IGXT IntelGenx Technologies Corporation (QB)

---

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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 28, 2023

INTELGENX TECHNOLOGIES CORP.
(Exact name of registrant as specified in its charter)

Delaware	000-31187	87-0638336
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

6420 Abrams
St- Laurent, Quebec, Canada H4S 1Y2
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (514) 331-7440

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Title of each class		Trading Symbols		Name of each exchange on which registered
Common Stock, $0.00001 par value		IGXT		OTCQB
		IGX		TSX

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

---

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

IntelGenx Technologies Corp. (the "Company" or "IntelGenx") held a Special Meeting of Shareholders on November 28, 2023 (the "Special Meeting"). At the Special Meeting, the Company's shareholders approved an amendment (the "Certificate of Amendment") to the Company's Certificate of Incorporation (the "Certificate of Incorporation") to increase the total number of authorized shares of capital stock of the Company from 470,000,000 to 580,000,000 and to increase the total authorized shares of the Company's common stock at $0.00001 par value (the "IntelGenx Common Stock"), from 450,000,000 shares to 580,000,000 shares. Following this approval, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware on November 28, 2023.

The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Special Meeting was held in a virtual-only format, for those who were shareholders of the Company at the close of business on October 2, 2023 (the "Record Date"), pursuant to notice and proxy materials duly communicated to them.  As of the Record Date, there were 174,658,096 shares outstanding of IntelGenx Common Stock.  At the Special Meeting, shareholders as of the Record Date holding 127,393,948 shares (72,94%) of the IntelGenx Common Stock, were present at the virtual meeting or per proxy.  Each such shareholder was entitled to one vote for each share of the IntelGenx Common Stock held on the Record Date.

At the Special Meeting, the following proposals were submitted to votes of the Company's shareholders:

(i) Proposal 1. The approval of an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of IntelGenx Common Stock that the Company is authorized to issue from 450,000,000 to 580,000,000.

(ii) Proposal 2. The approval of, for purposes of complying with Sections 607(e) and 607(i) of the Toronto Stock Exchange ("TSX") Company Manual, the issuance of shares of common stock of the Company (each, a "Share") at prices which may be less than the minimum price permitted under the rules of the TSX in connection with certain financing transactions, as further described in the proxy statement.

(iii) Proposal 3. The approval of, for purposes of complying with Section 607(g)(i) of the TSX Company Manual the issuance of Shares in excess of 24.99% of the issued and outstanding Shares in connection with certain financing transactions, as further described in the proxy statement.

(iv) Proposal 4. The approval of, for purposes of complying with Section 607(g)(ii) of the TSX Company Manual, the issuance of Shares to "insiders" of the Company (as such term is defined in the policies of the TSX) in excess of 9.99% of the issued and outstanding Shares in connection with certain financing transactions, as further described in the proxy statement.

(v) Proposal 5. The approval of, the adjournment of the Special Meeting, if necessary, to continue to solicit votes in favor of the foregoing proposals.

---

(i) The following votes were received at the Special Meeting from the shareholders to approve Proposal 1, and such proposal was approved:

For		Against		Abstain		Broker Non-Votes
110,455,846		16,701,727		236,375		0

(ii) The following votes were received at the Special Meeting from the shareholders to approve Proposal 2, and such proposal was approved:

For		Against		Abstain		Broker Non-Votes
91,208,847		9,245,203		445,069		26,494,829

(iii) The following votes were received at the Special Meeting from the shareholders to approve Proposal 3, and such proposal was approved:

For		Against		Abstain		Broker Non-Votes
93,213,408		7,256,562		429,149		26,494,829

(iv)The following votes were received at the Special Meeting from the shareholders to approve Proposal 4, and such proposal was approved:

For		Against		Abstain		Broker Non-Votes
93,688,956		6,705,214		504,949		26,494,829

(v) The following votes were received at the Special Meeting from the shareholders to approve Proposal 5, and such proposal was approved:

For		Against		Abstain		Broker Non-Votes
112,459,095		13,766,722		1,168,129		2

No other matters were submitted to or voted on by the shareholders.

