UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2023.
Commission File Number: 000-53805
Intellipharmaceutics International Inc. |
(Translation of registrant's name into English) |
30 WORCESTER ROAD TORONTO, ONTARIO M9W 5X2
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
This Report of Foreign Private Issuer on Form 6-K and the attached Exhibit 99.1 shall be incorporated by reference into the Company’s effective Registration Statements on Form F-3, as amended and supplemented (Registration Statement Nos. 333-172796 and 333-218297), filed with the Securities and Exchange Commission, from the date on which this Report is filed, to the extent not superseded by documents or reports subsequently filed or furnished by Intellipharmaceutics International Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934.
EXHIBIT LIST
Exhibit |
| Description |
| News Release dated September 14, 2023 - Intellipharmaceutics Reports Director Election Results | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| Intellipharmaceutics International Inc. (Registrant) |
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| /s/ Dr. Amina Odidi |
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| Dr. Amina Odidi |
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Date: September 14, 2023 |
| President, Chief Operating Officer, |
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| acting Chief Financial Officer |
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EXHIBIT 99.1
Intellipharmaceutics Reports Director Election Results
Toronto, Ontario, September 14, 2023, Intellipharmaceutics International Inc. (OTCQB: IPCIF and TSX: IPCI) ("Intellipharmaceutics" or the "Company"), a pharmaceutical company specializing in the research, development and manufacture of novel and generic controlled-release and targeted-release oral solid dosage drugs, reports, as required by TSX rules, that the five nominees, each of whom was an incumbent director of the Company, identified in the Management Information Circular dated August 1, 2023 (the “Circular”) were elected as directors of the Company at the annual meeting of shareholders of the Company held today (the “Meeting”). The voting results, as set out in the scrutineer’s report for the Meeting, were as follows:
Name of Nominee |
| Votes For |
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| Votes Withheld |
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Dr. Isa Odidi |
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| 3,825,956 |
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| 9,248 |
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| 99.8 | % |
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| 0.24 | % |
Dr. Amina Odidi |
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| 3,825,969 |
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| 9,235 |
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| 99.8 | % |
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| 0.24 | % |
Bahadur Madhani |
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| 3,806,196 |
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| 29,008 |
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| 99.2 | % |
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| 0.76 | % |
Norman Betts |
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| 3,827,649 |
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| 7,555 |
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| 99.8 | % |
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| 0.20 | % |
Shawn Graham |
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| 3,827,637 |
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| 7,567 |
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| 99.8 | % |
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| 0.20 | % |
All other resolutions tabled for consideration at the Meeting, as set out in the Circular, were also approved by shareholders of the Company. See the Company’s Report on Voting Results filed under the Company’s profile on SEDAR at www.sedar.com for additional details.
About Intellipharmaceutics
Intellipharmaceutics International Inc. is a pharmaceutical company specializing in the research, development and manufacture of novel and generic controlled-release and targeted-release oral solid dosage drugs. The Company’s patented Hypermatrix™ technology is a multidimensional controlled-release drug delivery platform that can be applied to a wide range of existing and new pharmaceuticals.
Intellipharmaceutics has developed several drug delivery systems based on this technology platform, with a pipeline of products (some of which have received FDA approval) in various stages of development. The Company has ANDA and NDA 505(b)(2) drug product candidates in its development pipeline. These include the Company’s abuse-deterrent oxycodone hydrochloride extended release formulation (“Oxycodone ER”) based on its proprietary nPODDDS™ novel Point Of Divergence Drug Delivery System (for which an NDA has been filed with the FDA), and Regabatin™ XR (pregabalin extended-release capsules).
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Cautionary Statement Regarding Forward-Looking Information
Certain statements in this document constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and/or “forward-looking information” under the Securities Act (Ontario). These statements include, without limitation, statements expressed or implied regarding our expectations regarding our plans, goals and milestones, status of developments or expenditures relating to our business, plans to fund our current activities, risks associated with the novel coronavirus (COVID-19), including its impact on our business and operations and on the Company’s upcoming AGM and statements concerning our partnering activities, health regulatory submissions, strategy, future operations, future financial position, future sales, revenues and profitability, projected costs and market penetration and risks or uncertainties related to our ability comply with OTCQB Venture Market and TSX requirements. In some cases, you can identify forward-looking statements by terminology such as “appear”, “unlikely”, “target”, “may”, “will”, “should”, “expects”, “plans”, “plans to”, “anticipates”, “believes”, “estimates”, “predicts”, “confident”, “prospects”, “potential”, “continue”, “intends”, “look forward”, “could”, “would”, “projected”, “set to”, “seeking” or the negative of such terms or other comparable terminology. We made a number of assumptions in the preparation of our forward-looking statements. You should not place undue reliance on our forward-looking statements, which are subject to a multitude of known and unknown risks and uncertainties that could cause actual results, future circumstances or events to differ materially from those stated in or implied by the forward-looking statements. Risks and uncertainties relating to us and our business can be found in the “Risk Factors” section of our latest annual information form, our latest Form 20-F, and our latest Form F-1 and Form F-3 registration statements (including any documents forming a part thereof or incorporated by reference therein), as amended, as well as in our reports, public disclosure documents and other filings with the securities commissions and other regulatory bodies in Canada and the U.S., which are available on www.sedar.com and www.sec.gov. The forward-looking statements reflect our current views with respect to future events and are based on what we believe are reasonable assumptions as of the date of this document and we disclaim any intention and have no obligation or responsibility, except as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Trademarks used herein are the property of their respective holders.
