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Capital Stock
12 Months Ended
Dec. 31, 2021
Stockholders' Equity Note [Abstract]  
Capital Stock [Text Block]
12. Capital Stock

 

    2021     2020  
     
Authorized -            
             
450,000,000 common shares of $0.00001 par value
  20,000,000 preferred shares of $0.00001 par value
           
             
Issued -            
             
154,571,289 (December 31, 2020: 111,429,532) common shares $ 1   $ 1  

On May 11, 2021, the shareholders approved a resolution to amend IntelGenx's Certificate of Incorporation to increase the total number of shares of common stock that IntelGenx is authorized to issue from 200,000,000 shares to 450,000,000 shares.

Atai Life Sciences

On May 11, 2021, the Company announced that a significant majority of its shareholders had approved the resolution approving the previously announced investment in IntelGenx by atai Life Sciences, pursuant to which atai acquired an approximate 25% interest in IntelGenx.

On May 14, 2021, the Company reported that the previously announced $12,346,300 investment in IntelGenx by atai Life Sciences had been completed. As a result of the investment, atai held 25% of the issued and outstanding common stock of IntelGenx.

Under the securities and purchase agreement, atai purchased Initial Units composed of 37,300,000 shares of common stock of the Company and 22,380,000 warrants for aggregate gross proceeds of $12,346,300. Each warrant will entitle atai to purchase one share at a price of $0.35 for a period of three years from closing of the initial investment.

The proceeds of the transaction are attributed to equity components based on the fair value of each component as follows:

    Gross proceeds     Transaction costs     Net proceeds  
Common stock $ 8,695   $ 297   $ 8,398  
Warrants   3,651     125     3,526  
  $ 12,346   $ 422   $ 11,924  

The securities purchase agreement also provides atai with the right to subscribe (in cash, or in certain circumstances, atai equity) for up to 130,000,000 additional units for a period of three years from the closing of the initial investment. Each additional unit will be comprised of (i) one share of common stock and (ii) one half of one warrant. The price for the additional units will be (i) until the date which is 12 months following the closing, $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) $0.50 if purchased in the second year following closing and $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 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 Company 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 the Company, and the number of common shares issued by the Company under outstanding convertibles.

Public Offering

On February 11, 2020, IntelGenx announced the closing of 16,317,000 units (the "Units") at a price of CAD$0.50 ($0.37) for gross proceeds of CAD$8,158,500 ($6,137,000).

Each Unit consists of one share of common stock of the Company and one warrant entitling the holder to purchase one share of common stock of the Company at an exercise price of CAD$0.75 ($0.56) per share. The Warrants are exercisable immediately and will expire on the third anniversary of the date of their issuance. Management has determined the value attributed to common stock is $3,912 thousand and $1,207 thousand for the warrants issued, resulting in an increase in additional paid-in-capital of $5,119 thousand.

In connection with the Offering, the Company paid to the Agents a cash commission of approximately CAD$763,000 ($572,000) in the aggregate and issued non-transferable agents' warrants to the Agents, entitling the Agents to purchase 1,142,190 common shares at a price of CAD$0.75 ($0.56) per share until February 11, 2023. Management has determined the value of the agents' warrants to be $125,000, resulting in an increase in additional paid-in-capital of $125,000.

The proceeds of the Units are attributed to equity components based on the fair value of each component as follows:

    Gross proceeds     Transaction costs     Net proceeds  
Common stock $ 4,690   $ 778   $ 3,912  
Warrants   1,447     240     1,207  
  $ 6,137   $ 1,018   $ 5,119  

 

Stock options

During the years ended December 31, 2021 and 2020 there were no stock options exercised.

Stock-based compensation of $107 thousand and $193 thousand was recorded during the years ended December 31, 2021 and 2020 respectively. An amount of $107 thousand (2020 - $156 thousand) expensed relates to stock options granted to employees and an amount of $Nil (2020- $37 thousand) relates to stock options granted to consultants during the year ended December 31, 2021. As at December 31, 2021 the Company has $146 thousand (2020 - $180 thousand) of unrecognized stock-based compensation, of which $24 thousand (2020 - $Nil) relates to options granted to consultants.