As filed with the Securities and Exchange Commission on July 18,
2017
Registration Statement No.
333-190065
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
POST-EFFECTIVE AMENDMENT NO. 7
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INTELGENX TECHNOLOGIES
CORP.
(Exact Name of Registrant as Specified in its
Charter)
Delaware
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2834
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87-0638336
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(State or other jurisdiction of
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(Primary Standard Industrial
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(I.R.S. Employer
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incorporation or organization)
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Classification Code Number)
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Identification Number)
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6420 Abrams, Ville Saint Laurent
Quebec, H4S 1Y2
Canada
(514) 331-7440
(Address, including
zip code, and telephone number, including area code, of registrants principal executive offices)
Horst G. Zerbe
Chief Executive Officer
IntelGenx Technologies Corp.
6420 Abrams, Ville Saint
Laurent
Quebec, H4S 1Y2 Canada
(514)
331-7440
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
With Copies of Communications to:
Richard Raymer
Dorsey & Whitney LLP
TD Canada Trust Tower
Brookfield Place, 161 Bay Street,
Suite 4310
Toronto, Ontario M5J 2S1 Canada
Tel: (416)
367-7388
1
Approximate Date of Commencement of Proposed Sale to the
Public:
As soon as possible after this Registration Statement becomes
effective.
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended (the Securities Act), check the following
box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [
]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ]
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Accelerated
filer
[ ]
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Non-accelerated filer [ ]
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(Do not check if a smaller
reporting company)
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Smaller reporting company [X]
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Emerging growth company [ ]
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting provided to Section 7(a)(2)(B) of
the Securities Act. [ ]
The registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
The information in this prospectus is not complete and may
be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus
is not an offer to sell these securities and it is not soliciting an offer to
buy these securities in any state where the offer or sale is not permitted.
2
Subject to Completion, dated July 18, 2017
INTELGENX TECHNOLOGIES CORP.
Up to 7,231,123 shares of Common Stock issuable upon exercise
of 7,231,123 Warrants
This prospectus covers the sale and issuance of up to 7,231,123
shares of the common stock of IntelGenx Technologies Corp. (the Common Shares)
to holders of outstanding warrants, upon exercise of such warrants. The warrants
were issued on December 16, 2013 in a registered offering (the Original
Offering). The warrants have an exercise price of $0.5646 per share and are
exercisable at any time prior to the close of business on December 15, 2018 (the
Warrants). As of July 17, 2017, 2,946,765 Warrants have been exercised and
only 4,284,358 Warrants are eligible to be exercised under this prospectus. To
the extent that any additional Warrants are exercised for cash, we will receive
the cash proceeds from such exercise of up to a total potential of approximately
$2,418,949, based on the exercise price of $0.5646 per share.
The exercise price of the Warrants is subject to adjustment in
the case of stock splits, stock dividends, combinations of shares and similar
recapitalization transactions, and also upon any distributions to our
shareholders, business combinations, sale of substantially all assets and other
fundamental transactions. The exercise of the warrants is subject to certain
beneficial ownership and other limitations set forth in the warrants.
Our common stock is quoted on the OTCQX under the symbol IGXT
and on the TSX Venture Exchange (the TSX-V) under the symbol IGX. The
closing price of our common stock as quoted on the OTCQX on July 17, 2017 was
$0.96 and the closing price of our common stock on the TSX-V on July 17, 2017
was CAD $1.20. There is no trading market for the warrants and we do not intend
to list the warrants on any national securities exchange or quotation system.
Without an active market, the liquidity of the warrants will be limited.
Investing in our securities involves a high degree of risk and
the purchasers of the securities may lose their entire investment. See Risk
Factors beginning on page 6 of this prospectus and the risk factors described
in the documents incorporated by reference into this prospectus. You should
carefully read this prospectus, together with the documents incorporated by
reference, before you invest in our securities.
Neither the United States Securities and Exchange Commission
(the SEC) nor any state securities commission has approved or disapproved of
these securities or determined if this Prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this Prospectus is July 18, 2017
3
EXPLANATORY NOTE
This Post-Effective Amendment No. 7 to the Registration
Statement on Form S-1 (File No. 333-190065) (the Registration Statement) of
the Company is being filed pursuant to the undertakings in Item 17 of the
Registration Statement to update and supplement the information contained in the
Registration Statement, as originally declared effective by the Securities and
Exchange Commission on December 11, 2013, to include the information contained
in the Companys Annual Report on Form 10-K for the fiscal year ended December
31, 2016 (the Annual Report) which was filed with the SEC on March 28, 2017
and the Company Quarterly Report on Form 10-Q for the quarter ended March 31,
2017 (the Quarterly Report), which was filed with the SEC on May 11, 2017
The information included in this filing updates and supplements
this Registration Statement and the Prospectus contained therein.
No additional securities are being registered under this
Post-Effective Amendment No. 7. All applicable registration fees were paid at
the time of the original filing of the Registration Statement.
PROSPECTUS SUMMARY
This summary highlights selected information contained
elsewhere in this prospectus. To fully understand this offering, you should read
the entire prospectus carefully, including the more detailed information
regarding our company, the risks of purchasing our common stock discussed under
"risk factors," and our financial statements and the accompanying notes. In this
prospectus, the words "Company," "IntelGenx" "we," "us," and "our," refer
collectively to IntelGenx Technologies Corp. and IntelGenx Corp., our
wholly-owned Canadian subsidiary.
