Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2024 | Aug. 30, 2024 | Dec. 29, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Document Period End Date | Jun. 30, 2024 | ||
Document Fiscal Year Focus | 2024 | ||
Document Fiscal Period Focus | FY | ||
Entity Information [Line Items] | |||
Entity Registrant Name | Incannex Healthcare Inc. | ||
Entity Central Index Key | 0001873875 | ||
Entity File Number | 001-41106 | ||
Entity Tax Identification Number | 93-2403210 | ||
Entity Incorporation, State or Country Code | DE | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 64 | ||
Entity Contact Personnel [Line Items] | |||
Entity Address, Address Line One | Suite 105 | ||
Entity Address, Address Line Two | 8 Century Circuit Norwest | ||
Entity Address, City or Town | NSW | ||
Entity Address, Country | AU | ||
Entity Address, Postal Zip Code | 2153 | ||
Entity Phone Fax Numbers [Line Items] | |||
City Area Code | +61 | ||
Local Phone Number | 409 840 786 | ||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Trading Symbol | IXHL | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 17,642,832 |
Audit Information
Audit Information | 12 Months Ended |
Jun. 30, 2024 | |
Auditor [Table] | |
Auditor Name | GRANT THORNTON AUDIT PTY LTD |
Auditor Firm ID | 2233 |
Auditor Location | Perth, Australia |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 5,858 | $ 22,120 |
Prepaid expenses and other assets | 507 | 877 |
R&D tax incentive receivable | 9,837 | |
Total current assets | 16,202 | 22,997 |
Property, plant and equipment, net | 472 | 294 |
Operating lease right-of-use assets | 373 | 492 |
Total assets | 17,047 | 23,783 |
Current liabilities: | ||
Trade and other payables | 612 | 1,748 |
Accrued expenses and other current liabilities | 4,845 | 689 |
Operating lease liabilities, current | 163 | 113 |
Total current liabilities | 5,620 | 2,550 |
Operating lease liabilities, non-current | 210 | 408 |
Total liabilities | 5,830 | 2,958 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity: | ||
Common stock, $0.0001 par value – 100,000,000 shares authorized; 15,873,113 and 15,873,113 shares issued and outstanding at June 30, 2024 and 2023, respectively | 2 | 2 |
Preferred stock, $0.0001 par value per share, 10,000,000 shares authorized; no shares issued or outstanding at June 30, 2024 and 2023, respectively | ||
Additional paid-in capital | 125,218 | 116,290 |
Accumulated deficit | (110,671) | (92,212) |
Foreign currency translation reserve | (3,332) | (3,255) |
Total stockholders’ equity | 11,217 | 20,825 |
Total liabilities and stockholders’ equity | $ 17,047 | $ 23,783 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 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, shares outstanding | 15,873,113 | 15,873,113 |
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 - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||
Revenue from customers | $ 12 | |
Operating expenses: | ||
Research and development | (12,879) | (6,309) |
Acquisition of in-process research and development | (35,347) | |
General and administrative | (17,174) | (8,012) |
Total operating expenses | (30,053) | (49,668) |
Loss from operations | (30,041) | (49,668) |
Other income, net: | ||
R&D tax incentive | 11,434 | 683 |
Foreign exchange expense | (28) | (67) |
Interest income | 206 | 241 |
Total other income, net | 11,612 | 857 |
Loss before income tax expense | (18,429) | (48,811) |
Income tax expense | (30) | |
Net loss | (18,459) | (48,811) |
Other comprehensive loss: | ||
Currency translation adjustment, net of tax | (77) | (2,292) |
Total comprehensive loss | $ (18,536) | $ (51,103) |
Net loss per share: Basic (in Dollars per share) | $ (1.15) | $ (3.32) |
Weighted average number of shares outstanding, basic (in Shares) | 16,164,338 | 15,384,704 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||
Net loss per share, diluted | $ (1.15) | $ (3.32) |
Weighted average number of shares outstanding, diluted | 16,164,338 | 15,384,704 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders’ Equity (Deficit) - 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 | 1 | 1 | |||
Options exercised (in Shares) | 21 | ||||
Options issued to advisors | 476 | 476 | |||
Option placements | 71 | 71 | |||
Stock-based compensation | 2,148 | 2,148 | |||
Share placements | 8,830 | 8,830 | |||
Share placements (in Shares) | 634,146 | ||||
Share issued to advisors | 2,050 | 2,050 | |||
Share issued to advisors (in Shares) | 130,902 | ||||
Asset acquisition shares issued | $ 1 | 34,170 | 34,171 | ||
Asset acquisition shares issued (in Shares) | 2,181,695 | ||||
Issuance costs | (530) | (530) | |||
Net loss | (48,811) | (48,811) | |||
Currency translation adjustment, net of tax | (2,292) | (2,292) | |||
Balance at Jun. 30, 2023 | $ 2 | 116,290 | (92,212) | (3,255) | $ 20,825 |
Balance (in Shares) at Jun. 30, 2023 | 15,873,113 | 15,873,113 | |||
Options exercised | |||||
Options exercised (in Shares) | |||||
Stock-based compensation | 8,928 | $ 8,928 | |||
Shares issued to directors and employees | |||||
Shares issued to directors and employees (in Shares) | 1,769,719 | ||||
Share placements | |||||
Share placements (in Shares) | |||||
Asset acquisition shares issued | |||||
Asset acquisition shares issued (in Shares) | |||||
Issuance costs | |||||
Net loss | (18,459) | (18,459) | |||
Currency translation adjustment, net of tax | (77) | (77) | |||
Balance at Jun. 30, 2024 | $ 2 | $ 125,218 | $ (110,671) | $ (3,332) | $ 11,217 |
Balance (in Shares) at Jun. 30, 2024 | 17,642,832 | 15,873,113 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (18,459) | $ (48,811) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 103 | 88 |
Stock-based compensation expense | 8,928 | 2,149 |
Unrealized losses/(gains) on foreign currency remeasurement | 28 | |
Change in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 369 | (626) |
R&D tax incentive receivable | (9,837) | |
Trade and other payables | 3,023 | 1,104 |
Acquisition of in-process research and development | 35,347 | |
Net cash used in operating activities | (15,845) | (10,749) |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (277) | (316) |
Net cash used in investing activities | (277) | (316) |
Cash flows from financing activities: | ||
Proceeds from issuance of shares of common stock, net of issuance costs | 8,175 | |
Net cash provided by financing activities | 8,175 | |
Effect of exchange rate changes on cash and cash equivalents | (140) | (824) |
Net (decrease)/increase in cash and cash equivalents | (16,122) | (2,890) |
Cash and cash equivalents at beginning of period | 22,120 | 25,834 |
Cash and cash equivalents at end of period | $ 5,858 | $ 22,120 |
Redomiciliation and Business
Redomiciliation and Business | 12 Months Ended |
Jun. 30, 2024 | |
Redomiciliation and Business [Abstract] | |
Redomiciliation and Business | Note 1 – Redomiciliation and Business Incannex Healthcare Inc. (“Incannex”) is a corporation formed under the laws of the State of Delaware in July 2023. In November 2023, Incannex. acquired all the outstanding ordinary shares of Incannex Healthcare Limited, an Australian corporation (“Incannex Australia”), pursuant to a scheme of arrangement under Australian law. As a result of the redomiciliation, Incannex Australia became a wholly-owned subsidiary of Incannex, which is the new ultimate parent company. Until the redomiciliation, 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 the Nasdaq Global Market. Following completion of the redomiciliation, Incannex Australia’s ordinary shares were delisted from the ASX and Incannex assumed Incannex Australia’s listing on the Nasdaq Global Market. Pursuant to the redomiciliation, holders of Incannex Australia’s ordinary shares received one share of common stock in Incannex for every 100 ordinary shares held in Incannex Australia and holders of ADSs in Incannex Australia received one share of common stock of Incannex 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 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 the Company’s 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 and the following wholly-owned subsidiaries: Subsidiary Jurisdiction Incannex Healthcare Pty Ltd 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 Description of Business The Company is a clinical-stage biopharmaceutical development company dedicated to developing innovative medicines for patients living with serious chronic diseases and significant unmet needs. The Company’s lead drug candidates, which are currently in Phase 2/3 and Phase 2 clinical developments, include IHL-42X for the treatment of obstructive sleep apnea (“OSA”); PSX-001, the Company’s psilocybin treatment in combination with psychological therapy in development to treat patients with generalized anxiety disorder (“GAD”); and IHL-675A for rheumatoid arthritis. Each of these programs target conditions that currently have limited, inadequate, or no approved pharmaceutical treatment options. