As filed with the Securities and Exchange Commission on December
21, 2018
Registration Statement No. [________]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
IntelGenx Technologies
Corp.
(Exact Name of Registrant as Specified in its
Charter)
Delaware
|
2834
|
87-0638336
|
(State or other jurisdiction of
|
(Primary Standard Industrial
|
(I.R.S. Employer
|
incorporation or organization)
|
Classification Code Number)
|
Identification Number)
|
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
James Guttman
Dorsey &
Whitney LLP
TD Canada Trust Tower
Brookfield Place, 161
Bay Street, Suite 4310
Toronto, Ontario M5J 2S1 Canada
Tel: (416) 367-7370
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 smaller reporting company and emerging growth company in
Rule 12b-2 of the Exchange Act.
|
Large accelerated filer [ ]
|
Accelerated filer [ ]
|
|
|
|
|
Non-accelerated filer [ ]
|
Smaller reporting company [X]
|
|
|
Emerging growth company [ ]
|
2
CALCULATION
OF REGISTRATION FEE
|
Title of Each Class of Securities
to be
Registered
|
Amount
to
be
Registered
(1)
|
Proposed Offering
Price Per Share
|
Proposed
Maximum
Aggregate
Offering Price
|
Amount of
Registration
Fee
|
Common stock issuable upon
exercise of the Warrants
|
9,023,962
|
$1.00
(2)
|
$9,023,962
(2)
|
$1,094
|
Common stock issuable upon exercise of the
Placement Agent Warrants
|
1,226,360
|
$0.875
(3)
|
$1,073,065
(3)
|
$131
|
Total
|
10,250,322
|
|
$10,097,027
|
$1,225
|
|
(1)
|
Pursuant to Rule 416 under the Securities Act of 1933
(the Securities Act), the common stock being registered hereunder
include such indeterminate number of shares as may be issuable as a result
of stock splits, stock dividends or similar transactions.
|
|
(2)
|
Calculated using the exercise price of the Warrants
pursuant to Rule 457(g).
|
|
(3)
|
Calculated using the exercise price of the Placement
Agent Warrants pursuant to Rule 457(g).
|
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.
3
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 jurisdiction where the
offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED DECEMBER 21,
2018
PROSPECTUS
IntelGenx Technologies Corp.
9,023,962 Shares of Common Stock Issuable Upon Exercise of
Warrants
1,226,360 Shares of Common Stock Issuable Upon Exercise of
Placement Agent Warrants
This prospectus relates to the shares of our common stock
(Common Stock) issuable upon the exercise of our outstanding common stock
purchase warrants (the Warrants) and placement agent warrants (the Placement
Agent Warrants) issued on October 22, 2018 and October 26, 2018. The Warrants
and Placement Agent Warrants were registered by us pursuant to a prospectus
supplement dated October 19, 2018 and a related base prospectus dated October 4,
2018. The ongoing offer for sale of our Common Stock issuable upon exercise of
such Warrants and Placement Agent Warrants is being made pursuant to this
prospectus.
The outstanding Warrants to purchase a total of 9,023,962
shares of our Common Stock are exercisable until October 22, 2021 at a current
exercise price of $1.00 per share of our Common Stock and the 1,226,360
Placement Agent Warrants are exercisable until October 22, 2021 at a current
exercise price of $0.875 per share of our Common Stock The exercise price of the
Warrants and Placement Agent Warrants are subject to adjustment under conditions
specified in this prospectus.
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 December 20, 2018
was $0.50, and the closing price of our Common Stock on the TSX-V on December
20, 2018 was CDN$0.66. 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.
You should invest in the Common Stock only if you can afford to lose your entire
investment. See Risk Factors beginning on page 11.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to the
contrary is a criminal offense.
The date of this prospectus is
4
CONTENTS
You should rely only on the information contained in this
prospectus and any related free writing prospectus that we may provide to you in
connection with this offering. We have not authorized any other person to
provide you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not making an offer
to sell these securities in any jurisdiction where the offer or sale is not
permitted. You should assume that the information appearing in this prospectus
is accurate only as of the date on the front cover of this prospectus. Our
business, financial condition, results of operations and prospects may have
changed since that date. Neither the delivery of this prospectus nor any sale
made in connection with this prospectus shall, under any circumstances, create
any implication that there has been no change in our affairs since the date of
this prospectus or that the information contained in this prospectus is correct
as of any time after its date.
FORWARD-LOOKING STATEMENTS
Certain statements included or incorporated by reference in
this prospectus constitute forward-looking statements within the meaning of
applicable securities laws. All statements contained in this registration
statement that are not clearly historical in nature are forward-looking, and the
words anticipate, believe, continue, expect, estimate, intend,
may, plan, will, shall and other similar expressions are generally
intended to identify forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. All forward-looking statements are based on our beliefs and assumptions
based on information available at the time the assumption was made. These
forward-looking statements are not based on historical facts but on managements
expectations regarding future growth, results of operations, performance, future
capital and other expenditures (including the amount, nature and sources of
funding thereof), competitive advantages, business prospects and opportunities.
Forward-looking statements involve significant known and unknown risks,
uncertainties, assumptions and other factors that may cause our actual results,
levels of activity, performance or achievements to differ materially from those
implied by forward-looking statements. These factors should be considered
carefully and prospective investors should not place undue reliance on the
forward-looking statements. Although the forward-looking statements contained in
this registration statement or incorporated by reference herein are based upon
what management believes to be reasonable assumptions, there is no assurance
that actual results will be consistent with these forward-looking statements.
These forward-looking statements are made as of the date of this registration
statement or as of the date specified in the documents incorporated by reference
herein, as the case may be.