All amounts are US$ unless otherwise indicated. Unless
otherwise indicated, the term "year," "fiscal year" or "fiscal" refers to our
fiscal year ending December 31
st
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Corporate History
Our predecessor company, Big Flash Corporation, was
incorporated in Delaware on July 27, 1999. On April 28, 2006, Big Flash
Corporation, through its Canadian holding corporation, completed the acquisition
of IntelGenx Corp., a Canadian company incorporated on June 15, 2003. Big Flash
Corporation did not have any operations prior to the acquisition of IntelGenx
Corp. In connection with the acquisition, we changed our name from Big Flash
Corporation to IntelGenx Technologies Corp. IntelGenx Corp. has continued
operations as our operating subsidiary.
Our Business
We are a drug delivery company established in 2003 and
headquartered in Montreal, Quebec, Canada. Our focus is on the development of
novel oral immediate-release and controlled-release products for the
pharmaceutical market. More recently, we have made the strategic decision to
enter the oral film market and are in the process of implementing commercial
oral film manufacturing capability. This enables us to offer our partners a
comprehensive portfolio of pharmaceutical services, including pharmaceutical
R&D, clinical monitoring, regulatory support, tech transfer and
manufacturing scale-up, and commercial manufacturing.
Our business strategy is to develop pharmaceutical products
based on our proprietary drug delivery technologies and, once the viability of a
product has been demonstrated, to license the commercial rights to partners in
the pharmaceutical industry. In certain cases, we rely upon partners in the
pharmaceutical industry to fund development of the licensed products, complete
the regulatory approval process with the U.S. Food and Drug Administration
(FDA) or other regulatory agencies relating to the licensed products, and
assume responsibility for marketing and distributing such products.
In addition, we may choose to pursue the development of certain
products until the project reaches the marketing and distribution stage. We will
assess the potential for successful development of a product and associated
costs, and then determine at which stage it is most prudent to seek a
partner, balancing such costs against the potential for additional returns
earned by partnering later in the development process.
4
Managing our project pipeline is a key success factor for the
Company. We have undertaken a strategy under which we will work with
pharmaceutical companies in order to apply our oral film technology to
pharmaceutical products for which patent protection is nearing expiration, a
strategy which is often referred to as lifecycle management. Under
§(505)(b)(2) of the Food, Drug, and Cosmetics Act, the FDA may grant market
exclusivity for a term of up to three years of exclusivity following approval of
a listed drug that contains previously approved active ingredients but is
approved in a new dosage, dosage form, route of administration or combination.
The 505(b)(2) pathway is also the regulatory approach to be
followed if an applicant intends to file an application for a product containing
a drug that is already approved by the FDA for a certain indication and for
which the applicant is seeking approval for a new indication or for a new use,
the approval of which is required to be supported by new clinical trials, other
than bioavailability studies. We have implemented a strategy under which we
actively look for such so-called repurposing opportunities and determine
whether our proprietary VersaFilm technology adds value to the product. We
currently have two such drug repurposing projects in our development pipeline.
We continue to develop the existing products in our pipeline
and may also perform research and development on other potential products as
opportunities arise.
We have established a state-of-the-art manufacturing facility
with the intent to manufacture all our VersaFilm products in-house as we
believe that this:
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1)
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represents a profitable business opportunity,
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2)
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will reduce our dependency upon third-party contract
manufacturers, thereby protecting our manufacturing process know-how and
intellectual property, and
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3)
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allows us to offer our clients and development partners a
full service from product conception through to supply of the finished
product.
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Our Offices and Other Corporate Information
Our executive offices are located at 6420 Abrams, Ville
Saint-Laurent, Quebec, H4S 1Y2, Canada, and our telephone number is (514)
331-7440. Our web site address is
http://www.IntelGenx.com
. Information
contained on our web site is not a part of this prospectus.
THE OFFERING
Securities offered:
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Up to 7,231,123 shares of common stock issuable
upon exercise of warrants (1).
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Common stock outstanding prior to the offering:
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65,422,020 shares (2)
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Common stock to be outstanding after the offering:
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71,036,378 shares, assuming full exercise of
the Warrants (3)
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Use of proceeds:
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We intend to use the net proceeds from this
offering for working capital and other general corporate purposes. See
Use of Proceeds on page 8.
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OTCQX Ticker Symbol:
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IGXT
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TSX Venture Exchange Symbol:
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IGX
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Listing:
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Our common stock is quoted on the OTCQX under
the symbol IGXT and on the TSX Venture Exchange under the
symbol IGX. There is no trading market for the Warrants and we do not
intend to list the Warrants on any national securities exchange or
quotation system. Without an active market, the liquidity of the Warrants
is limited.
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Risk Factors
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See Risk Factors beginning on page 6 and other
information in this prospectus for a discussion of the factors you should
consider before you decide to exercise Warrants.
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5
(1)
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As of March 31, 2017, a total of 5,614,358 Warrants
remained outstanding
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(2)
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As of March 31, 2017
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(3)
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Assumes the exercise of all of the warrants. The number
of shares of common stock shown above to be outstanding after this
offering is based on 65,422,020 shares outstanding as of March 31, 2017
and excludes, as of that date:
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2,960,000 shares of common stock issuable upon exercise
of outstanding stock options, at a weighted average exercise price of
$0.63 per share;
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5,614,358 additional shares of common stock reserved for
issuance under a warrant agreement at an exercise price of $0.5646 per
share; and
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1,938,954 additional shares of common stock reserved for
future issuance under our amended and restated 2016 option plans.
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RISK FACTORS
Our business faces many risks. Any of the risks discussed
below, or elsewhere in this report or in our other filings with the SEC, could
have a material impact on our business, financial condition, or results of
operations.
You should carefully consider the risks described under the
heading, "Risk Factors", in our most recent Annual Report on Form 10-K for the
fiscal year ended December 31, 2016 which are incorporated by reference into
this prospectus before making an investment decision. You should also refer to
the other information in this prospectus or incorporated by reference into this
prospectus, including our financial statements and the related notes thereto.