Further information concerning the matters voted upon at the Special Meeting, as well as the required approval threshold and the effect of broker non-votes, withheld votes and abstentions on each vote, is contained in the Company's proxy statement, dated October 16, 2023, with respect to the Special Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
3.1	Certificate of Amendment to the Certificate of Incorporation filed November 28, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INTELGENX TECHNOLOGIES CORP.
Date: November 28, 2023
	By:	/s/ Ingrid Zerbe
		Ingrid Zerbe
		Corporate Secretary

---

1)	The name of the Corporation is INTELGENX TECHNOLOGIES CORP.
2)	He is the duly elected Chief Executive Officer of the Corporation.
3)	The Certificate of Incorporation of this Corporation was originally filed with the Secretary of State of Delaware on July 27, 1999.
4)	A Certificate of Amendment of Certificate of Incorporation was originally filed with the Secretary of State of Delaware on August 11, 2006.
5)	A second Certificate of Amendment of Certificate of Incorporation was originally filed with the Secretary of State of Delaware on May 10, 2007.
6)	A third Certificate of Amendment of Certificate of Incorporation was originally filed with the Secretary of State of Delaware of May 11, 2017.
7)	A fourth Certificate of Amendment of Certificate of Incorporation was originally filed with the Secretary of State of Delaware of May 12, 2021.
8)	The Certificate of Incorporation of the Corporation is hereby amended to increase the number of authorized shares of common stock from Four Hundred Fifty Million (450,000,000) to Five Hundred Eight Million (580,000,000) with a par value of $.00001 per share.
9)	To effect such Amendment, the Fourth paragraph of the Corporation's Certificate of Incorporation is hereby amended to read in its entirety as follows:
	Fourth. The Corporation is authorized to issue two classes of stock. One class of stock shall be common stock, par value $0.00001. The second class of stock shall be "blank check" preferred stock, par value $0.00001. The "blank check" preferred stock, or any series thereof, shall have such voting powers, designations, preferences and relative, participating, optional or other special rights and qualifications, limitations, or restrictions thereof as shall be stated and expressed in the resolution or resolutions providing for the issue of such stock adopted by the board or directors and may be made dependent upon facts ascertainable outside such resolution or resolutions of the board of directors pursuant to authority expressly vested in it by the provisions of this Certificate of Incorporation, provided that the matter in which such facts shall operate upon such voting powers, designations, preferences, rights and qualifications, limitations or restrictions of such class or series of stock is clearly and expressly set forth in the resolution or resolutions providing for the issuance of such stock by the board of directors.
	The total number of shares of stock which is the Corporation is authorized to issue is as follows:

					Authorized
Class		Par Value			Shares
Common stock	$	0.00001			580,000,000
Preferred stock	$	0.00001			20,000,000

10)	The foregoing Amendment of the Certificate of Incorporation was authorized by the unanimous written consent of all the directors of the Corporation and by the majority stockholders entitled to vote thereon, in accordance with Sections 228 and 242 of the DGCL.

X

- Definition Boolean flag that is true when the XBRL content amends previously-filed or accepted submission. + References No definition available. + Details Name: dei_AmendmentFlag Namespace Prefix: dei_ Data Type: xbrli:booleanItemType Balance Type: na Period Type: duration

X

- Definition Area code of city + References No definition available. + Details Name: dei_CityAreaCode Namespace Prefix: dei_ Data Type: xbrli:normalizedStringItemType Balance Type: na Period Type: duration

X

- Definition End date of current fiscal year in the format --MM-DD. + References No definition available. + Details Name: dei_CurrentFiscalYearEndDate Namespace Prefix: dei_ Data Type: xbrli:gMonthDayItemType Balance Type: na Period Type: duration

X

- Definition The date the document was made available and submitted, in YYYY-MM-DD format. The date of submission, date of acceptance by the recipient, and the document effective date are all potentially different. + References No definition available. + Details Name: dei_DocumentCreationDate Namespace Prefix: dei_ Data Type: xbrli:dateItemType Balance Type: na Period Type: duration

X

- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. + References No definition available. + Details Name: dei_DocumentInformationLineItems Namespace Prefix: dei_ Data Type: xbrli:stringItemType Balance Type: na Period Type: duration

