Subject to obtaining approval from the
Additionally, and subject to approval of the TSX, the Company may elect, with the consent of atai, to pay any accrued but unpaid interest on the Additional Term Loans in Shares at a price per Share equal to the 5-day VWAP of the Shares ending on the day that is the second business day before the day the interest becomes due and payable, less the maximum permissible discount under the applicable TSX rules.
Concurrently to entering into the Loan Agreement, the Company has issued 4,000,000 warrants (the “Warrants”) to atai. The Warrants entitle atai to purchase Shares at a price of
Furthermore, on
Related Party Transactions
atai is an insider of the Company as a result of its beneficial ownership of, or control or direction over, directly or indirectly, greater than 10% of the outstanding Shares. The participation of atai in the Loan Agreement (including the issuance of the Warrants) constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) which, absent any available exemption, would require a formal valuation and minority approval under MI 61-101. The board of directors of the Company unanimously determined that the Company may rely on the “financial hardship” exemption from the formal valuation and minority approval requirements set out in Section 5.5(g) and Section 5.7(e) of MI 61-101 with respect to such transaction, given that the Company is in serious financial difficulty, the participation of atai in the Loan Agreement is designed to improve the financial position of the Company, the exemption provided for in Section 5.5(f) of MI 61-101 is not available, as the transaction contemplated is not subject to court approval under bankruptcy or insolvency law, and there is no other requirement, corporate or otherwise, to hold a meeting to obtain any approval of the Company’s shareholders. In addition, the Company has one or more independent directors who have determined that the terms and conditions of the participation of atai in the Loan Agreement is reasonable for the Company in the circumstances and is in its best interests. The Company did not file a material change report in respect of the related party transaction 21 days in advance of closing of the offering because insider participation had not been determined at that time. The shorter period was necessary in order to permit the Company to close the Loan Agreement in a timeframe consistent with usual market practice for transactions of this nature.
Early Warning Disclosure
This press release is also being issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103”) in connection with the acquisition by atai (Wallstraße 16, 10179
Immediately prior to the Acquisition, atai had ownership and control over 37,300,000 Shares and securities convertible into approximately 226,708,724 Shares representing approximately 65.78% of the issued and outstanding Shares, on a partially diluted basis. Assuming the conversion and/or exercise of the principal amount of Additional Term Loans and Warrants, atai would beneficially own or control in aggregate 278,819,534 Shares representing approximately 67% of the issued and outstanding Shares of the Company, on a partially diluted basis.
atai’s acquisitions and dispositions were made for investment purposes. In accordance with applicable securities laws, atai may, from time to time and at any time, acquire additional shares and/or other equity, debt or other securities or instruments (collectively, “Securities”) of the Company in the open market or otherwise, and reserves the right to dispose of any or all of its Securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Securities, the whole depending on market conditions, the business and prospects of the Company and other relevant factors.
An early warning report will be filed under the Company’s profile on the SEDAR+ website at www.sedarplus.ca. To obtain more information or to obtain a copy of the early warning report filed in respect of this press release, please contact atai by email at ir@atai.life.
This press release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities described herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of any such jurisdiction. This press release does not constitute an offer of securities for sale in
About
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 (i) the disbursement of the First Tranche Loan and the Second Tranche Loan, (ii) the achievement of the pre-determined milestone to disburse the Second Tranche Loan, (iii) the receipt of the TSX approvals, (iv) the Conversion Feature (including the conversion price for the Second Tranche Loan), (v) the payment of interest into Shares, and (vi) 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
For more information, please contact:
Investor Relations
(647) 872-4849
stephen@kilmerlucas.com
Or
President and CFO
(514) 331-7440 ext 203
andre@intelgenx.com
Source:
2024 GlobeNewswire, Inc., source