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 2018.
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 [ x ]
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.
Intellipharmaceutics
International Inc. (the “Company”) has (i) instructed
American Stock Transfer & Trust Company, LLC to send a notice
to holders of the warrants issued by the Company on or after June
2, 2016 in connection with that certain Underwriting Agreement
between the Company and Dawson James Securities, Inc., dated May
27, 2016, and (ii) sent a notice to holders of other outstanding
warrants to acquire common shares of the Company, informing them of
certain adjustments resulting from the recent one-for-10 reverse
split of common shares of the Company previously reported on the
Company’s Form 6-K filed with the Securities and Exchange
Commission on September 13, 2018. A copy of each such notice is
attached at Exhibits 99.1 through 99.7 to this report and
incorporated herein by reference.
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.
|
|
Intellipharmaceutics International Inc.
(Registrant)
/s/ Andrew Patient
|
|
Date:
September 21, 2018
|
Andrew
Patient
Chief Financial Officer
|
EXHIBIT LIST
|
Exhibit
|
Description
|
|
99.1
|
Form of
Notice to Warrant Holders pursuant to that certain Underwriting
Agreement by and between the Company and Dawson James Securities,
Inc., dated May 27, 2016
|
|
99.2
|
Form of
Notice to Warrant Holders pursuant to that certain Engagement
Agreement by and between the Company and H.C. Wainwright & Co.,
LLC, dated October 10, 2017
|
|
99.3
|
Form of
Notice to Warrant Holders pursuant to that certain Securities
Purchase Agreement by and among the Company and the purchasers
named therein, dated October 11, 2017
|
|
99.4
|
Form of
Notice to Warrant Holders pursuant to that certain Engagement
Letter by and between the Company and H.C. Wainwright & Co.,
LLC, dated March 12, 2018
|
|
99.5
|
Form of
Notice to Warrant Holders pursuant to that certain Securities
Purchase Agreement by and among the Company and the purchasers
named therein, dated March 13, 2018
|
|
99.6
|
Form of
Notice to Warrant Holders pursuant to that certain Engagement
Letter by and between the Company and H.C. Wainwright & Co.,
LLC, dated March 18, 2018
|
|
99.7
|
Form of
Notice to Warrant Holders pursuant to that certain Securities
Purchase Agreement by and among the Company and the purchasers
named therein, dated March 19, 2018
|
INTELLIPHARMACEUTICS INTERNATIONAL INC.
September
19, 2018
Notice to Warrant Holders
Dear
Warrant Holder:
Reference is made
to that certain Common Stock Purchase Warrant issued to you (the
“Holder”) on or after June 2, 2016 in connection with
the execution of that certain Underwriting Agreement between
Intellipharmaceutics International Inc. (the “Company”)
and Dawson James Securities, Inc., dated May 27, 2016 (the
“Warrant” and collectively with the other warrants
issued under such Underwriting Agreement, the
“Warrants”). This letter constitutes a notice pursuant
to Section 3(g) of the Warrant and in accordance with the notice
provisions contained in Section 5(h) thereof. All capitalized terms
not separately defined in this Notice shall have the same meanings
as defined in the Warrants.
We are
writing to inform you, as a registered holder of one or more
Warrants, that the Company has effected a consolidation, or reverse
stock split, of the issued and outstanding common shares of the
Company (the “reverse split”). The Board of Directors
of the Company has selected a share consolidation ratio of ten (10)
pre-consolidation shares for one (1) post-consolidation common
share. On September 12, 2018, the Company filed articles of
amendment which implemented the reverse split and the
Company’s common shares began trading on each of The NASDAQ
Capital Market (“Nasdaq”) and the Toronto Stock
Exchange (“TSX”) on a post-split basis under the
Company’s existing trade symbol “IPCI” at the
market open on September 14, 2018.
