Incannex Healthcare Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation
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Item 1.01 Entry into a Material Definitive Agreement.
To the extent required by Item 1.01 of Current Report on Form 8-K, the disclosures set forth in Item 1.02 are hereby incorporated by reference.
Item 1.02 Termination of a Material Definitive Agreement.
On March 13, 2025 (the “Effective Date”), Incannex Healthcare Inc. (the “Company”), repaid in full that certain outstanding 10% Original Issue Discount Senior Secured Convertible Debenture (the “Debenture”), previously issued pursuant to that certain Securities Purchase Agreement (the “Debenture Purchase Agreement”), dated as of September 6, 2024, by and between the Company and Arena Special Opportunities (Offshore) Master II LP (“Arena Offshore”), by making a cash payment to Arena Offshore of $3,851,111.00, representing the outstanding principal, interest, amounts and redemption premiums due as of February 28, 2025. In connection with the repayment of the Debenture, the Debenture Purchase Agreement, the Security Documents (as defined in the Debenture Purchase Agreement), and that certain Equity Line Purchase Agreement, dated September 6, 2024, by and between the Company and Arena Business Solutions Global SPC II, LTD (“Arena Global”) were terminated except with respect to the indemnification and registration rights set forth therein. The (i) warrant to purchase up to 453,749 shares of the Company’s common stock, par value $0.0001 per share (the “common stock”), previously issued to Arena Offshore pursuant to the Debenture Purchase Agreement (the “Debenture Warrant”), (ii) Registration Rights Agreement, dated as of October 14, 2025, by and between the Company and Arena Offshore and (iii) warrant to purchase up to 585,000 shares of common stock, previously issued to Arena Global pursuant to the Equity Line Purchase Agreement (the “ELOC Warrant”) remain in effect (with the exercise prices of the Debenture Warrant and ELOC Warrant having been adjusted pursuant to their existing terms in connection with Company’s previously announced private placement that closed on March 10, 2025).
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
To the extent required by Item 2.03 of Current Report on Form 8-K, the disclosures set forth in Item 1.02 are hereby incorporated by reference.
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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. | ||
| Dated: March 18, 2025 | By: | /s/ Joel Latham |
| Joel Latham | ||
| Chief Executive Officer and President | ||
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