Forward-looking statements relate to analyses and other
information that are based on forecasts of future results, estimates of amounts
not yet determinable and other uncertain events. Forward-looking statements, by
their nature, are based on assumptions, including those described below, and
involve known and unknown risks, uncertainties and other factors that may cause
the actual results, performance or achievements to differ materially from those
expressed in the forward-looking statements. Any forecasts or forward-looking
predictions or statements cannot be relied upon due to, among other things,
changing external events and general uncertainties of the business. Results
indicated in forward-looking statements may differ materially from actual
results for a number of reasons, including without limitation, risks associated
with the ability to obtain sufficient and suitable financing to support
operations, R&D clinical trials and commercialization of products; the
ability to execute partnerships and corporate alliances; uncertainties relating
to the regulatory approval process; the ability to develop drug delivery
technologies and manufacturing processes that result in competitive advantage
and commercial viability; the impact of competitive products and pricing and the
ability to successfully compete in the targeted markets; the successful and
timely completion of pre-clinical and clinical studies; the ability to attract
and retain key personnel and key collaborators; the ability to adequately
protect proprietary information and technology from competitors; and the ability
to ensure that we do not infringe upon the rights of third parties. Material
factors or assumptions that were applied in drawing a conclusion or making an
estimate set out in the forward-looking information include the factors
identified throughout this prospectus. The forward-looking statements contained
in this prospectus represent our expectations as of the date of this prospectus,
and are subject to change after such date. We any intention or obligation to
update or revise any forward-looking statements whether as a result of new
information, future events or otherwise, except as required under applicable
securities regulations.
We undertake no obligation to update any
forward-looking statements to reflect events or circumstances after the date on
which such statements were made or to reflect the occurrence of unanticipated
events, except as may be required by applicable securities laws.
6
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 the Warrants and 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 U.S.$ unless otherwise indicated. Unless
otherwise indicated, the term year, fiscal year or fiscal refers to our
fiscal year ending December 31
st
.
Corporate History
Our predecessor company, Big Flash Corp., was incorporated in
Delaware on July 27, 1999. On April 28, 2006, Big Flash, through its Canadian
holding corporation, completed the acquisition of IntelGenx Corp., a Canadian
company incorporated on June 15, 2003. The Company did not have any operations
prior to the acquisition of IntelGenx Corp. In connection with the acquisition,
we changed our name from Big Flash Corp. to IntelGenx Technologies Corp.
IntelGenx Corp. has continued operations as our operating subsidiary.
Our Business
Overview
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 have implemented 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, 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.
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 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:
|
1.
|
represents a profitable business opportunity,
|
|
2.
|
will reduce our dependency upon third-party contract
manufacturers, thereby protecting our manufacturing process know-how and
intellectual property, and
|
|
3.
|
allows us to offer our clients and development partners a
full service from product conception through to supply of the finished
product.
|
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.
Recent Developments
On October 22, 2018, we closed an offering of 17,144,314 units
(the Units) at a price of $0.70 for gross proceeds of approximately $12
million. Each Unit consisted of one share of common stock and one half of one
warrant, each whole warrant entitling the holder to purchase one share of common
stock of the Company at an exercise price of $1.00 per share. The warrants were
exercisable immediately and will expire on October 22, 2021. On October 26, 2018
we issued an additional 903,610 Units pursuant to the exercise of an
over-allotment option in the same offering resulting in additional gross
proceeds to the Company of $632,527.
On November 6, 2018 we executed a definitive license,
development and supply agreement (the Tilray Agreement) with Tilray, Inc.
(Tilray
®
), a global leader in cannabis production and distribution.
Pursuant to the Tilray Agreement, the two companies will co-develop and
commercialize oral film products infused with adult-use and medical cannabis
(cannabis-infused VersaFilm), in anticipation of amended cannabis regulations
that would allow adult-use consumers to purchase edible products in Canada.
Under the Tilray Agreement, IntelGenx and
Tilray
®
will each fund 20% and 80% of the costs associated
with the development of the cannabis-infused Versafilm products, respectively.
We will have the exclusive right to manufacture and supply the co-developed
products to Tilray
®
, and will also receive a fixed
single-digit royalty on net product sales. Tilray
®
will have the
exclusive, worldwide marketing and distribution rights for the co-developed
products.
On November 13, 2018, we completed a private placement of
1,428,571 shares of Common Stock to Tilray at a subscription price of $0.70 per
share for gross proceeds of $1,000,000. We intend to use the proceeds for
cannabis-infused VersaFilm product development under the Tilray Agreement.
Tilray agreed that it will not cause or permit any transfer of any shares of
Common Stock until May 14, 2019.
8
THE OFFERING
Securities Offered:
|
We are registering 9,023,962 shares of Common Stock
issuable upon exercise of the Warrants. The Warrants are exercisable at an
exercise price of $1.00 per share and will expire on October 22, 2021. We
are also registering 1,226,360 shares of Common Stock issuable upon
exercise of the Placement Agent Warrants. The Placement Agent Warrants are
exercisable at an exercise price of $0.875 per share and will expire on
October 22, 2021. See Description of Securities We Are Offering.
|
|
|
Use of Proceeds:
|
We intend to use the net proceeds of any exercises of the
Warrants and Placement Agent Warrants for ongoing working capital and
business operations. See Use of Proceeds.
|
|
|
Common Stock outstanding
prior to the
offering:
|
93,447,474
|
|
|
Shares of Common Stock
outstanding after this
offering
(assuming full exercise of the
Warrants)
(1)
|
103,697,796
|
|
|
Risk Factors
|
See Risk Factors beginning on page 11 and other
information in this prospectus for a discussion of the factors you should
consider before you decide to invest in our securities.
|
|
|
OTCQX Ticker Symbol for
Common Stock:
|
IGXT
|
|
|
TSX Venture Exchange Symbol
for
Common Stock:
|
IGX
|
(1)
The number of
shares of Common Stock shown above to be outstanding after this offering assumes
the exercise of all Warrants and Placement Agent Warrants registered hereunder,
is based on 93,447,474 shares outstanding as of December 21, 2018 and
excludes:
|
|
4,404,818 shares of Common Stock issuable upon exercise
of outstanding stock options, at a weighted average exercise price of
$0.67 per share;
|
|
|
5,612,594 additional shares of Common Stock issuable upon
the conversion of 7,587,000 debentures under the 2017 unsecured
convertible debentures agreements at a conversion price of CA$1.35 per
share;
|
|
|
2,000,000 additional shares of Common Stock issuable upon
the conversion of 1,600,000 debentures under the 6% convertible notes at a
conversion price of $0.80 per share;
|
|
|
2,654,075 additional shares of Common Stock reserved for
issuance with an exercise price of $0.80 per share; and
|
|
|
3,335,358 additional shares of Common Stock reserved for
future issuance under our amended and restated 2016 stock option plan, as
amended on December 3, 2018.
|
9
SUMMARY HISTORICAL FINANCIAL INFORMATION
The following tables set forth our summary historical financial
information. The selected historical financial information is qualified in its
entirety by, and should be read in conjunction with Managements Discussion and
Analysis of Financial Condition and Results of Operations and our unaudited
consolidated financial statements and related notes incorporated by reference
into this prospectus by reference to our Quarterly Report on Form 10-Q for the
quarter ended September 30, 2018 that we filed with the SEC on November 8,
2018.