Pursuant to the
terms of the Warrants, each then-outstanding Warrant will be
adjusted such that (subject to any future adjustment pursuant to
the Warrant’s terms):
●
the initial
Exercise Price per common share of US$1.93 shall hereafter be
multiplied by 10 (
i.e
., the
quotient resulting from the fraction in which (i) the numerator is
the number of common shares outstanding immediately before the
reverse split and (ii) the denominator is the number of common
shares outstanding immediately after the reverse split), resulting
in an adjusted Exercise Price of US$19.30 (subject to any future
adjustment pursuant to the Warrant’s terms); and
●
the number of
shares issuable upon exercise of the Warrant shall be
proportionately adjusted such that the aggregate Exercise Price of
the Warrant shall remain unchanged.
The
reverse split was previously approved by the shareholders of the
Company at a special meeting held on August 15, 2018.
If
you should have any questions, please do not hesitate to contact
Andrew Patient, Chief Financial Officer of the Company, at
416.798.3001 ext. 106.
* * * * *
PLEASE ATTACH THIS NOTICE TO THE
CERTIFICATE EVIDENCING THE WARRANT(S)
CURRENTLY HELD BY YOU
INTELLIPHARMACEUTICS INTERNATIONAL INC.
September
19, 2018
Notice to Warrant Holders
Dear
Warrant Holder:
Reference is made
to that certain Common Stock Purchase Warrant issued to you (the
“Holder”) on or after October 13, 2017 in connection
with the execution of that certain Engagement Agreement between
Intellipharmaceutics International Inc. (the “Company”)
and H.C. Wainwright & Co., LLC., dated October 10, 2017 (the
“Warrant” and collectively with the other warrants
issued under such Engagement Agreement, the
“Warrants”). This letter constitutes a notice pursuant
to Section 3(f) of the Warrant and in accordance with the notice
provisions contained in Section 5(h) thereof. All capitalized terms
not separately defined in this Notice shall have the same meanings
as defined in the Warrants.
We are
writing to inform you, as a registered holder of one or more
Warrants, that the Company has effected a consolidation, or reverse
stock split, of the issued and outstanding common shares of the
Company (the “reverse split”). The Board of Directors
of the Company has selected a share consolidation ratio of ten (10)
pre-consolidation shares for one (1) post-consolidation common
share. On September 12, 2018, the Company filed articles of
amendment which implemented the reverse split and the
Company’s common shares began trading on each of The NASDAQ
Capital Market (“Nasdaq”) and the Toronto Stock
Exchange (“TSX”) on a post-split basis under the
Company’s existing trade symbol “IPCI” at the
market open on September 14, 2018.
Pursuant to the
terms of the Warrants, each then-outstanding Warrant will be
adjusted such that (subject to any future adjustment pursuant to
the Warrant’s terms):
●
the initial
Exercise Price per common share of US$1.375 shall hereafter be
multiplied by 10 (
i.e
., the
quotient resulting from the fraction in which (i) the numerator is
the number of common shares outstanding immediately before the
reverse split and (ii) the denominator is the number of common
shares outstanding immediately after the reverse split), resulting
in an adjusted Exercise Price of US$13.75 (subject to any future
adjustment pursuant to the Warrant’s terms); and
●
the number of
shares issuable upon exercise of the Warrant shall be
proportionately adjusted such that the aggregate Exercise Price of
the Warrant shall remain unchanged.
The
reverse split was previously approved by the shareholders of the
Company at a special meeting held on August 15, 2018.
If
you should have any questions, please do not hesitate to contact
Andrew Patient, Chief Financial Officer of the Company, at
416.798.3001 ext. 106.
* * * * *
PLEASE ATTACH THIS NOTICE TO THE
CERTIFICATE EVIDENCING THE WARRANT(S)
CURRENTLY HELD BY YOU
INTELLIPHARMACEUTICS
INTERNATIONAL INC.
September
19, 2018
Notice to Warrant Holders
Dear
Warrant Holder:
Reference is made
to that certain Common Stock Purchase Warrant issued to you (the
“Holder”) on or after October 13, 2017 in connection
with the execution of that certain Securities Purchase Agreement
between you and Intellipharmaceutics International Inc. (the
“Company”), dated October 11, 2017 (the
“Warrant” and collectively with the other warrants
issued under such Securities Purchase Agreement, the
“Warrants”). This letter constitutes a notice pursuant
to Section 3(f) of the Warrant and in accordance with the notice
provisions contained in Section 5(h) thereof. All capitalized terms
not separately defined in this Notice shall have the same meanings
as defined in the Warrants.