The risks and uncertainties described in this prospectus or incorporated by
reference into this prospectus are not the only risks and uncertainties we face.
Additional risks and uncertainties not presently known to us or that we
currently deem immaterial also may impair our business operations. If any of the
risks described actually occur, our business, results of operations and
financial condition could suffer. In that event the trading price of our common
shares could decline. The risks described also include forward looking
statements and our actual results may differ substantially from those discussed
in these forward-looking statements.
Risks Relating To the Offering
We will have broad discretion as to the use of the net
proceeds from this offering, and we may not use the proceeds effectively.
Our management will have broad discretion as to the application
of the net proceeds. Our stockholders may not agree with the manner in which our
management chooses to allocate and spend the net proceeds. Moreover, our
management may use some of the net proceeds for corporate purposes that may not
increase our market value or profitability.
You will experience immediate and substantial dilution as a
result of this offering and may experience additional dilution in the
future.
6
You will incur immediate and substantial dilution as a result
of this offering. After giving effect to the sale of 5,614,358 Common Shares in
this offering (which is the number of Common Shares that can be issued based on
the number of Warrants outstanding as of March 31, 2017) at an exercise price of
$0.5646 per common share, you will suffer immediate and substantial dilution of
approximately $0.45 per share in the net tangible book value of the common stock
you acquire. See Dilution below for a more detailed discussion of the dilution
you will incur if you purchase securities in this offering.
There is no public market for the Warrants.
There is no established public trading market for the Warrants,
and we do not expect a market to develop. In addition, we do not intend to apply
for listing the Warrants on any securities exchange or quotation system. Without
an active market, the liquidity of the warrants will be limited.
Our common stock is not listed on a national securities
exchange, and U.S. holders of Warrants may not be able to exercise their
warrants without compliance with applicable state securities laws and the value
of your warrants may be significantly reduced.
Our common stock is not listed on a national securities
exchange, and the exercise of the Warrants by U.S. holders may not be exempt
from state securities laws. As a result, depending on the state of residence of
a holder of the Warrants, a U.S. holder may not be able to exercise its Warrants
unless we comply with any state securities law requirements necessary to permit
such exercise or an exemption applies. Although we plan to use our reasonable
efforts to assure that U.S. holders will be able to exercise their Warrants
under applicable state securities laws if no exemption exists, there is no
assurance that we will be able to do so. As a result, since our common stock is
not listed on a national securities exchange, your ability to exercise your
Warrants may be limited. The value of the Warrants may be significantly reduced
if U.S. holders are not able to exercise their Warrants under applicable state
securities laws.
The Warrants may not have any value.
The Warrants have an exercise price of $0.5646 per share and
expire 60 months following the issuance date. In the event our common stock
price does not exceed the exercise price of the Warrants during the period when
the Warrants are exercisable, the Warrants may not have any value.
Holders of our Warrants will have no rights as common
stockholders until they acquire our common stock.
Until warrant holders acquire shares of our common stock upon
exercise of the warrants, the warrant holders will have no rights with respect
to our common stock. Upon exercise of your Warrants, you will be entitled to
exercise the rights of a common stockholder only as to matters for which the
record date occurs after the exercise date.
We may sell additional securities immediately.
Pursuant to the terms of the engagement letter with the
placement agent dated October 10, 2013, as amended on December 3, 2013, and the
securities purchase agreement, we agreed not to offer or sell any securities
until August 1, 2014, subject to certain exceptions. The restriction to sell
securities has ended and we may elect to sell additional securities which could
adversely affect the trading market for and the price of our common stock. The
sale of additional securities will dilute the ownership interest of investors
purchasing securities in this offering.
There must be a current prospectus and state registration in
order for you to exercise the Warrants.
Investors will be able to exercise the Warrants only if a
current prospectus relating to the common stock underlying the Warrants is then
in effect and only if such securities are qualified for sale or exempt from
qualification under the applicable securities laws of the states in which the
various holders of Warrants reside. Although we will use our best efforts to (i)
maintain the effectiveness of a current prospectus covering the Common Stock
underlying the Warrants and (ii) obtain exemptions from the registration
requirements of the securities laws of the states in which the holders of the
Warrants reside, there can be no assurance that we will be able to do so. We
will be unable to issue Common Shares to those persons desiring to exercise
their Warrants if a current prospectus is not kept effective or if such Common
Shares are neither qualified nor exempt from qualification in the states in
which the holders of the Warrants reside.
7
USE OF PROCEEDS
We will not receive any amounts pursuant to this offering
unless the Warrants are exercised. Assuming the exercise of all the outstanding
Warrants as of July 17, 2017 at an exercise price of $0.5646, we estimate that
the gross proceeds to us will be approximately $2,418,949,. We cannot predict
when or if the warrants will be exercised, and it is possible that the warrants
may expire and never be exercised.
To the extent we receive cash proceeds from the exercise of
Warrants, we intend to use such proceeds for working capital and other general
corporate purposes. We cannot anticipate the timing or amount of any cash
exercises of the warrants, if at all, and accordingly cannot specify with
certainty the particular uses of the cash proceeds from this offering.
DETERMINATION OF OFFERING PRICE
The purchase price of the shares of Common Shares offered
hereby is determined by reference to the exercise price of the Warrants. The
price per Warrant was determined based upon arms length negotiations between
the purchasers of Common Shares in the Original Offering and us.
DILUTION
The difference between the purchase price per share of the
common stock issuable under the Warrants and the pro forma net tangible book
value per share of our common stock after this offering constitutes the dilution
to purchasers in this offering.
