Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Mar. 31, 2024 | May 15, 2024 | |
Document Information Line Items | ||
Entity Registrant Name | Incannex Healthcare Inc. | |
Trading Symbol | IXHL | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --06-30 | |
Entity Common Stock, Shares Outstanding | 15,873,113 | |
Amendment Flag | false | |
Entity Central Index Key | 0001873875 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-41106 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 93-2403210 | |
Entity Address, Address Line One | Suite 105 | |
Entity Address, Address Line Two | 8 Century Circuit Norwest | |
Entity Address, City or Town | NSW | |
Entity Address, Postal Zip Code | 2153 | |
Entity Address, Country | AU | |
City Area Code | +61 | |
Local Phone Number | 409 840 786 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2024 | Jun. 30, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 9,305 | $ 22,120 |
Prepaid expenses and other assets | 7,014 | 877 |
Total current assets | 16,319 | 22,997 |
Property, plant and equipment, net | 523 | 294 |
Operating lease right-of-use assets | 408 | 492 |
Total assets | 17,250 | 23,783 |
Current liabilities: | ||
Trade and other payables | 1,255 | 1,748 |
Accrued expenses and other current liabilities | 1,448 | 689 |
Operating lease liabilities, current | 161 | 113 |
Total current liabilities | 2,864 | 2,550 |
Operating lease liabilities, non-current | 248 | 408 |
Total liabilities | 3,112 | 2,958 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity: | ||
Common stock, $0.0001 par value – 100,000,000 shares authorized; 15,873,113 and 12,926,349 shares issued and outstanding at March 31, 2024 and June 30, 2023, respectively | 2 | 2 |
Preferred stock, $0.0001 par value per share, 10,000,000 shares authorized, no shares issued or outstanding at March 31, 2024 and June 30, 2023, respectively | ||
Additional paid-in capital | 122,004 | 116,290 |
Accumulated deficit | (104,210) | (92,212) |
Foreign currency translation reserve | (3,658) | (3,255) |
Total stockholders’ equity | 14,138 | 20,825 |
Total liabilities and stockholders’ equity | $ 17,250 | $ 23,783 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Mar. 31, 2024 | Jun. 30, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 15,873,113 | 15,873,113 |
Common stock, outstanding | 12,926,349 | 12,926,349 |
Preferred stock, par value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Operating expenses: | ||||
Research and development | $ 3,277 | $ 1,639 | $ 8,520 | $ 4,597 |
Acquisition of in-process research and development | 35,347 | |||
General and administrative | 4,138 | 2,012 | 11,777 | 5,530 |
Total operating expenses | 7,415 | 3,651 | 20,297 | 45,474 |
Loss from operations | (7,415) | (3,651) | (20,297) | (45,474) |
Other income/(expense), net: | ||||
R&D tax incentive | 1,320 | (83) | 8,150 | 684 |
Foreign exchange expense | (11) | (17) | ||
Interest income | 75 | 163 | 166 | 153 |
Total other income, net | 1,384 | 80 | 8,299 | 837 |
Loss before income tax expense | (6,031) | (3,571) | (11,998) | (44,637) |
Income tax expense | ||||
Net loss | (6,031) | (3,571) | (11,998) | (44,637) |
Other comprehensive loss: | ||||
Currency translation adjustment, net of tax | (820) | (202) | (403) | (2,029) |
Total comprehensive loss | $ (6,851) | $ (3,773) | $ (12,401) | $ (46,666) |
Net loss per share: Basic (in Dollars per share) | $ (0.38) | $ (0.22) | $ (0.76) | $ (2.93) |
Weighted average number of shares outstanding, basic (in Shares) | 15,873,113 | 15,873,113 | 15,873,113 | 15,221,900 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||||
Net loss per share, diluted | $ (0.38) | $ (0.22) | $ (0.76) | $ (2.93) |
Weighted average number of shares outstanding, diluted | 15,873,113 | 15,873,113 | 15,873,113 | 15,221,900 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Common stock | Additional paid-in capital | Accumulated deficit | Foreign currency translation reserve | Total | ||
Balance at Jun. 30, 2022 | $ 1 | $ 69,074 | $ (43,401) | $ (963) | $ 24,711 | ||
Balance (in Shares) at Jun. 30, 2022 | 12,926,349 | ||||||
Options exercised | |||||||
Options exercised (in Shares) | 21 | ||||||
Options issued to advisors | 476 | 476 | |||||
Option placements | |||||||
Share-based compensation | 1,631 | 1,631 | |||||
Share placements | [1] | 8,830 | 8,830 | ||||
Share placements (in Shares) | [1] | 634,146 | |||||
Share issued to advisors | 2,050 | 2,050 | |||||
Share issued to advisors (in Shares) | 130,902 | ||||||
Asset acquisition shares issued | $ 1 | [2] | 34,170 | 34,171 | |||
Asset acquisition shares issued (in Shares) | [2] | 2,181,695 | |||||
Issuance costs | (531) | (531) | |||||
Net loss | (44,637) | (44,637) | |||||
Currency translation adjustment, net of tax | (2,029) | (2,029) | |||||
Balance at Mar. 31, 2023 | $ 2 | 115,700 | (88,038) | (2,992) | 24,672 | ||
Balance (in Shares) at Mar. 31, 2023 | 15,873,113 | ||||||
Balance at Dec. 31, 2022 | $ 2 | 115,169 | (84,467) | (2,790) | 27,913 | ||
Balance (in Shares) at Dec. 31, 2022 | 15,873,092 | ||||||
Options exercised | |||||||
Options exercised (in Shares) | 21 | ||||||
Share-based compensation | 531 | 531 | |||||
Share placements | [1] | ||||||
Share placements (in Shares) | [1] | ||||||
Asset acquisition shares issued | [2] | ||||||
Asset acquisition shares issued (in Shares) | [2] | ||||||
Issuance costs | |||||||
Net loss | (3,571) | (3,571) | |||||
Currency translation adjustment, net of tax | (202) | (202) | |||||
Balance at Mar. 31, 2023 | $ 2 | 115,700 | (88,038) | (2,992) | 24,672 | ||
Balance (in Shares) at Mar. 31, 2023 | 15,873,113 | ||||||
Balance at Jun. 30, 2023 | $ 2 | 116,290 | (92,212) | (3,255) | $ 20,825 | ||
Balance (in Shares) at Jun. 30, 2023 | 15,873,113 | ||||||
Options exercised (in Shares) | |||||||
Share-based compensation | 5,714 | $ 5,714 | |||||
Net loss | (11,998) | (11,998) | |||||
Currency translation adjustment, net of tax | (403) | (403) | |||||
Balance at Mar. 31, 2024 | $ 2 | 122,004 | (104,210) | (3,658) | 14,138 | ||
Balance (in Shares) at Mar. 31, 2024 | 15,873,113 | ||||||
Balance at Dec. 31, 2023 | $ 2 | 119,887 | (98,179) | (2,838) | 18,872 | ||
Balance (in Shares) at Dec. 31, 2023 | 15,873,113 | ||||||
Share-based compensation | 2,117 | 2,117 | |||||
Net loss | (6,031) | (6,031) | |||||
Currency translation adjustment, net of tax | (820) | (820) | |||||
Balance at Mar. 31, 2024 | $ 2 | $ 122,004 | $ (104,210) | $ (3,658) | $ 14,138 | ||
Balance (in Shares) at Mar. 31, 2024 | 15,873,113 | ||||||
[1] In December 2022, Incannex Australia raised $8.83 million from a placement of 634,146 ordinary shares to institutional and professional investors in a private placement. In August 2022, Incannex Australia completed the acquisition on APIRx Pharmaceuticals via the issuance of 2,181,695 ordinary shares of Incannex Australia to the owners of APIRx in an all–scrip transaction. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (11,998) | $ (44,637) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 41 | 22 |
Share-based compensation expense | 5,585 | 1,631 |
Unrealized gain on foreign currency remeasurement | 17 | (4) |
Change in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (6,150) | (264) |
Trade and other payables | 302 | (504) |
Acquisition of in-process research and development | 0 | 35,589 |
Net cash used in operating activities | (12,203) | (8,167) |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (274) | (145) |
Net cash used in investing activities | (274) | (145) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stocks, net of issuance costs | 8,207 | |
Net cash provided by financing activities | 8,207 | |
Effect of exchange rate changes on cash and cash equivalents | (338) | (850) |
Net decrease in cash and cash equivalents | (12,477) | (105) |
Cash and cash equivalents at beginning of period | 22,120 | 25,835 |
Cash and cash equivalents at end of period | $ 9,305 | $ 24,880 |
Re-domiciliation and Business
Re-domiciliation and Business | 9 Months Ended |
Mar. 31, 2024 | |
Re-domiciliation and Business [Abstract] | |
Re-domiciliation and Business | Note 1 – Re-domiciliation and Business Incannex Healthcare Inc. is a corporation formed under the laws of Delaware in July 2023. In November 2023, Incannex Healthcare Inc. acquired all the outstanding ordinary shares of Incannex Healthcare Limited, an Australian corporation (“Incannex Australia”), pursuant to a scheme of arrangement under Australian law (the “re-domiciliation”). As a result of the re-domiciliation, Incannex Australia became a wholly-owned subsidiary of Incannex Healthcare Inc., which is the new ultimate parent company. Until the re-domiciliation, Incannex Australia’s ordinary shares were listed on the Australian Securities Exchange (“ASX”) and American Depositary Shares (“ADSs”), each representing 25 ordinary shares of Incannex Australia, traded on Nasdaq. Following completion of the re-domiciliation, Incannex Australia’s ordinary shares were delisted from the ASX and Incannex Healthcare Inc. assumed Incannex Australia’s listing on Nasdaq. Pursuant to the re-domiciliation, holders of Incannex Australia’s ordinary shares received one share of common stock in Incannex Healthcare Inc. for every 100 ordinary shares held in Incannex Australia and holders of ADSs in Incannex Australia received one share of common stock of Incannex Healthcare Inc. for every 4 ADSs held in Incannex Australia. The issued and outstanding shares of our common stock as shown in this report have been adjusted in the consolidated financial statements to reflect the 100:1 exchange ratio as if it had occurred on July 1, 2022. Incannex Healthcare Inc. and its subsidiaries are referred to as “the Company” unless the text otherwise requires. The Company’s fiscal year end is June 30. References to a particular “fiscal year” are to our fiscal year ended June 30 of that calendar year. The consolidated financial statements of the Company are presented in United States dollars and consist of Incannex Healthcare Inc. and the following wholly-owned subsidiaries: Subsidiary Jurisdiction Incannex Healthcare Limited Victoria, Australia Incannex Pty Ltd Victoria, Australia Psychennex Pty Ltd Victoria, Australia APIRx Pharmaceutical USA, LLC Delaware APIRx Pharmaceuticals Holding BV IJsselstein, Netherlands Clarion Clinics Group Pty Ltd Victoria, Australia Clarion Model Clinic Pty Ltd Victoria, Australia Psychennex Licensing and Franchising Pty Ltd Victoria, Australia |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2024 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 – Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation On November 28, 2023, the Company implemented the transaction to redomicile from Australia to United States and became the parent of Incannex Australia and the wholly owned subsidiaries listed in Note 1. The historical financial statements of Incannex Australia became the historical financial statements of the combined company upon consummation of the re-domiciliation. As a result, the financial statements included in this report reflect (i) the historical operating results of Incannex Australia and subsidiaries prior to the re-domiciliation; (ii) the combined results of the Company, Incannex Australia, and subsidiaries following the completion of the re-domiciliation; and (iii) the Company’s equity structure for all periods presented, including adjusting the issued and outstanding shares of common stock to reflect the 100:1 exchange ratio as if it had occurred on July 1, 2022. The Company’s consolidated financial statements included in this report have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and pursuant to the rules and regulations of the SEC. Prior to the re-domiciliation, Incannex Australia reported its consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”). Following the re-domiciliation, the Company transitioned to US GAAP and applied US GAAP retrospectively for all prior periods presented. Reference is frequently made herein to the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”). This is the source of authoritative US GAAP recognized by the FASB to be applied to non-governmental entities. Unaudited Interim Financial Information In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of March 31, 2024, and its results of operations for the three months and nine months ended March 31, 2024, and 2023, and cash flows for the nine months ended March 31, 2024, and 2023. