number of holders of record as of the certification or notice date: One
On November 28, 2023, Incannex
Healthcare Limited, an Australian corporation (“Incannex Australia”), completed its scheme of arrangement (“Scheme”)
with Incannex Healthcare Inc., a Delaware corporation (“Incannex Delaware”), under Australian law.
Pursuant to the Scheme:
| ● | holders
of ordinary shares of Incannex Australia received one share of common stock in Incannex Delaware for every 100 ordinary shares of Incannex
Australia held on the Scheme record date; and |
| ● | holders
of American Depositary Shares, with each ADS representing 25 ordinary shares of Incannex Australia, received one share of common stock
of Incannex Delaware for every 4 ADSs held on the Scheme Record Date. |
The Scheme constituted
a succession for purposes of Rule 12g-3(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
In connection with such
succession, the Nasdaq Stock Market LLC (“Nasdaq”) has filed a Form 25 with respect to the ADSs and replaced Incannex Australia’s
listing of ADSs with a listing of the shares of common stock of Incannex Delaware.
This Form 15 relates solely
to the reporting obligations of Incannex Australia and does not affect the reporting obligations of Incannex Delaware, which is the successor
of Incannex Australia under the Exchange Act.
Pursuant to the requirements
of the Securities Exchange Act of 1934, Incannex Healthcare Limited has caused this certification/notice to be signed on its behalf by
the undersigned duly authorized person.
Date: November 29, 2023 |
By: |
/s/ Joel Latham |
|
|
Name: |
Joel Latham |
|
|
Title: |
Chief Executive Officer and
Managing Director |
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