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Share Name | Share Symbol | Market | Type |
---|---|---|---|
IntelGenx Technologies Corporation (QB) | USOTC:IGXT | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.1561 | 0.1391 | 0.183 | 0.00 | 12:13:29 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
|
|
(State or other jurisdiction | (Commission | (IRS Employer |
of incorporation) | File Number) | Identification No.) |
(Address of principal executive offices) (ZIP Code)
Registrant’s 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:
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class | Trading Symbols | Name of each exchange on which registered | ||
|
IGXT | OTCQB | ||
IGX | TSX | |||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
IntelGenx Technologies Corp. (the "Company" or "IntelGenx") held a Special Meeting of Shareholders on November 28, 2023 (the "Special Meeting"). At the Special Meeting, the Company's shareholders approved an amendment (the "Certificate of Amendment") to the Company's Certificate of Incorporation (the "Certificate of Incorporation") to increase the total number of authorized shares of capital stock of the Company from 470,000,000 to 580,000,000 and to increase the total authorized shares of the Company's common stock at $0.00001 par value (the "IntelGenx Common Stock"), from 450,000,000 shares to 580,000,000 shares. Following this approval, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware on November 28, 2023.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Special Meeting was held in a virtual-only format, for those who were shareholders of the Company at the close of business on October 2, 2023 (the "Record Date"), pursuant to notice and proxy materials duly communicated to them. As of the Record Date, there were 174,658,096 shares outstanding of IntelGenx Common Stock. At the Special Meeting, shareholders as of the Record Date holding 127,393,948 shares (72,94%) of the IntelGenx Common Stock, were present at the virtual meeting or per proxy. Each such shareholder was entitled to one vote for each share of the IntelGenx Common Stock held on the Record Date.
At the Special Meeting, the following proposals were submitted to votes of the Company's shareholders:
(i) Proposal 1. The approval of an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of IntelGenx Common Stock that the Company is authorized to issue from 450,000,000 to 580,000,000.
(ii) Proposal 2. The approval of, for purposes of complying with Sections 607(e) and 607(i) of the Toronto Stock Exchange ("TSX") Company Manual, the issuance of shares of common stock of the Company (each, a "Share") at prices which may be less than the minimum price permitted under the rules of the TSX in connection with certain financing transactions, as further described in the proxy statement.
(iii) Proposal 3. The approval of, 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 certain financing transactions, as further described in the proxy statement.
(iv) Proposal 4. The approval of, 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 certain financing transactions, as further described in the proxy statement.
(v) Proposal 5. The approval of, the adjournment of the Special Meeting, if necessary, to continue to solicit votes in favor of the foregoing proposals.
(i) The following votes were received at the Special Meeting from the shareholders to approve Proposal 1, and such proposal was approved:
For | Against | Abstain | Broker Non-Votes |
|||
110,455,846 | 16,701,727 | 236,375 | 0 |
(ii) The following votes were received at the Special Meeting from the shareholders to approve Proposal 2, and such proposal was approved:
For | Against | Abstain | Broker Non-Votes |
|||
91,208,847 | 9,245,203 | 445,069 | 26,494,829 |
(iii) The following votes were received at the Special Meeting from the shareholders to approve Proposal 3, and such proposal was approved:
For | Against | Abstain | Broker Non-Votes |
|||
93,213,408 | 7,256,562 | 429,149 | 26,494,829 |
(iv)The following votes were received at the Special Meeting from the shareholders to approve Proposal 4, and such proposal was approved:
For | Against | Abstain | Broker Non-Votes |
|||
93,688,956 | 6,705,214 | 504,949 | 26,494,829 |
(v) The following votes were received at the Special Meeting from the shareholders to approve Proposal 5, and such proposal was approved:
For | Against | Abstain | Broker Non-Votes |
|||
112,459,095 | 13,766,722 | 1,168,129 | 2 |
No other matters were submitted to or voted on by the shareholders.
Further information concerning the matters voted upon at the Special Meeting, as well as the required approval threshold and the effect of broker non-votes, withheld votes and abstentions on each vote, is contained in the Company's proxy statement, dated October 16, 2023, with respect to the Special Meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description |
3.1 | Certificate of Amendment to the Certificate of Incorporation filed November 28, 2023 |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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. | ||
Date: November 28, 2023 | ||
By: | /s/ Ingrid Zerbe | |
Ingrid Zerbe | ||
Corporate Secretary |
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
INTELGENX TECHNOLOGIES CORP.