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries (the “Group”). Details of all controlled entities are set out in Note 1. All intercompany balances and transactions have been eliminated on consolidation. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. The most significant estimates and assumptions in the Company’s consolidated financial statements include the valuation of equity-based instruments issued for other than cash accrued research and development expense, and the research and development tax credit. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ materially from those estimates. Risks and Uncertainties The Company is subject to risks and uncertainties common to companies in the biopharmaceutical industry. The Company believes that changes in any of the following areas could have a material adverse effect on future financial position or results of operations: ability to obtain future financing; regulatory approval and market acceptance of, and reimbursement for, product candidates; performance of third-party clinical research organizations and manufacturers upon which the Company relies; protection of the Company’s intellectual property; litigation or claims against the Company based on intellectual property, patent, product, regulatory or other factors; the Company’s ability to attract and retain employees. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained or maintained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from product sales. The Company operates in an environment of rapid technological change and substantial competition from other pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees, consultants and other third parties. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents. The Company has not experienced any losses in such accounts, and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. As of March 31, 2024 and June 30, 2023 all deposit in banks of the Company is held outside of the United States. Cash and Cash Equivalents Cash and cash equivalents, which includes cash and deposits held at call with financial institutions with original maturities of three months or less that are readily convertible to known amounts of cash, are carried at cost, which approximates fair value. Property, Plant and Equipment, Net Recognition and Measurement All property, plant and equipment are recognised at historical cost less depreciation. Depreciation Depreciation is calculated using the straight-line method to allocate their cost, net of their residual values, over their estimated useful lives or, in the case of leasehold improvements and certain leased plant and equipment, the shorter lease term as follows: ● Buildings 25-40 years ● Machinery 10-15 years ● Vehicles 3-5 years ● Furniture, fittings and equipment 2-8 years Furniture, fittings and equipment include assets in the form of office fit outs. These assets and other leasehold improvements are recognised at their fair value and depreciated over the shorter of their useful life or the lease term, unless the entity expects to use the assets beyond the lease term. Impairment of Long-Lived Assets Long-lived assets consist primarily of property, plant and equipment, net, and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require that an asset group be tested for possible impairment, the Company compares the undiscounted cash flows expected to be generated by the asset group to the carrying amount of the asset group. If the carrying amount of the long-lived asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. During the periods ended March 31, 2024 and 2023, the Company has not recorded impairment charges on its long-lived assets. Leases The Company determines if an arrangement is, or contains, a lease at inception and then classifies the lease as operating or financing based on the underlying terms and conditions of the contract. Leases with terms greater than one year are initially recognized on the consolidated balance sheets as right-of-use assets and lease liabilities based on the present value of lease payments over the expected lease term. The Company has also elected to not apply the recognition requirement to any leases within its existing classes of assets with a term of 12 months or less and does not include any options to purchase the underlying asset that the Company is reasonably certain to exercise. Lease expense for minimum lease payments on operating leases is recognized on a straight-line basis over the lease term. Variable lease payments are excluded from the right-of-use assets and operating lease liabilities and are recognized in the period in which the obligation for those payments is incurred. Operating lease expenses are categorized within research and development and general and administrative expenses in the consolidated statements of operations and comprehensive loss. Operating lease cash flows are categorized under net cash used in operating activities in the consolidated statements of cash flows. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Trade and other payables These amounts represent liabilities for goods and services provided to the Company prior to the end of the period and which are unpaid. Due to their short-term nature, they are measured at amortized cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition. Segment information The Company operates and manages its business as one reportable and operating segment, which is the research and development of the use of psychedelic medicine and therapies for the treatment of mental health disorders. The Company’s Chief Executive Officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for the purposes of allocating resources and evaluating financial performance. The Company’s long-lived assets are primarily in Australia. Research and Development Costs Research and development costs are expensed as incurred. Research and development consist of salaries, benefits and other personnel related costs including, laboratory supplies, preclinical studies, clinical trials and related clinical manufacturing costs, costs related to manufacturing preparations, fees paid to other entities to conduct certain research and development activities on the Company’s behalf and allocated facility and other related costs. Nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized as prepaid expenses until the related goods are delivered or services are performed. The Company records accrued liabilities for estimated costs of research and development activities conducted by third-party service providers, which include the conduct of pre-clinical studies and clinical trials, and contract manufacturing activities. The Company records the estimated costs of research and development activities based upon the estimated amount of services provided but not yet invoiced and includes these costs in trade and other payables on the consolidated balance sheets and within research and development expenses on the consolidated statements of operations and comprehensive loss. The Company accrues for these costs based on factors such as estimates of the work completed and in accordance with agreements established with its third-party service providers. The Company makes significant judgments and estimates in determining the accrued liabilities balance at the end of each reporting period. As actual costs become known, the Company adjusts its accrued liabilities. The Company has not experienced any material differences between accrued costs and actual costs incurred. Acquisitions The Company evaluate acquisitions under the accounting framework in ASC 805, Business Combinations, to determine whether the transaction is a business combination or an asset acquisition. In determining whether an acquisition should be accounted for as a business combination or an asset acquisition, the Company first performs a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this is the case, then the acquisition is not deemed to be a business and is instead accounted for as an asset acquisition. If this is not the case, then the Company further evaluates whether the acquisition includes, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. If so, the acquisition constitutes a business for accounting purposes. The Company measures and recognizes asset acquisitions that are not deemed to be business combinations based on the cost to acquire the assets, which includes pre-acquisition direct costs recorded in accrued professional and consulting fees. Goodwill is not recognized in asset acquisitions. During the year ended June 30, 2023, the Company acquired APIRx Pharmaceutical USA, LLC (“APIRx”). The Company concluded that the acquisition of APIRx did not meet the definition of business under ASC 805, Business Combinations as the acquisition did not have outputs present and a substantive process was not acquired. Therefore, the Company accounted for the transaction as an asset acquisition rather than a business combination. In accordance with ASC 730-10-25-2(c), intangible assets used in research and developmental activities acquired in an asset acquisition should be expensed at the acquisition date if there is no alternative future use in other R&D projects or otherwise (i.e., if they have no economic value). Additionally, in an asset acquisition, direct transaction costs are accumulated as a component of the consideration