SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 or 15(d) of
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 3,
IntelGenx Technologies Corp.
(Exact name of registrant as specified in charter)
|(State or other jurisdiction of
||(Commission File No.)
||(IRS Employer |
|incorporation or organization)
6425 Abrams, Ville Saint Laurent, Quebec, H4S 1X9 Canada
(Address of principal executive offices)
Registrants telephone number, including area code:
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 (see General Instruction A.2. below):
[ ] 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))
Item 1.01 Entry Into a Material
On June 3, 2011, IntelGenx Technologies Corp. (the
Company) entered into a definitive securities purchase agreement (the
Purchase Agreement) with certain accredited and institutional investors
(collectively, the Investors) for the issuance and sale in a private
placement transaction (the US Private Offering) of 2,582,536 shares
(the Shares) of the Companys common stock, par value $0.00001 per
share (the "Common Stock") at a per share purchase price of $0.67, and
three-year warrants (the "Warrants") to purchase up to 1,291,268 shares
of Common Stock at an exercise price of $0.74 per share, for aggregate gross
proceeds of approximately $1.6 million. The number of shares of Common Stock to
be received upon the exercise of the Warrants and the exercise price of the
Warrants are subject to adjustment for reverse and forward stock splits, stock
dividends, stock combinations and other similar transactions of the Common Stock
that occur after the Closing Date.
In addition, the Company intends to enter into a definitive
subscription agreement solely with Canadian investors for the issuance and sale
in a concurrent private placement transaction (the Canadian Private
Offering) of up to an additional $1.5 million in Shares and Warrants under
the same terms and conditions as the US Private Offering.
The US and Canadian Private Offerings are expected to close on
or about June 17, 2011 (the Closing Date), subject to the satisfaction
of customary closing conditions.
The Company expects to receive aggregate gross proceeds from
the US and Canadian Private Offerings of up to approximately $3 million, before
deducting offering expenses. The Company intends to use the net proceeds from
the sale of the Shares and Warrants pursuant to the US and Canadian Private
Offerings for general corporate purposes.
In connection with the US Private Offering, on June 3, 2011,
the Company and the Investors entered into a Registration Rights Agreement (the
Registration Rights Agreement) under which the Company is obligated to
file a registration statement (the Registration Statement) with the
Securities and Exchange Commission (the SEC) registering the Shares and
the shares of Common Stock issuable upon exercise of the Warrants for resale by
the Investors on or prior to 20 days after the Closing Date (the Filing
Date). In addition, the Company agreed to use its best efforts to cause the
SEC to declare the Registration Statement effective by no later than 110 days
following the Closing Date. The Company shall also register the Shares and
Warrants to be issued pursuant to the Canadian Private Offering for resale by
the Canadian investors on the Registration Statement.
On the Closing Date, the Company shall pay/issue to the
placement agent (i) cash commissions in the amount of 7% of the aggregate gross
proceeds received by the Company in the US Private Offering; and (ii) warrants
(the Placement Agent Warrants) to purchase such number of shares of
Common Stock that are equal to 7% of the amount of Shares sold in the US Private
Offering. The Company may enter into a similar commission arrangement with one
or more agents in connection with the Canadian Private Offering.
The foregoing is a summary of certain material terms and
conditions of the Purchase Agreement, the Warrants, and the Registration Rights
Agreement, and not a complete discussion of such agreements. Accordingly, the
foregoing is qualified in its entirety by reference to the full text of the Form
of Warrant, Form of Securities Purchase Agreement and Form of Registration
Rights Agreement attached to this Current Report on Form 8-K in Exhibits 4.1,
10.1 and 10.2, respectively, and incorporated herein by reference.
On June 3, 2011, the Company issued a press release, a copy of
which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 3.02 Unregistered Sales of
The disclosure set forth in Item 1.01 to this Current Report is
incorporated into this item by reference. On the Closing Date, the Companys
issuance of the Shares, Warrants and Placement Agent Warrants will be made in
reliance upon the exemption from registration for non-public offerings under
§4(2) of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and
(a) Financial statements of businesses acquired.
(b) Pro forma financial information.
(c) Shell company transactions.
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.
By: /s/ Horst Zerbe
Name: Horst G.
Title: President and Chief Executive Officer
Date: June 3, 2011