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 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 – “Redomiciliation and Business.” The historical financial statements of Incannex Australia became the historical financial statements of the combined company upon consummation of the redomiciliation. As a result, the financial statements included in this report reflect (i) the historical operating results of Incannex Australia and subsidiaries prior to the redomiciliation; (ii) the combined results of the Company, Incannex Australia, and subsidiaries following the completion of the redomiciliation; 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, 2021. The Company’s consolidated financial statements included in this report have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. 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. Going concern basis The financial report has been prepared on the going concern basis, which assumes continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business. The Company has incurred total comprehensive losses of $18.5 million and $48.8 million for the fiscal years ended June 30, 2024 and 2023, respectively, and experienced net cash outflows from operating activities of $ 15. 8 As of June 30, 2024 and 2023, the Company had cash and cash equivalents of $5.9 million and $22.1 million, respectively, and current assets exceeded its current liabilities by $10.6 million and $21.2 million, respectively. The Company believes there is substantial doubt about our ability to obtain additional capital when and as needed to continue as a going concern as of the date of this The Company has not yet established an ongoing source of revenue sufficient to cover the Company’s operating and capital expenditure requirements to provide sufficient certainty that the Company will continue as a going concern Historically, the Company has financed its operations to date primarily through partnerships, funds received from public offerings of common stock, a debt financing facility, as well as funding from governmental bodies. The Company plans to address this condition through the sale of common stock in public offerings and/or private placements, debt financings, or through other capital sources, including collaborations with other companies or other strategic transactions, but there is no assurance these plans will be completed successfully or at all. Presentation of Financial Statements - Going Concern Based on the Company’s unrestricted cash and cash equivalents as of June 30, 2024, the Company anticipates that it will be able to fund its planned operating expenses and capital expenditure requirements into December 2024. The Company’s independent auditor also included in its audit report, which is part of this Annual Report, a going concern opinion raising substantial doubt about the Company’s ability to continue as a going concern. This substantial doubt as to the Company’s ability to continue as a going concern may adversely impact its ability to obtain any additional financing the Company may need to continue its business operations and may materially and adversely affect its ability to enter into contractual relations with third parties. Uncertainty about the Company’s ability to continue as a going concern could materially and adversely affect its liquidity, financial condition and business prospects. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Details of all controlled entities are set out in Note 1 – “Redomiciliation and Business.” 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 (“R&D”) expense, R&D 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, drug 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 R&D 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 June 30, 2024 and 2023, all deposit in banks 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 is 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: ● Machinery 10-15 years ● Vehicles 3-5 years ● Furniture, fittings and equipment 3-8 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 a long-lived asset 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 fiscal years ended June 30, 2024 and 2023, the Company did not record any 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 R&D 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 R&D of the use of psychedelic medicine and therapies. 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. Revenue Recognition The Company recognizes revenue to depict the transfer of goods and services to clients in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods and services by applying the following steps: ● Identify the contract with a client; ● Identify the performance obligations in the contract; ● Determine the transaction price; ● Allocate the transaction price to the performance obligations; and ● Recognize revenue when, or as, the Company satisfies a performance obligation. Revenue may be earned over time as the performance obligations are satisfied or at a point in time which is when the entity has earned a right to payment, the customer has possession of the asset and the related significant risks and rewards of ownership, and the customer has accepted the asset. The Company’s arrangements with clients can include multiple performance obligations. When contracts involve various performance obligations, the Company evaluates whether each performance obligation is distinct and should be accounted for as a separate unit of accounting under ASC 606—Revenue from Contracts with Customers (“ASC 606”), Revenue from Contracts with Customers. The Company determines the standalone selling price by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include discounting practices, the size and volume of our transactions, our marketing strategy, historical sales, and contract prices. The determination of standalone selling prices is made through consultation with and approval by management, taking into consideration our go-to-market strategy. As the Company’s go-to-market strategies evolve, the Company may modify its pricing practices in the future, which could result in changes in relative standalone selling prices. The Company disaggregates revenue from contracts with customers based on the categories that most closely depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The Company receives payment from its clients after invoicing within the normal 28-day commercial terms. If a client is specifically identified as a credit risk, recognition of revenue is stopped except to the extent of fees that have already been collected. R&D Costs R&D costs are expensed as incurred. Research and development consist of salaries, benefits and other personnel related costs including equity-based compensation expense, laboratory supplies, preclinical studies, clinical trials and related clinical manufacturing costs, costs related to manufacturing preparations, fees paid to other entities to conduct certain R&D 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 R&D 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 R&D activities conducted by third-party service providers, which include the conduct of preclinical studies and clinical trials, and contract manufacturing activities. The Company records the estimated costs of R&D 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 R&D 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, the acquired set is not deemed to be a business and is instead accounted for as an asset acquisition. If this is not the case, the Company further evaluates whether the acquired set includes, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. If so, the Company concludes that the acquired set is a business. 