Unless the context otherwise requires, all references to “we,” “us,” “our,” Intellipharmaceutics,” and the “Company” refer to Intellipharmaceutics International Inc. and its subsidiaries.
CONTACT INFORMATION
Company Contact:
Intellipharmaceutics International Inc.
Isa Odidi
Chief Executive Officer
416.798.3001 ext. 106
investors@intellipharmaceutics.com
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EXHIBIT 99.2
INTELLIPHARMACEUTICS INTERNATIONAL INC.
Report of Voting Results
This report is being filed pursuant to section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations and discloses the voting results for each matter voted upon at the annual meeting of shareholders of Intellipharmaceutics International Inc. (the “Corporation”) held on September 14, 2023 (the “Meeting”). The total number of shares represented in person or by proxy at the Meeting was 4,295,439 (representing approximately 12.98% of the total issued and outstanding shares of the Corporation).
Description of Matter | Outcome of Vote | ||
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1. | Resolution to elect five directors, being Dr. Isa Odidi, Dr. Amina Odidi, Bahadur Madhani, Norman Betts and Shawn Graham, as proposed in the management information circular for the Meeting. | The five nominees were elected as directors of the Corporation to serve until the next annual meeting of shareholders or until their successors are elected or appointed. This vote was conducted by a show of hands. The scrutineer’s report on voting results is attached as Schedule “A” hereto. | |
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2. | Resolution to reappoint auditor and to authorize the directors to fix the remuneration thereof, as proposed in the management information circular for the Meeting. | MNP LLP was reappointed auditor of the Corporation until the next annual meeting of shareholders and the directors were authorized to fix the remuneration to be paid to the auditor. This vote was conducted by a show of hands. The scrutineer’s report on voting results is attached as Schedule “A” hereto. | |
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| DATED as of the 14th day of September, 2023. |
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| INTELLIPHARMACEUTICS INTERNATIONAL INC. |
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| (signed) “Amina Odidi” |
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| Amina Odidi |
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| President/Acting Chief Financial Officer |
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TELLIPHARMACEUTICS INTERNATIONAL INC.
ANNUAL MEETING OF SHAREHOLDERS
September 14, 2023
VOTING RESULTS
Resolution #1:
The Chairman declared that the shareholders ratified the ratified the Election of Directors for all nominees listed below:
Nominees |
| For |
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| % |
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| Against |
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| % |
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Dr. Isa Odidi |
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| 3,825,956 |
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| 99.76 | % |
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| 9,248 |
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| 0.24 | % |
Dr. Amina Odidi |
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| 3,825,969 |
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| 99.76 | % |
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| 9,235 |
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| 0.24 | % |
Bahadur Madhani |
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| 3,806,196 |
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| 99.24 | % |
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| 29,008 |
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| 0.76 | % |
Norman Betts |
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| 3,827,649 |
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| 99.80 | % |
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| 7,555 |
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| 0.20 | % |
Shawn Graham |
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| 3,827,637 |
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| 99.80 | % |
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| 7,567 |
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| 0.20 | % |
Resolution #2:
The Chairman declared that the shareholders ratified and approved reappointment of MNP LLP, Chartered Professional Accountants, as auditor and to authorize the directors to fix the auditor’s remuneration:
Proxies Tabulated:
For: |
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| 4,249,634 |
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| 98.93 | % |
Withheld: |
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| 45,800 |
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| 1.07 | % |
Total: |
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| 4,295,434 |
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| 100 | % |
Dated this 14th day of September 2023
TSX Trust Company
/s/ Helen Kim |
| /s/ Megan Rocha |
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Helen Kim |
| Megan Rocha |
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