SecProbe.io

<DOCUMENT>
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<TEXT>
 April 29, 2025

Joel Latham
Chief Executive Officer
Incannex Healthcare Inc.
Suite 105, 8 Century Circuit Northwest
NSW, 2153 Australia

 Re: Incannex Healthcare Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed March 18, 2025
 File No. 001-41106
Dear Joel Latham:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
cc: Jason Miller
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 INCANNEX HEALTHCARE INC.

 SUITE 105, 8 CENTURY CIRCUIT NORWEST,

 NSW 2153 AUSTRALIA

 April 24, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Jason Drory

 Re: Incannex Healthcare Inc.

 Registration Statement on Form S-1/A

 File No. 333 -286047
(the "Registration Statement")

 Acceleration Request

 Ladies and Gentlemen:

 In accordance with Rule 461 of Regulation C promulgated
under the Securities Act of 1933, as amended, Incannex Healthcare Inc. (the "Registrant") hereby respectfully requests that
the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement to Monday, April 28,
2025, at 4:01 p.m., Eastern Time, or as soon as thereafter practicable.

 The cooperation of the staff in meeting the timetable
described above is very much appreciated.

 Please contact Melanie Ruthrauff Levy or Jason
Miller of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, at (858) 314-1873 or (858) 314-2140, respectively,
with any questions regarding this request.

 Very truly yours,

 INCANNEX HEALTHCARE INC.

 /s/Joel Latham

 Joel Latham, Chief Executive Officer

 cc: Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

 Scott Stanton, Esq.

 Melanie Ruthrauff Levy, Esq.

 Jason Miller, Esq.

CORRESP
 1
 filename1.htm

 3580 Camel Mountain Road

 Suite 300

 San Diego, CA 92130

 858 314 1500

 mintz.com

 April 16, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Life Sciences

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549-3628

 Attn: Jason Drory

 Laura Crotty

 Re: Incannex Healthcare Inc.

 Registration Statement on Form S-3

 Filed March 24, 2025

 File No. 333-286047

 Dear Mr. Drory and Ms. Crotty:

 On behalf of Incannex Healthcare Inc. (the " Company "),
we are submitting this letter in response to the written comments of the staff (the " Staff ") of the Securities and
Exchange Commission (the " Commission "), dated April 2, 2025, with respect to the Company's Registration Statement
on Form S-3 filed with the Commission on March 24, 2025 (the " S-3 ") (File No. 333-286047). In conjunction with this
letter, the Company is filing a Pre-Effective Amendment No. 1 to Form S-3 on Form S-1 with the Commission (the " S-1 ").

 The Company understands that your review and comments
are intended to assist them in compliance with applicable disclosure requirements and to enhance the overall quality of the disclosure
in their filings. The Company shares these objectives and is responding to your comments with these goals in mind. Set forth below are
the heading and text of each comment, followed by the Company's response.

 Registration Statement on Form S-3 filed
March 24, 2025

 General

 1. Given the size and nature of the resale offering relative to the outstanding shares of common stock
held by non-affiliates, it appears that this transaction may be an indirect primary offering by or on behalf of the company. Please provide
us with your legal analysis as to why the transaction covered by the registration statement should be regarded as a secondary offering
that is eligible to be made on a delayed or continuous basis under Rule 415(a)(1)(i) of the Securities Act and registered on Form S-3.
For guidance, please refer to Question 612.09 of the Securities Act Rules Compliance and Disclosure Interpretations.

 Response :

 The Company respectfully acknowledges the Staff's
comment and has revised the Registration Statement to be on a Registration Statement on Form S-1.