RESULTS OF OPERATIONS:
|
|
Twelve-month
|
|
|
Nine-month
|
|
|
|
period ended
|
|
|
Period ended
|
|
|
|
December 31,
|
|
|
September 30,
|
|
In thousands
|
|
2017
|
|
|
2018
|
|
Revenue
|
$
|
5,195
|
|
$
|
1,173
|
|
Cost of Royalty and License Revenue
|
|
373
|
|
|
-
|
|
Research and Development
Expenses
|
|
2,615
|
|
|
3,106
|
|
Selling, General and Administrative Expenses
|
|
3,965
|
|
|
4,315
|
|
Depreciation of tangible
assets
|
|
735
|
|
|
540
|
|
Operating Loss
|
|
(2,493
|
)
|
|
(6,788
|
)
|
Net Loss
|
|
(3,051
|
)
|
|
(7,609
|
)
|
Comprehensive Loss
|
|
(2,669
|
)
|
|
(7,699
|
)
|
BALANCE SHEET:
|
|
December
|
|
|
September 30,
|
|
In thousands
|
|
31, 2017
|
|
|
2018
|
|
Current Assets
|
$
|
6,044
|
|
$
|
4,062
|
|
Leasehold improvements and Equipment
|
|
6,346
|
|
|
6,240
|
|
Security Deposits
|
|
757
|
|
|
745
|
|
Current Liabilities
|
|
2,077
|
|
|
2,873
|
|
Deferred lease obligations
|
|
50
|
|
|
51
|
|
Long-term debt
|
|
1,992
|
|
|
1,384
|
|
Convertible Debentures
|
|
5,199
|
|
|
5,257
|
|
Convertible Notes
|
|
-
|
|
|
1,034
|
|
Capital Stock
|
|
1
|
|
|
1
|
|
Additional Paid-in-Capital
|
|
25,253
|
|
|
29,571
|
|
10
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, 2017 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
Stock 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 Related to Our Business
We have a history of losses and our revenues may not be
sufficient to sustain our operations.
Even though we ceased being a development stage company in
April 2006, we are still subject to all of the risks associated with having a
limited operating history and pursuing the development of new products. Our cash
flows may be insufficient to meet expenses relating to our operations and the
development of our business, and may be insufficient to allow us to develop new
products. We currently conduct research and development using our proprietary
platform technologies to develop oral controlled release and other delivery
products. We do not know whether we will be successful in the development of
such products. We have an accumulated deficit of approximately $20,767 thousand
since our inception in 2003 through December 31, 2017. To date, these losses
have been financed principally through sales of equity securities. Our revenues
for the past five years ended December 31, 2017, December 31, 2016, December 31,
2015, December 31, 2014 and December 31, 2013 were $5.2 million, $5.2 million,
$5.1 million, $1.7 million and $948 thousand respectively. Revenue generated to
date has not been sufficient to sustain our operations. In order to achieve
profitability, our revenue streams will have to increase and there is no
assurance that revenues will increase to such a level.
We face competition in our industry, and several of our
competitors have substantially greater experience and resources than we
do.
We compete with other companies within the drug delivery
industry, many of which have more capital, more extensive research and
development capabilities and greater human resources than we do. Some of these
drug delivery competitors include Aquestive Therapeutics Inc. (formerly Monosol
Rx), Tesa-Labtec GmbH, BioDelivery Sciences International, Inc. and LTS Lohmann
Therapy Systems Corp. Our competitors may develop new or enhanced products or
processes that may be more effective, less expensive, safer or more readily
available than any products or processes that we develop, or they may develop
proprietary positions that prevent us from being able to successfully
commercialize new products or processes that we develop. As a result, our
products or processes may not compete successfully, and research and development
by others may render our products or processes obsolete or uneconomical.
Competition may increase as technological advances are made and commercial
applications broaden.
There is no assurance that the sale of edibles containing
cannabis will be permitted in Canada
Although the Government of Canada has approved the Cannabis Act
which is expected to allow for regulated and restricted access to cannabis for
recreational use in Canada as of October 17, 2018, cannabis edible products are
not currently on the list of products permitted for legal sale in Canada under
the Cannabis Act and there is no assurance that they will be in the future.
11
Risks Related to Our Securities
The price of our Common Stock could be subject to
significant fluctuations.
Any of the following factors could affect the market price of
our Common Stock:
|
|
Our failure to achieve and maintain
profitability;
|
|
|
Changes in earnings estimates and
recommendations by financial analysts;
|
|
|
Actual or anticipated variations in our
quarterly results of operations;
|
|
|
Changes in market valuations of similar
companies;
|
|
|
Announcements by us or our competitors of
significant contracts, new products, acquisitions, commercial relationships, joint ventures or capital
commitments;
|
|
|
The loss of major customers or product or
component suppliers;
|
|
|
The loss of significant partnering
relationships; and
|
|
|
General market, political and economic
conditions.
|
We have a significant number of convertible securities
outstanding that could be exercised in the future. Subsequent resale of these
and other shares could cause our stock price to decline. This could also make it
more difficult to raise funds at acceptable levels pursuant to future securities
offerings.
Our Common Stock is a high risk investment.
Our Common Stock was quoted on the OTC Bulletin Board under the
symbol IGXT from January 2007 until June 2012 and, subsequent to our upgrade
in June 2012, has been quoted on the OTCQX. Our Common Stock has also been
listed on the TSX-V under the symbol IGX since May 2008.
There is a limited trading market for our Common Stock, which
may affect the ability of stockholders to sell our Common Stock and the prices
at which they may be able to sell our Common Stock.
The market price of our Common Stock has been volatile and
fluctuates widely in response to various factors which are beyond our control.
The price of our Common Stock is not necessarily indicative of our operating
performance or long term business prospects. In addition, the securities markets
have from time to time experienced significant price and volume fluctuations
that are unrelated to the operating performance of particular companies. These
market fluctuations may also materially and adversely affect the market price of
our Common Stock.
