IntelGenx Announces Closing of Previously Announced Subsequent Non-Brokered Private Placement With atai Life Sciences for Aggregate Gross Proceeds of US$750,000

Rhea-AI Summary

IntelGenx Technologies Corp. (IGX) closed a non-brokered private placement with atai Life Sciences AG for US$750,000. Shareholders approved the financing transactions. atai now has the ability to exercise a call option and purchase additional US Units. The participation of atai in the Subsequent atai Subscription and the grant of the Call Option constitute a 'related party transaction' within the meaning of MI 61-101.

Positive

• None.

Negative

• The participation of atai in the Subsequent atai Subscription and the grant of the Call Option constitute a 'related party transaction' within the meaning of MI 61-101, which, absent any available exemption, would require a formal valuation and minority approval under MI 61-101.

SAINT LAURENT, Quebec, Dec. 05, 2023 (GLOBE NEWSWIRE) -- IntelGenx Technologies Corp. (TSX:IGX) (OTCQB:IGXT) (“IntelGenx” or the “Company”) announces the closing of the previously announced subsequent non-brokered private placement (the “Subsequent atai Subscription”) of 750 units (“US Units”) with atai Life Sciences AG (“atai”) for aggregate gross proceeds of US$750,000, on the same terms as the August 31, 2023, offering of units (the “Initial Offering” and together with the Subsequent atai Subscription, the “Offering”), following the Shareholder Approvals (as defined below) obtained at the special meeting held on November 28, 2023 (the “Special Meeting”).

atai, a significant shareholder and partner of the Company, subscribed, on the date hereof, for 750 US Units at a price of US$1,000 per US Unit, each US Unit being comprised of a US$1,000 principal amount convertible promissory note (the “US Notes”) and 5,405 common stock purchase warrants (the “US Warrants”). The US Notes are convertible into shares of common stock of the Company (the “Shares”) at the option of atai at a price of US$0.185 (the “US Conversion Price”) at anytime following their issuance up to and including August 31, 2026, and bear interest at 12% per annum, payable quarterly, in arrears. The US Warrants entitle atai to purchase Shares at a price of US$0.26 per Share until December 4, 2026.

All securities issued in connection with the Subsequent atai Subscription, including Shares issuable pursuant to the conversion of the US Notes or exercise of the US Warrants, are subject to a 6-month hold period, during which time trading in the securities is restricted in accordance with applicable securities laws.

Shareholder Approvals

The Company announced on November 28, 2023, that the shareholders (the “Shareholders”) voted to approve all of the proposals related to certain financing transactions involving atai previously disclosed by the Company on August 31, 2023 (the “Financing Transactions”), including the following proposals required for the Company to proceed with the Financing Transactions not previously closed:

• the issuance of Shares at prices which may be less than the minimum price permitted under the rules of the TSX (the “Pricing Shareholder Approval”);
• the issuance of Shares in excess of 24.99% of the issued and outstanding Shares in connection with the Financing Transactions (the “General Shareholder Approval”); and
• 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 the Financing Transactions (the “Insider Shareholder Approval” and together with the Pricing Shareholder Approval and the General Shareholder Approval, the “Shareholder Approvals”).
  

All matters were approved by the required majorities which, in the case of the Pricing Shareholder Approval and the Insider Shareholder Approval, excluded the votes attached to the Shares beneficially owned, directly or indirectly, by atai, in accordance with the rules of the TSX and applicable securities regulations.