transferred and expensed with the acquired IPR&D that has no alternative use. The Company determined that product candidates pertaining to APIRx had no alternative future use at the time of acquisition and charged $35.4 million, including transaction costs, to acquisition of in-process research and development (IPR&D) expense as of the date of acquisition. Share-based compensation The Company accounts for share-based compensation arrangements with employees and non-employees using a fair value method which requires the recognition of compensation expense for costs related to all share-based payments including share options. The fair value method requires the Company to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The Company uses either the trinomial pricing or Black-Scholes option-pricing model to estimate the fair value of options granted. Share-based compensation awards are expensed using the graded vesting method over the requisite service period, which is generally the vesting period, for each separately-vesting tranche. The Company has elected a policy of estimating forfeitures at grant date. Option valuation models, including the trinomial pricing and Black-Scholes option-pricing model, require the input of several assumptions. These inputs are subjective and generally require significant analysis and judgment to develop. Refer to Note 12 for a discussion of the relevant assumptions. Benefit from Research and Development Tax Incentive Benefit from R&D tax credit consists of the R&D tax credit received in Australia, which is recorded within other income (expense), net. The Company recognizes grants once both of the following conditions are met: (1) the Company is able to comply with the relevant conditions of the grant and (2) the grant is received. In the three months ended December 31, 2023, due to multiple years of tax incentives being granted and successful lodgement of overseas findings on the Company’s lead assets, the Company changed its estimates for the R&D tax incentive receivable, primarily based on historical experience of claims. The Company determined this was a change in accounting estimate in accordance with ASC 250-10. The result of this change in estimate resulted in an increase compared to the fiscal year ended June 30, 2023 and the receivable for R&D tax incentive by approximately $5 million. This change also resulted in an increase to other income of approximately $5 million. based on historical experience of claims. Interest income Interest income is recognized as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset. Foreign Currency Translation The Company maintains its consolidated financial statements in its functional currency, which is the Australian Dollar. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the date of the transaction. Exchange gains or losses arising from foreign currency transactions are included in other income (expense), net in the consolidated statements of operations and comprehensive loss. For financial reporting purposes, the consolidated financial statements of the Company have been presented in the U.S. dollar, the reporting currency. The financial statements of entities are translated from their functional currency into the reporting currency as follows: assets and liabilities are translated at the exchange rates at the balance sheet dates, expenses and other income (expense), net are translated at the average exchange rates for the periods presented and stockholders’ equity is translated based on historical exchange rates. Translation adjustments are not included in determining net loss but are included as a foreign exchange adjustment to other comprehensive income, a component of stockholders’ equity. The following table presents data regarding the dollar exchange rate of relevant currencies: March 31, June 30, Exchange rate on balance sheet dates USD: AUD Exchange Rate 0.6532 0.6630 Average exchange rate for the period USD: AUD Exchange Rate 0.6544 0.6764 Income tax The Company is subject to Australian and U.S. income tax laws. The Company follows ASC 740, Accounting for Income Taxes, when accounting for income taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for temporary differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount more likely than not to be realized. For uncertain tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the consolidated financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations. Net loss per share attributable to stockholders The Company has reported losses since inception and has computed basic net loss per share by dividing net loss by the weighted-average number of common stocks outstanding for the period, without consideration for potentially dilutive securities. The Company computes diluted net loss per share after giving consideration to all potentially dilutive shares, including unvested restricted shares and outstanding options. Because the Company has reported net losses since inception, these potential common stocks have been anti-dilutive and basic and diluted loss per share were the same for all periods presented. Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. For the nine months ended March 31, 2024, and 2023, the only component of accumulated other comprehensive loss is foreign currency translation adjustment. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Mar. 31, 2024 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
Prepaid expenses and other current assets | Note 3 – Prepaid expenses and other current assets March 31, June 30, (in thousands) Prepayments 1 421 686 R&D tax credit recoverable 2 6,406 - GST recoverable 187 191 Total other assets 7,014 877 1 Prepayments consist of prepaid clinical trial insurances, prepaid R&D expenditure relating to PsiGAD and IHL-675A clinical trials and scientific, marketing, and adverting subscription services. 2 R&D tax incentive receivable for quarter ended March 31, 2024 and the fiscal year ended June 30, 2023. |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 9 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment, Net [Abstract] | |
Property, Plant and Equipment, Net | Note 4 – Property, Plant and Equipment, net March 31, June 30, (in thousands) Furniture, fittings and equipment 194 157 Assets under construction 393 160 Total property, plant and equipment, gross 587 317 Accumulated depreciation and amortization (64 ) (23 ) Total property, plant and equipment, net $ 523 $ 294 Depreciation expense is recorded within general and administrative in the Consolidated Statements of Operations and Comprehensive Loss and amounted to $18 and $0 for the three months ended March 31, 2024 and 2023, respectively, and $41 and $0 for the nine months ended March 31, 2024 and 2023, respectively. |
Trade and Other Payables, Accru
Trade and Other Payables, Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Mar. 31, 2024 | |
Trade and Other Payables, Accrued Expenses and Other Current Liabilities [Abstract] | |
Trade and other payables, accrued expenses and other current liabilities | Note 5 – Trade and other payables, accrued expenses and other current liabilities March 31, June 30, (in thousands) Current liabilities Trade payables 1,255 1,748 Accrued expenses 1,133 426 Employee leave entitlements 315 263 Total Trade and other payables, accrued expenses and other current liabilities 2,703 2,437 Trade and other payables are unsecured, non-interest bearing and are normally settled within 30 days. The carrying amounts are a reasonable approximation of fair value. |
Leases
Leases | 9 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Leases | Note 6 – Leases For fiscal 2023, the Group entered into a three new lease agreement for its corporate head office in Sydney, Melbourne office and Clarion Clinic site. The leases have four, five and three-year terms respectively. These leases require monthly lease payments that may be subject to annual increases throughout the lease term. Certain of these leases also include renewal options at the election of the Company to renew or extend the lease for an additional three to five years. These optional periods have not been considered in the determination of the right-of-use assets or lease liabilities associated with these leases as the Company did not consider it reasonably certain it would exercise the options. The following table summarizes the weighted-average remaining lease term and discount rates for the Company’s operating leases: March 31, June 30, Lease term (years) 1.26 1.79 Discount rate 9.18 % 9.18 % The following table summarizes the lease costs pertaining to the Company’s operating leases March 31, June 30, (in thousands) Operating lease cost 119 66 Cash paid for amounts included in the measurement of operating lease liabilities during nine months ended March 31, 2024 and fiscal year June 30, 2023 was $122 and $61, respectively, and was included within net cash used in operating activities in the cash flows. The following table summarizes the future minimum lease payments due under operating leases as of March 31, 2024, (in thousands): Operating leases Amount June 30, 2024 50 June 30, 2025 205 June 30, 2026 199 June 30, 2027 48 June 30, 2028 32 Total minimum lease payments 534 Less amount representing interest 125 Total operating lease liabilities 409 As of March 31, 2024, the Company’s operating lease has a weighted-average remaining lease term of 1.26 years and a discount rate of 9.18%. |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Mar. 31, 2024 | |
Commitments and contingencies [Abstarct] | |
Commitments and contingencies | Note 7 – Commitments and contingencies The Company records a loss contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company also discloses material contingencies when it believes a loss is not probable but reasonably possible. Accounting for contingencies requires us to use judgment related to both the likelihood of a loss and the estimate of the amount or range of loss. Although the Company cannot predict with assurance the outcome of any litigation or tax matters, it does not believe there are currently any such actions that, if resolved unfavorably, would have a material impact on the Company’s operating results, financial position or cash flows. |
Stockholder's Equity_Issued Cap
Stockholder's Equity/Issued Capital | 9 Months Ended |
Mar. 31, 2024 | |
Stockholder’s equity/Issued capital [Abstract] | |
