Incannex Healthcare Inc 2024年度报告

FORM 10-K Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant computed by reference to the closing price of $2.12of the common stock on the Nasdaq Global Market as of December 31, 2024, was approximately $29.1 million. The calculation of the aggregate marketvalue of the common stock held by non-affiliates of the registrant excludes shares of common stock held by each officer, director and stockholder that theregistrant concluded were affiliates on that date. This determination of affiliate status is not necessarily a conclusive determination for other purposes. As of September 28, 2025, there were 347,705,507 shares of the registrant’s common stock issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE Certain information required to be disclosed in Part III of this report is incorporated by reference from certain filed portions of the registrant’s definitiveProxy Statement for the 2025 Annual Meeting of Stockholders, which proxy statement will be filed not later than 120 days after the end of the fiscal yearcovered by this Form 10-K. TABLE OF CONTENTS PART I1Item 1. Business1Item 1A. Risk Factors40Item 1B. Unresolved Staff Comments81Item 1C. Cybersecurity81Item 2. Properties83Item 3. Legal Proceedings83Item 4. Mine Safety Disclosures83PART II84Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities84Item 6. [Reserved]84Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations84Item 7A. Quantitative and Qualitative Disclosures About Market Risk91Item 8. Financial Statements and Supplementary DataF-1Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure92Item 9A. Controls and Procedures92Item 9B. Other Information93Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections93PART III94Item 10. Directors, Executive Officers and Corporate Governance94Item 11. Executive and Director Compensation94Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters94Item 13. Certain Relationships and Related Transactions, and Director Independence94Item 14. Principal Accountant Fees and Services94PART IV95Item 15.Exhibits and Financial Statement Schedule