We are
writing to inform you, as a registered holder of one or more
Warrants, that the Company has effected a consolidation, or reverse
stock split, of the issued and outstanding common shares of the
Company (the “reverse split”). The Board of Directors
of the Company has selected a share consolidation ratio of ten (10)
pre-consolidation shares for one (1) post-consolidation common
share. On September 12, 2018, the Company filed articles of
amendment which implemented the reverse split and the
Company’s common shares began trading on each of The NASDAQ
Capital Market (“Nasdaq”) and the Toronto Stock
Exchange (“TSX”) on a post-split basis under the
Company’s existing trade symbol “IPCI” at the
market open on September 14, 2018.
Pursuant to the
terms of the Warrants, each then-outstanding Warrant will be
adjusted such that (subject to any future adjustment pursuant to
the Warrant’s terms):
●
the initial
Exercise Price per common share of US$1.25 shall hereafter be
multiplied by 10 (
i.e
., the
quotient resulting from the fraction in which (i) the numerator is
the number of common shares outstanding immediately before the
reverse split and (ii) the denominator is the number of common
shares outstanding immediately after the reverse split), resulting
in an adjusted Exercise Price of US$12.50 (subject to any future
adjustment pursuant to the Warrant’s terms); and
●
the number of
shares issuable upon exercise of the Warrant shall be
proportionately adjusted such that the aggregate Exercise Price of
the Warrant shall remain unchanged.
The
reverse split was previously approved by the shareholders of the
Company at a special meeting held on August 15, 2018.
If
you should have any questions, please do not hesitate to contact
Andrew Patient, Chief Financial Officer of the Company, at
416.798.3001 ext. 106.
* * * * *
PLEASE ATTACH THIS NOTICE TO THE
CERTIFICATE EVIDENCING THE WARRANT(S)
CURRENTLY HELD BY YOU
INTELLIPHARMACEUTICS
INTERNATIONAL INC.
September
19, 2018
Notice to Warrant Holders
Dear
Warrant Holder:
Reference is made
to that certain Common Stock Purchase Warrant issued to you (the
“Holder”) on or after March 16, 2018 in connection with
the execution of that certain Engagement Letter between
Intellipharmaceutics International Inc. (the “Company”)
and H.C. Wainwright & Co., LLC., dated March 12, 2018 (the
“Warrant” and collectively with the other warrants
issued under such Engagement Letter, the “Warrants”).
This letter constitutes a notice pursuant to Section 3(f) of the
Warrant and in accordance with the notice provisions contained in
Section 5(h) thereof. All capitalized terms not separately defined
in this Notice shall have the same meanings as defined in the
Warrants.
We are
writing to inform you, as a registered holder of one or more
Warrants, that the Company has effected a consolidation, or reverse
stock split, of the issued and outstanding common shares of the
Company (the “reverse split”). The Board of Directors
of the Company has selected a share consolidation ratio of ten (10)
pre-consolidation shares for one (1) post-consolidation common
share. On September 12, 2018, the Company filed articles of
amendment which implemented the reverse split and the
Company’s common shares began trading on each of The NASDAQ
Capital Market (“Nasdaq”) and the Toronto Stock
Exchange (“TSX”) on a post-split basis under the
Company’s existing trade symbol “IPCI” at the
market open on September 14, 2018.
Pursuant to the
terms of the Warrants, each then-outstanding Warrant will be
adjusted such that (subject to any future adjustment pursuant to
the Warrant’s terms):
●
the initial
Exercise Price per common share of US$0.75 shall hereafter be
multiplied by 10 (
i.e
., the
quotient resulting from the fraction in which (i) the numerator is
the number of common shares outstanding immediately before the
reverse split and (ii) the denominator is the number of common
shares outstanding immediately after the reverse split), resulting
in an adjusted Exercise Price of US$7.50 (subject to any future
adjustment pursuant to the Warrant’s terms); and
●
the number of
shares issuable upon exercise of the Warrant shall be
proportionately adjusted such that the aggregate Exercise Price of
the Warrant shall remain unchanged.