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 fiscal 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 acquired set 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 in-process research and development (“IPR&D”) that has no alternative use. The Company determined that drug candidates pertaining to APIRx had no alternative future use at the time of acquisition and charged $35.3 million, including transaction costs of $2.43 million, to the acquisition of IPR&D expense as of the date of acquisition. Stock-based compensation The Company accounts for stock-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 stock-based payments including stock options. The fair value method requires the Company to estimate the fair value of stock-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. Stock-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 – “Stock-based payments” for a discussion of the relevant assumptions. Benefit from R&D 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. 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 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: June 30, June 30, Exchange rate on balance sheet dates USD: AUD Exchange Rate 0.6624 0.6630 Average exchange rate for the period USD: AUD Exchange Rate 0.6556 0.6764 Income tax The Company is governed by Australia 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 holders of common stock 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 shares of common stock 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 share issuances, including unvested restricted shares and outstanding options. Because the Company has reported net losses since inception, these potential issuances of common stock 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 fiscal years ended June 30, 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 | 12 Months Ended |
Jun. 30, 2024 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
Prepaid expenses and other current assets | Note 3 – Prepaid expenses and other current assets June 30, June 30, (in thousands) Prepayments 1 329 686 GST recoverable 178 191 Total other assets 507 877 1 Prepayments consist of prepaid clinical trial insurances, prepaid R&D expenditure relating to PSX-001 and IHL-675A clinical trials and scientific, marketing, and adverting subscription services. |
R&D Tax Incentive Receivable
R&D Tax Incentive Receivable | 12 Months Ended |
Jun. 30, 2024 | |
R&D Tax Incentive Receivable [Abstract] | |
R&D tax incentive receivable | Note 4 – R&D tax incentive receivable June 30, June 30, (in thousands) R&D tax incentive receivable 9,837 - In the fiscal year ended June 30, 2024, 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. This change in estimate resulted in an increase in R&D tax incentive receivable by approximately $9.8 million in the fiscal year ended June 30, 2024. This change also resulted in an increase to other income of approximately $10.8 million. |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment, Net [Abstract] | |
Property, Plant and Equipment, net | Note 5 – Property, Plant and Equipment, net June 30, June 30, (in thousands) Furniture, fittings and equipment 598 157 Assets under construction - 160 Total property, plant and equipment, gross 598 317 Accumulated depreciation and amortization (126 ) (23 ) Total property, plant and equipment, net $ 472 $ 294 Depreciation expense is recorded within general and administrative expense in the Consolidated Statements of Operations and Comprehensive Loss and amounted to $103,000 and $23,000 for the fiscal years ended June 30, 2024 and 2023, respectively. |
Trade and Other Payables, Accru
Trade and Other Payables, Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Jun. 30, 2024 | |
Trade and Other Payables, Accrued Expenses and Other Current Liabilities [Abstract] | |
Trade and other payables, accrued expenses and other current liabilities | Note 6 – Trade and other payables, accrued expenses and other current liabilities June 30, June 30, (in thousands) Current liabilities Trade payables 527 1,748 Contract liabilities 85 - Total trade and other payables 612 1,748 Accrued expenses 4,512 426 Employee leave entitlements 333 263 Total accrued expenses and other current liabilities 4,845 689 Total trade and other payables, accrued expenses and other current liabilities 5,457 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 | 12 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Leases | Note 7 – Leases For the fiscal year ended June 30, 2023, the Company entered into three new lease agreements for its corporate head office in Sydney, office in Melbourne and Clarion Clinic site in Melbourne. 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: June 30, June 30, Lease term (years) 2.32 1.79 Discount rate 9.18 % 9.18 % The following table summarizes the lease costs pertaining to the Company’s operating leases: June 30, June 30, (in thousands) Operating lease cost 172 66 Cash paid for amounts included in the measurement of operating lease liabilities during the fiscal years ended June 30, 2024 and 2023 was $172,000 and $66,000, 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 June 30, 2024, (in thousands): Operating leases Amount June 30, 2025 103 June 30, 2026 166 June 30, 2027 181 June 30, 2028 38 Total minimum lease payments 488 Less amount representing interest 116 Total operating lease liabilities 372 As of June 30, 2024, the Company’s operating lease had a weighted-average remaining lease term of 2.32 years and a discount rate of 9.18%. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies [Abstarct] | |
Commitments and contingencies | Note 8 – 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 | 12 Months Ended |
Jun. 30, 2024 | |
Stockholder’s Equity/Issued Capital [Abstract] | |
Stockholder’s equity/Issued capital | Note 9 – Stockholder’s equity/Issued capital Common stock The Company has one class of common stock. In connection with the redomiciliation, the Company’s amended and restated certificate of incorporation became effective, which provides for the issuance of 100 million 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 redomiciliation. 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 fiscal year ended, $ No. of shares (in thousands, except per Opening balance 1 12,926,349 Issues of new shares – placements - 634,146 Issues of new shares – acquisition 1 2,181,695 Issues of new shares – employees and directors - - Exercise of options - 21 Shares in lieu of advisor fees - 130,902 Share issue costs - - Closing balance 2 15,873,113 For the fiscal year ended $ No. of shares Opening balance 2 15,873,113 Issues of new shares – placements - - Issues of new shares – acquisition - - Issues of new shares – employees and directors - 1,769,719 Exercise of options - - Shares in lieu of advisor fees - - Share issue costs - - Closing balance 2 17,642,832 |
Additional Paid-in Capital
Additional Paid-in Capital | 12 Months Ended |
Jun. 30, 2024 | |
Additional Paid-in Capital [Abstract] | |
Additional paid-in capital | Note 10 – Additional paid-in capital Additional paid-in capital: June 30, June 30, (in thousands, expect per Opening balance 116,290 69,074 Options issued to advisors 1 - 476 Issues of new options – placement - 71 Equity instruments issued to management and directors 2 8,928 2,149 Share placements 3 - 8,830 Share issued to advisors 5 - 2,050 Asset acquisition shares issued 4 - 34,170 Issuance costs 6 - (529 ) Ending balance 125,218 116,290 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 stock-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 $530,000 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 stock-based payments. |
General and Administration Expe
General and Administration Expenses | 12 Months Ended |
Jun. 30, 2024 | |
General and Administration Expenses [Abstract] | |
