Registration No. 333-261337
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO.1 TO FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES
EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
INCANNEX HEALTHCARE LIMITED
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer’s name into English)
Commonwealth of Australia
(Jurisdiction of incorporation or organization of issuer)
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)
1 Columbus Circle
New York, New York 10019
(212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
Vcorp Services, LLC
25 Robert Pitt Drive, Suite 204
Monsey, New York 10952
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Deutsche Bank Trust Company Americas
1 Columbus Circle
New York, New York 10019
(212) 250-9100
1 Columbus Circle
New York, New York 10019
(212) 250-9100
| It is proposed that this filing become effective under Rule 466: | ☐ immediately upon filing. |
☐ on (Date) at (Time) |
If a separate registration statement has been filed to register the deposited shares, check the following box: ☒
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | Amount to be Registered | Proposed Maximum Aggregate Price Per Unit* | Proposed Maximum Aggregate Offering Price** | Amount of Registration Fee*** |
| American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing 25 ordinary shares of Incannex Healthcare Limited. | 50,000,000 American Depositary Shares | $0.05 | $2,500,000 | $231.75 |
| * | Each unit represents one American Depositary Share. |
| ** | Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of receipts evidencing American Depositary Shares. |
| *** | Previously paid. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
This Pre-Effective Amendment No. 1 to Registration Statement on Form F-6 may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
PART I
INFORMATION REQUIRED IN PROSPECTUS
PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt, included as Exhibit A to the Deposit Agreement filed as Exhibit (a) to this Registration Statement and incorporated herein by reference.
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
CROSS REFERENCE SHEET
Item Number and Caption | Location in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus | ||
1. | Name of depositary and address of its principal executive office | Face of Receipt, Introductory paragraph | |
2. | Title of Receipts and identity of deposited securities | Face of Receipt, Top center | |
Terms of Deposit: | |||
(i) | The amount of deposited securities represented by one American Depositary Share | Face of Receipt, Upper right corner | |
(ii) | The procedure for voting, if any, the deposited securities | Articles 14 and 15 | |
(iii) | The collection and distribution of dividends | Articles 13 and 14 | |
(iv) | The transmission of notices, reports and proxy soliciting material | Articles 12, 14 and 15 | |
(v) | The sale or exercise of rights | Articles 13, 14 and 15 | |
(vi) | The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Articles 3, 4, 6, 9, 13 and 16 | |
(vii) | Amendment, extension or termination of the deposit arrangements | Articles 20 and 21 (no provision for extensions) | |
(viii) | Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts | Article 12 | |
(ix) | Restrictions upon the right to deposit or withdraw the underlying securities | Articles 2, 3, 4, 6, 8, 9, 10 and 22 | |
(x) | Limitation upon the liability of the depositary | ||
3. | Fees and charges which may be imposed directly or indirectly against holders of Receipts | Face of Receipt, Top center | |
Item 2. AVAILABLE INFORMATION
Incannex Healthcare Limited (the “Company”) is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with, and furnishes certain reports to, the Commission. These reports can be retrieved from the Commission’s internet website (www.sec.gov) and can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| (a) | Form of Deposit Agreement, dated as of , 2022, by and among Incannex Healthcare Limited, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all Holders and Beneficial Owners from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (including the form of American Depositary Receipt to be issued thereunder, attached as Exhibit A thereto). – Filed herewith as Exhibit (a). |
| (b) | Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. – Not Applicable. |
| (c) | Every material contract relating to the deposited securities between the Depositary and Incannex Healthcare Limited in effect at any time within the last three years. – Not Applicable. |
| (d) | Opinion of counsel to the Depositary as to the legality of the securities being registered. – Previously filed as Exhibit (d) to Registration Statement on Form F-6, Reg. No. 333-261337, filed on November 24, 2021, and incorporated herein by reference. |
| (e) | Certification under Rule 466. – Not Applicable. |
| (f) | Powers of Attorney for certain officers and directors and the authorized representative of Incannex Healthcare Limited. – Set forth on the signature pages to Registration Statement on Form F-6, Reg. No. 333-261337, filed on November 24, 2021, and incorporated herein by reference. |
Item 4. UNDERTAKINGS
| (a) | The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities and (2) made generally available to the holders of the underlying securities by the issuer. |
| (b) | If the amounts of fees charged are not disclosed in the prospectus, the Depositary under-takes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary under-takes to notify each registered holder of an American Depositary Receipt 30 days before any change in the fee schedule. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Deutsche Bank Trust Company Americas, on behalf of the legal entity created by the Deposit Agreement, by and among Incannex Healthcare Limited, Deutsche Bank Trust Company Americas, as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Pre-Effective Amendment No.1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on February 17, 2022.
Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares representing ordinary shares of Incannex Healthcare Limited Deutsche Bank Trust Company Americas, solely in its capacity as Depositary | |||
| By: | /s/ Michael Fitzpatrick | ||
| Name: | Michael Fitzpatrick | ||
| Title: | Vice President | ||
| By: | /s/ Michael Curran | ||
| Name: | Michael Curran | ||
| Title: | Vice President | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Incannex Healthcare Limited certifies that it has reasonable grounds to believe that all the requirements for filing on this Pre-Effective Amendment No.1 to Registration Statement on Form F-6 are met and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Docklands, Australia on February 17, 2022.
| Incannex Healthcare Limited | ||
| By: | /s/ Joel Latham | |
| Name: | Joel Latham | |
| Title: | Chief Executive Officer and Managing Director | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement or amendment has been signed by the following persons in the capacities indicated on February 17, 2022.
Signatures | Capacity | |
| /s/ Joel Latham | Chief Executive Officer and Managing Director | |
| Joel Latham | ||
| * | Chairman | |
| Troy Valentine | ||
| * | Chief Financial Officer and Company Secretary | |
| Madhukar Bhalla | ||
| * | Chief Medical Officer and Director | |
| Dr. Sud Agarwal | ||
| * | Director | |
| Peter Widdows | ||
| * Attorney-in Fact | ||
| By: | /s/ Joel Latham | |
| Name: Joel Latham | ||
| Title: Attorney-in-Fact | ||
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Incannex Healthcare Limited, has signed this Pre-Effective Amendment No.1 to Registration Statement on Form F-6 in Newark, Delaware, on February 17, 2022.
| Puglisi & Associates, as Authorized U.S. Representative | ||
| By: | /s/ Donald J. Puglisi | |
| Name: | Donald J. Puglisi | |
| Title: | Managing Director | |
INDEX TO EXHIBITS
Exhibit Number
(a) Form of Deposit Agreement