APIRx Pharmaceuticals B.V.

Incannex Healthcare Limited (ASX:IHL) entered into a term sheet with binding commercial terms to acquire APIRx Pharmaceuticals USA, LLC from its shareholders for $93.3 million on March 24, 2022. The consideration of $93.3 million is payable in the form scrip consideration at the 7-day volume-weighted-average-price immediately prior to the execution of the term sheet. Incannex Healthcare Limited entered into a share sale and purchase agreement to acquire APIRx Pharmaceuticals USA, LLC from its shareholders for $54.7 million on May 12, 2022. At completion of the proposed transaction, the sellers of APIRx will each be required to enter a voluntary escrow deed for the IHL shares to be issued as scrip consideration pursuant to which all the IHL shares issued to the sellers at completion will be subject to voluntary escrow for a period of 12 months following completion. George Anastassov and Lekhram Changoer will be employed by Incannex on a full-time basis following completion of the acquisition. APIRx will be entitled to nominate one board member to Incannex after completion of the proposed transaction. Completion of the proposed transaction is conditional upon the satisfaction of conditions precedent, including but not limited to Incannex having completed due diligence investigations to its satisfaction; Incannex obtaining any approvals or consents required in connection with the proposed transaction (including for the avoidance of any doubt any government, regulatory (including ASX, ASIC and Nasdaq) and shareholder approvals); acquisition of the entire issued share capital of APIRx Pharmaceuticals B.V (such that APIRx Pharmaceuticals B.V will be the wholly owned subsidiary of Incannex); acquisition of the pharmaceutical and non-pharmaceutical assets of the APIRx and APIRx Pharmaceuticals B.V; and the execution of the long-form transaction documents. David Schiavello and Lisa Marcus of Thomson Geer acted as legal advisor to the company in the transaction. Incannex Healthcare Limited (ASX:IHL) completed the acquisition of APIRx Pharmaceuticals USA, LLC from its shareholders on August 05, 2022.