Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ATAI Life Sciences N.V.

(Last)

(First)

(Middle)

WALLSTRABE 16

(Street)

BERLIN

10179

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IntelGenx Technologies Corp. [ IGXT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Promissory Note	$0.185	08/31/2023		P		$2,220,000		⁽¹⁾	08/31/2026	Common Stock	12,000,000	⁽²⁾	$2,220,000	I	By ATAI Life Sciences AG⁽³⁾
Warrant (Right to Buy)	$0.26	08/31/2023		P		11,999,100		⁽¹⁾	08/31/2026	Common Stock	11,999,100	⁽²⁾	11,999,100	I	By ATAI Life Sciences AG⁽³⁾

1. Name and Address of Reporting Person^*

ATAI Life Sciences N.V.

(Last)

(First)

(Middle)

WALLSTRABE 16

(Street)

BERLIN

10179

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ATAI Life Sciences AG

(Last)

(First)

(Middle)

WALLSTRABE 16

(Street)

BERLIN

10179

(City)

(State)

(Zip)

Explanation of Responses:

1. Each of the convertible promissory notes and the warrants are convertible and exercisable, respectively, at the option of the holder, subject to the shareholder approval limitations, as described further in the respective documents.

2. On August 31, 2023, ATAI Life Sciences AG purchased 2,220 units from the Issuer, with each unit consisting of (i) $1,000 principal amount convertible promissory note and (ii) 5,405 warrants to purchase shares of Common Stock, for aggregate consideration of $2,220,000.

3. Reflects securities held of record by ATAI Life Sciences AG, which is a wholly owned subsidiary of ATAI Life Sciences N.V., and as a result, ATAI Life Sciences N.V. may be deemed to share beneficial ownership over the securities reported herein.

	ATAI Life Sciences N.V., By: /s/ Florian Brand, Chief Executive Officer	09/05/2023
	ATAI Life Sciences AG, By: /s/ Florian Brand, Chief Executive Officer	09/05/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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