The
reverse split was previously approved by the shareholders of the
Company at a special meeting held on August 15, 2018.
If
you should have any questions, please do not hesitate to contact
Andrew Patient, Chief Financial Officer of the Company, at
416.798.3001 ext. 106.
* * * * *
PLEASE ATTACH THIS NOTICE TO THE
CERTIFICATE EVIDENCING THE WARRANT(S)
CURRENTLY HELD BY YOU
INTELLIPHARMACEUTICS
INTERNATIONAL INC.
September
19, 2018
Notice to Warrant Holders
Dear
Warrant Holder:
Reference is made
to that certain Common Stock Purchase Warrant issued to you (the
“Holder”) on or after March 16, 2018 in connection with
the execution of that certain Securities Purchase Agreement between
you and Intellipharmaceutics International Inc. (the
“Company”), dated March 13, 2018 (the
“Warrant” and collectively with the other warrants
issued under such Securities Purchase Agreement, the
“Warrants”). This letter constitutes a notice pursuant
to Section 3(f) of the Warrant and in accordance with the notice
provisions contained in Section 5(h) thereof. All capitalized terms
not separately defined in this Notice shall have the same meanings
as defined in the Warrants.
We are
writing to inform you, as a registered holder of one or more
Warrants, that the Company has effected a consolidation, or reverse
stock split, of the issued and outstanding common shares of the
Company (the “reverse split”). The Board of Directors
of the Company has selected a share consolidation ratio of ten (10)
pre-consolidation shares for one (1) post-consolidation common
share. On September 12, 2018, the Company filed articles of
amendment which implemented the reverse split and the
Company’s common shares began trading on each of The NASDAQ
Capital Market (“Nasdaq”) and the Toronto Stock
Exchange (“TSX”) on a post-split basis under the
Company’s existing trade symbol “IPCI” at the
market open on September 14, 2018.
Pursuant to the
terms of the Warrants, each then-outstanding Warrant will be
adjusted such that (subject to any future adjustment pursuant to
the Warrant’s terms):
●
the initial
Exercise Price per common share of US$0.60 shall hereafter be
multiplied by 10 (
i.e
., the
quotient resulting from the fraction in which (i) the numerator is
the number of common shares outstanding immediately before the
reverse split and (ii) the denominator is the number of common
shares outstanding immediately after the reverse split), resulting
in an adjusted Exercise Price of US$6.00 (subject to any future
adjustment pursuant to the Warrant’s terms); and
●
the number of
shares issuable upon exercise of the Warrant shall be
proportionately adjusted such that the aggregate Exercise Price of
the Warrant shall remain unchanged.
The
reverse split was previously approved by the shareholders of the
Company at a special meeting held on August 15, 2018.
If
you should have any questions, please do not hesitate to contact
Andrew Patient, Chief Financial Officer of the Company, at
416.798.3001 ext. 106.
* * * * *
PLEASE ATTACH THIS NOTICE TO THE
CERTIFICATE EVIDENCING THE WARRANT(S)
CURRENTLY HELD BY YOU
INTELLIPHARMACEUTICS INTERNATIONAL INC.
September
19, 2018
Notice to Warrant Holders
Dear
Warrant Holder:
Reference is made
to that certain Common Stock Purchase Warrant issued to you (the
“Holder”) on or after March 21, 2018 in connection with
the execution of that certain Engagement Letter between
Intellipharmaceutics International Inc. (the “Company”)
and H.C. Wainwright & Co., LLC., dated March 18, 2018 (the
“Warrant” and collectively with the other warrants
issued under such Engagement Letter, the “Warrants”).
This letter constitutes a notice pursuant to Section 3(f) of the
Warrant and in accordance with the notice provisions contained in
Section 5(h) thereof. All capitalized terms not separately defined
in this Notice shall have the same meanings as defined in the
Warrants.