 2. We note your references in your prospectus to an "alternative cashless exercise" feature
in the Series A Warrants. The term "cashless exercise" is generally understood to allow a warrant holder to exercise a warrant
without paying cash for the exercise price and reducing the number of shares receivable by the holder by an amount equal in value to the
aggregate exercise price the holder would otherwise pay to exercise the warrant(s). In cashless exercises, it is expected that the warrant
holder receives fewer shares than they would if they opted to pay the exercise price in cash. Please clarify your disclosure throughout
by removing the references to "alternative cashless exercise" and exclusively use the term "zero exercise price"
or another appropriate term that conveys that, in addition to the company receiving no cash upon the "alternative cashless exercise,"
the warrant holders would be entitled to receive more shares than they would under the cash exercise terms or the cashless exercise terms
of the warrants.

 April 16, 2025

 Page 2

 Response :

 The Company respectfully acknowledges the Staff's
comment and has revised these references using the term "zero exercise price" in the S-1 in accordance with the Staff's
comment.

 3. We note your disclosure here that you are only registering 54,397,715 shares of common stock issuable
upon exercise of the Series A Warrants. However, your preliminary proxy filed on March 18, 2025 indicates, "[i]f the Warrant Stockholder
Approval is not obtained, the Series A Warrants will not be exercisable." Please update your disclosure to state your Series A Warrants
are not currently exercisable or otherwise advise.

 Response :

 The Company respectfully acknowledges the Staff's
comment and has revised this disclosure on the cover page and pages 1, 5, 6, 12, and II-3 of the S-1 in accordance with the Staff's
comment.

 Prospectus Summary

 2025 Private Placement, page 1

 4. We note that your Series A Warrants contain an adjustment provision which is subject to a floor
price as well as an alternative cashless exercise provision. Please review and revise the disclosure here to provide investors, in
plain English, a clear and concise presentation of essential information about the material terms of the Series A Warrants. For example,
only, if accurate, please revise your disclosure to clarify the adjustment provision could result in the number of shares of common
stock underlying the warrants to increase as your stock price falls subject to the floor price, resulting in up to a tenfold increase
in the number of shares underlying the warrants from 11,574,090 shares to 115,740,900 shares. In addition, it appears the alternative
cashless exercise provision can be used in concert with the adjustment provision, compounding the potential dilution, resulting in an
additional three times the number of shares underlying the warrants, or 347,222,700 shares. Please clarify this point or otherwise
advise.

 April 16, 2025

 Page 3

 Response :

 The Company respectfully acknowledges the Staff's comment and
has revised this disclosure on pages 1-3 of the S-1 in accordance with the Staff's comment.

 Risk Factors, page 6

 5. We note you are registering for resale 65,971,805 shares of common stock and your disclosure on page
2 that you could potentially issue 347,222,700 shares of common stock, assuming the full alternative cashless exercise of the Series A
Warrants at the floor price. Given the nature of the offering, including the size of the shares you are registering for resale relative
to your number of outstanding shares, please add risk factors discussing risks associated with the downward pricing pressure
from the resale of these securities and the significant potential dilution from the alternative cashless exercise of the Series A Warrants.
The risk factor should disclose the maximum number of shares that may be issuable upon exercise of the warrants.

 Response :

 The Company respectfully acknowledges the Staff's
comment and the Company has added such risk factors to page 7 of the S-1.

 6. We note that your common stock has been trading at less than $1.00 since March 6, 2025. Please include
a risk factor describing the material risk that your common shares could be delisted by Nasdaq if you are unable to maintain a minimum
price of $1.00 per share.

 Response :

 The Company respectfully acknowledges the Staff's
comment and the Company has added such risk factors to page 6 of the S-1.

 7. Please include a risk factor addressing short-selling generally and indicate whether the Securities
Purchase Agreement relating to the March 10, 2025 private placement contains a prohibition against short sales between the date the private
placement closed and the date the related stockholder approvals are obtained.

 Response :

 The Company respectfully acknowledges the Staff's
comment and the Company has added such risk factors to page 7 of the S-1.

 April 16, 2025

 Page 4

 Use of Proceeds, page 9

 8. With reference to your disclosure on page 1, we note that (i) your Pre-Funded Warrants are exercisable
(in cash or by cashless exercise) for shares of Common Stock for a nominal exercise price of $0.0001 per Pre-Funded Warrant Share and
(ii) your Series A Warrants provide an alternative cashless exercise provision where you would not receive any cash proceeds from
the exercise. Accordingly, please supplement your disclosure here by discussing how these provisions may likely limit the amount of proceeds
you will receive from any exercise.