As a result of the foregoing, our Common Stock should be
considered a high risk investment.
The application of the penny stock rules to our Common
Stock could limit the trading and liquidity of our Common Stock, adversely
affect the market price of our Common Stock and increase stockholder transaction
costs to sell those shares.
As long as the trading price of our Common Stock is below $5.00
per share, the open market trading of our Common Stock will be subject to the
penny stock rules, unless we otherwise qualify for an exemption from the
penny stock definition. The penny stock rules impose additional sales
practice requirements on certain broker-dealers who sell securities to persons
other than established customers and accredited investors (generally those with
assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000
together with their spouse). These regulations, if they apply, require the
delivery, prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock market and the associated risks. Under these
regulations, certain brokers who recommend such securities to persons other than
established customers or certain accredited investors must make a special
written suitability determination regarding such a purchaser and receive such
purchasers written agreement to a transaction prior to sale. These regulations
may have the effect of limiting the trading activity of our Common Stock,
reducing the liquidity of an investment in our Common Stock and increasing the
transaction costs for sales and purchases of our Common Stock as compared to
other securities.
12
We became public by means of a reverse merger, and as a
result we are subject to the risks associated with the prior activities of the
public company with which we merged.
Additional risks may exist because we became public through a
reverse merger with a shell corporation. Although the shell did not have any
operations or assets and we performed a due diligence review of the public
company, there can be no assurance that we will not be exposed to undisclosed
liabilities resulting from the prior operations of our company.
Our limited cash resources restrict our ability to pay
cash dividends.
Since our inception, we have not paid any cash dividends on our
Common Stock. We currently intend to retain future earnings, if any, to support
operations and to finance the growth and development of our business. Therefore,
we do not expect to pay cash dividends in the foreseeable future. Any future
determination relating to our dividend policy will be made at the discretion of
our board of directors and will depend on a number of factors, including future
earnings, capital requirements, financial conditions and future prospect and
other factors that the board of directors may deem relevant. If we do not pay
any dividends on our Common Stock, our stockholders will be able to profit from
an investment only if the price of the stock appreciates before the stockholder
sells it. Investors seeking cash dividends should not purchase our Common Stock.
If we are the subject of securities analyst reports or if
any securities analyst downgrades our Common Stock or our sector, the price of
our Common Stock could be negatively affected.
Securities analysts may publish reports about us or our
industry containing information about us that may affect the trading price of
our Common Stock. In addition, if a securities or industry analyst downgrades
the outlook for our stock or one of our competitors stocks, the trading price
of our Common Stock may also be negatively affected.
There is no public market for the Warrants, which could
limit their respective trading price or a holders ability to sell
them.
There is currently no trading market for the Warrants. As a
result, a market may not develop for the Warrants and holders may not be able to
sell the Warrants. Future trading prices of the Warrants will depend on many
factors, including prevailing interest rates, the market for similar securities,
general economic conditions and our financial condition, performance and
prospects. Accordingly, holders may be required to bear the financial risk of an
investment in the Warrants for an indefinite period of time until their
maturity. We do not intend to apply for listing or quotation of the Warrants on
any securities exchange or automated quotation system.
You may experience dilution as a result of this offering
and future equity offerings.
Giving effect to the issuance of the Common Stock upon exercise
of the Warrants and Placement Agent Warrants, the receipt of the expected net
proceeds and the use of those proceeds, this offering may have a dilutive effect
on our expected net income available to our stockholders per share and funds
from operations per share. Furthermore, we are not restricted from issuing
additional securities in the future, including Common Stock, securities that are
convertible into or exchangeable for, or that represent the right to receive,
Common Stock or substantially similar securities. To the extent that we raise
additional funds through the sale of equity or convertible debt securities, the
issuance of such securities will result in dilution to our stockholders. We may
sell Common Stock or other securities in any other offering at a price per share
that is less than the price per share paid by investors in this Offering, and
investors purchasing Common Stock or other securities in the future could have
rights superior to existing stockholders. The price per share at which we sell
additional shares of Common Stock, or securities convertible or exchangeable
into Common Stock, in future transactions may be higher or lower than the price
per share paid by investors in this offering.
USE OF PROCEEDS
We will not receive any proceeds from the sale or other
disposition of the Warrants and Placement Agent Warrants. However, we will
receive the cash exercise price of the Warrants or Placement Agent Warrants, if
any, and will use the proceeds for ongoing working capital needs.
13
DILUTION
If you invest in our securities, you will experience dilution
to the extent of the difference between the exercise price per share of our
Common Stock and the net tangible book value of our Common Stock immediately
after 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 September 30,
2018 was approximately $448 thousand, or $0.01 per share of Common Stock.
After giving effect to the issuance of 10,250,322 shares of our
Common Stock upon exercise of the Warrants and Placement Agent Warrants, our as
adjusted net tangible book value as of September 30, 2018 would have been
approximately $10.5 million. This represents an immediate increase in net
tangible book value of $0.12 per share to existing stockholders and an immediate
dilution in net tangible book value of $0.855 per share to investors exercising
Warrants and Placement Agent Warrants. The following table illustrates this per
share dilution:
Warrant Exercise price per
share
|
$
|
1.00
|
|
Placement Agent Warrant Exercise per shares
|
$
|
0.875
|
|
Net tangible book value per
share as of June 30, 2018
|
$
|
0.01
|
|
Increase per share attributable to new
investors
|
$
|
0.12
|
|
As adjusted net tangible book
value per share after this Offering
|
$
|
0.13
|
|
Dilution per share to new investors
|
$
|
0.855
|
|
The number of shares of Common Stock shown above to be
outstanding after this Offering assumes the exercise of all of the Warrants and
Placement Agent Warrants, is based on 93,447,474 shares outstanding as of
September 30, 2018 and excludes:
|
|
4,404,818 shares of Common Stock issuable upon exercise
of outstanding stock options, at a weighted average exercise price of
$0.67 per share;
|
|
|
5,612,594 additional shares of Common Stock issuable upon
the conversion of 7,587,000 debentures under the 2017 unsecured
convertible debentures agreements at a conversion price of CA$1.35 per
share;
|
|
|
2,000,000 additional shares of Common Stock issuable upon
the conversion of 1,600,000 debentures under the 6% convertible notes at a
conversion price of $0.80 per share;
|
|
|
2,654,075 additional shares of Common Stock reserved for
issuance with an exercise price of $0.80 per share; and
|
3,335,358 additional shares of Common Stock reserved for future
issuance under our amended and restated 2016 stock option plan, as amended on
December 3, 2018.
