SAINT LAURENT, Quebec, March 20, 2018 (GLOBE NEWSWIRE) -- IntelGenx Technologies Corp. (TSXV:IGX) (OTCQX:IGXT) (the “Company” or “IntelGenx”) announces that further to its news release issued on March 19, 2018 in connection with the proposed acquisition by IntelGenx Corp., the Company’s operating subsidiary, of the pharmaceutical consulting firm Laboval Inc. (the “Acquisition”) and the Company’s intention to finance the Acquisition and related fees and costs by way of private placement, the Company has entered into an agreement with a placement agent (the “Placement Agency Agreement”) providing for the issuance of up to 15,873,016 units (the “Units”) at a subscription price of US$0.63 per Unit for gross proceeds of up to US$10 million (the “Offering”).
Each Unit will consist of one common share of the Company (a “Common Share”) and one common share purchase warrant (a “Warrant”). Each Warrant will entitle its holder to acquire one Common Share at a price of US$0.90 per Common Share for a period of five years following closing of the Offering.
Each purchaser of Units who participates in the Offering will have the right to elect to purchase the same number of additional units (the “Additional Units”) as the number of the Units in such purchaser’s original subscription within the period of eight months following the closing of the Offering (the “Follow-on Right”). Such Additional Units would be issued at a 10% discount to the last closing price of the Common Shares prior to the exercise of such right, subject to a minimum of the lesser of (i) US$0.63 (subject to adjustment for forward and reverse stock splits, recapitalizations and similar transactions) and (ii) the lowest of any purchase price per Common Share in any issuance by the Company of Common Shares in any financing transaction from the closing of the Offering until such exercise (the “Follow-on Price”). Each warrant granted on the exercise of a Follow-on Right will entitle its holder to acquire one Common Share at a price of 125% of the Follow-on Price. The closing of the exercise of any Follow-on Right is subject to the approval of the TSX Venture Exchange.
As announced on March 19, 2018, the Company intends to use the proceeds of the Offering to fund the Acquisition and to cover related fees and costs. Proceeds raised in addition to those required for the Acquisition will be used to finance the Company’s Montelukast phase 2b clinical trial as well as working capital.
Pursuant to the terms of the Placement Agency Agreement, the placement agent will use its reasonable best efforts to arrange for sales of the Units in the United States and Echelon Wealth Partners Inc. will act as co-agent to arrange for the sale of Units in Canada on a reasonable best efforts basis.
The Offering is expected to close on or about March 26, 2018, subject to the approval of the TSX Venture Exchange, as well as satisfaction of customary closing conditions provided for in the Placement Agency Agreement.
The Company anticipates that certain “related parties” of the Company will participate in the Offering. The participation in the Offering of such “related parties” will constitute a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions in Quebec) (“MI 61-101”). The Company expects that the Offering will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of securities being issued to the related parties nor the consideration being paid by related parties will exceed 25% of the Company’s market capitalization.
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, securities in any jurisdiction where not permitted by law. Any securities described in this announcement have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the U.S. Securities Act and applicable state securities laws.
Established in 2003, IntelGenx is a leading oral drug delivery company primarily focused on the development and manufacturing of innovative pharmaceutical oral films based on its proprietary VersaFilm™ technology platform.
IntelGenx' highly skilled team provides comprehensive pharmaceuticals services to pharmaceutical partners, including R&D, analytical method development, clinical monitoring, IP and regulatory services. IntelGenx' state-of-the-art manufacturing facility, established for the VersaFilm™ technology platform, supports lab-scale to pilot and commercial-scale production, offering full service capabilities to its clients. More information about the Company can be found at www.intelgenx.com.
Forward-Looking Information and Statements
This document may contain forward-looking information or forward-looking statements within the meaning of applicable U.S. and Canadian securities laws. These statements are statements that are not purely historical and include, but are not limited to, statements about the terms of the Offering, the successful completion of the Acquisition, the successful completion of the Offering, the Company’s anticipated use of proceeds under the Offering, and the expected timing for closing of the Offering. No assurance can be given that the Acquisition and the Offering will be completed as described above, or at all. 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 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, failure to obtain TSX Venture Exchange approval of the Offering, failure by the Company to raise US$10 million under the Offering, failure to satisfy the closing conditions provided for in the Placement Agency Agreement and those discussed under the heading “Risk Factors” in the Registration Statement and 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 and www.sedar.com. IntelGenx assumes no obligation to update any such forward-looking statements.
Although the Company believes that the expectations and assumptions on which Forward-Looking Information is based are reasonable, readers of this press release are cautioned not to rely unduly on this Forward-Looking Information since no assurance can be given that they will prove to be correct. The Company does not undertake any obligation to update or revise any Forward-Looking Information, whether as a result of events or circumstances occurring after the date of this press release, unless so required by legislation.
For more information, please contact:
(514) 331-7440 ext 232
Andre Godin, CPA, CA
Executive Vice-President and CFO
IntelGenx Technologies Corp.
(514) 331-7440 ext 203
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
No securities regulatory authority has either approved or disapproved of the contents of this press release. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction in which such offer or solicitation of sale would be unlawful.