On October 18, 2018 IntelGenx Technologies Corp. (TSX-V:IGX) (OTCQX:IGXT) (the "Company" or "IntelGenx") reported the pricing of an agency offering (the "Offering") of 17,144,314 units (the "Units") for gross proceeds of approximately US$12,000,000 million at a price of US$0.70 per Unit (the "Offering Price") (Press release, IntelGenx, OCT 18, 2018, View Source [SID1234530113]). Each Unit will consist of one share of common stock of the Company (an "Offered Share") and one half of one warrant (a "Warrant") each whole Warrant to purchase one share of common stock of the Company at an exercise price of US$1.00 per share (a "Warrant Share"). The Warrants will be exercisable immediately and will expire on the third anniversary of the date of their issuance.
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The Offering is made on a best efforts basis in the United States and the Canadian provinces of British Columbia, Alberta, Manitoba, Ontario and Québec. H.C. Wainwright & Co. ("Wainwright") is acting as the exclusive agent for the Units offered in the United States. Echelon Wealth Partners Inc. ("Echelon") is acting as the exclusive placement agent for the Units offered in Canada.
The closing of the Offering is expected to occur on or about October 22, 2018.
The Company has granted Echelon an over-allotment option exercisable, in whole or in part, at the sole discretion of Echelon, at any time prior to 5:00 p.m. (Montreal time) on the date that is the 30th day after the closing of the Offering, to purchase shares of common stock of the Company and/or Warrants in an amount representing up to an additional 15% of the number of Units sold pursuant to the Offering, at the Offering Price to cover over-allocations, if any, and for market stabilization purposes.
The Company intends to use the net proceeds of the Offering for its 2a Montelukast study, Tadalafil 505(b)(2) submission to U.S. Food and Drug Administration, and working capital.
The Company has applied to the TSX Venture Exchange ("TSXV") for approval of the listing of the Offered Shares and the Warrant Shares. The approval is subject to fulfillment by the Company of customary conditions of TSXV. There is no established trading market for the Warrants and IntelGenx does not expect a market to develop. IntelGenx does not intend to list the Warrants on any national securities exchange or any other nationally recognized trading system
The Company intends to file a final prospectus supplement (the "U.S. Supplement") to the U.S. registration statement on Form S-3 (File No. 333-227498) which was declared effective on October 15, 2018 (the "Registration Statement") and a final Canadian MJDS prospectus supplement (the "Canadian Supplement") to the Canadian MJDS short-form base shelf prospectus dated October 15, 2018 (the "MJDS Prospectus") with respect to the Offering today.
Before investing, you should read the Canadian Supplement, the U.S. Supplement, the MJDS Prospectus and the Registration Statement as well as other documents the Company has filed or will file later today with the United States Securities and Exchange Commission (the "SEC") and the Canadian securities regulators for more complete information about the Company and this offering. Copies of the Canadian Supplement and the MJDS Prospectus are available under the Corporation’s profile at www.sedar.com and copies of the U.S. Supplement and the Registration Statement can be obtained from the SEC’s website at www.sec.gov.
Copies of the U.S. Supplement, when filed, and the Registration Statement may also be obtained from H.C. Wainwright & Co., LLC, 430 Park Avenue, 3rd Floor, New York, NY 10022, by calling (646) 975-6996 or by emailing [email protected], and copies of the Canadian Supplement and the MJDS Prospectus may also be obtained from Echelon Wealth Partners Inc., 1 Adelaide Street East, Suite 2100, Toronto, ON M5C 2V9, by calling (416) 479-7370 or emailing [email protected].
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of, Units, Warrants or shares of common stock of the Company in any state or province in which such offer, solicitation or sale would be unlawful, prior to registration or qualification under the securities laws of any such state, province, or other jurisdiction.