Subsequent to September 30, 2018 and through the date of this
prospectus, we issued:
|
|
18,047,924 shares of Common Stock pursuant to an offering
of Units
|
|
|
The Warrants which are exercisable for 9,023,962 shares
Common Stock at an exercise price of $1.00
|
|
|
The Placement Agent Warrants which are exercisable for
1,226,360 shares of Common Stock at an exercise price of $0.875; and
|
|
|
1,428,571 shares of Common Stock to Tilray pursuant to
the Tilray Agreement
|
|
|
900,903 shares of Common Stock pursuant to warrant and
debenture exercises.
|
DESCRIPTION OF BUSINESS
Overview
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.
14
More recently, we have made the strategic decision to enter the
oral film market and have implemented 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, 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.
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 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:
|
1.
|
represents a profitable business opportunity,
|
|
2.
|
will reduce our dependency upon third-party contract
manufacturers, thereby protecting our manufacturing process know-how and
intellectual property, and
|
|
3.
|
allows us to offer our clients and development partners a
full service from product conception through to supply of the finished
product.
|
Recent Developments
On October 22, 2018, we closed an offering of 17,144,314 units
at a price of $0.70 for gross proceeds of approximately $12 million. Each Unit
consisted of one share of common stock and one half of one warrant, each whole
warrant entitling the holder to purchase one share of common stock of the
Company at an exercise price of $1.00 per share. The warrants were exercisable
immediately and will expire on October 22, 2021. On October 26, 2018 we issued
an additional 903,610 Units pursuant to the exercise of an over-allotment option
in the same offering resulting in additional gross proceeds to the Company of
$632,527.
On November 6, 2018 we executed the Tilray Agreement with
Tilray. Pursuant to the Tilray Agreement, the two companies will co-develop and
commercialize oral film products infused with adult-use and medical cannabis
(cannabis-infused VersaFilm), in anticipation of amended cannabis regulations
that would allow adult-use consumers to purchase edible products in Canada.
15
Under the Tilray Agreement, IntelGenx and
Tilray
®
will each fund 20% and 80% of the costs associated
with the development of the cannabis-infused Versafilm products, respectively.
We will have the exclusive right to manufacture and supply the co-developed
products to Tilray
®
, and will also receive a fixed
single-digit royalty on net product sales. Tilray
®
will have the
exclusive, worldwide marketing and distribution rights for the co-developed
products.
On November 13, 2018, we completed a private placement of
1,428,571 shares of Common Stock to Tilray at a subscription price of $0.70 per
share for gross proceeds of $1,000,000. We intend to use the proceeds for
cannabis-infused VersaFilm product development under the Tilray Agreement.
Tilray agreed that it will not cause or permit any transfer of any shares of
Common Stock until May 14, 2019.
DESCRIPTION OF CAPITAL STOCK
The authorized share capital of the Company consists of
200,000,000 shares of Common Stock with a par value of $0.00001 and 20,000,000
shares of preferred stock with a par value of $0.00001. As at December 21, 2018,
there were 93,447,474 shares of Common Stock issued and outstanding and no
preferred stock issued and outstanding.
Common Stock
The holders of 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 our board of directors from funds
available for distribution to holders. No holder of Common Stock has any
pre-emptive 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.
Rights Upon Dissolution or Winding Up
The Delaware General Corporation Law provides that upon
dissolution, liquidation or winding-up of the Company, holders of Common Stock
have the lowest priority in the distribution of assets and will only receive a
distribution if all senior obligations have been paid. If all senior obligations
have been paid, the holders of shares of Common Stock will be entitled to
receive our assets available for distribution proportionate to their pro rata
ownership of the outstanding shares of Common Stock.
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:
|
|
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;
|
|
|
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
|
16
|
|
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.
Warrants
As of the date of this prospectus we had outstanding warrants
to purchase an aggregate of 2,654,075 shares of our Common Stock at an exercise
price of $0.80, expiring on June 1, 2021, as well as the outstanding Warrants to
purchase a total of 9,023,962 shares of our Common Stock which are exercisable
until October 22, 2021 at an exercise price of $1.00 per share of our Common
Stock and the outstanding Placement Agent Warrants to purchase a total of
1,226,360 shares of Common Stock which are exercisable until October 22, 2021 at
an exercise price of $0.875 per share of our Common Stock, which are being
covered by this prospectus.
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. As of the date of this
prospectus, there are no shares of preferred stock outstanding.
Convertible Debentures
The Company has an aggregate of CDN$7,577,000 of 8% Convertible
Unsecured Subordinated Debentures due June 30, 2020 (the Debentures). The
Debentures 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.
Conversion
The Debentures are 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, being a conversion rate of approximately 740
Shares per CDN$1,000 principal amount of Debentures, subject to adjustment in
certain events.
Redemption
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.
Subordination
The payment of the principal of, and interest on, the
Debentures is subordinated in right of payment to the prior payment in full of
all Senior Indebtedness of the Company, including indebtedness under the
Companys present and future bank credit facilities and any other secured
creditors. Senior Indebtedness of the Company is defined as the principal of
and premium, if any, and interest on and other amounts in respect of all
indebtedness of the Company other than indebtedness evidenced by the Debentures
and all other existing and future debentures or other instruments of the Company which, by the terms of the instrument creating
or evidencing the indebtedness, is expressed to be pari passu with, or
subordinate in right of payment to, the Debentures. Subject to statutory or
preferred exceptions or as may be specified by the terms of any particular
securities, each Debenture ranks pari passu with each other Debenture, and with
all other present and future subordinated and unsecured indebtedness of the
Company except for sinking fund provisions (if any) applicable to different
series of debentures or similar obligations of the Company. The Debentures will
not limit the ability of the Company to incur additional indebtedness, including
indebtedness that ranks senior to the Debentures, or from mortgaging, pledging
or charging its properties to secure any indebtedness.
17
The Debentures are also effectively subordinated to claims of
creditors of the Companys subsidiaries, except to the extent the Company is a
creditor of such subsidiaries ranking at least pari passu with such other
creditors.