General and Administration expenses | Note 11 - General and Administration expenses June 30, June 30, (in thousands) Salaries, and other employee benefits (2,809 ) (2,352 ) Stock-based payments expense (8,928 ) (2,149 ) Depreciation expense (103 ) (88 ) Compliance, legal and regulatory (3,108 ) (1,774 ) Occupancy expenses (348 ) (84 ) Advertising and investor relations (1,055 ) (1,249 ) Other administration expenses (823 ) (316 ) Total general and administration expenses (17,174 ) (8,012 ) |
Stock-Based Payments
Stock-Based Payments | 12 Months Ended |
Jun. 30, 2024 | |
Stock-Based Payments [Abstract] | |
Stock-based payments | Note 12 – Stock-based payments June 30, June 30, (in thousands) Research and development - - General and administrative (8,928 ) (2,149 ) Total stock-based compensation expense (8,928 ) (2,149 ) Restricted stocks A summary of the changes in the Company’s restricted stock activity for the fiscal year ended June 30, 2024, are as follows: Numbers of Shares Weighted Average Grant Date Fair Value $ Unvested and Outstanding as of June 30, 2023 - - Granted 2,421,658 4.02 Vested 1,769,719 4.07 Forfeited - - Unvested and Outstanding as of June 30, 2024 651,939 3.91 Stock Options A summary of the changes in the Company’s stock options activity for the fiscal year ended June 30, 2024, are as follows: Number of Shares Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) ($) Outstanding as of June 30, 2023 633,508 24.37 1.38 149 Granted - - - - Exercised - - - - Cancelled or forfeited 398,500 22.96 - - Outstanding as of June 30, 2024 235,008 26.76 1.93 - Unvested as of June 30, 2024 19,335 23.18 3.73 - 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 June 30, 2024, there was $114,000 of unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted-average period of 0.72 years. Stock Options Valuation The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the stock options granted to employees and directors during the fiscal years ended June 30, 2024 and 2023, respectively, were as follow: June 30, 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 | 12 Months Ended |
Jun. 30, 2024 | |
Income Tax [Abstarct] | |
Income Tax | Note 13 - 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: June 30, June 30, (in thousands) Accounting loss before tax (18,415 ) (48,811 ) Income tax benefit at the applicable tax rate of 30% (5,525 ) (14,643 Non-deductible expenses 6,545 36,406 Non-assessable income (3,431 ) (206 ) Deferred tax assets not recognized 927 700 Income tax benefit (30 ) - Unrecognized Deferred Tax Asset Deferred tax asset not recognized in the financial statements: Unused tax losses 6,887 5,314 Net unrecognized tax benefit at 25% 7,813 6,014 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 June 30, 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 | 12 Months Ended |
Jun. 30, 2024 | |
Loss Per Share [Abstract] | |
Loss per share | Note 14 – Loss per share All stock and earnings per share amounts presented below reflect the impact of the redomiciliation as if it had taken effect on July 1, 2022. Basic and diluted net loss per share attributable to stockholders was calculated as follows: June 30, June 30, Basic and diluted loss per share (dollars per share) 114.67 332.17 The loss and weighted average number of shares of common stock used in the calculation of basic loss per share is as follows: 1.15 3.32 Total comprehensive loss for the year (in thousands) 18,536 51,103 - Weighted average number of shares of common stock (number) 16,164,338 15,384,704 The company notes that the diluted loss per share is the same as basic loss per share. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 15 –Related Party Transactions Transactions between related parties are on commercial terms and conditions, no more favourable than those available to other parties unless otherwise stated. There were no |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 – Subsequent Events Equity line of credit agreement with Arena Business Solutions Global SPC II, Ltd On September 6, 2024, the Company entered into an equity line of credit agreement (“ELOC Agreement”) with Arena Business Solutions Global SPC II, Ltd (“Arena Business”). Under the ELOC Agreement, the Company has the right to sell, and Arena Business has the obligation to buy, up to $50 million of the Company’s shares of common stock. The purchase price of the common stock is obtained by multiplying by 96% the daily volume weighted average price (“VWAP”) on the Nasdaq Global Market for the trading day specified in the sale notice (the same trading day or one trading day following such notice) delivered to Arena Business. The ELOC Agreement is effective for 36 months from its execution. As consideration for Arena Business Arena Business, (i) However, the Company may not sell common stock to Arena Business Arena Business Arena Business Arena Business Securities Purchase Agreement for issuance of convertible debentures to Arena Investors, LP On September 6, 2024, the Company entered into a Securities Purchase Agreement (the “September 2024 Purchase Agreement”) with Arena Investors, LP (“Arena Investors”). Under the September 2024 Purchase Agreement, the Company will issue secured convertible debentures (the “September 2024 Debentures”) in an aggregate principal amount of up to $10 million at an aggregate purchase price of up to $9 million, divided into three separate tranches that are each subject to closing conditions, with a 10% original issue discount. The conversion price of each September 2024 Debenture would be equal to 115% of the closing price of the Company’s common stock on the trading day preceding the date of the issuance of the September 2024 Note, subject to adjustments related to the trading price of the Company’s common stock on the Nasdaq Global Market. The Company and its subsidiaries, Incannex Healthcare Pty Ltd, Incannex Pty Ltd and Psychennex Pty Ltd, will grant senior security interests in all their tangible and intangible assets, except for certain R&D Australian tax incentives, which are subject to a subordinated security interest. The subsidiaries will also guarantee the September 2024 Debentures. As consideration for Arena Investors’ September 2024 September 2024 The Company must register the shares of common stock issuable upon conversion of the September 2024 Debenture and exercise of the September 2024 Debenture Warrant. However, the issuance of the shares of common stock underlying the September 2024 Debenture and the September 2024 Debenture Warrant are subject to stockholder approval to the extent such issuance would exceed 19.99% of the Company’s outstanding shares of common stock |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (18,459) | $ (48,811) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Jun. 30, 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 – “Redomiciliation and Business.” The historical financial statements of Incannex Australia became the historical financial statements of the combined company upon consummation of the redomiciliation. As a result, the financial statements included in this report reflect (i) the historical operating results of Incannex Australia and subsidiaries prior to the redomiciliation; (ii) the combined results of the Company, Incannex Australia, and subsidiaries following the completion of the redomiciliation; 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, 2021. The Company’s consolidated financial statements included in this report have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. 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. |