X

- Definition For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD. + References No definition available. + Details Name: dei_DocumentPeriodEndDate Namespace Prefix: dei_ Data Type: xbrli:dateItemType Balance Type: na Period Type: duration

X

- Definition The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'. + References No definition available. + Details Name: dei_DocumentType Namespace Prefix: dei_ Data Type: dei:submissionTypeItemType Balance Type: na Period Type: duration

X

- Definition Address Line 1 such as Attn, Building Name, Street Name + References No definition available. + Details Name: dei_EntityAddressAddressLine1 Namespace Prefix: dei_ Data Type: xbrli:normalizedStringItemType Balance Type: na Period Type: duration

X

- Definition Name of the City or Town + References No definition available. + Details Name: dei_EntityAddressCityOrTown Namespace Prefix: dei_ Data Type: xbrli:normalizedStringItemType Balance Type: na Period Type: duration

X

- Definition ISO 3166-1 alpha-2 country code. + References No definition available. + Details Name: dei_EntityAddressCountry Namespace Prefix: dei_ Data Type: dei:countryCodeItemType Balance Type: na Period Type: duration

X

- Definition Code for the postal or zip code + References No definition available. + Details Name: dei_EntityAddressPostalZipCode Namespace Prefix: dei_ Data Type: xbrli:normalizedStringItemType Balance Type: na Period Type: duration

X

- Definition Name of the state or province. + References No definition available. + Details Name: dei_EntityAddressStateOrProvince Namespace Prefix: dei_ Data Type: dei:stateOrProvinceItemType Balance Type: na Period Type: duration

X

- Definition A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2 + Details Name: dei_EntityCentralIndexKey Namespace Prefix: dei_ Data Type: dei:centralIndexKeyItemType Balance Type: na Period Type: duration

X

- Definition Indicate if registrant meets the emerging growth company criteria. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2 + Details Name: dei_EntityEmergingGrowthCompany Namespace Prefix: dei_ Data Type: xbrli:booleanItemType Balance Type: na Period Type: duration

X

- Definition Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen. + References No definition available. + Details Name: dei_EntityFileNumber Namespace Prefix: dei_ Data Type: dei:fileNumberItemType Balance Type: na Period Type: duration

X

- Definition Two-character EDGAR code representing the state or country of incorporation. + References No definition available. + Details Name: dei_EntityIncorporationStateCountryCode Namespace Prefix: dei_ Data Type: dei:edgarStateCountryItemType Balance Type: na Period Type: duration

X

- Definition The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2 + Details Name: dei_EntityRegistrantName Namespace Prefix: dei_ Data Type: xbrli:normalizedStringItemType Balance Type: na Period Type: duration

X

- Definition The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2 + Details Name: dei_EntityTaxIdentificationNumber Namespace Prefix: dei_ Data Type: dei:employerIdItemType Balance Type: na Period Type: duration

X

- Definition Local phone number for entity. + References No definition available. + Details Name: dei_LocalPhoneNumber Namespace Prefix: dei_ Data Type: xbrli:normalizedStringItemType Balance Type: na Period Type: duration

X

- Definition Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c + Details Name: dei_PreCommencementIssuerTenderOffer Namespace Prefix: dei_ Data Type: xbrli:booleanItemType Balance Type: na Period Type: duration

X

- Definition Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b + Details Name: dei_PreCommencementTenderOffer Namespace Prefix: dei_ Data Type: xbrli:booleanItemType Balance Type: na Period Type: duration

X

- Definition Title of a 12(g) registered security. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection g + Details Name: dei_Security12gTitle Namespace Prefix: dei_ Data Type: dei:securityTitleItemType Balance Type: na Period Type: duration

X

- Definition Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12 + Details Name: dei_SolicitingMaterial Namespace Prefix: dei_ Data Type: xbrli:booleanItemType Balance Type: na Period Type: duration

X

- Definition Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425 + Details Name: dei_WrittenCommunications Namespace Prefix: dei_ Data Type: xbrli:booleanItemType Balance Type: na Period Type: duration