Convertible Notes
As of the date of this prospectus, we have $1,600,000
outstanding under our 6% convertible unsecured subordinated notes, due June 1,
2021 (the Notes) pursuant to which 2,000,000 shares of our Common Stock are
issuable upon full conversion of all of such Notes.
Interest
The Notes bear interest from, and including, the date of issue
at the rate of 6.00% per annum, payable in arrears on March 1, June 1, September
1 and December 1, with the last such payment falling due on June 1, 2021.
Default
Under the terms of the Notes, an event of default in respect of
the Notes will occur if any one or more of the following described events has
occurred and is continuing with respect to the Notes: (a) failure to pay
principal or premium, if any, when due on the Notes, whether at maturity, upon
redemption, by declaration or otherwise; (b) certain events of bankruptcy,
insolvency or reorganization of the Company under bankruptcy or insolvency laws;
or (c) the Company breaches any representation or covenant in the Note that
could reasonably be expected to have a material adverse effect. If an Event of
Default has occurred and is continuing, an investor may, with the written
consent of the holders of more than 50% of the principal amount of the Notes
then outstanding, by written notice to the Company, declare all outstanding
Notes to be immediately due and payable without presentment, demand, protest or
any other notice of any kind, all of which will be expressly waived by the
Company.
Subordination
The Notes are junior to any of the Companys the principal of,
premium, if any, and interest on (i) all indebtedness for money borrowed or
guaranteed by the Company other than the Companys subordinated debt securities,
unless the indebtedness expressly states to have the same rank as, or to rank
junior to, the Companys subordinated debt securities, (ii) and any deferrals,
renewals or extensions of any such indebtedness.
Conversion
Each holder of Notes may, at its option, at any time prior to
payment in full of the principal amount of the Note or the conversion of the
note at the option of the Company, convert, in whole or in part, the outstanding
principal amount of its Notes and all accrued and unpaid interest on such Note
into 6,250 fully paid and nonassessable shares of Common Stock for each $5,000
aggregate principal amount of Notes then outstanding (the Conversion Ratio).
Any interest payable in Conversion Shares shall be converted based on the
Conversion Ratio.
At any time following the date on which the Common Stock trades
on the OTCQX or other United States market or exchange at a price of $1.40 or
greater for 20 consecutive trading days, the Company may elect to convert the
then outstanding principal amount of the Notes and any interest payable in
shares of Common Stock based on the Conversion Ratio.
Waiver and Amendment
Any provision of the Notes may be amended, waived or modified
upon the written consent of the Company and the holders of more than 50% of the
principal amount of the Notes then outstanding. A consent or waiver may not
reduce the principal amount of any Note without the holders written
consent, or (ii) reduce the rate of interest of any Note without the holders
written consent.
18
DESCRIPTION OF SECURITIES WE ARE OFFERING
This prospectus relates to the shares of Common Stock issuable
from time to time upon exercise of our Warrants and Placement Agent Warrants
issued on October 22, 2018 and October 26, 2018.
Common Stock
Holders of our Common Stock have the rights set forth above
under the heading Description of Capital Stock-Common Stock.
Warrants and Placement Agent Warrants
The following summary of certain terms and provisions of the
Warrants and Placement Agent Warrants is not complete and is subject to, and
qualified in its entirety by the provisions of the Warrants, the form of which
is filed as an exhibit to the registration statement of which this prospectus is
a part.
Duration and Exercise Price
The Warrants entitle the holders thereof to purchase up to an
aggregate of 9,023,962 shares of our Common Stock at an exercise price of $1.00
per share, commencing immediately on the issuance date and will expire October
22, 2021. The Placement Agent Warrants entitle the holders thereof to purchase
up to an aggregate of 1,226,360 shares of our Common Stock at an exercise price
of $0.875 per share, commencing immediately on the issuance date and will expire
October 22, 2021. After the close of business on the expiration date,
unexercised Warrants will become void. The Warrants and Placement Agent Warrants
were issued in certificated form.
In the absence of an effective registration statement or an
available prospectus thereunder for issuance of shares upon exercise of the
Warrants and Placement Agent Warrants as applicable, we shall be required to pay
liquidated damages to the holder during the period of time of unavailability of
an effective registration statement or prospectus, as described in the Warrants.
The exercise price of the Warrants and the Placement Agent
Warrants is subject to adjustment in the case of stock dividends or other
distributions on shares of Common Stock or any other equity or equity equivalent
securities payable in shares of Common Stock, stock splits, stock combinations,
reclassifications or similar events affecting our Common Stock.
Prior to the exercise of any Warrants or Placement Agent
Warrants, holders of the Warrants or Placement Agent Warrants will not have any
of the rights of holders of the Common Stock purchasable upon exercise,
including voting rights; provided, however, that the holders of the Warrants and
Placement Agent Warrants will have certain rights to participate in
distributions or dividends or rights offerings on our Common Stock to the extent
set forth in the certificates representing the Warrants and the Placement Agent
Warrants.
Exercisability
The Warrants and Placement Agent Warrants may not be exercised
by the holder to the extent that the holder, together with its affiliates, would
beneficially own, after such exercise more than 4.99% (or, at the election of
purchaser prior to the date of issuance, 9.99%) of Common Stock then
outstanding, subject to the right of the holder to increase or decrease such
beneficial ownership limitation upon notice to us, provided that such limitation
cannot exceed 9.99% and provided that any increase in the beneficial ownership
limitation shall not be effective until 61 days after such notice is delivered.
Fundamental Transactions
In addition, the Warrants and Placement Agent Warrants provide
that if, at any time while such Warrants Placement Agent Warrants are
outstanding, we (1) consolidate or merge with or into another corporation, (2)
sell all or substantially all of our assets or (3) are subject to or complete a
tender or exchange offer pursuant to which holders of our Common Stock are permitted to tender or exchange their
shares for other securities, cash or property and has been accepted by the
holders of 50% or more of the outstanding Common Stock, (4) effect any
reclassification, reorganization or recapitalization of our Common Stock or any
compulsory share exchange pursuant to which our Common Stock is converted into
or exchanged for other securities, cash or property, or (5) engage in one or
more transactions with another party that results in that party acquiring more
than 50% of our outstanding Common Stock (each, a Fundamental Transaction),
then the holder of such Warrants and Placement Agent Warrants shall have the
right thereafter to receive, upon exercise of the Warrant or Placement Agent
Warrant, the same amount and kind of securities, cash or property as it would
have been entitled to receive upon the occurrence of such Fundamental
Transaction if it had been, immediately prior to such Fundamental Transaction,
the holder of the number of shares of Common Stock then issuable upon exercise
of the Warrant or Placement Agent Warrant, and any additional consideration
payable as part of the Fundamental Transaction. Any successor to us or surviving
entity shall assume the obligations under the Warrant or Placement Agent
Warrant.