We are
writing to inform you, as a registered holder of one or more
Warrants, that the Company has effected a consolidation, or reverse
stock split, of the issued and outstanding common shares of the
Company (the “reverse split”). The Board of Directors
of the Company has selected a share consolidation ratio of ten (10)
pre-consolidation shares for one (1) post-consolidation common
share. On September 12, 2018, the Company filed articles of
amendment which implemented the reverse split and the
Company’s common shares began trading on each of The NASDAQ
Capital Market (“Nasdaq”) and the Toronto Stock
Exchange (“TSX”) on a post-split basis under the
Company’s existing trade symbol “IPCI” at the
market open on September 14, 2018.
Pursuant to the
terms of the Warrants, each then-outstanding Warrant will be
adjusted such that (subject to any future adjustment pursuant to
the Warrant’s terms):
●
the initial
Exercise Price per common share of US$0.75 shall hereafter be
multiplied by 10 (
i.e
., the
quotient resulting from the fraction in which (i) the numerator is
the number of common shares outstanding immediately before the
reverse split and (ii) the denominator is the number of common
shares outstanding immediately after the reverse split), resulting
in an adjusted Exercise Price of US$7.50 (subject to any future
adjustment pursuant to the Warrant’s terms); and
●
the number of
shares issuable upon exercise of the Warrant shall be
proportionately adjusted such that the aggregate Exercise Price of
the Warrant shall remain unchanged.
The
reverse split was previously approved by the shareholders of the
Company at a special meeting held on August 15, 2018.
If
you should have any questions, please do not hesitate to contact
Andrew Patient, Chief Financial Officer of the Company, at
416.798.3001 ext. 106.
* * * * *
PLEASE ATTACH THIS NOTICE TO THE
CERTIFICATE EVIDENCING THE WARRANT(S)
CURRENTLY HELD BY YOU
INTELLIPHARMACEUTICS
INTERNATIONAL INC.
September
19, 2018
Notice to Warrant Holders
Dear
Warrant Holder:
Reference is made
to that certain Common Stock Purchase Warrant issued to you (the
“Holder”) on or after March 21, 2018 in connection with
the execution of that certain Securities Purchase Agreement between
you and Intellipharmaceutics International Inc. (the
“Company”), dated March 19, 2018 (the
“Warrant” and collectively with the other warrants
issued under such Securities Purchase Agreement, the
“Warrants”). This letter constitutes a notice pursuant
to Section 3(f) of the Warrant and in accordance with the notice
provisions contained in Section 5(h) thereof. All capitalized terms
not separately defined in this Notice shall have the same meanings
as defined in the Warrants.
We are
writing to inform you, as a registered holder of one or more
Warrants, that the Company has effected a consolidation, or reverse
stock split, of the issued and outstanding common shares of the
Company (the “reverse split”). The Board of Directors
of the Company has selected a share consolidation ratio of ten (10)
pre-consolidation shares for one (1) post-consolidation common
share. On September 12, 2018, the Company filed articles of
amendment which implemented the reverse split and the
Company’s common shares began trading on each of The NASDAQ
Capital Market (“Nasdaq”) and the Toronto Stock
Exchange (“TSX”) on a post-split basis under the
Company’s existing trade symbol “IPCI” at the
market open on September 14, 2018.
Pursuant to the
terms of the Warrants, each then-outstanding Warrant will be
adjusted such that (subject to any future adjustment pursuant to
the Warrant’s terms):
●
the initial
Exercise Price per common share of US$0.60 shall hereafter be
multiplied by 10 (
i.e
., the
quotient resulting from the fraction in which (i) the numerator is
the number of common shares outstanding immediately before the
reverse split and (ii) the denominator is the number of common
shares outstanding immediately after the reverse split), resulting
in an adjusted Exercise Price of US$6.00 (subject to any future
adjustment pursuant to the Warrant’s terms); and
●
the number of
shares issuable upon exercise of the Warrant shall be
proportionately adjusted such that the aggregate Exercise Price of
the Warrant shall remain unchanged.
The
reverse split was previously approved by the shareholders of the
Company at a special meeting held on August 15, 2018.
If
you should have any questions, please do not hesitate to contact
Andrew Patient, Chief Financial Officer of the Company, at
416.798.3001 ext. 106.
* * * * *
PLEASE ATTACH THIS NOTICE TO THE
CERTIFICATE EVIDENCING THE WARRANT(S)
CURRENTLY HELD BY YOU