Net tangible book value per share is equal to total assets less
intangible assets and total liabilities, divided by the number of shares of our
outstanding common stock. Our net tangible book value as of March 31, 2017 was
approximately $5 million, or $0.08 per share of common stock. The information
below assumes all of the Warrants are exercised.
After giving effect to the exercise of 5,614,358 Warrants at an
exercise price of $0.5646, our adjusted net tangible book value as of March 31,
2017 would have been approximately $8 million, or $0.11 per share. This
represents an immediate increase in net tangible book value of $0.03 per share
to existing stockholders and an immediate dilution in net tangible book value of
$0.45 per share to investors exercising their Warrants. The following table
illustrates this per share dilution:
Assumed public offering price per unit
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$
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0.5646
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Net tangible book value per share as of March 31, 2017
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$
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0.08
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Increase per share attributable to new
investors
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$
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0.03
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As adjusted net tangible book value per share after this
offering
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$
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0.11
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Dilution per share to new investors
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$
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0.45
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The number of shares of our common stock to be outstanding
after this offering is based on 65,422,020 shares outstanding as of March 31,
2017 and excludes, as of that date:
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2,960,000 shares of common stock issuable upon exercise of outstanding
stock options, at a weighted average exercise price of $0.63 per share;
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5,614,358 additional shares of common stock reserved for issuance under a
warrant agreement at an exercise price of $0.5646 per share; and
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1,938,954 additional shares of common stock reserved for future issuance
under our amended and restated 2016 option plans;
Item 7. Selling Shareholders
Not applicable.
Item 8. Plan of Distribution
PLAN OF DISTRIBUTION
Pursuant to the terms of the Warrants, Common Shares will be
distributed to those holders who properly exercise and remit the payment of the
exercise price.
The Common Shares being offered consist solely of up to
7,231,123 Common Shares that may be issued upon exercise of Warrants. The
Warrants were sold in our registered offering of units which consisted of Common
Shares and Warrants that closed on December 16, 2013. As of July 17, 2017,
2,946,765 Warrants have been exercised and only 4,284,358 Warrants are eligible
to be exercised under this prospectus.
We will sell and issue the Common Shares directly to the
applicable warrant holder upon proper exercise in accordance with the terms of
the Warrants, following delivery to us a duly executed exercise notice
accompanied by payment in full for the number of shares of our common stock
purchased upon such exercise.
We previously engaged a placement agent pursuant to an
engagement letter dated October 10, 2013, as amended on December 3, 2013, to
solicit offers to purchase the Common Shares and Warrants in connection with our
registered offering of Common Shares and Warrants. On December 16, 2013 we
closed the offering pursuant to the terms of a securities purchase agreement
with the purchasers. The placement agent did not purchase or sell any securities
in the registered offering.
We paid the placement agent a cash fee equal to six percent
(6%) of the gross proceeds from the sale of the Common Shares and Warrants in
the registered offering. Our expenses in the registered offering, in addition to
the aggregate fee of $210,000 to the placement agent, were approximately
$317,000, which included legal, accounting and various other fees associated
with registering the securities. After deducting the fee due to the placement
agent and our offering expenses, the net proceeds from the registered direct
offering were approximately $2,982,947 (not including any proceeds we might
receive upon exercise of the Warrants).
We are not obligated to pay the placement agent any additional
fee or compensation resulting from any future exercise of the Warrants.
We agreed to indemnify the placement agent against liabilities
under the Securities Act. We have also agreed to contribute to payments the
placement agent may be required to make in respect of such liabilities.
The placement agent may be deemed to be an underwriter within
the meaning of Section 2(a)(11) of the Securities Act, and any commissions
received by it and any profit realized on the resale of the units sold by it
while acting as a principal might be deemed to be underwriting discounts or
commissions under the Securities Act. As an underwriter, the placement agent
would be required to comply with the requirements of the Securities Act and the
Securities Exchange Act of 1934, as amended (the Exchange Act),
including, without limitation, Rule 415(a)(4) under the Securities Act and Rule
10b-5 and Regulation M under the Exchange Act. These rules and regulations may
limit the timing of purchases and sales of units by the placement agent acting
as a principal. Under these rules and regulations, the placement agent:
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must not engage in any stabilization activity in connection with our
securities; and
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must not bid for or purchase any of our securities or attempt to induce
any person to purchase any of our securities, other than as permitted under
the Exchange Act, until it has completed its participation in the
distribution.
Item 9. Description of Securities to be Registered
DESCRIPTION OF CAPITAL STOCK
We have an authorized capital of 200,000,000 shares of common
stock, par value $0.00001 per share, and 20,000,000 shares of preferred stock,
par value $0.00001 per share. As of July 17, 2017, 66,837,021 shares of common
stock were outstanding. There were no shares of preferred stock outstanding as
of July 17, 2017.
Common Stock
The holders of our common stock are entitled to one vote per
share on all matters voted on by stockholders, including the election of
directors. Except as otherwise required by law, the holders of common stock
exclusively possess all voting power. The holders of common stock are entitled
to dividends as may be declared from time to time by the Board from funds
available for distribution to holders. No holder of our common stock has any
preemptive right to subscribe to any securities of ours of any kind or class or
any cumulative voting rights. The outstanding shares of common stock are, and
the shares, upon issuance and sale as contemplated will be, duly authorized,
validly issued, fully paid and non-assessable.
Anti-Takeover Effects of Various Provisions of Delaware Law
and Our Certificate of Incorporation and By-laws
The Delaware General Corporation Law, our certificate of
incorporation and our by-laws contain provisions that may have some
anti-takeover effects and may delay, defer or prevent a tender offer or takeover
attempt that a stockholder might consider in his, her or its best interest,
including those attempts that might result in a premium over the market price
for the shares held by stockholders.
