IntelGenx Technologies Corp. (OTCMKTS:IGXT) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On June 28, 2017, IntelGenx Technologies Corp. (the “Company”) entered into an Agency Agreement (the “Agency Agreement”) with Desjardins Securities Inc. (the “Lead Agent”), Laurentian Bank Securities Inc. (“Laurentian”) and Echelon Wealth Partners Inc. (“Echelon” and collectively, with Laurentian and the Lead Agent, the “Agents”) relating to the offering (the “Offering”) by the Company of an aggregate of a minimum of Cdn$5,000,000 and a maximum of Cdn$10,000,000 aggregate principal amount of 8%convertible unsecured subordinated debentures (the “Debentures”) due June 30, 2020 (the “Maturity Date”). The Debentures will bear interest at an annual rate of 8%, payable semi-annually on the last day of June and December of each year, commencing on December 31, 2017.
The Debentures will be redeemable, in whole or in part, at the option of the Company and each Debenture will be convertible into shares of common stock of the Company (the “Shares”) at the option of the holder at any time prior to the close of business on the earlier of the Maturity Date and the business day immediately preceding the date specified by the Company for redemptions of the Debentures, the whole upon and subject to the terms set forth in the Indenture for the Debentures.
In consideration for the Agents’ services to the Company in connection with the Offering, the Company has agreed to pay to the Lead Agent, on behalf of the Agents, at closing of the Offering an aggregate amount in cash (the “Agents’ Fee”) equal to 6% of the gross proceeds from the sale of the Debentures to the Offering. The Agents have agreed with the Company that the Agents’ Fee shall be allocated as follows: (a) 67.5% of the aggregate Agents’ Fee shall be allocated to the Lead Agent, (b) 22.5% of the aggregate Agents’ Fee shall be allocated to Laurentian, and (c) 10.0% of the aggregate Agents’ Fee shall be allocated to Echelon.
The Agency Agreement contains customary representations, warranties and covenants by the Company, conditions to closing and indemnification provisions.
The Offering is expected to close on or about July 12, 2017, subject to obtaining customary TSX Venture Exchange approvals.
The Debentures and the Shares will be registered under the Securities Act of 1933, as amended, to the Company’s Registration Statement on Form S-1, as amended (No. 333-217148), which has not been declared effective by the United States Securities and Exchange Commission. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any Debentures or Shares, nor shall there be any sale of the Debentures or Shares in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
The foregoing description of the Agency Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Agency Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit | Description |
| 1.1 | Agency Agreement dated June 28, 2017 |
IntelGenx Technologies Corp. ExhibitEX-1.1 2 exhibit1-1.htm EXHIBIT 1.1 IntelGenx Technologies Corp.: Exhibit 1.1 – Filed by newsfilecorp.com AGENCY AGREEMENT June 28,…To view the full exhibit click here