Rimon Law advises Incannex Healthcare Limited on its re-domiciliation with listing on Nasdaq

Rimon Law has acted as US counsel to Incannex Healthcare Limited, an ASX-listed Australian clinical stage company that is developing medicinal cannabis pharmaceutical products and psychedelic medicine therapies, on its re-domiciliation to Delaware with a listing on Nasdaq.

Such a re-domiciliation involves an Australian statutory scheme of arrangement under which, following approval by shareholders and an Australian court, shareholders exchange their ASX-listed ordinary shares for shares of common stock in a new Delaware holding company that is listed on Nasdaq.

A change in domicile can result in improved access to capital in a market more cognizant of the company’s value proposition as well as better valuation, better trading liquidity and lower share price volatility.

For more than 20 months, Incannex had American Depositary Shares trading on Nasdaq. On the first day of trading on Nasdaq as a Delaware corporation on 30 November 2023, Incannex’s share price more than doubled from $3.88 to $7.99, with volume over 500,000 shares.

Sydney-based US Corporate Partner Andrew Reilly led the transaction with support from Corporate Associate Alberto Pacchioni in Sydney and US-based Partners Craig Tanner (incentive plan) and Roy Gillig (tax). Corporate paralegal Anne Mitzelfelt also assisted.

Speaking about the transaction, Mr Reilly commented:

“We are pleased to have acted as US counsel to Incannex on this important transaction as it seeks greater access to capital to develop its business. This is one of a number of transactions in which we have advised Australian companies seeking higher valuations and access to larger pools of capital. This transaction also demonstrates our leadership in such re-domiciliations as our team has advised on more than 10 such re-domiciliations over the past 20 years, including Piedmont Lithium in 2021. While some re-domiciled companies such as Incannex maintain a sole listing on Nasdaq, some new Delaware companies establish a secondary listing on ASX. To assist companies that wish to have a secondary listing on ASX following a re-domicilation with a primary listing on Nasdaq, we recently prepared the US Law Guide for US Companies on ASX, which is available on the ASX’s website.”

Read the press release on NASDAQ here

Read the US Law Guide for US Companies on ASX here

Rimon’s Securities and Capital Markets attorneys have decades of experience representing sponsors, issuers, investment banks, underwriters, and shareholders operating across a wide variety of industries in connection with major securities offerings as well as regulatory and compliance issues.  As a truly global firm, we have attorneys located in all the key international financial centers and have extensive experience representing our clients in cross-border capacities. Read more here.