Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on April 23, 2025, Incannex Healthcare Inc. (the "Company") received a written notice (the "Notice") from the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that, because the closing bid price for the Company's common stock, par value $0.0001 per share (the "Common Stock"), closed below $1.00 per share for 30 consecutive trading days, the Company no longer met the minimum bid price requirement for continued inclusion on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the "Bid Price Requirement").

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an initial period of 180 calendar days, or until October 20, 2025, to regain compliance with the Bid Price Requirement.

On July 10, 2025, the Company transferred the listing of its Common Stock from The Nasdaq Global Market to The Nasdaq Capital Market to meet the continued listing requirement for the market value of publicly held shares and all other initial listing standards, with the exception of the Bid Price Requirement.

On October 21, 2025, the Company received a letter from the Staff notifying that the Company is eligible for a second 180-day period, or until April 20, 2026 (the "Second Grace Period") to regain compliance with the Bid Price Requirement. According to the notification from Nasdaq, the Staff's determination was based on (i) the Company meeting the continued listing requirement for market value of its publicly held shares and all other Nasdaq initial listing standards, with the exception of the Bid Price Requirement, and (ii) the Company's written notice to Nasdaq of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. If at any time during this Second Grace Period, the closing bid price of the Common Stock is at least $1 per share for a minimum of 10 consecutive business days (which may be extended to 20 consecutive business days in the discretion of the Nasdaq staff), Nasdaq will provide the Company with written confirmation of compliance.

The letter has no immediate impact on the listing of the Common Stock, which will continue to be listed and traded on The Nasdaq Capital Market, subject to the Company's compliance with the other continued listing requirements of The Nasdaq Capital Market.

The Company remains committed to maintaining its listing on Nasdaq and is actively evaluating and pursuing all available options to regain compliance with the minimum bid price requirement within the prescribed timeframe.