Delaware Anti-Takeover Statute
We are subject to Section 203 of the Delaware General
Corporation Law (Section 203). Subject to specific exceptions, Section 203
prohibits a publicly held Delaware corporation from engaging in a business
combination with an interested stockholder for a period of three years after
the time the stockholder becomes an interested stockholder, unless:
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the business combination, or the transaction in which the stockholder
became an interested stockholder, is approved by our board of directors prior
to the time the interested stockholder attained that status;
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upon consummation of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned at least
85% of our voting stock outstanding at the time the transaction commenced,
excluding those shares owned by persons who are directors and also officers
and employee stock plans in which employee participants do not have the right
to determine confidentially whether shares held subject to the plan will be
tendered in a tender or exchange offer; or
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at or after the time a stockholder became an interested stockholder, the
business combination is approved by our board of directors and authorized at
an annual or special meeting of stockholders by the affirmative vote of at least two-thirds of our
outstanding voting stock that is not owned by the interested stockholder.
Business combinations include mergers, asset sales and other transactions
resulting in a financial benefit to the interested stockholder. Subject to
various exceptions, in general, an interested stockholder is a stockholder
who, together with his, her or its affiliates and associates, owns, or within
three years did own, 15% or more of the shares of our outstanding voting stock.
These restrictions could prohibit or delay the accomplishment of mergers or
other takeover or change of control attempts with respect to us and, therefore,
may discourage attempts to acquire us.
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Preferred Stock
Our board of directors is authorized to issue all and any of
the shares of preferred stock in one or more series, fix the number of shares,
determine or alter for each such series voting powers or other rights,
qualifications, limitations or restrictions thereof.
Warrants
As of the date of this prospectus, we have outstanding warrants
to purchase an aggregate of 4,284,358 shares of our common stock at an exercise
price of $0.5646 with an expiry date of December 15, 2018.
In this offering, we are offering a maximum of 7,231,123 Common
Shares that may be issued in the future upon exercise of outstanding Warrants.
The Warrants were sold in a public offering that closed on December 16, 2013,
pursuant to a securities purchase agreement between each of the purchasers and
us. The material terms and provisions of these Warrants are summarized below. As
of July 17, 2017, 2,946,765 Warrants have been exercised and only 4,284,358
Warrants are eligible to be exercised under this prospectus.
The following summary is of certain terms and provisions of the
Warrants and is not complete and is subject to, and qualified in its entirety by
the provisions of the Warrants, the form of which has been filed as an exhibit
to the registration statement of which this prospectus is a part.
Duration and Exercise Price.
The Warrants will entitle
the holders thereof to purchase up to an aggregate of 7,231,123 shares of our
common stock at an exercise price of $ 0.5646 per share, commencing immediately
on the issuance date and expire 60 months following the issuance date.
Anti-Dilution Protection.
The exercise price and the
number of Common Shares issuable upon exercise of the Warrants is subject to
appropriate adjustment in the event of recapitalization events, stock dividends,
stock splits, stock combinations, reclassifications, reorganizations or similar
events affecting our common stock, and also upon any distributions of assets,
including cash, stock or other property to our stockholders. The warrant holders
must pay the exercise price in cash upon exercise of the warrants. After the
close of business on the expiration date, unexercised warrants will become void.
Fundamental Transactions.
In the event of any
fundamental transaction, as described in the warrants and generally including
any merger with another entity, the sale, transfer or other disposition of all
or substantially all of our assets to another entity, or the acquisition by a
person of more than 50% of our common stock, then the holders of the warrants
will thereafter have the right to receive upon exercise of the warrants such
shares of stock, securities or assets as would have been issuable or payable
with respect to or in exchange for a number of shares of our common stock equal
to the number of shares of our common stock issuable upon exercise of the
warrants immediately prior to the fundamental transaction, had the fundamental
transaction not taken place, and appropriate provision will be made so that the
provisions of the warrants (including, for example, provisions relating to the
adjustment of the exercise price) will thereafter be applicable, as nearly
equivalent as may be practicable in relation to any share of stock, securities
or assets deliverable upon the exercise of the warrants after the fundamental
transaction.
11
Transferability.
The Warrants may be transferred at the
option of the holder upon surrender of the Warrants with the appropriate
instruments of transfer.
Exchange Listing.
We do not plan on making an
application to list the Warrants on any national securities exchange or
quotation system.
Right as a Stockholder.
Except by virtue of a holders
ownership of shares of our common stock, the holders of the warrants do not have
the rights or privileges of holders of our common stock, including any voting
rights, until they exercise their warrants.
Exercisability.
The Warrants will be exercisable, at the
option of each holder, in whole or in part, by delivering to us a duly executed
exercise notice accompanied by payment in full for the number of shares of our
common stock purchased upon such exercise. A holder (together with its
affiliates) may not exercise any portion of the warrant to the extent that the
holder would own more than 4.99% of the outstanding common stock after exercise,
except that upon at least 61 days prior notice from the holder to us, the
holder may increase the amount of ownership of outstanding stock after
exercising the holders warrants up to 9.99% of the number of shares of our
common stock outstanding immediately after giving effect to the exercise, as
such percentage ownership is determined in accordance with the terms of the
warrants.
Waivers and Amendments.
Subject to certain exceptions,
any term of the warrants may be amended or waived with our written consent and
the written consent of the holders of at least 66 2/3% of the then-outstanding
warrants.