19
Exchange Listing
We do not plan on making an application to list the Warrants or
Placement Agent Warrants on any national securities exchange or quotation
system.
Waivers and Amendments
The provisions of the Warrants or Placement Agent Warrants may
be amended only if we obtain the written consent of a Holder.
PLAN OF DISTRIBUTION
This prospectus relates to our shares of Common Stock issuable
upon exercise of the Warrants and Placement Agent Warrants. The Warrants and
Placement Agent Warrants were offered and sold by us pursuant to a prospectus
supplement dated October 19, 2018 and a related base prospectus dated October 4,
2018. The ongoing offer for sale by us of our Common Stock issuable upon
exercise of such Warrants and Placement Agent Warrants is being made pursuant to
this prospectus.
Our Common Stock is quoted on the OTCQX under the symbol IGXT
and listed on the TSX-V under the symbol IGX.
The transfer agent and registrar for our Common Stock is
Philadelphia Stock Transfer, Inc.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed
upon by Dorsey & Whitney, LLP.
EXPERTS
IntelGenx Technologies Corp. financial statements for the years
ended December 31, 2017 and 2016 included in this registration statement have
been audited by Richter, LLP, Montreal, Quebec, an independent registered public
accounting firm, as stated in their report, and have been so included in
reliance upon the report of said firm and their authority as experts in
accounting and auditing. This report expresses an unqualified opinion.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We file reports and other information with the Securities and
Exchange Commission. 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 SECs 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 SECs toll free investor information service
can be reached at 1-800-SEC-0330.
20
DOCUMENTS INCORPORATED 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, 2017 that we filed with the SEC on March 29, 2018;
|
|
|
Our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2018 that we filed with the SEC on May 10, 2018;
|
|
|
Our Quarterly Report on Form 10-Q for the quarter ended
June 30, 2018 that we filed with the SEC on August 9, 2018;
|
|
|
Our Quarterly Report on Form 10-Q for the quarter ended
September 30, 2018 that we filed with the SEC on November 8, 2018
|
|
|
Our Proxy Statement on Schedule 14A that we filed with
the SEC on March 29, 2018 (the Proxy Statement); and
|
|
|
Our Current Reports on Form 8-K filed with the SEC on
January 26, 2018, May 10, 2018, October 17, 2018, October 22, 2018 and
December 18, 2018.
|
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.
All documents that we file with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
after the effective date of the initial registration statement of which this
prospectus is a part and all such documents that we file with the SEC after the
date of this prospectus and before the termination of the offering of our
securities shall be deemed incorporated by reference into this prospectus and to
be a part of this prospectus from the respective dates of filing such documents.
Unless specifically stated to the contrary, none of the information that we
disclose under Items 2.02 or 7.01 of any Current Report on Form 8-K that we may
from time to time furnish to the SEC will be incorporated by reference into, or
otherwise included in, this prospectus.
21
Any statement contained in a document incorporated by reference
in this prospectus shall be deemed to be modified or superseded for purposes of
this prospectus to the extent that a statement contained in this prospectus or
in any other subsequently filed document that also is or is deemed to be
incorporated by reference in this prospectus modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this prospectus.
Copies of the documents incorporated by reference in this
Prospectus may be obtained on written or oral request without charge from our
Corporate Secretary at 6420 Abrams, Ville Saint Laurent, Quebec H4S 1Y2, Canada
(telephone: (514) 331-7440).
We also maintain a web site at http://www.intelgenx.com through
which you can obtain copies of documents that we have filed with the SEC. The
contents of that site are not incorporated by reference into or otherwise a part
of this prospectus.
22
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 being registered.
All of the amounts shown are estimates, except the SEC registration fee. 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 hereby.
SEC registration fee
|
$
|
1,225
|
|
Legal fees and expenses
|
$
|
10,000
|
|
Accountants fees and
expenses
|
$
|
5,000
|
|
Printing expenses
|
$
|
1,000
|
|
Miscellaneous expenses
|
$
|
1,000
|
|
Total:
|
$
|
18,225
|
|
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.
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.
23
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
On May 8, 2018 the Company sold to accredited investors 320
units, each consisting of (i) 7,940 shares of the Companys Common Stock, (ii) a
$5,000 convertible 6% note and (iii) 7,690 warrants, for gross proceeds of
$3,200,000. Cantone Research, Inc. (Cantone) and Leede Jones Gable Inc.
(Leede Jones) acted as placement agents. As part of their commission, Cantone
and Leede Jones received an aggregate amount of 243,275 warrants. The Companys
issuance of the foregoing securities was made in reliance upon the exemption
from registration of the Securities Act provided by Rule 506(d) of Regulation D
for sales in the United States and pursuant to Regulation S for sales outside of
the United States.
On November 13, 2018, we completed a private placement of
1,428,571 shares of Common Stock to Tilray, Inc. (Tilray®) at a subscription
price of $0.70 per share for gross proceeds of $1,000,000. We intend to use the
proceeds for cannabis-infused VersaFilm product development under our
definitive license, development and supply agreement with Tilray®. The Companys
issuance of the foregoing securities was made in reliance upon the exemption
from registration of the Securities Act provided by Section 4(a)(2) and
applicable state securities laws.
Item 16. Exhibits and Financial Statement Schedules
The following exhibits are filed as part of this registration
statement.