Going concern basis | Going concern basis The financial report has been prepared on the going concern basis, which assumes continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business. The Company has incurred total comprehensive losses of $18.5 million and $48.8 million for the fiscal years ended June 30, 2024 and 2023, respectively, and experienced net cash outflows from operating activities of $ 15. 8 As of June 30, 2024 and 2023, the Company had cash and cash equivalents of $5.9 million and $22.1 million, respectively, and current assets exceeded its current liabilities by $10.6 million and $21.2 million, respectively. The Company believes there is substantial doubt about our ability to obtain additional capital when and as needed to continue as a going concern as of the date of this The Company has not yet established an ongoing source of revenue sufficient to cover the Company’s operating and capital expenditure requirements to provide sufficient certainty that the Company will continue as a going concern Historically, the Company has financed its operations to date primarily through partnerships, funds received from public offerings of common stock, a debt financing facility, as well as funding from governmental bodies. The Company plans to address this condition through the sale of common stock in public offerings and/or private placements, debt financings, or through other capital sources, including collaborations with other companies or other strategic transactions, but there is no assurance these plans will be completed successfully or at all. Presentation of Financial Statements - Going Concern Based on the Company’s unrestricted cash and cash equivalents as of June 30, 2024, the Company anticipates that it will be able to fund its planned operating expenses and capital expenditure requirements into December 2024. The Company’s independent auditor also included in its audit report, which is part of this Annual Report, a going concern opinion raising substantial doubt about the Company’s ability to continue as a going concern. This substantial doubt as to the Company’s ability to continue as a going concern may adversely impact its ability to obtain any additional financing the Company may need to continue its business operations and may materially and adversely affect its ability to enter into contractual relations with third parties. Uncertainty about the Company’s ability to continue as a going concern could materially and adversely affect its liquidity, financial condition and business prospects. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Details of all controlled entities are set out in Note 1 – “Redomiciliation and Business.” 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 (“R&D”) expense, R&D 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, drug 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 R&D 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 June 30, 2024 and 2023, all deposit in banks 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 is 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: ● Machinery 10-15 years ● Vehicles 3-5 years ● Furniture, fittings and equipment 3-8 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 a long-lived asset 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 fiscal years ended June 30, 2024 and 2023, the Company did not record any 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 R&D 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 R&D of the use of psychedelic medicine and therapies. 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. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue to depict the transfer of goods and services to clients in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods and services by applying the following steps: ● Identify the contract with a client; ● Identify the performance obligations in the contract; ● Determine the transaction price; ● Allocate the transaction price to the performance obligations; and ● Recognize revenue when, or as, the Company satisfies a performance obligation. Revenue may be earned over time as the performance obligations are satisfied or at a point in time which is when the entity has earned a right to payment, the customer has possession of the asset and the related significant risks and rewards of ownership, and the customer has accepted the asset. The Company’s arrangements with clients can include multiple performance obligations. When contracts involve various performance obligations, the Company evaluates whether each performance obligation is distinct and should be accounted for as a separate unit of accounting under ASC 606—Revenue from Contracts with Customers (“ASC 606”), Revenue from Contracts with Customers. The Company determines the standalone selling price by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include discounting practices, the size and volume of our transactions, our marketing strategy, historical sales, and contract prices. The determination of standalone selling prices is made through consultation with and approval by management, taking into consideration our go-to-market strategy. As the Company’s go-to-market strategies evolve, the Company may modify its pricing practices in the future, which could result in changes in relative standalone selling prices. The Company disaggregates revenue from contracts with customers based on the categories that most closely depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The Company receives payment from its clients after invoicing within the normal 28-day commercial terms. If a client is specifically identified as a credit risk, recognition of revenue is stopped except to the extent of fees that have already been collected. |
R&D Costs | R&D Costs R&D costs are expensed as incurred. Research and development consist of salaries, benefits and other personnel related costs including equity-based compensation expense, laboratory supplies, preclinical studies, clinical trials and related clinical manufacturing costs, costs related to manufacturing preparations, fees paid to other entities to conduct certain R&D 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 R&D 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 R&D activities conducted by third-party service providers, which include the conduct of preclinical studies and clinical trials, and contract manufacturing activities. The Company records the estimated costs of R&D 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 R&D 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, the acquired set is not deemed to be a business and is instead accounted for as an asset acquisition. If this is not the case, the Company further evaluates whether the acquired set includes, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. If so, the Company concludes that the acquired set is a business. 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 fiscal 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 acquired set 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 in-process research and development (“IPR&D”) that has no alternative use. The Company determined that drug candidates pertaining to APIRx had no alternative future use at the time of acquisition and charged $35.3 million, including transaction costs of $2.43 million, to the acquisition of IPR&D expense as of the date of acquisition. |
Stock-based compensation | Stock-based compensation The Company accounts for stock-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 stock-based payments including stock options. The fair value method requires the Company to estimate the fair value of stock-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. Stock-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 – “Stock-based payments” for a discussion of the relevant assumptions. |
Benefit from R&D Tax Incentive | Benefit from R&D 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. |
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 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: June 30, June 30, Exchange rate on balance sheet dates USD: AUD Exchange Rate 0.6624 0.6630 Average exchange rate for the period USD: AUD Exchange Rate 0.6556 0.6764 |
Income tax | Income tax The Company is governed by Australia 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 holders of common stock | Net loss per share attributable to holders of common stock 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 shares of common stock 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 share issuances, including unvested restricted shares and outstanding options. Because the Company has reported net losses since inception, these potential issuances of common stock 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 fiscal years ended June 30, 2024 and 2023, the only component of accumulated other comprehensive loss is foreign currency translation adjustment. |
