Sec Form 3 Filing - Valentine Troy @ Incannex Healthcare Inc. - 2023-11-28

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Valentine Troy 2. Issuer Name and Ticker or Trading Symbol Incannex Healthcare Inc. [ IXHL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 105 / 8 CENTURY CIRCUIT 3. Date of Earliest Transaction (MM/DD/YY) 11/28/2023 (Street) NORWEST NEW SOUTH WALES,, C32153 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 29,250 D Common Stock 10,000 I By Mr. Valentine as the beneficiary of the GFCR Investments Trust Common Stock 30,000 I By Valplan Pty Ltd, a company of which Mr. Valentine is a director Common Stock 10,000 I By Tranaj Nominees Pty Ltd, a company of which Mr. Valentine is a director Common Stock 242,862 I By Alignment Capital Pty Ltd, a company of which Mr. Valentine is a director and major shareholder Common Stock 44,400 I By Cityside Pty Ltd, a company wholly-owned by Mr. Valentine

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 17.1 11/28/2023 07/01/2025 Common Stock, par value $0.0001 4,667 D Stock Option (right to buy) $ 20.39 11/28/2023 07/01/2026 Common Stock, par value $0.0001 4,667 D Stock Option (right to buy) ( 1 ) $ 23.02 ( 1 ) 07/01/2027 Common Stock, par value $0.0001 4,667 D Stock Option (right to buy) $ 17.1 11/28/2023 07/01/2026 Common Stock, par value $0.0001 4,667 D Stock Option (right to buy) ( 2 ) $ 20.39 ( 2 ) 07/01/2027 Common Stock, par value $0.0001 4,667 D Stock Option (right to buy) ( 3 ) $ 23.02 ( 3 ) 07/01/2028 Common Stock, par value $0.0001 4,667 D Stock Option (right to buy) $ 16.44 11/28/2023 04/30/2026 Common Stock, par value $0.0001 1,951 D Stock Option (right to buy) $ 16.44 11/28/2023 04/30/2026 Common Stock, par value $0.0001 1,917 I By Mr. Valentine as beneficiary of the GFCR Investments Trust managed Stock Option (right to buy) $ 16.44 11/28/2023 04/30/2026 Common Stock, par value $0.0001 2,000 I By Valplan Pty Ltd, a company of which Mr. Valentine is a director Stock Option (right to buy) $ 16.44 11/28/2023 04/30/2026 Common Stock, par value $0.0001 6,812 I By Tranaj Nominees Pty Ltd, a company of which Mr. Va lentine is a director Stock Option (right to buy) $ 16.44 11/28/2023 04/30/2026 Common Stock, par value $0.0001 8,797 I By Alignment Capital Pty Ltd, a company of which Mr. Valentine is a director and major shareholder Stock Option (right to buy) $ 16.44 11/28/2023 04/30/2026 Common Stock, par value $0.0001 2,960 I By Cityside Pty Ltd a company wholly-owned by Mr. Valentine

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Valentine Troy 105 / 8 CENTURY CIRCUIT NORWEST NEW SOUTH WALES,, C32153 X Signatures /s/ Troy Valentine 12/06/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Granted on November 28, 2023. Vesting to occur on June 30, 2024, provided Mr. Valentine is still a director on such date. ( 2 )Granted on November 28, 2023. Vesting to occur on June 30, 2024, provided Mr. Valentine is still a director on such date. ( 3 )Granted on November 28, 2023. Vesting to occur on June 30, 2025, provided Mr. Valentine is still a director on such date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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