Convertible Debentures
As of the date of this prospectus, we have CDN$6,838,000 in
aggregate principal amount of 8% convertible unsecured subordinated debentures
(the Debentures). The Debentures will mature on June 30, 2020 and bear
interest at annual rate of 8% payable semi-annually on the last day of June and
December of each year, commencing on December 31, 2017. The Debentures will be
convertible at the option of the holders at any time prior to the close of
business on the earlier of June 30, 2020 and the business day immediately
preceding the date specified by the Company for redemption of Debentures. The
conversion price will be CDN$1.35 (the Conversion Price) per share of common
stock of the Company being a conversion rate of approximately 740 shares of
common stock per CDN$1,000 principal amount of Debentures, subject to adjustment
in certain events.
The Debentures are not redeemable prior to June 30, 2018. On or
after June 30, 2018, but prior to June 30, 2019, the Debentures may be redeemed
at the Companys sole option, in whole or in part, from time to time on required
prior notice at a redemption price equal to the principal amount of the
Debentures, provided that the current market price on the date on which such
notice of redemption is given is not less than 125% of the Conversion Price. On
or after June 30, 2019 and prior to June 30, 2020, the Debentures may be
redeemed at the Companys sole option, in whole or in part, from time to time on
required prior notice, at a redemption price equal to the principal amount of
the Debentures, irrespective of the current market price. In addition thereto,
at the time of redemption, the Company will pay to the holder accrued and unpaid
interest up to but not including the date of redemption.
EXPERTS
Richter LLP, independent registered public accounting firm, has
audited our financial statements included in our Annual Report on Form 10-K for
the year ended December 31, 2016, as set forth in their report, which is
incorporated by reference in the prospectus and elsewhere in the registration
statement.
MATERIAL CHANGES
There have been no material changes in our affairs which have
occurred since the end of the latest fiscal year for which audited financial
statements were included in the latest Form 10-K and that have not been
described in a Form 8-K or Form 10-Q filed under the Securities and Exchange Act
of 1934.
12
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate by reference the information
contained in documents that we file with them. We are incorporating by reference
into this prospectus the documents listed below (excluding any information
furnished under Items 2.02 or 7.01 in any Current Report on Form 8-K):
Our Annual Report on Form 10-K for the fiscal year
ended December 31, 2016 that we filed with the SEC on March 28, 2017;
Our Proxy Statement on Schedule 14A that we filed with
the SEC on March 28, 2017, as supplemented on May 4, 2017 (the Proxy
Statement);
Our Quarterly Report on Form 10-Q filed with the SEC
on May 11, 2017; and
Our Current Reports on Form 8-K filed with the SEC on
May 10, 2017, July 5, 2017 and July 12, 2017.
By incorporating by reference our Annual Report on Form 10-K,
and our Proxy Statement , we can disclose important information to you by
referring you to our Annual Report on Form 10-K, and our Proxy Statement, which
are considered part of this prospectus.
Any statement contained in a document incorporated or deemed to
be incorporated by reference into this prospectus will be deemed to be modified
or superseded for purposes of this prospectus to the extent that a statement
contained in this prospectus or any other subsequently filed document that is
deemed to be incorporated by reference into this prospectus modifies or
supersedes the statement. Any statement so modified or superseded will not be
deemed, except as so modified or superseded, to constitute a part of this
prospectus.
We post on our public website (www.intelgenx.com) our Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form
8-K, and amendments to those reports filed or furnished pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as
reasonably practicable after we electronically file such material with, or
furnish it to, the SEC. Our website and the information contained on that site,
or connected to that site, are not incorporated into and are not a part of this
prospectus. Copies of any of these documents may be obtained free of charge
through our website or by contacting our Corporate Secretary at 6420 Abrams,
Ville Saint Laurent, Quebec, H4S 1X9, or by calling (514) 331-7440.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We file reports and other information with the SEC. We have
also filed a registration statement on Form S-1, including exhibits, with the
SEC with respect to the shares being offered in this offering. This prospectus
is part of the registration statement, but it does not contain all of the
information included in the registration statement or exhibits. For further
information with respect to us and our common stock, we refer you to the
registration statement and to the exhibits and schedules to the registration
statement. Statements contained in this prospectus as to the contents of any
contract or any other document referred to are not necessarily complete, and in
each instance, we refer you to the copy of the contract or other document filed
as an exhibit to the registration statement. Each of these statements is
qualified in all respects by this reference. You may inspect a copy of the
registration statement and other reports we file with the Securities and
Exchange Commission without charge at the SEC's principal office in Washington,
D.C., and copies of all or any part of the registration statement may be
obtained from the Public Reference Section of the SEC, 100 F Street NE,
Washington, D.C. 20549, upon payment of fees prescribed by the SEC. The SEC
maintains an internet site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the SEC. The address of the Web site is http://www.sec.gov. The SEC's toll
free investor information service can be reached at 1-800-SEC-0330.
13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses payable
by us in connection with the distribution of the securities registered in the
Original Offering. We have agreed to bear all expenses (other than underwriting
discounts and selling commissions) in connection with the registration and sale
of the securities offered by the selling security holders
.
SEC registration fee
|
$
|
1,277
|
|
FINRA filing fee
|
$
|
1,904
|
|
TSX Venture share issuance fee
|
$
|
17,500
|
|
Legal fees and expenses
|
$
|
256,800
|
|
Accountants' fees and expenses
|
$
|
14,891
|
|
Printing expenses
|
$
|
0
|
|
Blue sky fees and expenses
|
$
|
0
|
|
Miscellaneous expenses
|
$
|
14,682
|
|
Total:
|
$
|
307,054
|
|
All of the expenses set forth above are being paid by us.