Redomiciliation and Business (T
Redomiciliation and Business (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Redomiciliation 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 and the following wholly-owned subsidiaries: Subsidiary Jurisdiction Incannex Healthcare Pty Ltd 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) | 12 Months Ended |
Jun. 30, 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: June 30, June 30, Exchange rate on balance sheet dates USD: AUD Exchange Rate 0.6624 0.6630 Average exchange rate for the period USD: AUD Exchange Rate 0.6556 0.6764 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | June 30, June 30, (in thousands) Prepayments 1 329 686 GST recoverable 178 191 Total other assets 507 877 1 Prepayments consist of prepaid clinical trial insurances, prepaid R&D expenditure relating to PSX-001 and IHL-675A clinical trials and scientific, marketing, and adverting subscription services. |
R&D Tax Incentive Receivable (T
R&D Tax Incentive Receivable (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
R&D Tax Incentive Receivable [Abstract] | |
Schedule of R&D Tax Incentive Receivable | June 30, June 30, (in thousands) R&D tax incentive receivable 9,837 - |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment, Net [Abstract] | |
Schedule of Property, Plant and Equipment, Net | June 30, June 30, (in thousands) Furniture, fittings and equipment 598 157 Assets under construction - 160 Total property, plant and equipment, gross 598 317 Accumulated depreciation and amortization (126 ) (23 ) Total property, plant and equipment, net $ 472 $ 294 |
Trade and Other Payables, Acc_2
Trade and Other Payables, Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Trade and Other Payables, Accrued Expenses and Other Current Liabilities [Abstract] | |
Schedule of Trade and Other Payables, Accrued Expenses and Other Current Liabilities | June 30, June 30, (in thousands) Current liabilities Trade payables 527 1,748 Contract liabilities 85 - Total trade and other payables 612 1,748 Accrued expenses 4,512 426 Employee leave entitlements 333 263 Total accrued expenses and other current liabilities 4,845 689 Total trade and other payables, accrued expenses and other current liabilities 5,457 2,437 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jun. 30, 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: June 30, June 30, Lease term (years) 2.32 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 June 30, June 30, (in thousands) Operating lease cost 172 66 |
Schedule of Future Minimum Lease Payments | The following table summarizes the future minimum lease payments due under operating leases as of June 30, 2024, (in thousands): Operating leases Amount June 30, 2025 103 June 30, 2026 166 June 30, 2027 181 June 30, 2028 38 Total minimum lease payments 488 Less amount representing interest 116 Total operating lease liabilities 372 |
Stockholder's Equity_Issued C_2
Stockholder's Equity/Issued Capital (Tables) | 12 Months Ended |
Jun. 30, 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 fiscal year ended, $ No. of shares (in thousands, except per Opening balance 1 12,926,349 Issues of new shares – placements - 634,146 Issues of new shares – acquisition 1 2,181,695 Issues of new shares – employees and directors - - Exercise of options - 21 Shares in lieu of advisor fees - 130,902 Share issue costs - - Closing balance 2 15,873,113 For the fiscal year ended $ No. of shares Opening balance 2 15,873,113 Issues of new shares – placements - - Issues of new shares – acquisition - - Issues of new shares – employees and directors - 1,769,719 Exercise of options - - Shares in lieu of advisor fees - - Share issue costs - - Closing balance 2 17,642,832 |
Additional Paid-in Capital (Tab
Additional Paid-in Capital (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Additional Paid-in Capital [Abstract] | |
Schedule of Additional Paid-in Capital | Additional paid-in capital: June 30, June 30, (in thousands, expect per Opening balance 116,290 69,074 Options issued to advisors 1 - 476 Issues of new options – placement - 71 Equity instruments issued to management and directors 2 8,928 2,149 Share placements 3 - 8,830 Share issued to advisors 5 - 2,050 Asset acquisition shares issued 4 - 34,170 Issuance costs 6 - (529 ) Ending balance 125,218 116,290 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 stock-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 $530,000 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) | 12 Months Ended |
Jun. 30, 2024 | |
General and Administration Expenses [Abstract] | |
Schedule of General and Administration Expenses | June 30, June 30, (in thousands) Salaries, and other employee benefits (2,809 ) (2,352 ) Stock-based payments expense (8,928 ) (2,149 ) Depreciation expense (103 ) (88 ) Compliance, legal and regulatory (3,108 ) (1,774 ) Occupancy expenses (348 ) (84 ) Advertising and investor relations (1,055 ) (1,249 ) Other administration expenses (823 ) (316 ) Total general and administration expenses (17,174 ) (8,012 ) |
Stock-Based Payments (Tables)
Stock-Based Payments (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Stock-Based Payments [Abstract] | |
Schedule of Share-Based Compensation Expense | June 30, June 30, (in thousands) Research and development - - General and administrative (8,928 ) (2,149 ) Total stock-based compensation expense (8,928 ) (2,149 ) |
Schedule of Restricted Stock | A summary of the changes in the Company’s restricted stock activity for the fiscal year ended June 30, 2024, are as follows: Numbers of Shares Weighted Average Grant Date Fair Value $ Unvested and Outstanding as of June 30, 2023 - - Granted 2,421,658 4.02 Vested 1,769,719 4.07 Forfeited - - Unvested and Outstanding as of June 30, 2024 651,939 3.91 |
Schedule of Stock Options | A summary of the changes in the Company’s stock options activity for the fiscal year ended June 30, 2024, are as follows: Number of Shares Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) ($) Outstanding as of June 30, 2023 633,508 24.37 1.38 149 Granted - - - - Exercised - - - - Cancelled or forfeited 398,500 22.96 - - Outstanding as of June 30, 2024 235,008 26.76 1.93 - Unvested as of June 30, 2024 19,335 23.18 3.73 - |
Schedule of Weighted-Average Assumptions used Black-Scholes Option Pricing Model | The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the stock options granted to employees and directors during the fiscal years ended June 30, 2024 and 2023, respectively, were as follow: June 30, 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) | 12 Months Ended |
Jun. 30, 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: June 30, June 30, (in thousands) Accounting loss before tax (18,415 ) (48,811 ) Income tax benefit at the applicable tax rate of 30% (5,525 ) (14,643 Non-deductible expenses 6,545 36,406 Non-assessable income (3,431 ) (206 ) Deferred tax assets not recognized 927 700 Income tax benefit (30 ) - Unrecognized Deferred Tax Asset Deferred tax asset not recognized in the financial statements: Unused tax losses 6,887 5,314 Net unrecognized tax benefit at 25% 7,813 6,014 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Loss Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share Attributable to Shareholders | Basic and diluted net loss per share attributable to stockholders was calculated as follows: June 30, June 30, Basic and diluted loss per share (dollars per share) 114.67 332.17 The loss and weighted average number of shares of common stock used in the calculation of basic loss per share is as follows: 1.15 3.32 Total comprehensive loss for the year (in thousands) 18,536 51,103 - Weighted average number of shares of common stock (number) 16,164,338 15,384,704 |
Redomiciliation and Business (D
Redomiciliation and Business (Details) | Jun. 30, 2024 shares |
Incannex Australia [Member] | |
Re-domiciliation and Business [Line Items] | |
Number of ordinary shares traded | 25 |
Number of share received | 100 |
Incannex Healthcare Limited [Member] | |
Re-domiciliation and Business [Line Items] | |
