On May 14, 2021 IntelGenx Technologies Corp. (the "Corporation") reported that issued (i) 37,300,000 shares of common stock of the Corporation (the "Shares"), (ii) 22,380,000 warrants (the "Warrants") and (iii) a unit purchase warrant (the "Additional Unit Warrant") to purchase up to 130,000,000 additional units ("Additional Units"), to ATAI Life Sciences AG ("atai") for aggregate gross proceeds of US$12,346,300 (the "Investment"), pursuant to an amended and restated securities purchase agreement (the "Securities Purchase Agreement") entered into by the Corporation and atai on the Initial Closing Date (Filing, 8-K, IntelGenx, MAY 14, 2021, View Source [SID1234580127]). The Securities Purchase Agreement amended and restated in its entirety the securities purchase agreement previously entered into between the parties on March 15, 2021 and includes certain mechanical amendments involving the settlement of securities.

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Each Warrant will entitle atai to purchase one Share at a price of US$0.35 for a period of three years from the Initial Closing Date. The Additional Unit Warrant will entitle atai to purchase the Additional Units for a period of three years from the Initial Closing Date. Each Additional Unit will be comprised of (i) one share of common stock (an "Additional Share") and (ii) one half of one warrant (each whole warrant, an "Additional Warrant"). The price for the Additional Units will be (i) until the date which is 12 months following May 11, 2021, the date on which the Investment was approved by the shareholders of the Corporation (the "Shareholder Approval Date"), US$0.331 (subject to certain exceptions), and (ii) following the date which is 12 months following the Shareholder Approval Date, 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 the Shareholder Approval Date and US$0.75 if purchased in third year following the Shareholder Approval Date. Each Additional Warrant will entitle atai, for a period of three years from the date of issuance, to purchase one Share at the lesser of either (i) a 20% premium to the price of the corresponding Additional Share, or (ii) the price per share under which shares of the Corporation 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 ("Outstanding Convertibles"), provided that atai may not exercise Additional Warrants to purchase more than the lesser of (x) 44,000,000 common shares of the Corporation, and (y) the number of common shares issued by the Corporation under Outstanding Convertibles.

Under the Securities Purchase Agreement, the Corporation also granted atai a pro-rata equity participation right for any issuances of new securities, subject to certain exceptions.

Amendment to Term Loan

On March 9, 2021 atai funded a secured loan in the amount of US$2,000,000 pursuant to a loan agreement entered into between IntelGenx Corp. (the "IntelGenx"), a wholly owned subsidiary of the Corporation, and atai. On May 14, 2021, IntelGenx and atai entered into a first amendment to loan agreement (the "Amendment") providing that the loan is repayable on the business day after the closing of the first subscription for Additional Units under the Securities Purchase Agreement if the additional subscription proceeds at such closing amount to at least US$3,000,000 in the aggregate and such proceeds are paid in cash.

The foregoing is a summary of certain material terms and conditions of the Securities Purchase Agreement and Amendment and are not a complete discussion of such agreements. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Securities Purchase Agreement and Amendment attached to this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2 respectively and incorporated herein by reference