IntelGenx Technologies Form 4 / Life Sciences AG ATAI ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ATAI Life Sciences N.V.

(Last)

(First)

(Middle)

WALLSTRABE 16

(Street)

BERLIN

10179

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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⁾

1. Name and Address of Reporting Person^*

ATAI Life Sciences N.V.

(Last)

(First)

(Middle)

WALLSTRABE 16

(Street)

BERLIN

10179

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ATAI Life Sciences AG

(Last)

(First)

(Middle)

WALLSTRABE 16

(Street)

BERLIN

10179

(City)

(State)

(Zip)

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.

	ATAI Life Sciences N.V., By: /s/ Florian Brand, Chief Executive Officer	03/12/2024
	ATAI Life Sciences AG, By: /s/ Florian Brand, Chief Executive Officer	03/12/2024
	** Signature of Reporting Person	Date
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IntelGenx Technologies (IGXT) Form 4IntelGenx Technologies / Life Sciences AG ATAI ownership change