Stockholder's Equity/Issued Capital | Note 8 – Stockholder’s equity/Issued capital Common stock The Company has one class of common stock. In connection with the re-domiciliation, the Company’s amended and restated certificate of incorporation became effective, which provides for authorized the issuance of 100,000,000 authorized shares of common stock with a par value of $0.0001 per share, with one vote per share. Holders of common stock are entitled to receive any dividends as may be declared from time to time by the Company’s board of directors. On November 28, 2023, the Company effected the re-domiciliation. All references in these consolidated financial statements to the Company’s outstanding common stock, including per share information, have been retrospectively adjusted to reflect this re-domiciliation. For the nine months ended For the three months ended 2024 2024 2024 2024 (in thousands, expect per share data) Opening balance 2 15,873,113 2 15,873,113 Closing balance 2 15,873,113 2 15,873,113 For the nine months ended For the three months ended 2023 2023 2023 2023 (in thousands, except per share data) Opening balance 1 12,926,349 2 15,873,092 Issues of new shares – placements 1 - 634,146 - - Issues of new shares – acquisition 2 1 2,181,695 - - Issues of new shares – employees and directors - - - - Exercise of options - 21 - 21 Shares in lieu of advisor fees 3 - 130,902 - - Share issue costs - - - - Closing balance 2 15,873,113 2 15,873,113 1 In December 2022, Incannex Australia raised $8.83 million from a placement of 634,146 ordinary shares to institutional and professional investors in a private placement. 2 In August 2022, Incannex Australia completed the acquisition on APIRx Pharmaceuticals via the issuance of 2,181,695 ordinary shares of Incannex Australia to the owners of APIRx in an all–scrip transaction. 3 In August 2022, Incannex Australia issued 130,902 ordinary shares to Ryba LLC as lead M&A Advisors on the APIRx acquisition. |
Additional Paid-in Capital
Additional Paid-in Capital | 9 Months Ended |
Mar. 31, 2024 | |
Additional Paidin Capital [Abstract] | |
Additional paid-in capital | Note 9 – Additional paid-in capital Additional paid-in capital: March 31, 2024 March 31, 2023 (in thousands, expect per share data) Opening balance 116,290 69,074 Options issued to advisors 1 - 476 Issues of new options – placement - - Equity instruments issued to management and directors 2 5,714 1,631 Share placements 3 - 8,830 Share issued to advisors 5 - 2,050 Asset acquisition shares issued 4 - 34,170 Issuance costs 6 - (531 ) At March 31, 2024 122,004 115,700 1 In August 2022, Incannex Australia issued 9,000,000 options to Ryba LLC pursuant to the mandate executed between the parties in November 2021. As the transaction between the Company and APIRx was deemed complete in August 2022, the options were issued then. 2 Relates to the amortization of shares and options issued as share-based payments during the current and prior periods. 3 In December 2022, Incannex Australia raised $8.83 million from a placement of 634,146 ordinary shares to institutional and professional investors in a private placement. 4 In August 2022, Incannex Australia completed the acquisition on APIRx Pharmaceuticals via the issuance of 2,181,695 ordinary shares of Incannex Australia to the owners of APIRx in an all–scrip transaction. 5 In August 2022, Incannex Australia issued 130,902 ordinary shares to Ryba LLC as lead M&A Advisors on the APIRx acquisition. 6 In December 2022, Incannex Australia paid a commission of $530 to Bell Potter, as placement agent, for its services leading the private placement completed that month. The equity based premium reserve is used to record the value of equity issued to raise capital, and for share-based payments. |
General and Administration Expe
General and Administration Expenses | 9 Months Ended |
Mar. 31, 2024 | |
General and Administration Expenses [Abstract] | |
General and Administration expenses | Note 10 – General and Administration expenses For the three months ended For the nine months ended 2024 2023 2024 2023 (in thousands) (in thousands) Salaries, and other employee benefits 2,873 979 7,706 3,122 Depreciation expense 17 (13 ) 41 21 Compliance, legal and regulatory 821 517 2,393 1,210 Occupancy expenses 99 79 251 113 Advertising and investor relations 149 388 854 813 Other administration expenses 179 62 532 251 Total general and administration expenses 4,138 2,012 11,777 5,530 |
Share-based payments
Share-based payments | 9 Months Ended |
Mar. 31, 2024 | |
Share-based payments [Abstract] | |
Share-based payments | Note 11 – Share-based payments For the three months ended For the nine months ended 2024 2023 2024 2023 (in thousands) (in thousands) Research and development - - - - General and administrative 2,116 531 5,584 2,092 Total share-based compensation expense 2,116 531 5,584 2,092 Restricted stocks A summary of the changes in the Company’s restricted stock activity for the nine months ended March 31, 2024, are as follows: Numbers of Weighted (in thousands, expect per share data) Unvested and Outstanding as of June 30, 2023 62,514 149 Granted 2,316,715 1,007 Vested 639,014 961 Forfeited 1,000 29 Unvested and Outstanding as of March 31, 2024 1,739,215 1,006 Stock options A summary of the changes in the Company’s stock options activity for the nine months ended March 31, 2024, are as follows: Number of Shares Weighted Average Weighted Average Aggregate Intrinsic Outstanding as of June 30, 2023 633,508 24.19 1.35 442 Granted - - - - Exercised - - - - Cancelled or forfeited 349,500 14.29 - 720 Outstanding as of March 31, 2024 284,008 36.37 1.79 99 Unvested as of March 31, 2024 47,337 22.23 3.75 125 The aggregate intrinsic value of share options is calculated as the difference between the exercise price of the share options and the fair value of the Company’s shares of common stock for those share options that had exercise prices lower than the fair value of the Company’s shares of common stock. As of March 31, 2024, there was $288 of unrecognized compensation cost related to unvested share options, which is expected to be recognized over a weighted-average period of 0.55 years. Share Options Valuation The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the share options granted to employees and directors as of March 31, 2024 and June 30, 2023 were as follow: March 31, June 30, Expected option life (years) - 1.5 Expected volatility - 90 % Risk-free interest rate - 3.18 % Expected dividend yield - - Fair value of underlying shares of common stock - 1.17 |
Income Tax
Income Tax | 9 Months Ended |
Mar. 31, 2024 | |
Income Tax [Abstarct] | |
Income Tax | Note 12 – Income Tax The prima facie income tax benefit on pre-tax accounting loss from operations reconciles to the income tax benefit in the financial statements as follows: March 31, June 30, (in thousands) Accounting loss before tax (11,998 ) (52,766 ) Income tax benefit at the applicable tax rate of 30% (3,599 ) (15,830 ) Non-deductible expenses 8,064 36,510 Non-assessable income (8,154 ) (171 ) Deferred tax assets not recognized 875 581 Income tax benefit Unrecognized Deferred Tax Asset Deferred tax asset not recognized in the financial statements: Unused tax losses 8,202 4,340 Net unrecognized tax benefit at 30% 9,075 4,989 ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carry forwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carry forward period. Because of the Company’s recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a valuation allowance. As of March 31, 2024 and 2023, the Company established a valuation allowance against its deferred tax assets due to the uncertainty surrounding the realization of such assets. |
Loss Per Share
Loss Per Share | 9 Months Ended |
Mar. 31, 2024 | |
Loss Per Share [Abstract] | |
Loss per share | Note 13 – Loss per share All share and earnings per share amounts presented below reflect the impact of the re-domiciliation as if it had taken effect on July 1, 2022. Basic and diluted net loss per share attributable to stockholders was calculated as follows (in thousands, except share and per share amounts): For the three months ended For the nine months ended 2024 2023 2024 2023 Basic loss per share – cents per share 38.00 22.50 75.59 293.24 Basic loss per share 0.38 0.22 0.76 2.93 The loss and weighted average number of common stocks used in the calculation of basic loss per share is as follows: Total comprehensive loss for the year 6,031 3,571 11,998 44,637 - Weighted average number of common stocks (number) 15,873,113 15,873,113 15,873,113 15,221,900 The Company notes that the diluted loss per share is the same as basic loss per share. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 14 – Related Party Transactions Transactions between related parties are on commercial terms and conditions, no more favorable than those available to other parties unless otherwise stated. There were no |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Mar. 31, 2024 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation On November 28, 2023, the Company implemented the transaction to redomicile from Australia to United States and became the parent of Incannex Australia and the wholly owned subsidiaries listed in Note 1. The historical financial statements of Incannex Australia became the historical financial statements of the combined company upon consummation of the re-domiciliation. As a result, the financial statements included in this report reflect (i) the historical operating results of Incannex Australia and subsidiaries prior to the re-domiciliation; (ii) the combined results of the Company, Incannex Australia, and subsidiaries following the completion of the re-domiciliation; and (iii) the Company’s equity structure for all periods presented, including adjusting the issued and outstanding shares of common stock to reflect the 100:1 exchange ratio as if it had occurred on July 1, 2022. The Company’s consolidated financial statements included in this report have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and pursuant to the rules and regulations of the SEC. Prior to the re-domiciliation, Incannex Australia reported its consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”). Following the re-domiciliation, the Company transitioned to US GAAP and applied US GAAP retrospectively for all prior periods presented. Reference is frequently made herein to the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”). This is the source of authoritative US GAAP recognized by the FASB to be applied to non-governmental entities. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of March 31, 2024, and its results of operations for the three months and nine months ended March 31, 2024, and 2023, and cash flows for the nine months ended March 31, 2024, and 2023. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries (the “Group”). Details of all controlled entities are set out in Note 1. All intercompany balances and transactions have been eliminated on consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. The most significant estimates and assumptions in the Company’s consolidated financial statements include the valuation of equity-based instruments issued for other than cash accrued research and development expense, and the research and development tax credit. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ materially from those estimates. |