 Response :

 The Company respectfully acknowledges the Staff's comment and
has revised this disclosure on page 10 of the S-1 in accordance with the Staff's comment.

 * * *

 We hope that the foregoing has been responsive
to the Staff's comments. If you have any additional questions or comments related to this letter, please feel free to contact me
directly at MRLevy@mintz.com or 858-314-1873.

 Very truly yours,

 /s/ Melanie Ruthrauff Levy

 Melanie Ruthrauff Levy

 cc:
 Scott Stanton, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

 Jason Miller, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

 Joel Latham, Incannex Healthcare Inc.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 2, 2025

Joel Latham
Chief Executive Officer
Incannex Healthcare Inc.
Suite 105, 8 Century Circuit Northwest
NSW 2153 Australia

 Re: Incannex Healthcare Inc.
 Registration Statement on Form S-3
 Filed March 24, 2025
 File No. 333-286047
Dear Joel Latham:

 We have conducted a limited review of your registration statement and
have the
following comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-3 filed March 24, 2025
General

1. Given the size and nature of the resale offering relative to the
outstanding shares of
 common stock held by non-affiliates, it appears that this transaction
may be an
 indirect primary offering by or on behalf of the company. Please provide
us with your
 legal analysis as to why the transaction covered by the registration
statement should
 be regarded as a secondary offering that is eligible to be made on a
delayed or
 continuous basis under Rule 415(a)(1)(i) of the Securities Act and
registered on Form
 S-3. For guidance, please refer to Question 612.09 of the Securities Act
Rules
 Compliance and Disclosure Interpretations.
2. We note your references in your prospectus to an "alternative cashless
exercise"
 feature in the Series A Warrants. The term "cashless exercise" is
generally understood
 to allow a warrant holder to exercise a warrant without paying cash for
the exercise
 April 2, 2025
Page 2

 price and reducing the number of shares receivable by the holder by an
amount equal
 in value to the aggregate exercise price the holder would otherwise pay
to exercise the
 warrant(s). In cashless exercises, it is expected that the warrant
holder receives fewer
 shares than they would if they opted to pay the exercise price in cash.
Please clarify
 your disclosure throughout by removing the references to "alternative
cashless
 exercise" and exclusively use the term "zero exercise price" or another
appropriate
 term that conveys that, in addition to the company receiving no cash
upon the
 "alternative cashless exercise," the warrant holders would be entitled
to receive more
 shares than they would under the cash exercise terms or the cashless
exercise terms of
 the warrants.
3. We note your disclosure here that you are only registering 54,397,715
shares of
 common stock issuable upon exercise of the Series A Warrants. However,
your
 preliminary proxy filed on March 18, 2025 indicates, "[i]f the Warrant
Stockholder
 Approval is not obtained, the Series A Warrants will not be
exercisable." Please
 update your disclosure to state your Series A Warrants are not currently
exercisable or
 otherwise advise.
Prospectus Summary
2025 Private Placement, page 1

4. We note that your Series A Warrants contain an adjustment provision
which is subject
 to a floor price as well as an alternative cashless exercise provision.
Please review and
 revise the disclosure here to provide investors, in plain English, a
clear and concise
 presentation of essential information about the material terms of the
Series A
 Warrants. For example, only, if accurate, please revise your disclosure
to clarify the
 adjustment provision could result in the number of shares of common
stock
 underlying the warrants to increase as your stock price falls subject to
the floor price,
 resulting in up to a tenfold increase in the number of shares underlying
the warrants
 from 11,574,090 shares to 115,740,900 shares. In addition, it appears
the alternative
 cashless exercise provision can be used in concert with the adjustment
provision,
 compounding the potential dilution, resulting in an additional three
times the number
 of shares underlying the warrants, or 347,222,700 shares. Please clarify
this point or
 otherwise advise.
Risk Factors, page 6

