Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
May 10 2019 - 3:27PM
Edgar (US Regulatory)
Filed pursuant to Rule 424(b)(3)
Registration No. 333-226239
PROSPECTUS SUPPLEMENT NO. 28
(To Prospectus
dated August 8, 2018)
INTELLIPHARMACEUTICS INTERNATIONAL INC.
Common Shares
This Prospectus
Supplement No. 28 (this
“
Prospectus Supplement
”
) amends and supplements our
Prospectus dated August 8, 2018, as previously supplemented (the
“
Prospectus
”
), which form a part of our
Registration Statement (our
“
Registration Statement
”
) on Form F-1 (Registration No.
333-226239). This Prospectus Supplement is being filed to update,
amend and supplement the information included or incorporated by
reference in the Prospectus with the information contained in this
Prospectus Supplement. The Prospectus and this Prospectus
Supplement relate to the resale, from time to time, of up to
6,858,334 common shares by certain of our shareholders identified
in the Prospectus.
This Prospectus
Supplement includes information from our Report on Form 6-K, which
was filed with the Securities and Exchange Commission on May 10,
2019. The Report, as filed, is set forth below.
This Prospectus
Supplement should be read in conjunction with the Prospectus,
except to the extent that the information in this Prospectus
Supplement updates and supersedes the information contained in the
Prospectus.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE
“SEC”) NOR ANY STATE SECURITIES COMMISSION OR CANADIAN
SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT IS TRUTHFUL
OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
_______________
The date of this
Prospectus Supplement is May 10, 2019
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2019.
Commission File Number:
000-53805
Intellipharmaceutics International Inc.
(Translation
of registrant's name into English)
30 WORCESTER ROAD TORONTO, ONTARIO M9W 5X2
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F. Form 20-F [X]
Form 40-F [ ]
Indicate by check mark if the registrant is
submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(1):
Note:
Regulation S-T Rule 101(b)(1) only permits the
submission in paper of a Form 6-K if submitted solely to provide an
attached annual report to security holders.
Indicate by check mark if the registrant is
submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(7):
Note:
Regulation S-T Rule 101(b)(7) only permits the
submission in paper of a Form 6-K if submitted to furnish a report
or other document that the registrant foreign private issuer must
furnish and make public under the laws of the jurisdiction in which
the registrant is incorporated, domiciled or legally organized (the
registrant’s “home country”), or under the rules
of the home country exchange on which the registrant’s
securities are traded, as long as the report or other document is
not a press release, is not required to be and has not been
distributed to the registrant’s security holders, and, if
discussing a material event, has already been the subject of a Form
6-K submission or other Commission filing on
EDGAR.
This Report of Foreign Private Issuer on Form 6-K
and the attached Exhibit 99.1 shall be incorporated by reference
into the Company’s effective Registration Statements on Form
F-3, as amended and supplemented (Registration Statement Nos.
333-172796 and 333-218297), filed with the Securities and Exchange
Commission, from the date on which this Report is filed, to the
extent not superseded
by
documents or reports subsequently filed or furnished by
Intellipharmaceutics International Inc. under the Securities Act of
1933 or the Securities Exchange Act of 1934.
The following
exhibit is attached to this report on Form 6-K:
Exhibit
No.
|
Description
|
99.1
|
News Release dated
May 10, 2019 -
Intellipharmaceutics Announces FDA Approval for
Generic
Pristiq(R)
|
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, thereunto duly authorized.
|
Intellipharmaceutics International Inc.
|
Date:
May 10, 2019
|
By:
|
/s/ Greg Powell
|
|
|
Greg
Powell
Chief
Financial Officer
|
EXHIBIT
99.1
Intellipharmaceutics Announces
FDA Approval for
Generic
Pristiq(R)
Toronto, Ontario, May 10, 2019,
Intellipharmaceutics International Inc. (OTCQB: IPCIF and
TSX:IPCI)
("Intellipharmaceutics" or the "Company"), a
pharmaceutical company specializing in the research, development
and manufacture of novel and generic controlled-release and
targeted-release oral solid dosage drugs, announced today
that it has
received approval from the U.S. Food and Drug Administration
("FDA") for the Company's abbreviated new drug application ("ANDA")
for
desvenlafaxine
extended-release tablets in the 50 and 100 mg strengths. The
approved product is a generic equivalent of the branded product
Pristiq
®
.
