SEC FORM
3
SEC Form 3
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
05/14/2021
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3. Issuer Name and Ticker or Trading Symbol
IntelGenx Technologies Corp.
[ IGXT ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
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| 1. Title of Security (Instr.
4)
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2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Common Stock, $0.00001 par value per share |
37,300,000 |
D |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Warrant (Right to Buy) |
|
05/14/2024 |
Common Stock, $0.00001 par value |
22,380,000
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0.35 |
D |
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| Warrant (Right to Buy) |
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05/14/2024 |
Common Stock, $0.00001 par value |
130,000,000
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D |
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| Warrant (Right to Buy) |
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Common Stock, $0.00001 par value |
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D |
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
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| Remarks: |
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/s/ Florian Brand, Chief Executive Officer of ATAI Life Sciences B.V. and ATAI Life Sciences AG |
05/24/2021 |
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** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
5
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Explanation of Responses:
(1) Immediately exercisable.
(2) On March 14, 2021, the Issuer entered into a securities purchase agreement
(the "Initial Securities Purchase Agreement") with ATAI Life Sciences AG
providing for the purchase of the Initial Units (as defined below) and the
Additional Units Warrant (as defined below) by ATAI Life Sciences AG (the
"Investment"). Under the Initial Securities Purchase Agreement, ATAI Life
Sciences AG agreed to purchase, following receipt of approval of the
stockholders of the Issuer (the "Stockholders") at the Issuer's Annual Meeting
of the Stockholders (the "Meeting"), (A) an aggregate of 37,300,000 units of the
Issuer (the "Initial Units") at a price of US$0.331 per Initial Unit, each
Initial Unit to be issued being comprised of one share of Common Stock (an
"Initial Share") and 0.60 of a warrant (each whole warrant, an "Initial
Warrant") for an aggregate consideration of US$12,346,300, and (B) a warrant
(the "Additional Units Warrant") to acquire up to 130,000,000 additional units
of the Issuer (the "Additional Units" and collectively with the Initial Units,
the "Units") for a period of three years from the closing of the initial
investment, each Additional Unit to be issued being comprised of one share of
Common Stock (an "Additional Warrant Share") and 0.50 of one warrant (each such
whole warrant, an "Additional Warrant" and collectively with the Initial
Warrants, the "Warrants").
On May 11, 2021, the Stockholders of the Issuer approved the Investment at the
Meeting, and the Initial Securities Purchase Agreement was amended and restated
on May 14, 2021 (together with the Initial Securities Purchase Agreement, the
"Securities Purchase Agreement") in order to effect certain mechanical
amendments involving settlement of securities.
(3) Under the Securities Purchase Agreement, ATAI Life Sciences AG is entitled,
upon exercise of the Additional Units Warrant, to purchase up to 130,000,000
Additional Units at the following purchase price: (a) for Additional Units
purchased on or before the first anniversary of the Meeting and that do not
result in ATAI Life Sciences AG owning more than 74,600,000 shares of Common
Stock, US$0.331 per Additional Unit; or (b) for Additional Units purchased (x)
that cause ATAI Life Sciences AG to hold more than 74,600,000 shares of Common
Stock or (y) after the first anniversary of the Meeting, the lower of: (i) 120%
of the subsequent closing volume weighted average trading price per Additional
Unit; or (ii) before the second anniversary of the Meeting, US$0.50 per
Additional Unit and after the second anniversary of the Meeting, US$0.75 per
Additional Unit.
(4) Each Additional Warrant would entitle ATAI Life Sciences AG to purchase one
Additional Warrant Share for a period of 36 months following their date of
issuance, at an exercise price equal to the price per Additional Unit plus a
premium of 20%; provided, that, the exercise of any Additional Warrants may not
exceed the lesser of (x) 44,000,000 shares of Common Stock (subject to customary
anti-dilution adjustments) and (y) the number of shares of Common Stock issued
by the Issuer to persons other than ATAI Life Sciences AG and its affiliates
having a right to convert existing convertibles, warrants and other instrument
held by such persons as of February 15, 2021 (collectively, "Outstanding
Convertibles"). The Additional Warrants will further provide that the exercise
price for a given Additional Warrant may be, at ATAI Life Sciences AG's
discretion, adjusted downward to equal the exercise price per share of Common
Stock of any Outstanding Convertibles that were exercised and to which the
exercise of the Additional Warrant Share is associated for the purposes of (x)
above.