5. We note you are registering for resale 65,971,805 shares of common stock
and your
 disclosure on page 2 that you could potentially issue 347,222,700 shares
of common
 stock, assuming the full alternative cashless exercise of the Series A
Warrants at the
 floor price. Given the nature of the offering, including the size of the
shares you are
 registering for resale relative to your number of outstanding shares,
please add risk
 factors discussing risks associated with the downward pricing pressure
from the resale
 of these securities and the significant potential dilution from the
alternative cashless
 exercise of the Series A Warrants. The risk factor should disclose the
maximum
 number of shares that may be issuable upon exercise of the warrants.
6. We note that your common stock has been trading at less than $1.00 since
March 6,
 2025. Please include a risk factor describing the material risk that
your common
 April 2, 2025
Page 3

 shares could be delisted by Nasdaq if you are unable to maintain a
minimum price of
 $1.00 per share.
7. Please include a risk factor addressing short-selling generally and
indicate whether the
 Securities Purchase Agreement relating to the March 10, 2025 private
placement
 contains a prohibition against short sales between the date the private
placement
 closed and the date the related stockholder approvals are obtained.
Use of Proceeds, page 9

8. With reference to your disclosure on page 1, we note that (i) your
Pre-Funded
 Warrants are exercisable (in cash or by cashless exercise) for shares of
Common
 Stock for a nominal exercise price of $0.0001 per Pre-Funded Warrant
Share and (ii)
 your Series A Warrants provide an alternative cashless exercise
provision where you
 would not receive any cash proceeds from the exercise. Accordingly,
please
 supplement your disclosure here by discussing how these provisions may
likely limit
 the amount of proceeds you will receive from any exercise.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Jason Drory at 202-551-8342 or Laura Crotty at
202-551-7614 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 2, 2025

Joel Latham
Chief Executive Officer
Incannex Healthcare Inc.
Suite 105, 8 Century Circuit Northwest
NSW 2153 Australia

 Re: Incannex Healthcare Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed March 18, 2025
 File No. 001-41106
Dear Joel Latham:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A
General

1. We note your references in your preliminary proxy statement to an
"alternative
 cashless exercise" feature in the Series A Warrants. The term "cashless
exercise" is
 generally understood to allow a warrant holder to exercise a warrant
without paying
 cash for the exercise price and reducing the number of shares receivable
by the holder
 by an amount equal in value to the aggregate exercise price the holder
would
 otherwise pay to exercise the warrant(s). In cashless exercises, it is
expected that the
 warrant holder receives fewer shares than they would if they opted to
pay the exercise
 price in cash. Please clarify your disclosure throughout by removing the
references to
 "alternative cashless exercise" and exclusively use the term "zero
exercise price" or
 another appropriate term that conveys that, in addition to the company
receiving no
 cash upon the "alternative cashless exercise," the warrant holders would
be entitled to
 receive more shares than they would under the cash exercise terms or the
cashless
 exercise terms of the warrants.
 April 2, 2025
Page 2
2. We note your disclosure on page 13 that if stockholders approve the
Issuance
 Proposal, assuming the full exercise of the Series A Warrants at the
floor price of
 $0.216, and assuming the Series A Warrants are exercised on an
alternative cashless
 exercise basis, an aggregate of approximately 347,222,700 additional
shares of
 common stock will be issued and the ownership interest of your existing
stockholders
 would be correspondingly reduced. In each instance in your proxy
statement where
 you describe Proposal 1, which is asking stockholders to approve the
issuance of the
 common stock underlying such warrants, please clarify the total number
of Series A
 Warrants that were issued and the total number of common stock that may
be issuable
 upon the exercise of those warrants, using the assumptions you disclose
on page 13.
3. Please highlight that the alternative cashless exercise provision
would allow a
 warrant holder to receive 3 shares of common stock without having to
make any
 exercise payment. Explain that as a result you do not expect to receive
any cash
 proceeds from the exercise of the Series A Warrants because, if true, it
is highly
 unlikely that a warrant holder would wish to pay an exercise price to
receive one share
 when they could choose the alternative cashless exercise option and pay
no money to
 receive 3 shares.
Proposal No. 1 APPROVAL OF THE ISSUANCE PROPOSAL, page 9