EXHIBIT INDEX
Exhibit
No.
|
Description
|
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
|
Amendment to the Certificate of
Incorporation (incorporated by reference to the Form S-1/A filed on May
12, 2017)
|
3.5
|
By-Laws (incorporated by reference to the Form
SB-2 (File No. 333-91049) filed on November 16, 1999)
|
3.6
|
Amended and Restated By-Laws
(incorporated by reference to the Form 8-K filed on March 31, 2011)
|
3.7
|
Amended and Restated By-Laws (incorporated by
reference to the Form 8-K filed on March 21, 2012)
|
4.1
|
Form of Warrant (incorporated
by reference to the Form 8-K filed on October 22, 2018)
|
5.1*
|
Opinion of Dorsey & Whitney LLP
|
24
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
|
Registration rights agreement (incorporated by reference
to the Form SB-2 (File No. 333-135591) filed on July 3, 2006)
|
10.3
|
Principals registration rights agreement (incorporated
by reference to the Form SB-2 (File No. 333- 135591) filed on July 3,
2006)
|
10.4 +
|
2006 Stock Option Plan (incorporated by reference to the
Form S-8 filed on November 21, 2006)
|
10.5 +
|
Amended and Restated 2006 Stock Option Plan, May 29, 2008
(incorporated by reference to the Form 10-K filed on March 25, 2009)
|
10.6
|
Co-Development and Commercialization Agreement with
RedHill Biopharma Ltd. (incorporated by reference to the Form 10-Q filed
on November 9, 2010)
|
10.7 +
|
Amended and Restated 2006 Stock Option Plan (incorporated
by reference to the Form S-8 filed on November 15, 2010)
|
10.8
|
Project Transfer Agreement (incorporated by reference to
the Form 10-Q filed on May 14, 2010)
|
10.9
|
Co-development and Licensing Agreement (incorporated by
reference to the Form 10-Q filed on May 14, 2010)
|
10.10
|
License and Asset Transfer Agreement with Edgemont
Pharmaceuticals (incorporated by reference to the Form 10Q filed on May
15, 2012)
|
10.11+
|
Amended and Restated 2006 Stock Option Plan,
(incorporated by reference to the Form 8-K filed on May 9, 2013)
|
10.12
|
Engagement Letter Wainwright dated October 10, 2013,
amended December 3, 2013 (incorporated by reference to the Form S-1/A
Registration Statement filed December 16, 2013)
|
10.13
|
Amended Form of Securities Purchase Agreement
(incorporated by reference to the Form S-1/A Registration Statement filed
on December 16, 2013)
|
10.14
|
Form of Warrant (incorporated by reference to the Form
S-1/A Registration Statement filed on October 25, 2013)
|
10.15
|
Form of Placement Agent Warrant (incorporated by
reference to the Form S-1/A Registration Statement filed on December 4,
2013)
|
10.16 ++
|
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)
|
10.17 ++
|
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)
|
10.18+
|
Employment Agreement John Durham, January 2015
(incorporated by reference to the Form 10-K filed on March 31, 2015)
|
10.19+
|
Employment Agreement Andre Godin, July 2015 (incorporated
by reference to the Form 8-K filed on July 20, 2015)
|
10.20+
|
Employment Agreement Nadine Paiement, January 2016
(incorporated by reference to the Form 10- K filed on March 30, 2016)
|
10.21+
|
Employment Agreement Dana Matzen, March 2016
(incorporated by reference to the Form 10-K filed on March 30, 2016)
|
10.22+
|
2016 Stock Option Plan May, 11 2016 (incorporated by
reference to the Form S-8 Registration Statement filed on August 3, 2016)
|
10.23
|
Amended Principals Registration Rights Agreement,
November 8, 2016 (incorporated by reference to Form 10-Q filed on November
10, 2016)
|
10.24
|
Agency Agreement dated June 28, 2017 (incorporated by
reference from the Companys Form 8-K filed on July 5, 2017)
|
10.25+
|
Deferred Share Unit Plan for non-employee directors
|
10.26
|
Form of Securities Purchase Agreement (incorporated by
reference to the Form 8-K filed on May 10, 2018)
|
10.27
|
Form of Registration Rights Agreement (incorporated by
reference to the Form 8-K filed on May 10, 2018)
|
10.28
|
Form of Note (incorporated by reference to the Form 8-K
filed on May 10, 2018)
|
10.29
|
Form of Securities Purchase Agreement (incorporated by
reference to the Form 8-K filed on October 22, 2018)
|
25
* Filed herewith
+ 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
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 Corporation is relying
on Rule 430B:
(i) Each prospectus filed
by the Corporation 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
26
(b) If the Corporation 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.
(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.
(7) Insofar as Indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant pursuant to the
foregoing provision, or otherwise, the registrant has been advised that in the
opinion of the SEC such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant 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, the registrant 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 of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrants annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plans annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement 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.
27
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 December 21, 2018.
INTELGENX TECHNOLOGIES CORP.
|
|
|
By:
|
/s/
Horst G. 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)
|
28
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Horst Zerbe and Andre Godin his or her true and lawful attorney in fact
and agent, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any
or all amendments (including post effective amendments) to the Registration
Statement, and to sign any registration statement for the same offering covered
by this Registration Statement that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, and all post effective
amendments thereto, and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, each acting alone, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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
|
|
December 21, 2018
|
Horst G. Zerbe
|
|
|
|
|
|
|
|
|
|
/s/ Andre
Godin
|
|
Executive Vice President and Chief Financial
Officer
|
|
December 21, 2018
|
Andre Godin
|
|
|
|
|
|
|
|
|
|
/s/ J. Bernard
Boudreau
|
|
Director
|
|
December 21, 2018
|
J. Bernard Boudreau
|
|
|
|
|
|
|
|
|
|
/s/ John Marinucci
|
|
Director
|
|
December 21, 2018
|
John Marinucci
|
|
|
|
|
|
|
|
|
|
/s/ Bernd J.
Merlchers
|
|
Director
|
|
December 21, 2018
|
Bernd J. Melchers
|
|
|
|
|
|
|
|
|
|
/s/ Clemens
Mayr
|
|
Director
|
|
December 21, 2018
|
Clemens Mayr
|
|
|
|
|
|
|
|
|
|
/s/ Mark
Nawacki
|
|
Director
|
|
December 21, 2018
|
Mark Nawacki
|
|
|
|
|
29
IntelGenx Technologies (CE) (USOTC:IGXT)
Historical Stock Chart
From Aug 2024 to Sep 2024
IntelGenx Technologies (CE) (USOTC:IGXT)
Historical Stock Chart
From Sep 2023 to Sep 2024