Risks and Uncertainties | Risks and Uncertainties The Company is subject to risks and uncertainties common to companies in the biopharmaceutical industry. The Company believes that changes in any of the following areas could have a material adverse effect on future financial position or results of operations: ability to obtain future financing; regulatory approval and market acceptance of, and reimbursement for, product candidates; performance of third-party clinical research organizations and manufacturers upon which the Company relies; protection of the Company’s intellectual property; litigation or claims against the Company based on intellectual property, patent, product, regulatory or other factors; the Company’s ability to attract and retain employees. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained or maintained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from product sales. The Company operates in an environment of rapid technological change and substantial competition from other pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees, consultants and other third parties. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents. The Company has not experienced any losses in such accounts, and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. As of March 31, 2024 and June 30, 2023 all deposit in banks of the Company is held outside of the United States. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents, which includes cash and deposits held at call with financial institutions with original maturities of three months or less that are readily convertible to known amounts of cash, are carried at cost, which approximates fair value. |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net Recognition and Measurement All property, plant and equipment are recognised at historical cost less depreciation. Depreciation Depreciation is calculated using the straight-line method to allocate their cost, net of their residual values, over their estimated useful lives or, in the case of leasehold improvements and certain leased plant and equipment, the shorter lease term as follows: ● Buildings 25-40 years ● Machinery 10-15 years ● Vehicles 3-5 years ● Furniture, fittings and equipment 2-8 years Furniture, fittings and equipment include assets in the form of office fit outs. These assets and other leasehold improvements are recognised at their fair value and depreciated over the shorter of their useful life or the lease term, unless the entity expects to use the assets beyond the lease term. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets consist primarily of property, plant and equipment, net, and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require that an asset group be tested for possible impairment, the Company compares the undiscounted cash flows expected to be generated by the asset group to the carrying amount of the asset group. If the carrying amount of the long-lived asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. During the periods ended March 31, 2024 and 2023, the Company has not recorded impairment charges on its long-lived assets. |
Leases | Leases The Company determines if an arrangement is, or contains, a lease at inception and then classifies the lease as operating or financing based on the underlying terms and conditions of the contract. Leases with terms greater than one year are initially recognized on the consolidated balance sheets as right-of-use assets and lease liabilities based on the present value of lease payments over the expected lease term. The Company has also elected to not apply the recognition requirement to any leases within its existing classes of assets with a term of 12 months or less and does not include any options to purchase the underlying asset that the Company is reasonably certain to exercise. Lease expense for minimum lease payments on operating leases is recognized on a straight-line basis over the lease term. Variable lease payments are excluded from the right-of-use assets and operating lease liabilities and are recognized in the period in which the obligation for those payments is incurred. Operating lease expenses are categorized within research and development and general and administrative expenses in the consolidated statements of operations and comprehensive loss. Operating lease cash flows are categorized under net cash used in operating activities in the consolidated statements of cash flows. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. |
Trade and other payables | Trade and other payables These amounts represent liabilities for goods and services provided to the Company prior to the end of the period and which are unpaid. Due to their short-term nature, they are measured at amortized cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition. |
Segment information | Segment information The Company operates and manages its business as one reportable and operating segment, which is the research and development of the use of psychedelic medicine and therapies for the treatment of mental health disorders. The Company’s Chief Executive Officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for the purposes of allocating resources and evaluating financial performance. The Company’s long-lived assets are primarily in Australia. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development consist of salaries, benefits and other personnel related costs including, laboratory supplies, preclinical studies, clinical trials and related clinical manufacturing costs, costs related to manufacturing preparations, fees paid to other entities to conduct certain research and development activities on the Company’s behalf and allocated facility and other related costs. Nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized as prepaid expenses until the related goods are delivered or services are performed. The Company records accrued liabilities for estimated costs of research and development activities conducted by third-party service providers, which include the conduct of pre-clinical studies and clinical trials, and contract manufacturing activities. The Company records the estimated costs of research and development activities based upon the estimated amount of services provided but not yet invoiced and includes these costs in trade and other payables on the consolidated balance sheets and within research and development expenses on the consolidated statements of operations and comprehensive loss. The Company accrues for these costs based on factors such as estimates of the work completed and in accordance with agreements established with its third-party service providers. The Company makes significant judgments and estimates in determining the accrued liabilities balance at the end of each reporting period. As actual costs become known, the Company adjusts its accrued liabilities. The Company has not experienced any material differences between accrued costs and actual costs incurred. |
Acquisitions | Acquisitions The Company evaluate acquisitions under the accounting framework in ASC 805, Business Combinations, to determine whether the transaction is a business combination or an asset acquisition. In determining whether an acquisition should be accounted for as a business combination or an asset acquisition, the Company first performs a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this is the case, then the acquisition is not deemed to be a business and is instead accounted for as an asset acquisition. If this is not the case, then the Company further evaluates whether the acquisition includes, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. If so, the acquisition constitutes a business for accounting purposes. The Company measures and recognizes asset acquisitions that are not deemed to be business combinations based on the cost to acquire the assets, which includes pre-acquisition direct costs recorded in accrued professional and consulting fees. Goodwill is not recognized in asset acquisitions. During the year ended June 30, 2023, the Company acquired APIRx Pharmaceutical USA, LLC (“APIRx”). The Company concluded that the acquisition of APIRx did not meet the definition of business under ASC 805, Business Combinations as the acquisition did not have outputs present and a substantive process was not acquired. Therefore, the Company accounted for the transaction as an asset acquisition rather than a business combination. In accordance with ASC 730-10-25-2(c), intangible assets used in research and developmental activities acquired in an asset acquisition should be expensed at the acquisition date if there is no alternative future use in other R&D projects or otherwise (i.e., if they have no economic value). Additionally, in an asset acquisition, direct transaction costs are accumulated as a component of the consideration transferred and expensed with the acquired IPR&D that has no alternative use. The Company determined that product candidates pertaining to APIRx had no alternative future use at the time of acquisition and charged $35.4 million, including transaction costs, to acquisition of in-process research and development (IPR&D) expense as of the date of acquisition. |
Share-based compensation | Share-based compensation The Company accounts for share-based compensation arrangements with employees and non-employees using a fair value method which requires the recognition of compensation expense for costs related to all share-based payments including share options. The fair value method requires the Company to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The Company uses either the trinomial pricing or Black-Scholes option-pricing model to estimate the fair value of options granted. Share-based compensation awards are expensed using the graded vesting method over the requisite service period, which is generally the vesting period, for each separately-vesting tranche. The Company has elected a policy of estimating forfeitures at grant date. Option valuation models, including the trinomial pricing and Black-Scholes option-pricing model, require the input of several assumptions. These inputs are subjective and generally require significant analysis and judgment to develop. Refer to Note 12 for a discussion of the relevant assumptions. |
Benefit from Research and Development Tax Incentive | Benefit from Research and Development Tax Incentive Benefit from R&D tax credit consists of the R&D tax credit received in Australia, which is recorded within other income (expense), net. The Company recognizes grants once both of the following conditions are met: (1) the Company is able to comply with the relevant conditions of the grant and (2) the grant is received. In the three months ended December 31, 2023, due to multiple years of tax incentives being granted and successful lodgement of overseas findings on the Company’s lead assets, the Company changed its estimates for the R&D tax incentive receivable, primarily based on historical experience of claims. The Company determined this was a change in accounting estimate in accordance with ASC 250-10. The result of this change in estimate resulted in an increase compared to the fiscal year ended June 30, 2023 and the receivable for R&D tax incentive by approximately $5 million. This change also resulted in an increase to other income of approximately $5 million. based on historical experience of claims. |