Number of share received | 1 |
Common Stock [Member] | Incannex Australia [Member] | |
Re-domiciliation and Business [Line Items] | |
Number of share received | 1 |
American Depositary Shares [Member] | Incannex Australia [Member] | |
Re-domiciliation and Business [Line Items] | |
Number of share received | 4 |
Redomiciliation and Business _2
Redomiciliation and Business (Details) - Schedule of Consolidated Financial Statements | 12 Months Ended |
Jun. 30, 2024 | |
Incannex Healthcare Pty Ltd [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Jurisdiction | Victoria, Australia |
Incannex Pty Ltd [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Jurisdiction | Victoria, Australia |
Psychennex Pty Ltd [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Jurisdiction | Victoria, Australia |
APIRx Pharmaceutical USA, LLC [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Jurisdiction | Delaware |
APIRx Pharmaceuticals Holding BV [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Jurisdiction | IJsselstein, Netherlands |
Clarion Clinics Group Pty Ltd [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Jurisdiction | Victoria, Australia |
Clarion Model Clinic Pty Ltd [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Jurisdiction | Victoria, Australia |
Psychennex Licensing and Franchising Pty Ltd [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Jurisdiction | Victoria, Australia |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||
Net loss after tax | $ (18,459) | $ (48,811) |
Net cash outflows from operating activities | (15,845) | (10,749) |
Cash and cash equivalents | 5,858 | 22,120 |
Working capital | 10,600 | $ 21,200 |
Acquisition charged costs | 35,300 | |
Transaction cost | $ 2,430 | |
Minimum [Member] | Machinery [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, fittings and equipment [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||
Estimated useful lives | 3 years | |
Maximum [Member] | Machinery [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, fittings and equipment [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 | Jun. 30, 2024 | Jun. 30, 2023 |
Exchange rate [Member] | ||
Schedule of Exchange Rate of Relevant Currencies [Line Items] | ||
Exchange rate | 0.6624 | 0.663 |
Average exchange rate [Member] | ||
Schedule of Exchange Rate of Relevant Currencies [Line Items] | ||
Exchange rate | 0.6556 | 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 | Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule of Prepaid Expenses and Other Current Assets [Abstract] | |||
Prepayments | [1] | $ 329 | $ 686 |
GST recoverable | 178 | 191 | |
Total other assets | $ 507 | $ 877 | |
[1] Prepayments consist of prepaid clinical trial insurances, prepaid R&D expenditure relating to PSX-001 and IHL-675A clinical trials and scientific, marketing, and adverting subscription services. |
R&D Tax Incentive Receivable (D
R&D Tax Incentive Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
R&D Tax Incentive Receivable [Abstract] | ||
Increase in R&D tax incentive receivable | $ 9,837 | |
Increase in other income | $ 10,800 |
R&D Tax Incentive Receivable _2
R&D Tax Incentive Receivable (Details) - Schedule of R&D Tax Incentive Receivable - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Schedule of R&D Tax Incentive Receivable [Abstract] | ||
R&D tax incentive receivable | $ 9,837 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Property, Plant and Equipment, Net [Abstract] | ||
Depreciation expense | $ 103,000 | $ 23,000 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net (Details) - Schedule of Property, Plant and Equipment, Net - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Schedule of Property, Plant and Equipment, Net [Abstract] | ||
Furniture, fittings and equipment | $ 598 | $ 157 |
Assets under construction | 160 | |
Total property, plant and equipment, gross | 598 | 317 |
Accumulated depreciation and amortization | (126) | (23) |
Total property, plant and equipment, net | $ 472 | $ 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 | Jun. 30, 2024 | Jun. 30, 2023 |
Current liabilities | ||
Trade payables | $ 527 | $ 1,748 |
Contract liabilities | 85 | |
Total trade and other payables | 612 | 1,748 |
Accrued expenses | 4,512 | 426 |
Employee leave entitlements | 333 | 263 |
Total accrued expenses and other current liabilities | 4,845 | 689 |
Total trade and other payables, accrued expenses and other current liabilities | $ 5,457 | $ 2,437 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Leases [Abstract] | ||
Operating lease liabilities | $ 172,000 | $ 66,000 |
Weighted-average remaining lease term | 2 years 3 months 25 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 | Jun. 30, 2024 | Jun. 30, 2023 |
Schedule of Weighted-Average Remaining Lease Term and Discount Rates [Abstract] | ||
Lease term (years) | 2 years 3 months 25 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 | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule of Lease Costs [Abstract] | ||
Operating lease cost | $ 172 | $ 66 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Future Minimum Lease Payments $ in Thousands | Jun. 30, 2024 USD ($) |
Schedule of Future Minimum Lease Payments [Abstract] | |
June 30, 2025 | $ 103 |
June 30, 2026 | 166 |
June 30, 2027 | 181 |
June 30, 2028 | 38 |
Total minimum lease payments | 488 |
Less amount representing interest | 116 |
Total operating lease liabilities | $ 372 |
Stockholder's Equity_Issued C_3
Stockholder's Equity/Issued Capital (Details) - $ / shares | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Stockholder’s Equity/Issued Capital [Abstract] | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Vote per share | one |
Stockholder's Equity_Issued C_4
Stockholder's Equity/Issued Capital (Details) - Schedule of Consolidated Financial Statements - Common Stock [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule of Consolidated Financial Statements [Line Items] | ||
Balance | $ 2 | $ 1 |
Balance (in Shares) | 15,873,113 | 12,926,349 |
Issues of new shares – placements | ||
Issues of new shares – placements (in Shares) | 634,146 | |
Issues of new shares – acquisition | $ 1 | |
Issues of new shares – acquisition (in Shares) | 2,181,695 | |
Issues of new shares – employees and directors | ||
Issues of new shares – employees and directors (in Shares) | 1,769,719 | |
Exercise of options | ||
Exercise of options (in Shares) | 21 | |
Shares in lieu of advisor fees | ||
Shares in lieu of advisor fees (in Shares) | 130,902 | |
Share issue costs | ||
Balance | $ 2 | $ 2 |
Balance (in Shares) | 17,642,832 | 15,873,113 |
Additional Paid-in Capital (Det
Additional Paid-in Capital (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Aug. 31, 2022 | Jun. 30, 2023 | |
Additional Paid-in Capital [Line Items] | |||
Proceeds from private placement (in Dollars) | $ 8,830 | ||
Issuance costs (in Dollars) | $ 530 | ||
Ryba LLC [Member] | |||
Additional Paid-in Capital [Line Items] | |||
Stock issued | 9,000,000 | ||
Share issued to advisors | 130,902 | ||
APIRx Pharmaceuticals [Member] | |||
Additional Paid-in Capital [Line Items] | |||
Acquisition shares issued | 2,181,695 | ||
Bell Potter [Member] | |||
Additional Paid-in Capital [Line Items] | |||
Issuance costs (in Dollars) | $ 530,000 | ||
Private Placement [Member] | |||
Additional Paid-in Capital [Line Items] | |||
Stock issued | 634,146 | ||
Proceeds from private placement (in Dollars) | $ 8,830 |
Additional Paid-in Capital (D_2
Additional Paid-in Capital (Details) - Schedule of Additional Paid-in Capital - Incannex Australia [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | ||
Additional Paid-in Capital [Line Items] | |||
Opening balance | $ 116,290 | $ 69,074 | |
Options issued to advisors | [1] | 476 | |
Issues of new options – placement | 71 | ||
Equity instruments issued to management and directors | [2] | 8,928 | 2,149 |
Share placements | [3] | 8,830 | |
Share issued to advisors | [4] | 2,050 | |
Asset acquisition shares issued | [5] | 34,170 | |
Issuance costs | [6] | (529) | |
Ending balance | $ 125,218 | $ 116,290 | |