Item 14. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the
DGCL), provides that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 145 further provides that a corporation similarly may indemnify any such
person serving in any such capacity who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor, against expenses
(including attorneys fees) actually and reasonably incurred in connection with
the defense or settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation and except that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent that the Delaware
Court of Chancery or such other court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
We have agreed to indemnify our officers and directors to the
fullest extent permitted by law. Such indemnification is intended to supplement
our officers and directors liability insurance. Our certificate of
incorporation provides that no director shall be personally liable to the
corporation or its stockholders for monetary damages for any breach of fiduciary
duty by such director as a director. A director shall be liable to the extent
provided by applicable law, however, (a) for breach of the directors duty of
loyalty to the corporation or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (c) pursuant to Section 174 of the DGCL, or (d) for any transaction from
which the director derived an improper personal benefit.
14
To the extent permitted by applicable law, we are also
authorized to provide indemnification of (and advancement of expenses to) such
agents (and any other persons to which Delaware law permits us to provide
indemnification) through provisions in our bylaws, agreements with such agents
or other persons, voting of security holders or disinterested directors or
otherwise, in excess of the indemnification and advancement otherwise permitted
by Section 145 of the DGCL, subject only to limits created by applicable
Delaware law (statutory or non-statutory), with respect to actions for breach of
duty to us, our security holders and others.
Any repeal or modification of any of the foregoing provisions
of the indemnification provisions in our certificate of incorporation or bylaws
shall be prospective and shall not adversely affect any right or protection of a
director, officer, agent, or other person existing at the time of, or increase
the liability of any director of our company with respect to any acts or
omissions of such director occurring prior to, such repeal or modification.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or controlling persons of
our company, pursuant to the foregoing provisions, or otherwise, we have been
advised that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act, and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by us of expenses incurred or
paid by a director, officer or controlling person of our company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, we will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by us is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
Recent Sales of Unregistered Securities
None.
Item 16. Exhibits and Financial Statement Schedules
The following exhibits are filed as part of this registration
statement.
EXHIBIT INDEX
Exhibit
|
Description
|
No.
|
|
1.1
|
Engagement Letter dated October 10, 2013, as amended on
December 3, 2013 (included as exhibit 1.1 of the Form S-1 Registration
Statement of the Company filed on December 4, 2013)
|
2.1
|
Share exchange agreement dated April 10, 2006
(incorporated by reference to the Form 8-K/A filed on May 5, 2006)
|
3.1
|
Certificate of Incorporation (incorporated by reference
to the Form SB-2 (File No. 333-90149) filed on November 16, 1999)
|
3.2
|
Amendment to the Certificate of Incorporation
(incorporated by reference to amendment No. 2 to Form SB-2 (File No.
333-135591) filed on August 28, 2006)
|
3.3
|
Amendment to the Certificate of Incorporation
(incorporated by reference to the Form DEF 14C filed on April 20, 2007)
|
3.4
|
By-Laws (incorporated by reference to the Form SB-2 (File
No. 333-91049) filed on November 16, 1999
|
3.5
|
Amended and Restated By-Laws (incorporated by reference
to the Form 8-K filed on March 31, 2011)
|
3.6
|
Amended and Restated By-Laws (incorporated by reference
to the Form 8-K filed on March 21, 2012)
|
3.7
|
Certificate of Amendment to the Companys Certificate of
Incorporation dated May 11, 2017 (incorporated by reference from the
Companys Form S-1/A filed on May 12, 2017)
|
4.1
|
Amended Form of Securities Purchase Agreement (included
as exhibit 4.1 of the Form S-1 Registration Statement of the Company filed
on December 4, 2013)
|
15
4.2
|
Form of Warrant (included as exhibit 4.2 of the Form S-1
Registration Statement of the Company filed on October 25, 2013)
|
4.3
|
Form of Placement Agent Warrant (included as exhibit 4.3
of the Form S-1 Registration Statement of the Company filed on December 4,
2013)
|
5.1
|
Opinion of Dorsey & Whitney LLP (included as exhibit
5.1 of the Form S-1 Registration Statement of the Company filed on
December 4, 2013)
|
9.1
|
Voting Trust agreement (incorporated by reference to the
Form 8-K/A filed on May 5, 2006)
|
10.1 +
|
Horst Zerbe employment agreement dated October 1, 2014
(incorporated by reference to the Form 10-Q filed on November 12, 2014)
|
10.2
|
Agency Agreement dated June 28, 2017 (incorporated by
reference from the Companys Form 8-K filed on July 5, 2017)
|
10.3
|
Registration rights agreement (incorporated by reference
to the Form SB-2 (File No. 333-135591) filed on July 3, 2006)
|
10.4
|
Principal's registration rights agreement (incorporated
by reference to the Form SB-2 (File No. 333- 135591) filed on July 3,
2006)
|
10.5
|
Co-development and Licensing Agreement (incorporated by
reference to the Form 10-Q filed on May 14, 2010)
|
10.6
|
Project Transfer Agreement (incorporated by reference to
the Form 10-Q filed on May 14, 2010)
|
10.7
|
Trust Indenture dated July 12, 2017 (incorporated by
reference from the Companys Form 8-K filed on July 12, 2017)
|
10.8
|
Co-Development and Commercialization Agreement with
RedHill Biopharma Ltd. (incorporated by reference to the Form 10-Q filed
on November 9, 2010)
|
10.9 +
|
Employment Agreement John Durham, January 2015