Interest income | Interest income Interest income is recognized as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset. |
Foreign Currency Translation | Foreign Currency Translation The Company maintains its consolidated financial statements in its functional currency, which is the Australian Dollar. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the date of the transaction. Exchange gains or losses arising from foreign currency transactions are included in other income (expense), net in the consolidated statements of operations and comprehensive loss. For financial reporting purposes, the consolidated financial statements of the Company have been presented in the U.S. dollar, the reporting currency. The financial statements of entities are translated from their functional currency into the reporting currency as follows: assets and liabilities are translated at the exchange rates at the balance sheet dates, expenses and other income (expense), net are translated at the average exchange rates for the periods presented and stockholders’ equity is translated based on historical exchange rates. Translation adjustments are not included in determining net loss but are included as a foreign exchange adjustment to other comprehensive income, a component of stockholders’ equity. The following table presents data regarding the dollar exchange rate of relevant currencies: March 31, June 30, Exchange rate on balance sheet dates USD: AUD Exchange Rate 0.6532 0.6630 Average exchange rate for the period USD: AUD Exchange Rate 0.6544 0.6764 |
Income tax | Income tax The Company is subject to Australian and U.S. income tax laws. The Company follows ASC 740, Accounting for Income Taxes, when accounting for income taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for temporary differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount more likely than not to be realized. For uncertain tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the consolidated financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations. |
Net loss per share attributable to stockholders | Net loss per share attributable to stockholders The Company has reported losses since inception and has computed basic net loss per share by dividing net loss by the weighted-average number of common stocks outstanding for the period, without consideration for potentially dilutive securities. The Company computes diluted net loss per share after giving consideration to all potentially dilutive shares, including unvested restricted shares and outstanding options. Because the Company has reported net losses since inception, these potential common stocks have been anti-dilutive and basic and diluted loss per share were the same for all periods presented. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. For the nine months ended March 31, 2024, and 2023, the only component of accumulated other comprehensive loss is foreign currency translation adjustment. |
Re-domiciliation and Business (
Re-domiciliation and Business (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
Re-domiciliation and Business [Abstract] | |
Schedule of Consolidated Financial Statements | The consolidated financial statements of the Company are presented in United States dollars and consist of Incannex Healthcare Inc. and the following wholly-owned subsidiaries: Subsidiary Jurisdiction Incannex Healthcare Limited Victoria, Australia Incannex Pty Ltd Victoria, Australia Psychennex Pty Ltd Victoria, Australia APIRx Pharmaceutical USA, LLC Delaware APIRx Pharmaceuticals Holding BV IJsselstein, Netherlands Clarion Clinics Group Pty Ltd Victoria, Australia Clarion Model Clinic Pty Ltd Victoria, Australia Psychennex Licensing and Franchising Pty Ltd Victoria, Australia |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Schedule of Exchange Rate of Relevant Currencies | The following table presents data regarding the dollar exchange rate of relevant currencies: March 31, June 30, Exchange rate on balance sheet dates USD: AUD Exchange Rate 0.6532 0.6630 Average exchange rate for the period USD: AUD Exchange Rate 0.6544 0.6764 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | March 31, June 30, (in thousands) Prepayments 1 421 686 R&D tax credit recoverable 2 6,406 - GST recoverable 187 191 Total other assets 7,014 877 1 Prepayments consist of prepaid clinical trial insurances, prepaid R&D expenditure relating to PsiGAD and IHL-675A clinical trials and scientific, marketing, and adverting subscription services. 2 R&D tax incentive receivable for quarter ended March 31, 2024 and the fiscal year ended June 30, 2023. |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment, Net [Abstract] | |
Schedule of Property, Plant and Equipment, Net | March 31, June 30, (in thousands) Furniture, fittings and equipment 194 157 Assets under construction 393 160 Total property, plant and equipment, gross 587 317 Accumulated depreciation and amortization (64 ) (23 ) Total property, plant and equipment, net $ 523 $ 294 |
Trade and Other Payables, Acc_2
Trade and Other Payables, Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
Trade and Other Payables, Accrued Expenses and Other Current Liabilities [Abstract] | |
Schedule of Trade and Other Payables, Accrued Expenses and Other Current Liabilities | March 31, June 30, (in thousands) Current liabilities Trade payables 1,255 1,748 Accrued expenses 1,133 426 Employee leave entitlements 315 263 Total Trade and other payables, accrued expenses and other current liabilities 2,703 2,437 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Schedule of Weighted-Average Remaining Lease Term and Discount Rates | The following table summarizes the weighted-average remaining lease term and discount rates for the Company’s operating leases: March 31, June 30, Lease term (years) 1.26 1.79 Discount rate 9.18 % 9.18 % |
Schedule of Lease Costs | The following table summarizes the lease costs pertaining to the Company’s operating leases March 31, June 30, (in thousands) Operating lease cost 119 66 |
Schedule of Future Minimum Lease Payments | The following table summarizes the future minimum lease payments due under operating leases as of March 31, 2024, (in thousands): Operating leases Amount June 30, 2024 50 June 30, 2025 205 June 30, 2026 199 June 30, 2027 48 June 30, 2028 32 Total minimum lease payments 534 Less amount representing interest 125 Total operating lease liabilities 409 |
Stockholder's Equity_Issued C_2
Stockholder's Equity/Issued Capital (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
Stockholder’s equity/Issued capital [Abstract] | |
Schedule of Consolidated Financial Statements | All references in these consolidated financial statements to the Company’s outstanding common stock, including per share information, have been retrospectively adjusted to reflect this re-domiciliation. For the nine months ended For the three months ended 2024 2024 2024 2024 (in thousands, expect per share data) Opening balance 2 15,873,113 2 15,873,113 Closing balance 2 15,873,113 2 15,873,113 For the nine months ended For the three months ended 2023 2023 2023 2023 (in thousands, except per share data) Opening balance 1 12,926,349 2 15,873,092 Issues of new shares – placements 1 - 634,146 - - Issues of new shares – acquisition 2 1 2,181,695 - - Issues of new shares – employees and directors - - - - Exercise of options - 21 - 21 Shares in lieu of advisor fees 3 - 130,902 - - Share issue costs - - - - Closing balance 2 15,873,113 2 15,873,113 1 In December 2022, Incannex Australia raised $8.83 million from a placement of 634,146 ordinary shares to institutional and professional investors in a private placement. 2 In August 2022, Incannex Australia completed the acquisition on APIRx Pharmaceuticals via the issuance of 2,181,695 ordinary shares of Incannex Australia to the owners of APIRx in an all–scrip transaction. 3 In August 2022, Incannex Australia issued 130,902 ordinary shares to Ryba LLC as lead M&A Advisors on the APIRx acquisition. |
Additional Paid-in Capital (Tab
Additional Paid-in Capital (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
Additional Paidin Capital [Abstract] | |
Schedule of Additional Paid-in Capital | Additional paid-in capital: March 31, 2024 March 31, 2023 (in thousands, expect per share data) Opening balance 116,290 69,074 Options issued to advisors 1 - 476 Issues of new options – placement - - Equity instruments issued to management and directors 2 5,714 1,631 Share placements 3 - 8,830 Share issued to advisors 5 - 2,050 Asset acquisition shares issued 4 - 34,170 Issuance costs 6 - (531 ) At March 31, 2024 122,004 115,700 1 In August 2022, Incannex Australia issued 9,000,000 options to Ryba LLC pursuant to the mandate executed between the parties in November 2021. As the transaction between the Company and APIRx was deemed complete in August 2022, the options were issued then. 2 Relates to the amortization of shares and options issued as share-based payments during the current and prior periods. 3 In December 2022, Incannex Australia raised $8.83 million from a placement of 634,146 ordinary shares to institutional and professional investors in a private placement. 4 In August 2022, Incannex Australia completed the acquisition on APIRx Pharmaceuticals via the issuance of 2,181,695 ordinary shares of Incannex Australia to the owners of APIRx in an all–scrip transaction. 5 In August 2022, Incannex Australia issued 130,902 ordinary shares to Ryba LLC as lead M&A Advisors on the APIRx acquisition. 6 In December 2022, Incannex Australia paid a commission of $530 to Bell Potter, as placement agent, for its services leading the private placement completed that month. |
General and Administration Ex_2
General and Administration Expenses (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
General and Administration Expenses [Abstract] | |
Schedule of General and Administration Expenses | For the three months ended For the nine months ended 2024 2023 2024 2023 (in thousands) (in thousands) Salaries, and other employee benefits 2,873 979 7,706 3,122 Depreciation expense 17 (13 ) 41 21 Compliance, legal and regulatory 821 517 2,393 1,210 Occupancy expenses 99 79 251 113 Advertising and investor relations 149 388 854 813 Other administration expenses 179 62 532 251 Total general and administration expenses 4,138 2,012 11,777 5,530 |
Share-based payments (Tables)