[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 stock-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 $530,000 to Bell Potter, as placement agent, for its services leading the private placement completed that month. |
General and Administration Ex_3
General and Administration Expenses (Details) - Schedule of General and Administration Expenses - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule of General and Administration Expenses [Abstract] | ||
Salaries, and other employee benefits | $ (2,809) | $ (2,352) |
Stock-based payments expense | (8,928) | (2,149) |
Depreciation expense | (103) | (88) |
Compliance, legal and regulatory | (3,108) | (1,774) |
Occupancy expenses | (348) | (84) |
Advertising and investor relations | (1,055) | (1,249) |
Other administration expenses | (823) | (316) |
Total general and administration expenses | $ (17,174) | $ (8,012) |
Stock-Based Payments (Details)
Stock-Based Payments (Details) $ in Thousands | 12 Months Ended |
Jun. 30, 2024 USD ($) | |
Stock-Based Payments [Abstract] | |
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 114,000 |
Weighted-average period | 8 months 19 days |
Stock-Based Payments (Details)
Stock-Based Payments (Details) - Schedule of Share-Based Compensation Expense - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule of Share-Based Compensation Expense [Line Items] | ||
Total stock-based compensation expense | $ (8,928) | $ (2,149) |
Research and development [Member] | ||
Schedule of Share-Based Compensation Expense [Line Items] | ||
Total stock-based compensation expense | ||
General and administrative [Member] | ||
Schedule of Share-Based Compensation Expense [Line Items] | ||
Total stock-based compensation expense | $ (8,928) | $ (2,149) |
Stock-Based Payments (Details_2
Stock-Based Payments (Details) - Schedule of Restricted Stock - Restricted Stock [Member] | 12 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Schedule of Restricted Stock [Line Items] | |
Numbers of Shares, Unvested and Outstanding Beginning | shares | |
Weighted Average Grant Date Fair Value, Unvested and Outstanding Beginning | $ / shares | |
Numbers of Shares, Granted | shares | 2,421,658 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 4.02 |
Numbers of Shares, Vested | shares | 1,769,719 |
Weighted Average Grant Date Fair Value,Vested | $ / shares | $ 4.07 |
Numbers of Shares, Forfeited | shares | |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | |
Numbers of Shares, Unvested and Outstanding Ending | shares | 651,939 |
Weighted Average Grant Date Fair Value, Unvested and Outstanding Ending | $ / shares | $ 3.91 |
Stock-Based Payments (Details_3
Stock-Based Payments (Details) - Schedule of Stock Options - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2024 | |
Schedule of Stock Options [Line Items] | ||
Number of Shares, Outstanding, balance | 633,508 | 235,008 |
Weighted Average Exercise Price, Outstanding balance (in Dollars per share) | $ 24.37 | $ 26.76 |
Weighted Average Remaining Contractual Term, Outstanding balance | 1 year 4 months 17 days | 1 year 11 months 4 days |
Aggregate Intrinsic Value (in thousands), Outstanding balance (in Dollars) | $ 149 | |
Number of Shares, Unvested as of June 30, 2024 | 19,335 | |
Weighted Average Exercise Price, Unvested as of June 30, 2024 (in Dollars per share) | $ 23.18 | |
Weighted Average Remaining Contractual Term, Unvested as of June 30, 2024 | 3 years 8 months 23 days | |
Aggregate Intrinsic Value (in thousands), Unvested as of June 30, 2024 (in Dollars) | ||
Number of Shares, Granted | ||
Weighted Average Exercise Price, Granted (in Dollars per share) | ||
Weighted Average Remaining Contractual Term, Granted | ||
Aggregate Intrinsic Value (in thousands), Granted (in Dollars) | ||
Number of Shares, Exercised | ||
Weighted Average Exercise Price, Exercised (in Dollars per share) | ||
Weighted Average Remaining Contractual Term, Exercised | ||
Aggregate Intrinsic Value (in thousands), Exercised (in Dollars) | ||
Number of Shares, Cancelled or forfeited | 398,500 | |
Weighted Average Exercise Price, Cancelled or forfeited (in Dollars per share) | $ 22.96 | |
Weighted Average Remaining Contractual Term, Cancelled or forfeited | ||
Aggregate Intrinsic Value (in thousands), Cancelled or forfeited (in Dollars) |
Stock-Based Payments (Details_4
Stock-Based Payments (Details) - Schedule of Weighted-Average Assumptions used Black-Scholes Option Pricing Model - $ / shares | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule of Weighted-Average Assumptions used Black-Scholes Option Pricing Model [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 | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule of Pre-Tax Accounting Loss from Operations [Abstract] | ||
Accounting loss before tax | $ (18,415) | $ (48,811) |
Income tax benefit at the applicable tax rate of 30% | (5,525) | 14,643 |
Non-deductible expenses | 6,545 | 36,406 |
Non-assessable income | (3,431) | (206) |
Deferred tax assets not recognized | 927 | 700 |
Income tax benefit | (30) | |
Unused tax losses | 6,887 | 5,314 |
Net unrecognized tax benefit at 25% | $ 7,813 | $ 6,014 |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of Pre-Tax Accounting Loss from Operations (Parentheticals) | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule of Pre-Tax Accounting Loss from Operations [Abstract] | ||
Income tax rate | 30% | 30% |
Tax benefit percentage | 25% | 25% |
Loss Per Share (Details) - Sche
Loss Per Share (Details) - Schedule of Basic and Diluted Net Loss Per Share Attributable to Shareholders - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule of Basic and Diluted Net Loss Per Share Attributable to Shareholders [Abstract] | ||
Basic loss per share (dollars per share) | $ 114.67 | $ 332.17 |
The loss and weighted average number of shares of common stock used in the calculation of basic loss per share is as follows: | $ 1.15 | $ 3.32 |
Total comprehensive loss for the year (in thousands) (in Dollars) | $ 18,536 | $ 51,103 |
Weighted average number of shares of common stock (number) (in Shares) | 16,164,338 | 15,384,704 |
Loss Per Share (Details) - Sc_2
Loss Per Share (Details) - Schedule of Basic and Diluted Net Loss Per Share Attributable to Shareholders (Parentheticals) - $ / shares | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule of Basic and Diluted Net Loss Per Share Attributable to Shareholders [Abstract] | ||
Diluted loss per share (dollars per share) | $ 114.67 | $ 332.17 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jun. 30, 2024 | Jun. 30, 2023 |
Related Party [Member] | ||
Related Party Transactions [Line Items] | ||
Payable to any related parties |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Sep. 30, 2024 | Sep. 06, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 29, 2023 | |
Subsequent Events [Line Items] | |||||
Shares of common stock (in Dollars) | $ 8,830 | ||||
Public float (in Dollars) | $ 64,000 | ||||
Aggregate purchase price (in Dollars) | $ 9,000 | ||||
ELOC Agreement [Member] | |||||
Subsequent Events [Line Items] | |||||
Outstanding shares of common stock percentage | 9.99% | ||||
Arena Investors, LP [Member] | |||||
Subsequent Events [Line Items] | |||||
Exercise price percentage | 19.99% | ||||
Baby Shelf [Member] | |||||
Subsequent Events [Line Items] | |||||
Public float (in Dollars) | $ 75,000 | ||||
Forecast [Member] | |||||
Subsequent Events [Line Items] | |||||
Purchase price of the common stock percentage | 96% | ||||
Exercise price percentage | 115% | ||||
Secured convertible debentures (in Dollars) | $ 10,000 | ||||
Issue discount percentage | 10% | ||||
Conversion price percentage | 115% | ||||
Principal amount percentage | 25% | ||||
Closing price of the common stock percentage | 115% | ||||
Warrant percentage | 115% | ||||
Issuance percentage | 19.99% | ||||
Forecast [Member] | Arena Business Solutions Global SPC II, Ltd [Member] | |||||
Subsequent Events [Line Items] | |||||
Shares of common stock (in Dollars) | $ 50,000 | ||||
Forecast [Member] | ELOC Agreement [Member] | |||||
Subsequent Events [Line Items] | |||||
Shares of common stock (in Shares) | 250,000 | ||||
Forecast [Member] | ELOC Warrant [Member] | |||||
Subsequent Events [Line Items] | |||||
Shares of common stock (in Shares) | 585,000 |