Sec Form 4 Filing - ATAI Life Sciences N.V. @ IntelGenx Technologies Corp. - 2023-09-30

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
ATAI Life Sciences N.V.
2. Issuer Name and Ticker or Trading Symbol
IntelGenx Technologies Corp. [ IGXT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
WALLSTRABE 16
3. Date of Earliest Transaction (MM/DD/YY)
09/30/2023
(Street)
BERLIN, 2M10179
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Call Option (Right to Buy) ( 1 ) 09/30/2023 J( 2 ) 7,401 09/30/2023 08/31/2026 Units 7,401 ( 1 ) ( 2 ) 7,401 I By ATAI Life Sciences AG ( 3 )
Convertible Notes $ 0.185 10/06/2023 J( 4 ) 8,500,000 10/06/2023 01/05/2025 Common Stock 56,435,098 ( 4 ) 8,500,000 I By ATAI Life Sciences AG ( 3 )
Convertible Promissory Note $ 0.185 11/28/2023 P 750,000 11/28/2023 08/31/2026 Common Stock 4,054,054 ( 5 ) 2,970,000 I By ATAI Life Sciences AG ( 3 )
Warrant (Right to Buy) $ 0.26 11/28/2023 P 4,053,750 11/28/2023 08/31/2026 Common Stock 4,053,750 ( 5 ) 16,052,850 I By ATAI Life Sciences AG ( 3 )
Convertible Notes $ 0.185 03/08/2024 J( 6 ) 1,000,000 03/08/2024 02/01/2026 Common Stock 5,405,405 ( 6 ) 9,500,000 I By ATAI Life Sciences AG ( 3 )
Warrant (Right to Buy) $ 0.17 03/08/2024 J( 6 ) 4,000,000 03/08/2024 03/08/2027 Common Stock 4,000,000 ( 6 ) 4,000,000 I By ATAI Life Sciences AG ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ATAI Life Sciences N.V.
WALLSTRABE 16
BERLIN, 2M10179
X
ATAI Life Sciences AG
WALLSTRABE 16
BERLIN, 2M10179
X
Signatures
ATAI Life Sciences N.V., By: /s/ Florian Brand, Chief Executive Officer 03/12/2024
Signature of Reporting Person Date
ATAI Life Sciences AG, By: /s/ Florian Brand, Chief Executive Officer 03/12/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each unit consists of (a) one $1,000 principal amount convertible promissory note, convertible into shares of Common Stock at $0.185, and (b) 5,405 common stock purchase warrants, at a price of $0.26 per share, at any time prior to August 31, 2026.
( 2 )On September 30, 2023, ATAI AG entered into an amendment to a subscription agreement with the Issuer to provide ATAI AG with the right to purchase up to 7,401 additional units.
( 3 )Reflects securities held of record by ATAI AG, which is a wholly owned subsidiary of ATAI Life Sciences N.V., and as a result, ATAI Life Sciences N.V. may be deemed to share beneficial ownership over the securities reported herein.
( 4 )On September 30, 2023, the Issuer, IntelGenX Corp. and ATAI Life Sciences AG ("ATAI AG") entered into the Second Amended and Restated Loan Agreement, which provided, among other things, for the ability for ATAI AG to convert the $8,500,000 principal amount and accrued interest under the original term loan agreement into up to 56,435,098 shares of Common Stock at a price of $0.185 per share, subject to stock exchange approval, which was obtained on October 6, 2023.
( 5 )On November 28, 2023, ATAI AG purchased 750 units from the Issuer, with each unit consisting of (i) $1,000 principal amount convertible promissory note and (ii) 5,405 warrants to purchase shares of Common Stock, for aggregate consideration of $750,000.
( 6 )On March 8, 2024, the Issuer, IntelGenX Corp. and ATAI AG entered into the Third Amended and Restated Loan Agreement (the "Third Amendment"), pursuant to which ATAI AG provided to IntelGenX Corp. an additional term loan in an amount equal to $1,000,000, which is convertible to shares of Common Stock at a price of $0.185 per share. Concurrently and in connection with the execution of the Third Amendment, the Issuer issued to ATAI AG 4,000,000 warrants to purchase shares of Common Stock at an exercise price of $0.17 per share, for no additional consideration.

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