4. We note Section 4(a) of your Series A Form of Warrant, filed as Exhibit
4.1 to your
 March 10, 2025 Form 8-K, grants purchase rights to warrant holders.
Please revise
 your disclosure, where appropriate, to describe the material terms of
the purchase
 rights.
Required Approvals for the Exercise of the Series A Warrants, page 9

5. We note that you state you are seeking stockholder approval for certain
terms of the
 Series A Warrants. We further note your descriptions of the warrant
terms you are
 seeking approval for in bullets (a) through (e) reference a significant
number of
 defined terms contained in the Form of Series A Warrant Agreement.
Please review
 and revise the disclosure here to provide stockholders, in plain
English, a clear and
 concise presentation of essential information about the terms of the
Series A Warrants
 for which you are seeking stockholder approval. For example, only, if
accurate, please
 revise your disclosure to:
 1. Clarify that the adjustment provision set out in bullet (a) could
result in the
 number of shares of common stock underlying the warrants to
increase as your
 stock price falls subject to the floor price, resulting in up to a
tenfold increase in
 the number of shares underlying the warrants from 11,574,090 shares
to
 115,740,900 shares; and
 2. Clarify the alternative cashless exercise provision described
in bullet (d) could
 result in a warrant holder receiving three times the number of
shares underlying
 the warrants.
 Finally, it appears that these terms can be used in concert and the
potential dilution
 can therefore be compounded. Please clarify this point or otherwise
advise.
 April 2, 2025
Page 3
6. We note your Series A Voluntary Adjustment of Exercise Price is
[s]ubject to the
 rules and regulations of the Nasdaq Stock Market LLC. Please revise
your disclosure
 to explain the material rules and regulations of the Nasdaq Stock
Market LLC that
 may affect this provision.
Potential Adverse Effects of the Approval of the Warrant Stockholder Approval
Provisions,
page 13

7. We note your disclosure under the above listed heading that up to
approximately
 347,222,700 additional shares of common stock could be issued upon
cashless
 exercise of the Series A Warrants. In order to clarify the "substantial
dilution" that
 may be suffered if the Issuance Proposal is approved and implemented,
please revise
 this paragraph to put this figure in context by stating that as of March
12, 2025, the
 company had only 27,546,753 shares of common stock outstanding.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Jason Drory at 202-551-8342 or Laura Crotty at
202-551-7614 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Jason Miller
</TEXT>
</DOCUMENT>

CORRESP
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INCANNEX HEALTHCARE INC.

SUITE 105, 8 CENTURY CIRCUIT NORWEST,

NSW 2153 AUSTRALIA

December 4, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Doris Stacey Gama

Re: Incannex Healthcare Inc.

Registration Statement on Form S-1/A

File No. 333-283025
(the “Registration Statement”)

Acceleration Request

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C promulgated
under the Securities Act of 1933, as amended, Incannex Healthcare Inc. (the “Registrant”) hereby respectfully requests that
the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement to Friday, December
6, 2024, at 4:01 p.m., Eastern Time, or as soon as thereafter practicable.

The cooperation of the staff in meeting the timetable
described above is very much appreciated.

Please contact Melanie Ruthrauff Levy or Jason
Miller of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, at (858) 314-1873 or (858) 314-2140, respectively,
with any questions regarding this request.

    Very truly yours,

    INCANNEX HEALTHCARE INC.

    /s/Joel Latham

    Joel Latham, Chief Executive Officer

cc: Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Scott Stanton, Esq.

Melanie Ruthrauff Levy, Esq.

Jason Miller, Esq.

CORRESP
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filename1.htm

INCANNEX HEALTHCARE INC.