Share-based payments (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
Share-based payments [Abstract] | |
Schedule of Share-Based Payments | For the three months ended For the nine months ended 2024 2023 2024 2023 (in thousands) (in thousands) Research and development - - - - General and administrative 2,116 531 5,584 2,092 Total share-based compensation expense 2,116 531 5,584 2,092 |
Schedule of Restricted Stock Activity | A summary of the changes in the Company’s restricted stock activity for the nine months ended March 31, 2024, are as follows: Numbers of Weighted (in thousands, expect per share data) Unvested and Outstanding as of June 30, 2023 62,514 149 Granted 2,316,715 1,007 Vested 639,014 961 Forfeited 1,000 29 Unvested and Outstanding as of March 31, 2024 1,739,215 1,006 |
Schedule of Stock Options Activity | A summary of the changes in the Company’s stock options activity for the nine months ended March 31, 2024, are as follows: Number of Shares Weighted Average Weighted Average Aggregate Intrinsic Outstanding as of June 30, 2023 633,508 24.19 1.35 442 Granted - - - - Exercised - - - - Cancelled or forfeited 349,500 14.29 - 720 Outstanding as of March 31, 2024 284,008 36.37 1.79 99 Unvested as of March 31, 2024 47,337 22.23 3.75 125 |
Schedule of Weighted-Average Assumptions used Black-Scholes Option Pricing | The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the share options granted to employees and directors as of March 31, 2024 and June 30, 2023 were as follow: March 31, June 30, Expected option life (years) - 1.5 Expected volatility - 90 % Risk-free interest rate - 3.18 % Expected dividend yield - - Fair value of underlying shares of common stock - 1.17 |
Income Tax (Tables)
Income Tax (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
Income Tax [Abstarct] | |
Schedule of Pre-Tax Accounting loss from Operations | The prima facie income tax benefit on pre-tax accounting loss from operations reconciles to the income tax benefit in the financial statements as follows: March 31, June 30, (in thousands) Accounting loss before tax (11,998 ) (52,766 ) Income tax benefit at the applicable tax rate of 30% (3,599 ) (15,830 ) Non-deductible expenses 8,064 36,510 Non-assessable income (8,154 ) (171 ) Deferred tax assets not recognized 875 581 Income tax benefit Unrecognized Deferred Tax Asset Deferred tax asset not recognized in the financial statements: Unused tax losses 8,202 4,340 Net unrecognized tax benefit at 30% 9,075 4,989 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
Loss Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share Attributable to Stockholders | Basic and diluted net loss per share attributable to stockholders was calculated as follows (in thousands, except share and per share amounts): For the three months ended For the nine months ended 2024 2023 2024 2023 Basic loss per share – cents per share 38.00 22.50 75.59 293.24 Basic loss per share 0.38 0.22 0.76 2.93 The loss and weighted average number of common stocks used in the calculation of basic loss per share is as follows: Total comprehensive loss for the year 6,031 3,571 11,998 44,637 - Weighted average number of common stocks (number) 15,873,113 15,873,113 15,873,113 15,221,900 |
Re-domiciliation and Business_2
Re-domiciliation and Business (Details) - shares | Mar. 31, 2024 | Jun. 30, 2023 |
Re-domiciliation and Business (Details) [Line Items] | ||
Ordinary shares issued | 15,873,113 | 15,873,113 |
Incannex Healthcare Limited [Member] | ||
Re-domiciliation and Business (Details) [Line Items] | ||
Ordinary shares issued | 25 | |
Australia [Member] | Incannex Healthcare Limited [Member] | ||
Re-domiciliation and Business (Details) [Line Items] | ||
Ordinary shares issued | 1 | |
Australia [Member] | Minimum [Member] | ||
Re-domiciliation and Business (Details) [Line Items] | ||
Ordinary shares issued | 100 | |
Australia [Member] | Maximum [Member] | ||
Re-domiciliation and Business (Details) [Line Items] | ||
Ordinary shares issued | 1 |
Re-domiciliation and Business_3
Re-domiciliation and Business (Details) - Schedule of Consolidated Financial Statements | 9 Months Ended |
Mar. 31, 2024 | |
Incannex Healthcare Limited [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Subsidiary | Victoria, Australia |
Incannex Pty Ltd [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Subsidiary | Victoria, Australia |
Psychennex Pty Ltd [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Subsidiary | Victoria, Australia |
APIRx Pharmaceutical USA, LLC [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Subsidiary | Delaware |
APIRx Pharmaceuticals Holding BV [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Subsidiary | IJsselstein, Netherlands |
Clarion Clinics Group Pty Ltd [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Subsidiary | Victoria, Australia |
Clarion Model Clinic Pty Ltd [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Subsidiary | Victoria, Australia |
Psychennex Licensing and Franchising Pty Ltd [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Subsidiary | Victoria, Australia |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) $ in Millions | 9 Months Ended |
Mar. 31, 2024 USD ($) | |
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |
Transaction cost (in Dollars) | $ 35.4 |
Research and Development Tax Incentive (in Dollars) | 5 |
Other income (in Dollars) | $ 5 |
Minimum [Member] | Building [Member] | |
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |
Estimated useful lives | 25 years |
Minimum [Member] | Machinery and Equipment [Member] | |
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |
Estimated useful lives | 10 years |
Minimum [Member] | Vehicles [Member] | |
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |
Estimated useful lives | 3 years |
Minimum [Member] | Furniture and Fixtures [Member] | |
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |
Estimated useful lives | 2 years |
Maximum [Member] | Building [Member] | |
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |
Estimated useful lives | 40 years |
Maximum [Member] | Machinery and Equipment [Member] | |
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |
Estimated useful lives | 15 years |
Maximum [Member] | Vehicles [Member] | |
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |
Estimated useful lives | 5 years |
Maximum [Member] | Furniture and Fixtures [Member] | |
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |
Estimated useful lives | 8 years |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Exchange Rate of Relevant Currencies | Mar. 31, 2024 | Jun. 30, 2023 |
Exchange rate [Member] | ||
Schedule of Exchange Rate of Relevant Currencies [Line Items] | ||
Exchange rate | 0.6532 | 0.663 |
Average exchange rate [Member] | ||
Schedule of Exchange Rate of Relevant Currencies [Line Items] | ||
Exchange rate | 0.6544 | 0.6764 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - Schedule of Prepaid Expenses and Other Current Assets - USD ($) $ in Thousands | Mar. 31, 2024 | Jun. 30, 2023 | |
Schedule of Prepaid Expenses and Other Current Assets [Abstract] | |||
Prepayments | [1] | $ 421 | $ 686 |
R&D tax credit recoverable | [2] | 6,406 | |
GST recoverable | 187 | 191 | |
Total other assets | $ 7,014 | $ 877 | |
[1] Prepayments consist of prepaid clinical trial insurances, prepaid R&D expenditure relating to PsiGAD and IHL-675A clinical trials and scientific, marketing, and adverting subscription services. R&D tax incentive receivable for quarter ended March 31, 2024 and the fiscal year ended June 30, 2023. |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment, Net [Abstract] | ||||
Depreciation expense | $ 18 | $ 0 | $ 41 | $ 0 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net (Details) - Schedule of Property, Plant and Equipment, Net - USD ($) $ in Thousands | Mar. 31, 2024 | Jun. 30, 2023 |
Schedule of Property, Plant and Equipment Net [Abstract] | ||
Furniture, fittings and equipment | $ 194 | $ 157 |
Assets under construction | 393 | 160 |
Total property, plant and equipment, gross | 587 | 317 |
Accumulated depreciation and amortization | (64) | (23) |
Total property, plant and equipment, net | $ 523 | $ 294 |
Trade and Other Payables, Acc_3
Trade and Other Payables, Accrued Expenses and Other Current Liabilities (Details) - Schedule of Trade and Other Payables, Accrued Expenses and Other Current Liabilities - USD ($) $ in Thousands | Mar. 31, 2024 | Jun. 30, 2023 |
Current liabilities | ||
Trade payables | $ 1,255 | $ 1,748 |
Accrued expenses | 1,133 | 426 |
Employee leave entitlements | 315 | 263 |
Total Trade and other payables, accrued expenses and other current liabilities | $ 2,703 | $ 2,437 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
Leases [Abstract] | ||
Operating lease liabilities | $ 122 | $ 61 |
Weighted-average remaining lease term | 1 year 3 months 3 days | 1 year 9 months 14 days |
Weighted-average remaining discount rate | 9.18% | 9.18% |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Weighted-Average Remaining Lease Term and Discount Rates | Mar. 31, 2024 | Jun. 30, 2023 |
Schedule of Weighted-Average Remaining Lease Term and Discount Rates [Abstract] | ||
Lease term (years) | 1 year 3 months 3 days | 1 year 9 months 14 days |
Discount rate | 9.18% | 9.18% |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Lease Costs - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
Schedule of Lease Costs [Abstract] | ||
Operating lease cost | $ 119 | $ 66 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Future Minimum Lease Payments $ in Thousands | Mar. 31, 2024 USD ($) |
Schedule of Future Minimum Lease Payments [Abstract] | |
June 30, 2024 | $ 50 |
June 30, 2025 | 205 |
June 30, 2026 | 199 |
June 30, 2027 | 48 |
June 30, 2028 | 32 |
Total minimum lease payments | 534 |
Less amount representing interest | 125 |
Total operating lease liabilities | $ 409 |
Stockholder's Equity_Issued C_3
Stockholder's Equity/Issued Capital (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||||
Dec. 31, 2022 | Aug. 31, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | |
Stockholder’s Equity/Issued Capital [Line Items] | |||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||
Common stock shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Vote per share | one | ||||
Amount issued (in Dollars) | $ 8,830 | ||||
APIRx Pharmaceuticals [Member] | |||||
Stockholder’s Equity/Issued Capital [Line Items] | |||||
Acquisition shares issued | 2,181,695 | ||||
Ryba LLC [Member] | |||||
Stockholder’s Equity/Issued Capital [Line Items] | |||||
Acquisition shares issued | 130,902 | ||||
Private Placement [Member] | |||||
Stockholder’s Equity/Issued Capital [Line Items] | |||||
Amount issued (in Dollars) | $ 8,830 | ||||
Share issued | 634,146 |
Stockholder's Equity_Issued C_4
Stockholder's Equity/Issued Capital (Details) - Schedule of Consolidated Financial Statements - Common Stock [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | ||