Desvenlafaxine extended-release
tablets are a serotonin and norepinephrine reuptake inhibitor
("SNRI") indicated for the treatment of major depressive disorder
("MDD").
Dr. Isa
Odidi, CEO of Intellipharmaceutics, stated, "We have achieved yet
another milestone and believe that this approval demonstrates the
Company’s ability to successfully take product candidates
from development to regulatory approval.”
According to Symphony Health Solutions
Corporation, sales in the United States for the 12 months ended
March
2019 of Pristiq
®
and
all generic equivalents, were approximately $268 Million (in TRx
MBS Dollars), which represents projected new and refilled
prescriptions representing a standardized dollar metric based on
manufacturer's published catalog or list prices to wholesalers and
does not represent actual transaction prices and does not include
prompt pay or other discounts, rebates or reductions in
price.
Several
other generic versions of this product are currently available in
the market. There can be no assurance that the Company's
desvenlafaxine extended-release 50 mg, and 100 mg tablets will be
successfully commercialized and produce significant revenue for
us.
About
Intellipharmaceutics
Intellipharmaceutics
International Inc. is a pharmaceutical company specializing in the
research, development and manufacture of novel and generic
controlled-release and targeted-release oral solid dosage drugs.
The Company's patented Hypermatrix
™
technology is a multidimensional
controlled-release drug delivery platform that can be applied to a
wide range of existing and new pharmaceuticals.
Intellipharmaceutics has developed several drug delivery systems
based on this technology platform, with a pipeline of products
(some of which have received FDA approval) in various stages of
development. The Company has ANDA and NDA 505(b)(2) drug product
candidates in its development pipeline. These include the
Company
’
s abuse-deterrent
oxycodone hydrochloride extended release formulation
(“Oxycodone ER”) based on its proprietary
nPODDDS
™
novel Point Of
Divergence Drug Delivery System (for which an NDA has been filed
with the FDA), and Regabatin
™
XR (pregabalin extended-release
capsules).
Cautionary
Statement Regarding Forward-Looking Information
Certain statements in this document constitute
“forward-looking statements” within the meaning of the
United States Private Securities Litigation Reform Act of 1995
and/or “forward-looking information” under the
Securities Act (Ontario).
These statements
include, without limitation, statements expressed or implied
regarding our expectations regarding our plans, goals and
milestones, status of developments or expenditures relating to our
business, plans to fund our current activities, and statements
concerning our partnering activities, health regulatory
submissions, strategy, future operations, future financial
position, future sales, revenues and profitability, projected costs
and market penetration and risks or uncertainties related to our
ability to comply with OTCQB and TSX
requirements
. In some cases,
you can identify forward-looking statements by terminology such as
“appear”, “unlikely”, “target”,
"may", "will", "should", "expects", "plans", "plans to",
"anticipates", "believes", "estimates", "predicts", "confident",
"prospects", "potential", "continue", "intends", "look forward",
"could", “would”, “projected”,
“goals”, “set to”, “seeking” or
the negative of such terms or other comparable terminology. We made
a number of assumptions in the preparation of our forward-looking
statements. You should not place undue reliance on our
forward-looking statements, which are subject to a multitude of
known and unknown risks and uncertainties that could cause actual
results, future circumstances or events to differ materially from
those stated in or implied by the forward-looking statements. Risks
and uncertainties relating to us and our business can be found in
the "Risk Factors" section of our latest annual information form,
our latest Form 20-F, and our latest Form F-1 and Form F-3
registration statements (including any documents forming a part
thereof or incorporated by reference therein), as amended, as well
as in our reports, public disclosure documents and other filings
with the securities commissions and other regulatory bodies in
Canada and the U.S., which are available on www.sedar.com and
www.sec.gov. The forward-looking statements reflect our current
views with respect to future events and are based on what we
believe are reasonable assumptions as of the date of this document
and we disclaim any intention and have no obligation or
responsibility, except as required by law, to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Trademarks
used herein are the property of their respective
holders.
Unless the
context otherwise requires, all references to "we," "us," "our,"
"Intellipharmaceutics," and the "Company" refer to
Intellipharmaceutics International Inc. and its
subsidiaries.
CONTACT
INFORMATION
Company
Contact:
Intellipharmaceutics
International Inc.
Greg Powell
Chief Financial
Officer
416.798.3001 ext.
106
investors@intellipharmaceutics.com
Investor
Contact:
PCG
Advisory
Kirin Smith
646.863.6519
ksmith@pcgadvisory.com
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