UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________________________________
IntelGenx Technologies Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 87-0638336 | |
| (State or other jurisdiction of Incorporation or organization) | 6420 Abrams Saint Laurent, Quebec H4S 1Y2, Canada (Address of principal executive offices) | (I.R.S. Employer Identification No.) |
_______________________________
INTELGENX TECHNOLOGIES CORP.
2022 AMENDED AND RESTATED STOCK OPTION PLAN
(Full title of the Plan)
_______________________________
Ingrid Zerbe
Corporate Secretary
IntelGenx Technologies Corp,
6420 Abrams, Quebec, H4S 1Y2
(514) 331-7440
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Richard Raymer
Dorsey & Whitney LLP
TD Canada Trust Tower
Brookfield Place, 161 Bay Street, Suite 4310
Toronto, Ontario M5J 2S1 Canada
Tel: (416) 367-7388
____________________________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☒ | Smaller reporting company ☒ |
| 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 7(a)(2)(B) of the Securities Act. ☐
INCORPORATION OF CONTENTS OF REGISTRATION STATEMENT BY REFERENCE
This registration statement on Form S-8 (the "Registration Statement") is being filed for the purpose of registering an additional 6,117,382 shares of common stock (the "Common Stock") of IntelGenx Technologies Corp. (the "Registrant" or "Company") authorized for issuance under the 2022 Amended and Restated Stock Option Plan.
On November 21, 2006, the Registrant filed a registration statement on Form S-8 (File No. 333-138857) covering the registration of 1,600,749 shares previously authorized for issuance under the 2006 Stock Option Plan. On November 15, 2010, 1,707,378 additional shares were registered on Form S-8 (File No. 333-170604), 1,722,165 additional shares were registered on Form S-8 (File No. 333-196165) filed on May 22, 2014 pursuant to the Amended 2006 Plan, 1,331,233 additional shares were registered on Form S-8 (File No. 333-212860) filed on August 3, 2016 pursuant to the 2016 Plan, and 2,986,222 additional shares were registered on Form S-8 (File No. 333-228901) filed on December 19, 2018 pursuant to the Amended 2016 Stock Option Plan.
This Registration Statement should also be considered a post-effective amendment to the prior registration statements. The contents of the aforementioned registration statements are incorporated herein by reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
This information is not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information.
This information is not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the United States Securities and Exchange Commission (the "SEC") are hereby incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed on March 29, 2023;
(b) Current Reports on Form 8-K filed on February 21, 2023, March 24, 2023, March 24, 2023, and March 27, 2023; and
(c) The description of the Registrant's shares of common stock set forth in the registration statement on Form 10SB12G, and any amendments thereto, registering the Registrant's common stock under Section 12 of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), which was filed with the SEC on July 28, 2000, and the Registrant's current report on Form 8-K filed on December 18, 2018, and any amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated by reference or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any other subsequently filed document that is also deemed to be incorporated by reference in this Registration Statement modifies or supersedes the statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
[Under Section 145(a) of the General Corporation Law of Delaware, we may indemnify any of our officers or directors in any action other than actions by or in the right of our Company, whether civil, criminal, administrative or investigative, if such director or officer acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of our Company, and, with respect to any criminal action or proceedings if such director or officer has no reasonable cause to believe his conduct was unlawful. Under Section 145(b), we may indemnify any of our officers or directors in any action by or in the right of our Company against expenses actually and reasonably incurred by him in the defense or settlement of such action if such officer or director acted in good faith and in a manner he reasonably believed to be in or not opposed to our best interest, except where such director or officer shall have been adjudged to be liable to the Company, unless, on application, the Court of Chancery or the court in which such action or suit was brought shall determine that, despite the adjudication of liability, such person in view of all the circumstances is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper. Section 145(c) provides for mandatory indemnification of officers or directors who have been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b). Section 145(d) authorizes indemnification under subsections (a) and (b) in specific cases if approved by our board of directors or stockholders upon a finding that the officer or director in question has met the requisite statutory standards of conduct. Section 145(g) empowers us to purchase insurance coverage for any director, officer, employee or agent against any liability incurred by him in his capacity as such, whether or not we would have the power to indemnify him under the provisions of the Delaware General Corporation Law. The foregoing is only a summary of the described sections of the Delaware General Corporation Law and is qualified in its entirety by reference to such sections. Our bylaws provide that we shall indemnify each of our officers and directors to the fullest extent permitted by applicable law. Our certificate of incorporation also provides that, to the fullest extent permitted by the Delaware General Corporation Law, our directors shall not be liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director.]
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and prices represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference into this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person connected with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ville St- Laurent, Province of Quebec, on April 10, 2023.
| INTELGENX TECHNOLOGIES CORP.
| |
| By: | /s/ Horst G.Zerbe |
Name: Dr. Horst G. Zerbe Title: Chief Executive Officer and Chairman of the Board (Principal Executive Officer) | ||
| By: | /s/ Andre Godin |
| Name: Andre Godin Title: President and Chief Financial Officer (Principal Accounting and Financial Officer) | |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Horst G. Zerbe his or her true and lawful attorney in fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post effective amendments) to the Registration Statement, and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and all post effective amendments thereto, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, each acting alone, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | |
| /s/ Horst G. Zerbe | Chief Executive Officer and Chairman of the Board (Principal Executive Officer) | April 10, 2023 | |
| Horst G. Zerbe | |||
| /s/ Andre Godin | President and Chief Financial Officer | April 10, 2023 | |
| Andre Godin | (Principal Accounting and Financial Officer) | ||
| /s/ J. Bernard Boudreau | Director, Vice Chairman of the Board | April 10, 2023 | |
| J. Bernard Boudreau | |||
| /s/ Bernd Melchers | Director | April 10, 2023 | |
| Bernd J. Melchers | |||
| /s/ Clemens Mayr | Director | April 10, 2023 | |
| Clemens Mayr | |||
| /s/ Mark Nawacki | Director | April 10, 2023 | |
| Mark Nawacki | |||
| /s/ Frank Stegert | Director | April 10, 2023 | |
| Frank Stegert | |||
| /s/ Srini Rao | Director | April 10, 2023 | |
| Srinivas Rao | |||
| /s/ Monika Trzcinska | Director | April 10, 2023 | |
| Monika Trzcinska |