Call Option

Further to the receipt by IntelGenx of the Shareholder Approvals and the conditional approval of the Toronto Stock Exchange (pursuant to which, among other things, the Toronto Stock Exchange has conditionally approved the listing of the Shares underlying the Call Option Units (as defined below, subject to IntelGenx fulfilling all the listing requirements of the Toronto Stock Exchange) in connection with the call option granted to atai and described in the definitive proxy statement of the Company dated October 16, 2023 (the “Call Option”), atai has now the ability to exercise the Call Option and purchase up to an additional 7,401 US Units (the “Call Option Units”) at any time prior to August 31, 2026. The Call Option Units, to the extent atai exercises the Call Option in whole or in part, will be issued on the same terms as the US Units, including with respect to the US Conversion Price, maturity date, interest rate and the number of warrants issued in connection therewith. As previously disclosed, the issuance 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, which such right to be reduced by the number of Shares issuable upon the conversion of the principal amount outstanding under such issued Call Option Units.

Related Party Transaction

As previously disclosed by the Company, atai is an insider of the Company as a result of its beneficial ownership of, or control or direction over, directly or indirectly, greater than 10% of the outstanding Shares. The participation of atai in the Subsequent atai Subscription and the grant of the Call Option, both considered independently as well as together as a whole, constitute a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) which, absent any available exemption, would require a formal valuation and minority approval under MI 61-101. Additional details on the related party transaction can be found in the material change report of the Company dated September 8, 2023, the definitive proxy statement of the Company dated October 16, 2023 with respect to the Special Meeting and the Company’s press release dated November 13, 2023.

About IntelGenx

IntelGenx is a leading drug delivery company focused on the development and manufacturing of pharmaceutical films.

IntelGenx’s superior film technologies, including VersaFilm^®, DisinteQ™, VetaFilm^® and transdermal VevaDerm™, allow for next generation pharmaceutical products that address unmet medical needs. IntelGenx’s innovative product pipeline offers significant benefits to patients and physicians for many therapeutic conditions.

IntelGenx’s highly skilled team provides comprehensive pharmaceuticals services to pharmaceutical partners, including R&D, analytical method development, clinical monitoring, IP and regulatory services. IntelGenx’s state-of-the-art manufacturing facility offers full service by providing lab-scale to pilot- and commercial-scale production. For more information, visit www.intelgenx.com.

Forward-Looking Information

This document may contain forward-looking information which involve substantial risks and uncertainties. Statements that are not purely historical are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. All statements, other than statements of historical fact, contained in this press release including, but not limited to, generally, the “About IntelGenx” paragraph which essentially describe the Corporation’s outlook and objectives, constitute “forward-looking information” or “forward-looking statements” and are based on necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Corporation as the time of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. All forward-looking statements are expressly qualified in their entirety by this cautionary statement. Because these forward-looking statements are subject to a number of risks and uncertainties, IntelGenx’ actual results, objectives and plans could differ materially from those expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed under the heading “Risk Factors” in IntelGenx’ annual report on Form 10-K, filed with the United States Securities and Exchange Commission and available at www.sec.gov, and also filed with Canadian securities regulatory authorities at www.sedarplus.ca. IntelGenx assumes no obligation to update any such forward-looking statements. Moreover, all forward-looking information contained herein is subject to certain assumptions. There can be no assurance that such approvals will be obtained.

For more information, please contact:

Stephen Kilmer
Investor Relations
(647) 872-4849
stephen@kilmerlucas.com

Or

Andre Godin, CPA, CA
President and CFO
IntelGenx Technologies Corp.
(514) 331-7440 ext 203
andre@intelgenx.com

FAQ

What is the recent announcement from IntelGenx Technologies Corp. (IGX)?

IntelGenx Technologies Corp. (IGX) closed a non-brokered private placement with atai Life Sciences AG for US$750,000.

What did the shareholders approve related to the financing transactions?

Shareholders approved the issuance of shares at prices which may be less than the minimum price permitted under the rules of the TSX, the issuance of shares in excess of 24.99% of the issued and outstanding shares, and the issuance of shares to 'insiders' of the Company in excess of 9.99% of the issued and outstanding shares.

What is the related party transaction involving atai and IntelGenx Technologies Corp. (IGX)?

The participation of atai in the Subsequent atai Subscription and the grant of the Call Option constitute a 'related party transaction' within the meaning of MI 61-101.