SUITE 105, 8 CENTURY CIRCUIT NORWEST,

NSW 2153 AUSTRALIA

November 20, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Doris Stacey Gama

Re: Incannex Healthcare Inc.

Registration Statement on Form S-3

File No. 333-283028
(the “Registration Statement”)

Acceleration Request

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C promulgated
under the Securities Act of 1933, as amended, Incannex Healthcare Inc. (the “Registrant”) hereby respectfully requests that
the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement to Friday, November
22, 2024, at 4:01 p.m., Eastern Time, or as soon as thereafter practicable.

The cooperation of the staff in meeting the timetable
described above is very much appreciated.

Please contact Melanie Ruthrauff Levy or Jason
Miller of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, at (858) 314-1873 or (858) 314-2140, respectively,
with any questions regarding this request.

    Very truly yours,

    INCANNEX HEALTHCARE INC.

    /s/Joel Latham

    Joel Latham, Chief Executive Officer

cc: Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Scott Stanton, Esq.

Melanie Ruthrauff Levy, Esq.

Jason Miller, Esq.

November 15, 2024
Joel Latham
Chief Executive Officer
Incannex Healthcare Inc.
Suite 105, 8 Century Circuit Norwest
NSW 2153 Australia
Re:Incannex Healthcare Inc.
Registration Statement on Form S-3
Filed November 6, 2024
File No. 333-283025
Dear Joel Latham:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3
General
1.We note your registration statement relates to the resale of shares to be issued under
an equity line financing arrangement. Securities Act Sections Compliance and
Disclosure Interpretations Question 139.13 states that in order for shares to be
registered on a resale basis under an equity line financing, the resale registration
statement must be on a form that the company is eligible to use for a primary offering.
Because the aggregate market value of your common equity held by non-
affiliates does not exceed the $75 million threshold specified in General Instruction
I.B.1 of Form S-3, it does not appear that the company is eligible to use Form S-3 for
a primary offering. Please provide us with an analysis supporting your determination
that the offering may be registered on Form S-3, or amend your registration statement
accordingly.

November 15, 2024
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Doris Stacey Gama at 202-551-3188 or Laura Crotty at 202-551-7614
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Jason Miller, Esq.

November 13, 2024
Joel Latham
Chief Executive Officer
Incannex Healthcare Inc.
Suite 105, 8 Century Circuit Norwest
NSW 2153 Australia
Re:Incannex Healthcare Inc.
Registration Statement on Form S-3
Filed November 6, 2024
File No. 333-283028
Dear Joel Latham:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Jason Miller, Esq.

CORRESP
1
filename1.htm

Incannex Healthcare Limited

Suite 105, 8 Century Circuit

Norwest, NSW 2153

Australia

March 9, 2023

via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Incannex Healthcare Limited

Registration Statement on Form F-3

Filed: March 2, 2023

Securities Act File No. 333-270218

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, Incannex Healthcare Limited (the “Registrant”) hereby respectfully requests acceleration of its Registration
Statement on Form F-3 (File No. 333-270218), filed on March 2, 2023, so that it will become effective at
10:00 a.m. (Eastern time) on March 13, 2023, or as soon as practicable thereafter.

If you have any questions, or require any
additional information, please do not hesitate to email Andrew Reilly, the Registrant’s outside counsel, at andrew.reilly@rimonlaw.com.

The Registrant hereby acknowledges that, if
the Securities and Exchange Commission (or its staff, acting pursuant to delegated authority) (the “Commission”) declares
the filing effective, such action:

 (i) does
not foreclose the Commission from taking any action with respect to the filing;

 (ii) does
not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    (iii)

    may not be asserted by the Registrant as a defence in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    Incannex Healthcare Limited

    By:
    /s/ Joel Latham

    Joel Latham

    Chief Executive Officer and Managing Director

United States securities and exchange commission logo
March 8, 2023
Joel Latham
Managing Director & CEO
Incannex Healthcare Ltd
Suite 105, 8 Century Circuit
Norwest, NSW 2153, Australia
Re:Incannex Healthcare Ltd
Registration Statement on Form F-3
Filed March 2, 2023
File No. 333-270218
Dear Joel Latham:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Arzhang Navai at 202-551-4676 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Andrew Reilly

