TORONTO, March 17, 2021 /CNW/ – atai Life Sciences AG (“atai“), announced today that it entered into a securities purchase agreement (the “Subscription Agreement“) with IntelGenx Technologies Corp. (“IntelGenx“) pursuant to which atai agreed to purchase 37,300,000 newly issued common stock units of IntelGenx (“Units“) for aggregate gross proceeds of US$12,346,300 or approximately US$0.331 per Unit (the “Initial Investment“). Each Unit is comprised of one common share and three-fifths of one common stock purchase warrant, each whole warrant exercisable for one common share in IntelGenx at a price of US$0.35. The Investment is being made in connection with other arrangements between atai and IntelGenx in pursuit of a strategic partnership for the research, development and commercialization in the field of compounds for the prevention and treatment of mental health diseases and disorders, and compounds that have psychedelic, entactogenic and/or oneirophrenic properties (the “Strategic Partnership“). The Strategic Partnership will consist of (i) the Investment, which includes the option to purchase additional units for three years following the initial closing (the “Additional Investment“); (ii) a strategic development agreement governing the Strategic Partnership’s commercial terms; (iii) a purchaser rights agreement granting atai board nomination rights in IntelGenx proportional to their equity interest, as well as certain other registration and information rights and (iv) a secured bridge loan of US$2,000,000 to IntelGenx Corp, a wholly owned subsidiary of IntelGenx, with the possibility for an additional advance of $500,000. Pursuant to the Additional Investment, atai, at its election, may purchase additional units in IntelGenx (the “Additional Units“) for a period of three years after the initial closing. Each Additional Unit will be comprised of (i) one share of common stock (the “Additional Shares“) and (ii) one-half of one common stock purchase warrant (each whole warrant, an “Additional Warrant“). The price for the Additional Units will be (i) until the date which is 12 months following the closing, US$0.331 (subject to certain exceptions), and (ii) following the date which is 12 months following the closing, the lower of (A) a 20% premium to the market price on the date of purchase, and (B) US$0.50 if purchased in the second year following closing and US$0.75 if purchased in third year following closing. Each Additional Warrant will entitle atai, for a period of three years from the date of issuance, to purchase one Share at either (i) a 20% premium to the price of the corresponding Additional Share, or (ii) the price per share under which shares of IntelGenx are issued under convertible instruments that were outstanding on February 16, 2021, the date on which the parties entered into a non-binding letter of intent to enter into a definitive securities purchase agreement, provided that atai may not exercise Additional Warrants to purchase more than the lesser of * 44,000,000 common shares of IntelGenx, and (y) the number of common shares issued by IntelGenx under Outstanding Convertibles. Further information in respect of the financing package is contained in IntelGenx’s press release dated March 15, 2021, a copy of which can be found under the SEDAR profile of IntelGenx at www.sedar.com.
Immediately following the initial closing of the Investment and without giving effect to the Additional Common Shares, atai will own 37,300,000 common shares and warrants to purchase 22,380,000 common shares, representing approximately 25% of IntelGenx’s issued and outstanding Common Shares, or 35% on full exercise of the warrants.
Except for the potential purchase of Additional Units in accordance with the terms of the Securities Purchase Agreement, atai has no current plan or future intentions which relate to, or would result in, acquiring additional securities of IntelGenx, disposing of securities of IntelGenx, or any of the other actions requiring disclosure under the early warning reporting provisions of applicable securities laws. Depending on market conditions, atai’s view of IntelGenx’s prospects and other factors considered relevant by atai, atai may acquire additional securities of IntelGenx from time to time in the future, in the open market or pursuant to privately negotiated transactions, or may sell all or a portion of its securities of IntelGenx.
This news release is being issued under the early warning reporting provisions of applicable securities laws. An early warning report with additional information in respect of the foregoing matters will be filed and made available under the SEDAR profile of IntelGenx at www.sedar.com. atai’s address is c/o Mindspace Krausenstrasse 9-10 10117 Berlin, Germany.
Certain statements in the press release are forward-looking statements and are prospective in nature, including statements with respect to the completion of the Initial Investment and atai’s future intentions regarding the securities of IntelGenx. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Such forward-looking statements should therefore be construed in light of such factors, and atai is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
SOURCE atai Life Sciences AG