IntelGenx Reminds Shareholders to Vote at Upcoming Special Meeting
SAINT LAURENT, Quebec, Nov. 13, 2023 (GLOBE NEWSWIRE) -- IntelGenx Technologies Corp. (TSX:IGX) (OTCQB:IGXT) (“IntelGenx” or the “Company”) wishes to remind its shareholders of record as of October 2, 2023 (the “Shareholders”) of the importance of a vote FOR the various proposals detailed below at the upcoming special meeting of Shareholders to be held on November 28, 2023 (the “Special Meeting”) as a virtual meeting only.
At the Special Meeting, Shareholders will be asked to vote:
to amend the certificate of incorporation of the Company to increase the authorized common stock from 450,000,000 shares of common stock (the “Shares”) to 580,000,000 Shares;
to approve (the “Pricing Shareholder Approval”) for purposes of complying with Sections 607(e) and 607(i) of the Toronto Stock Exchange (“TSX”) Company Manual, the issuance of Shares at prices which may be less than the minimum price permitted under the rules of the TSX in connection with certain financing transactions involving atai Life Sciences AG (“atai”) previously disclosed by the Company on August 31, 2023 (the “Financing Transactions”), as further described in the proxy statement of the Company dated October 16, 2023 (the “Proxy Statement”);
to approve (the “General Shareholder Approval”) for purposes of complying with Section 607(g)(i) of the TSX Company Manual the issuance of Shares in excess of 24.99% of the issued and outstanding Shares in connection with the Financing Transactions, as further described in the Proxy Statement;
to approve (the “Insider Shareholder Approval”) for purposes of complying with Section 607(g)(ii) of the TSX Company Manual, 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, as further described in the Proxy Statement; and
to approve the adjournment of the Special Meeting, if necessary, to continue to solicit votes in favor of the foregoing proposals.
IntelGenx wishes to inform that the Company has been advised that the Autorité des marchés financiers (“AMF”) considers the Financing Transactions are subject to the minority vote prescribed by Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions. Therefore, the affirmative vote of a majority of the votes cast at the Special Meeting, excluding the votes attached to the Shares beneficially owned, directly or indirectly, by atai will effectively be required to approve the Financing Transactions. As explained in the Proxy Statement, the Financing Transactions are, by their terms, cross-conditional and require that the Company obtain each of the Pricing Shareholder Approval, the General Shareholder Approval and the Insider Shareholder Approval.
Should the Company fail to obtain any of these approvals, (i) at the request of the AMF, atai has undertaken not to exercise its rights to conversion of the principal outstanding under the Loan Agreement into Shares and to payment of Interest accrued and outstanding under the Second Loan Agreement in Shares, (ii) the Company would be proscribed to proceed with the portions of the Financing Transactions which have not already been completed, namely the Call Option and the Subsequent atai Subscription (each defined in the Proxy Statement), and (iii) the Company would be deemed in default of its obligations under the Loan Amendment, the Second Loan Agreement, the Notes, the Subscription Agreement Amendment and the Warrants (each as defined in the Proxy Statement).
As set out in the Proxy Statement, the board of directors of IntelGenx believes the Financing Transactions are in the best interest of the Company and unanimously recommends that the Shareholders vote “FOR” all matters put to a vote at the Special Meeting.
Copies of the Proxy Statement and related documents are available at https://annualgeneralmeetings.com/igxtsp2023, on SEDAR+ under the Company's profile at www.sedarplus.ca and under the Company’s profile on EDGAR at sec.gov. The Proxy Statement contains important information, including a description of the Financing Transactions and of the matters put to a vote with respect to such Financing Transactions. IntelGenx strongly encourages all Shareholders who would like to attend, participate and/or vote virtually online to carefully follow the procedures outlined in the Proxy Statement.
Shareholders who have questions regarding the Financing Transactions or require assistance with voting may contact the Company’s proxy solicitation agent, Innisfree M&A Incorporated toll free at (877) 800-5194.
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, statements regarding, 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