CORRESP
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February 23, 2022

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Julie Sherman

    Al Pavot

    Jordan Nimitz

    Christopher Edwards

    RE:
    Incannex Healthcare Limited

    Registration Statement on Form 20-F

    File No 001-41106

Ladies and Gentlemen:

The undersigned registrant hereby requests
that the effectiveness of the above captioned Registration Statement on Form 20-F, initially filed with the U.S. Securities and Exchange
Commission on January 25, 2022, as thereafter amended, be accelerated so that it will be made effective at 9:00 a.m. Eastern Time on February
25, 2022, or as soon thereafter as practicable, pursuant to Section 12(d) and Rule 12d1-1 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”).

The undersigned registrant hereby requests
accelerated effectiveness in connection with the completion of the registration of the undersigned registrant’s ordinary shares
as represented by American Depositary Shares, under Section 12(b) of the Exchange Act, and planned listing on the Nasdaq Capital Market.

Once the Registration Statement has been declared
effective, please confirm it with our counsel, Rimôn Law Pty Ltd, by emailing Andrew Reilly at andrew.reilly@rimonlaw.com.

    Very truly yours,

    Incannex Healthcare Limited

    By:
    /s/ Joel Latham

    Joel Latham

    Chief Executive Officer and

Managing Director

CORRESP
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February 22, 2022

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

 Attention: Al Pavot

Julie Sherman

Jordan Nimitz

Christopher Edwards

 Re: Incannex Healthcare Ltd

Registration Statement on Form 20-F

Filing date January 25, 2022

File No. 001-41106

Ladies and Gentlemen:

On behalf of Incannex Healthcare Limited (the “Company”),
we are providing this letter in response to comments (the “Comments”) received from the staff of the U.S. Securities
and Exchange Commission’s Division of Corporation Finance (the “Staff”) by letter dated February 18, 2022 with
respect to the Company’s Registration Statement on Form 20-F that was filed on January 25, 2022.

Set forth below is the Company’s response to
the Comments, which for your convenience we have incorporated into this response letter. Capitalized terms used in this response letter
but not otherwise defined in this response letter shall have the meanings set forth in the Registration Statement.

Form 20FR12B filed January 25, 2022

Financial Statements

Revenue Recognition, page F-8

 1. We noted from your disclosure on page 74 that your agreement with Cannvalate, a related party, gave you the right to distribute
cannabinoid oil products in Australia through Cannvalate’s network. Please tell us, and expand your revenue recognition policy to
explain, whether you recognized revenue on a gross or net basis in accordance with IFRS 15.

The Company earned revenue
from the sale of the cannabinoid oil products through Cannvalate under a distribution agreement (“Distribution Agreement”)
entered into with Cannvalate in March 2019 and terminated in June 2021. The Company recorded revenue from this contract on a gross basis
in compliance with IFRS 15. In particular, IFRS 15-B35B states, “When (or as) an entity that is a principal satisfies a performance
obligation, the entity recognizes revenue in the gross amount of consideration to which it expects to be entitled in exchange
for the specified good or service transferred.”

In instances where a contracted
entity arranges for a third-party to provide a good or a service for the entity’s customer, for revenue recognition purposes, it
must be determined as to which party is the principal entity and which is the agent entity. IFRS 15-B35A states that, “When another
party is involved in providing goods or services to a customer, an entity that is a principal obtains a good or another asset from the
other party that it then transfers to the customer.” Under the Distribution Agreement, Cannvalate agreed that it holds all product
as bailee of, and on trust for, the Company. Accordingly, Cannvalate does not obtain control of the goods at any point. This points to
the Company being the principal.