A Delaware Corporation
Under Section 242 of the
General Corporation Law
The undersigned, Dwight Gorham, being the Chief Executive Officer of the INTELGENX TECHNOLOGIES CORP. (the "Corporation"), a corporation organized and existing under and by virtue of the provisions of the Delaware General Corporation Law (the "DGCL"), does hereby certify:
1) | The name of the Corporation is INTELGENX TECHNOLOGIES CORP. |
2) | He is the duly elected Chief Executive Officer of the Corporation. |
3) | The Certificate of Incorporation of this Corporation was originally filed with the Secretary of State of Delaware on July 27, 1999. |
4) | A Certificate of Amendment of Certificate of Incorporation was originally filed with the Secretary of State of Delaware on August 11, 2006. |
5) | A second Certificate of Amendment of Certificate of Incorporation was originally filed with the Secretary of State of Delaware on May 10, 2007. |
6) | A third Certificate of Amendment of Certificate of Incorporation was originally filed with the Secretary of State of Delaware of May 11, 2017. |
7) | A fourth Certificate of Amendment of Certificate of Incorporation was originally filed with the Secretary of State of Delaware of May 12, 2021. |
8) | The Certificate of Incorporation of the Corporation is hereby amended to increase the number of authorized shares of common stock from Four Hundred Fifty Million (450,000,000) to Five Hundred Eight Million (580,000,000) with a par value of $.00001 per share. |
9) | To effect such Amendment, the Fourth paragraph of the Corporation's Certificate of Incorporation is hereby amended to read in its entirety as follows: |
Fourth. The Corporation is authorized to issue two classes of stock. One class of stock shall be common stock, par value $0.00001. The second class of stock shall be "blank check" preferred stock, par value $0.00001. The "blank check" preferred stock, or any series thereof, shall have such voting powers, designations, preferences and relative, participating, optional or other special rights and qualifications, limitations, or restrictions thereof as shall be stated and expressed in the resolution or resolutions providing for the issue of such stock adopted by the board or directors and may be made dependent upon facts ascertainable outside such resolution or resolutions of the board of directors pursuant to authority expressly vested in it by the provisions of this Certificate of Incorporation, provided that the matter in which such facts shall operate upon such voting powers, designations, preferences, rights and qualifications, limitations or restrictions of such class or series of stock is clearly and expressly set forth in the resolution or resolutions providing for the issuance of such stock by the board of directors. | |
The total number of shares of stock which is the Corporation is authorized to issue is as follows: |
Authorized | ||||||
Class | Par Value | Shares | ||||
Common stock | $ | 0.00001 | 580,000,000 | |||
Preferred stock | $ | 0.00001 | 20,000,000 |
10) |
The foregoing Amendment of the Certificate of Incorporation was authorized by the unanimous written consent of all the directors of the Corporation and by the majority stockholders entitled to vote thereon, in accordance with Sections 228 and 242 of the DGCL. |
IN WITNESS WHEREOF, this Certificate of Amendment of the Certificate of Incorporation has been executed by a duly authorized officer of this Corporation on this 28th day of November, 2023.
INTELGENX TECHNOLOGIES CORP.
By: /s/ Dwight Gorham
Name: Dwight Gorham
Title: Chief Executive Officer
Document and Entity Information Document |
Nov. 28, 2023 |
---|---|
Document Information [Line Items] | |
Document Type | 8-K |
Document Creation Date | Nov. 28, 2023 |
Document Period End Date | Nov. 28, 2023 |
Amendment Flag | false |
Entity Registrant Name | IntelGenx Technologies Corp. |
Entity Address, Address Line One | 6420 Abrams |
Entity Address, City or Town | St- Laurent |
Entity Address, State or Province | QC |
Entity Address, Country | CA |
Entity Address, Postal Zip Code | H4S 1Y2 |
Entity Incorporation, State Country Name | DE |
City Area Code | 514 |
Local Phone Number | 331-7440 |
Entity File Number | 000-31187 |
Entity Central Index Key | 0001098880 |
Entity Emerging Growth Company | false |
Entity Tax Identification Number | 87-0638336 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Current Fiscal Year End Date | --12-31 |
Title of 12(g) Security | Common Stock, $0.00001 par value |
1 Year IntelGenx Technologies (QB) Chart |
1 Month IntelGenx Technologies (QB) Chart |
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