(incorporated by reference to the Form 10-K filed on March 31, 2015)
|
10.10 +
|
Employment Agreement Andre Godin, July 2015 (incorporated
by reference to the Form 8-K filed on July 20, 2015)
|
10.11 +
|
Employment Agreement Nadine Paiement, January 2016
(incorporated by reference to the Form 10-K filed on March 30, 2016)
|
10.12 +
|
Employment Agreement Dana Matzen, March 2016(incorporated
by reference to the Form 10-K filed on March 30, 2016)
|
10.13 +
|
2016 Stock Option Plan May, 11 2016 (incorporated by
reference to the Form S-8 Registration Statement filed on August 3, 2016
|
10.14
|
License and Asset Transfer Agreement with Edgemont
Pharmaceuticals (incorporated by reference to the Form 10Q filed on May
15, 2012)
|
10.15 ++
|
Development Services and Commercialization Agreement with
PAR Pharmaceuticals, dated December 19, 2011 (incorporated by reference to
the Form 10-K filed on March 11, 2014)
|
10.16 ++
|
Development Services and Commercialization Agreement with
PAR Pharmaceuticals, dated January 8, 2014 (incorporated by reference to
the Form 10-K filed on March 11, 2014)
|
10.17
|
Amended Principals Registration Rights Agreement,
November 8, 2016 (incorporated by reference to Form 10Q filed on November
10, 2016)
|
14.1
|
Code of Ethics (incorporated by reference to the Form S-1
filed on April 28, 2008)
|
21.1
|
Subsidiaries of the small business issuer (incorporated
by reference to the Form SB-2 (File No. 333- 135591) filed on July 3,
2006)
|
23.1*
|
Consent of Richter LLP
|
23.2
|
Consent of Dorsey & Whitney LLP (included as exhibit
23.2 of the Form S-1 Registration Statement of the Company filed on
December 4, 2013)
|
24.1
|
Power of Attorney (included in signature page of the Form
S-1 Registration Statement filed on July 22, 2013)
|
+ Indicates management contract or employee compensation
plan
++ Portions of this exhibit have been omitted based on an application
for confidential treatment from the SEC. The omitted portions of these exhibits
have been submitted separately with the SEC.
* Filed herewith.
16
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the SEC pursuant to Rule 424(b) if, in aggregate, the changes in
volume and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the Calculation of Registration Fee
table in the effective registration statement; and
(c) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for the purpose of determining liability under the
Securities Act of 1933 to any purchaser:
(a) If the Company is relying on Rule 430B:
(i) Each prospectus filed by the Company pursuant to Rule
424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration
statement; and
(ii) Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or
(x) for the purpose of providing the information required by section 10(a) of
the Securities Act shall be deemed to be part of and included in the
registration statement as of the earlier of the date such form of prospectus is
first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in Rule
430B, for liability purposes of the issuer and any person that is at that date
an underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof; provided,
however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede or modify any
statement that was made in the registration statement or prospectus that was
part of the registration statement or made in any such document immediately
prior to such effective date; or
(b) If the Company is subject to Rule 430C: Each prospectus
filed pursuant to Rule 424(b) as part of a registration statement relating to an
offering, other than registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and
included in the registration statement as of the date it is first used after effectiveness; provided, however, that
no statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale
prior to such first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such date of first use.
17
(5) That, for the purpose of determining liability of the
registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities: The undersigned registrant undertakes that in a
primary offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned
registrant will be a seller to the purchaser and will be considered to offer or
sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to Rule
424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;
(iii) The portion of any other free writing prospectus relating
to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant;
and
(iv) Any other communication that is an offer in the offering
made by the undersigned registrant to the purchaser.
(6) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part
of this registration statement as of the time it was declared effective.
18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Ville
St-Laurent, Province of Quebec, on July 18, 2017.
INTELGENX TECHNOLOGIES CORP.
|
By
|
/s/
Horst Zerbe
|
|
|
Horst G. Zerbe
|
|
|
Chief Executive Officer and
President
|
|
|
(Principal Executive Officer)
|
|
|
|
|
By
|
/s/
Andre Godin
|
|
|
Andre Godin
|
|
|
Chief Financial Officer
(Principal Financial and
|
|
|
Accounting Officer)
|
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE
|
|
TITLE
|
|
DATE
|
|
|
|
|
|
/s/Horst G.
Zerbe
|
|
Chief Executive Officer, President and Director
|
|
July 18, 2017
|
Horst Zerbe
|
|
|
|
|
|
|
|
|
|
/s/
Andre
Godin
|
|
Chief Financial Officer, Executive Vice
President
|
|
July 18, 2017
|
Andre Godin
|
|
|
|
|
|
|
|
|
|
/s/ *
|
|
Director
|
|
July 18, 2017
|
J. Bernard Boudreau
|
|
|
|
|
|
|
|
|
|
/s/ *
|
|
Director
|
|
July 18, 2017
|
Ian Troup
|
|
|
|
|
|
|
|
|
|
/s/ *
|
|
Director
|
|
July 18, 2017
|
Bernd J. Melchers
|
|
|
|
|
|
|
|
|
|
/s/ *
|
|
Director
|
|
July 18, 2017
|
John Marinucci
|
|
|
|
|
|
|
|
|
|
/s/ Clemens
Mayr
|
|
Director
|
|
July 18, 2017
|
Clemens Mayr
|
|
|
|
|
|
|
|
|
|
/s/ Mark
Nawacki
|
|
Director
|
|
July 18, 2017
|
Mark Nawacki
|
|
|
|
|
|
|
|
|
|
*By:
/s/ Horst
Zerbe
|
|
|
|
|
Horst G. Zerbe, Attorney-in- fact
|
|
|
|
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19
IntelGenx Technologies (QB) (USOTC:IGXT)
Historical Stock Chart
From Apr 2024 to May 2024
IntelGenx Technologies (QB) (USOTC:IGXT)
Historical Stock Chart
From May 2023 to May 2024