IFRS 15-B37 also states,
“Indicators that an entity controls the specified good or service before it is transferred to the customer and is therefore a
principal include the following:

(a) the entity is primarily responsible for
fulfilling the promise to provide the specified good or service. This typically includes responsibility for the acceptability of the specified
good or service (for example, primary responsibility for the good or service meeting customer specifications). If the entity is primarily
responsible for fulfilling the promise to provide the specified good or service, this may indicate that the other party involved in providing
the specified good or service is acting on the entity’s behalf.

The Company is primarily responsible
for fulfilling the medicinal cannabis products as the Company is responsible for the acceptability of the goods. This is an indicator
that the Company controls the goods and is acting as the principal.

(b) the entity has inventory risk before the
specified good or service has been transferred to a customer or after transfer of control to the customer (for example, if the customer
has a right of return). For example, if the entity obtains, or commits itself to obtain, the specified good or service before obtaining
a contract with a customer, that may indicate that the entity has the ability to direct the use of, and obtain substantially all of the
remaining benefits from, the good or service before it is transferred to the customer.

The Company bears the inventory and
credit risk before the products are transferred to the customer, as the Company must reimburse Cannvalate for items purchased that are
not sold customers. Section 4(h) of the Distribution Agreement states that Cannvalate does not have the ability to grant customers credit,
as that decision is controlled by the Company. Additionally, Section 7 of the Distribution Agreement, states, “Cannvalate agrees
that it holds all product as bailee of, and on trust for, the Company”. Therefore, title and ownership of the goods remains with
the Company when Cannvalate has physical possession. These factors are indicators that the Company controls the goods and is acting as
the principal.

(c) the entity has discretion in establishing
the price for the specified good or service. Establishing the price that the customer pays for the specified good or service may indicate
that the entity has the ability to direct the use of that good or service and obtain substantially all of the remaining benefits. However,
an agent can have discretion in establishing prices in some cases. For example, an agent may have some flexibility in setting prices in
order to generate additional revenue from its service of arranging for goods or services to be provided by other parties to customers.”

The retail price of the products is
agreed upon by both Cannvalate and the Company. This is not an indicator that either party controls the goods.

Based on the above analysis,
there are more indicators that the Company has control of the goods as opposed to Cannvalate. Accordingly, the Company is the principal
entity and Cannvalate is the agent. Thus, the Company recorded revenue from the Distribution Agreement on a gross basis in compliance
with IFRS 15.

As requested, the Company has expanded the disclosure
on its revenue recognition policy on page F-8 of its Amendment 1 to the Registration Statement to reflect this explanation.

*          *          *          *          *

We appreciate your consideration.

Please feel free to contact me on +61 2 9055 6965 (in your late afternoon
or early evening given the time zone difference with Sydney) or email andrew.reilly@rimonlaw.com.

    Very truly yours,

    /s/ Andrew Reilly

    Andrew Reilly

    Partner

United States securities and exchange commission logo
February 18, 2022
Joel Latham
Chief Executive Offier
Incannex Healthcare Ltd
Suite 15, Level 12, 401 Docklands Drive
Docklands 3008, Victoria
Australia
Re:Incannex Healthcare Ltd
Registration Statement filed on Form 20-F
Filed January 25, 2022
File No. 001-41106
Dear Mr. Latham:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Form 20FR12B filed January 25, 2022
Financial Statements
Revenue Recognition, page F-8
1.We noted from your disclosure on page 74 that your agreement with Cannvalate, a related
party, gave you the right to distribute cannabinoid oil products in Australia through
Cannvalate’s network. Please tell us, and expand your revenue recognition policy to
explain, whether you recognized revenue on a gross or net basis in accordance with IFRS
15.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameJoel Latham
 Comapany NameIncannex Healthcare Ltd
 February 18, 2022 Page 2
 FirstName LastName
Joel Latham
Incannex Healthcare Ltd
February 18, 2022
Page 2
            You may contact Al Pavot at 202-551-3768 or Julie Sherman at 202-551-3640 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jordan Nimitz at 202-551-5831 or Christopher Edwards at 202-551-6761 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Andrew Reilly, Esq.