Condensed Financial Statements, Captions [Line Items] | ||||
Balance | $ 2 | $ 2 | $ 1 | |
Balance (in Shares) | 15,873,092 | 15,873,113 | 12,926,349 | |
Balance | $ 2 | $ 2 | $ 2 | |
Balance (in Shares) | 15,873,113 | 15,873,113 | 15,873,113 | |
Issues of new shares – placements | [1] | |||
Issues of new shares – placements (in Shares) | [1] | 634,146 | ||
Issues of new shares – acquisition | [2] | $ 1 | ||
Issues of new shares – acquisition (in Shares) | [2] | 2,181,695 | ||
Issues of new shares – employees and directors | ||||
Issues of new shares – employees and directors (in Shares) | ||||
Exercise of options | ||||
Exercise of options (in Shares) | 21 | 21 | ||
Shares in lieu of advisor fees | [3] | |||
Shares in lieu of advisor fees (in Shares) | [3] | 130,902 | ||
Share issue costs | ||||
[1] In December 2022, Incannex Australia raised $8.83 million from a placement of 634,146 ordinary shares to institutional and professional investors in a private placement. In August 2022, Incannex Australia completed the acquisition on APIRx Pharmaceuticals via the issuance of 2,181,695 ordinary shares of Incannex Australia to the owners of APIRx in an all–scrip transaction. In August 2022, Incannex Australia issued 130,902 ordinary shares to Ryba LLC as lead M&A Advisors on the APIRx acquisition. |
Additional Paid-in Capital (Det
Additional Paid-in Capital (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Dec. 31, 2022 | Aug. 31, 2022 | Mar. 31, 2023 | |
Additional Paid-in Capital (Details) [Line Items] | |||
Share placements (in Dollars) | $ 8,830 | ||
Issuance costs (in Dollars) | $ 531 | ||
Ryba LLC [Member] | |||
Additional Paid-in Capital (Details) [Line Items] | |||
Shares issued | 9,000,000 | ||
Acquisition shares issued | 130,902 | ||
Share issued to advisors | 130,902 | ||
APIRx Pharmaceuticals [Member] | |||
Additional Paid-in Capital (Details) [Line Items] | |||
Acquisition shares issued | 2,181,695 | ||
Bell Potter [Member] | |||
Additional Paid-in Capital (Details) [Line Items] | |||
Issuance costs (in Dollars) | $ 530 | ||
Private Placement [Member] | |||
Additional Paid-in Capital (Details) [Line Items] | |||
Share placements (in Dollars) | $ 8,830 | ||
Placements ordinary shares | 634,146 |
Additional Paid-in Capital (D_2
Additional Paid-in Capital (Details) - Schedule of Additional Paid-in Capital - Incannex Australia [Member] - USD ($) $ in Thousands | 9 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Additional Paid-in Capital (Details) - Schedule of Additional Paid-in Capital [Line Items] | |||
Opening balance | $ 116,290 | $ 69,074 | |
Options issued to advisors | [1] | 476 | |
Issues of new options – placement | |||
Equity instruments issued to management and directors | [2] | 5,714 | 1,631 |
Share placements | [3] | 8,830 | |
Share issued to advisors | [4] | 2,050 | |
Asset acquisition shares issued | [5] | 34,170 | |
Issuance costs | [6] | (531) | |
Ending balance | $ 122,004 | $ 115,700 | |
[1] In August 2022, Incannex Australia issued 9,000,000 options to Ryba LLC pursuant to the mandate executed between the parties in November 2021. As the transaction between the Company and APIRx was deemed complete in August 2022, the options were issued then. Relates to the amortization of shares and options issued as share-based payments during the current and prior periods. In December 2022, Incannex Australia raised $8.83 million from a placement of 634,146 ordinary shares to institutional and professional investors in a private placement. In August 2022, Incannex Australia issued 130,902 ordinary shares to Ryba LLC as lead M&A Advisors on the APIRx acquisition. In August 2022, Incannex Australia completed the acquisition on APIRx Pharmaceuticals via the issuance of 2,181,695 ordinary shares of Incannex Australia to the owners of APIRx in an all–scrip transaction. In December 2022, Incannex Australia paid a commission of $530 to Bell Potter, as placement agent, for its services leading the private placement completed that month. |
General and Administration Ex_3
General and Administration Expenses (Details) - Schedule of General and Administration Expenses - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of General and Administration Expenses [Line Items] | ||||
Total general and administration expenses | $ 4,138 | $ 2,012 | $ 11,777 | $ 5,530 |
Salaries, and other employee benefits [Member] | ||||
Schedule of General and Administration Expenses [Line Items] | ||||
Total general and administration expenses | 2,873 | 979 | 7,706 | 3,122 |
Depreciation expense [Member] | ||||
Schedule of General and Administration Expenses [Line Items] | ||||
Total general and administration expenses | 17 | (13) | 41 | 21 |
Compliance, legal and regulatory [Member] | ||||
Schedule of General and Administration Expenses [Line Items] | ||||
Total general and administration expenses | 821 | 517 | 2,393 | 1,210 |
Occupancy expenses [Member] | ||||
Schedule of General and Administration Expenses [Line Items] | ||||
Total general and administration expenses | 99 | 79 | 251 | 113 |
Advertising and investor relations [Member] | ||||
Schedule of General and Administration Expenses [Line Items] | ||||
Total general and administration expenses | 149 | 388 | 854 | 813 |
Other administration expenses [Member] | ||||
Schedule of General and Administration Expenses [Line Items] | ||||
Total general and administration expenses | $ 179 | $ 62 | $ 532 | $ 251 |
Share-based payments (Details)
Share-based payments (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Share-based payments [Abstract] | |
Unrecognized compensation cost | $ 288 |
Weighted-average period | 6 months 18 days |
Share-based payments (Details)
Share-based payments (Details) - Schedule of Share-Based Payments - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Share Based Payments [Line Items] | ||||
Share-based compensation expense | $ 2,116 | $ 531 | $ 5,584 | $ 2,092 |
Research and development [Member] | ||||
Schedule of Share Based Payments [Line Items] | ||||
Share-based compensation expense | ||||
General and administrative [Member] | ||||
Schedule of Share Based Payments [Line Items] | ||||
Share-based compensation expense | $ 2,116 | $ 531 | $ 5,584 | $ 2,092 |
Share-based payments (Details_2
Share-based payments (Details) - Schedule of Restricted Stock Activity - Restricted Stock [Member] | 9 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Schedule of Restricted Stock Activity [Line Items] | |
Numbers of Shares, Unvested and Outstanding Beginning | shares | 62,514 |
Weighted Average Grant Date Fair Value, Unvested and Outstanding Beginning | $ / shares | $ 149 |
Numbers of Shares, Granted | shares | 2,316,715 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 1,007 |
Numbers of Shares, Vested | shares | 639,014 |
Weighted Average Grant Date Fair Value,Vested | $ / shares | $ 961 |
Numbers of Shares, Forfeited | shares | 1,000 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | $ 29 |
Numbers of Shares, Unvested and Outstanding Ending | shares | 1,739,215 |
Weighted Average Grant Date Fair Value, Unvested and Outstanding Ending | $ / shares | $ 1,006 |
Share-based payments (Details_3
Share-based payments (Details) - Schedule of Stock Options Activity - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Jun. 30, 2023 | Mar. 31, 2024 | |
Schedule of Stock Options Activity [Abstract] | ||
Number of Shares, Outstanding , Ending balance | 633,508 | 284,008 |
Weighted Average Exercise Price, Outstanding Ending balance | $ 24.19 | $ 36.37 |
Weighted Average Remaining Contractual Term, Outstanding Ending balance | 1 year 4 months 6 days | 1 year 9 months 14 days |
Aggregate Intrinsic Value (in thousands), Outstanding Ending balance | $ 442 | $ 99 |
Number of Shares, Unvested as of December 31, 2023 | 47,337 | |
Weighted Average Exercise Price, Unvested as of December 31, 2023 | $ 22.23 | |
Weighted Average Remaining Contractual Term, Unvested as of December 31, 2023 | 3 years 9 months | |
Aggregate Intrinsic Value (in thousands), Unvested as of December 31, 2023 | $ 125 | |
Number of Shares, Granted | ||
Weighted Average Exercise Price, Granted | ||
Aggregate Intrinsic Value (in thousands), Granted | ||
Number of Shares, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Aggregate Intrinsic Value (in thousands), Exercised | ||
Number of Shares, Cancelled or forfeited | 349,500 | |
Weighted Average Exercise Price, Cancelled or forfeited | $ 14.29 | |
Aggregate Intrinsic Value (in thousands), Cancelled or forfeited | $ 720 |
Share-based payments (Details_4
Share-based payments (Details) - Schedule of Weighted-Average Assumptions used Black-Scholes Option Pricing - $ / shares | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Schedule of Weighted-Average Assumptions used Black-Scholes Option Pricing [Abstract] | ||
Expected option life (years) | 1 year 6 months | |
Expected volatility | 90% | |
Risk-free interest rate | 3.18% | |
Expected dividend yield | ||
Fair value of underlying shares of common stock (in Dollars per share) | $ 1.17 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of Pre-Tax Accounting loss from Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | |
Schedule of Pre-Tax Accounting loss from Operations [Abstract] | |||||
Accounting loss before tax | $ (11,998) | $ (52,766) | |||
Income tax benefit at the applicable tax rate of 30% | (3,599) | (15,830) | |||
Non-deductible expenses | 8,064 | 36,510 | |||
Non-assessable income | (8,154) | (171) | |||
Deferred tax assets not recognized | 875 | 581 | |||
Income tax benefit | |||||
Unused tax losses | 8,202 | 4,340 | |||
Net unrecognized tax benefit at 30% | $ 9,075 | $ 9,075 | $ 4,989 |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of Pre-Tax Accounting loss from Operations (Parentheticals) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
Schedule of Pre-Tax Accounting loss from Operations [Abstract] | ||
Income tax rate | 30% | 30% |
unrecognized tax rate | 30% | 30% |
Loss Per Share (Details) - Sche
Loss Per Share (Details) - Schedule of Basic and Diluted Net Loss Per Share Attributable to Stockholders - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Basic and Diluted Net Loss Per Share Attributable to Stockholders [Abstract] | ||||
Basic loss per share – cents per share | $ 38 | $ 22.5 | $ 75.59 | $ 293.24 |
Basic loss per share | $ 0.38 | $ 0.22 | $ 0.76 | $ 2.93 |
The loss and weighted average number of common stocks used in the calculation of basic loss per share is as follows: | ||||
Total comprehensive loss for the year (in Dollars) | $ 6,031 | $ 3,571 | $ 11,998 | $ 44,637 |
- Weighted average number of common stocks (number) (in Shares) | 15,873,113 | 15,873,113 | 15,873,113 | 15,221,900 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 |
Related Party [Member] | ||
Related Party Transactions [Line Items] | ||
Payable to any related parties |