TORONTO, Oct. 10,
2023 /CNW/ - This press release is being issued
pursuant to National Instrument 62-103 – The Early Warning
System and Related Take-Over Bid and Insider Reporting
Issues ("NI 62-103"), in connection with certain
transactions completed by atai Life Sciences AG (Nasdaq: ATAI)
("atai") and IntelGenx Technologies Corp. (the
"IntelGenx"), that were previously described in a press
release issued by IntelGenx on August
31 2023.
On August 31, 2023, IntelGenx
announced that, in connection with a non-brokered offering (the
"Offering") of units (the "US Units"), each comprised
of a US$1,000 principal amount
convertible promissory note and 5,405 common stock purchase
warrants, IntelGenx had agreed to, among other things: (i) enter
into a second amendment (the "Second Amendment") to the
amended and restated loan agreement dated as of September 14, 2021 (the "Loan Agreement")
to provide, among other things, for the ability for atai to convert
the principal and accrued interest outstanding under the Loan
Agreement into common stock of IntelGenx ("Shares") at a
price of US$0.185 per Share (the
"Conversion Feature"); and (ii) enter into an amendment (the
"Subscription Agreement Amendment") to the subscription
agreement entered into by and between IntelGenx and atai in
connection with the Offering, to provide atai with the right (the
"Call Option") to purchase up to an additional 6,013 US
Units at any time prior to August 31,
2026.
On October 6, 2023, atai and
IntelGenx entered into the Second Amendment and the Subscription
Agreement Amendment, both effective September 30, 2023 (the "Transaction"). In
connection with the Second Amendment, atai and IntelGenx entered
into a second amended and restated loan agreement to provide for
the Conversion Feature. In connection with the Call Option, atai
and IntelGenx entered into the Subscription Agreement Amendment,
pursuant to which IntelGenx granted atai the option to purchase up
to an additional 7,401 US Units (the "Call Option Units") at
any time prior to August 31, 2026.
Pursuant to the Subscription Agreement Amendment, the acquisition
of any Call Option Units will result in a corresponding reduction
in atai's remaining purchase right pursuant to the amended and
restated securities purchase agreement dated May 14, 2021 (the "2021 Purchase Right"),
with such right to be reduced by the maximum number of Shares
issuable in connection with such Call Option Units, and (ii) in the
event that the 2021 Purchase Right has been fully or partially
exercised such that the aggregate number of Shares issued
thereunder together with the number of Shares issuable in
accordance with the Call Option would exceed 100,000,000, the
number of Shares that may be issued in connection with the Call
Option shall be reduced such that the aggregate number of Shares
issued thereunder together with the number of Shares issuable in
accordance with the Call Option does not exceed 100,000,000. The
exercise of the Call Option is subject to the prior approval of the
shareholders of IntelGenx.
Immediately prior to the Transaction, excluding Shares issuable
upon the conversion of interest that may be outstanding from time
to time, atai had ownership and control over securities convertible
into approximately 269,152,849 Shares representing approximately
66.2% of the issued and outstanding Shares, on a partially diluted
basis. Following the Transaction, assuming the conversion of the
outstanding principal balance of the Loan Agreement and/or exercise
of the Call Option (including the underlying securities) and
excluding Shares issuable upon the conversion of interest that may
be outstanding from time to time, atai would beneficially own or
control in aggregate 237,732,850 Shares representing approximately
63.4% of the issued and outstanding Shares, on a partially diluted
basis.
atai's acquisitions and dispositions were made in connection
with atai's existing investment in IntelGenx. In accordance with
applicable securities laws, atai may, from time to time and at any
time, acquire additional shares and/or other equity, debt or other
securities or instruments (collectively, "Securities") of
IntelGenx in the open market or otherwise, and reserves the right
to dispose of any or all of its Securities in the open market or
otherwise at any time and from time to time, and to engage in
similar transactions with respect to the Securities, the whole
depending on market conditions, the business and prospects of
IntelGenx and other relevant factors.
An early warning report will be filed under IntelGenx's profile
on the SEDAR+ website at www.sedarplus.ca. To obtain more
information or to obtain a copy of the early warning report filed
in respect of this press release, please contact atai by email
at ir@atai.life or by mail at c/o atai Life Sciences AG,
Wallstraße 16, 10179, Berlin,
Germany.
The mailing address of IntelGenx is located at 6420 Rue Abrams,
Saint-Laurent, QC H4S 1Y2,
Canada.
SOURCE atai Life Sciences AG