UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
January 11, 2021
Date of Report (Date of Earliest Event Reported)
INTELGENX TECHNOLOGIES CORP.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
000-31187 |
870638336 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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6420 Abrams, Ville St- Laurent, Quebec, Canada |
H4S 1Y2 |
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(Address of principal executive offices) |
(Zip Code) |
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Registrant's telephone number, including area code: (514) 331-7440
Check the appropriate box below if the Form 8K fining is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ]Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425)
[ ]Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)
[ ]Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]Pre-commencement communication pursuant to Rule 13e-4© under the Exchange Act (17 CFR 240.13e-4©)
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, $0.00001 par value |
IGXT IGX |
OTCQB TSX Venture Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Appointment of Certain Officer.
The Board of Directors of IntelGenx Technologies Corp. (the "Company") announced today, that it has appointed Tommy Kenny, to serve as Vice President, Intellectual Property and Legal Affairs, General Counsel of IntelGenx Corp., the Company's operating subsidiary, pursuant to the terms and conditions of a Memorandum of Agreement (the "Agreement").
Mr. Kenny has been with IntelGenx since 2016, where he grew into different positions including his most recent position as Director of Intellectual Property and Legal Affairs. In his new role, Mr. Kenny will continue to oversee IntelGenx' legal activities, including intellectual property management and cannabis related matters.
Prior to joining IntelGenx in October 2016, from May 2012 to October 2016, Mr. Kenny was with Brouillette & Associés, a Montreal Intellectual Property Boutique law firm. In his most recent position at this firm he was an attorney advising clients on various intellectual property and commercial matters. From 2009 to 2013 Mr. Kenny was a student of law as well as chemistry at the University of Sherbrooke.
Mr. Kenny holds a Juris Doctor in North American Common Law from the University of Montreal, a Bachelor of Law as well as a Master of Chemistry from the University of Sherbrooke, and a Bachelor of Science with honors in Chemistry from Bishop's University.
The Company is not aware of any family relationships, by blood, marriage or adoption, between Mr. Kenny and any other director, executive officer, or nominee as a director or officer of the Company.
On January 11, 2021 IntelGenx Corp., a wholly owned subsidiary of the Company entered into an Agreement with Mr. Tommy Kenny. Pursuant to the Agreement Mr. Kenny has been appointed as Vice-President, Intellectual Property and Legal Affairs, General Counsel of IntelGenx Corp. The appointment is subject to TSX Venture Exchange approval and Health Canada clearance.
Under the terms of his Agreement, Mr. Kenny will be paid an annual salary of CAN$150,000 beginning January 2021. He shall also receive a monthly automobile allowance of CAN$750. Pursuant to the Agreement, Mr. Kenny is entitled to receive 150,000 options to purchase common shares under the Company's 2016 Stock Option Plan. He is further entitled to receive an annual bonus of up to 30% of his base salary for meeting certain performance targets.
Mr. Kenny's ('the Vice President') employment agreements provide for the following termination provisions:
If the Vice President is terminated for any reason other than for Cause (as defined in the Agreement), then they shall (i) receive a lump sum payment of the base salary that would have been payable for a 12 month period (the "Severance Period"), (ii) be entitled to continued participation in employee benefit plans ending on the earlier of the end of the Severance Period and receipt of equivalent plans of a subsequent employer, and (iii) receive payment of any accrued bonus. In addition, all unvested stock options shall vest immediately (collectively the "Termination Benefits").
On the occurrence of a Change in Control (as defined in the Agreement), the Vice President may terminate the Agreement within a period of six months and the Company shall be required to provide the Vice President with the Termination Benefits.
The Agreements contain non-competition and non-solicitation provisions for a period of twelve months on termination of the Agreements for whatever reason whether voluntary or involuntary.
Item 8.01 Other Events.
On January 12, 2021, the Company issued a press release announcing the appointment of Mr. Kenny. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Exhibit |
Description |
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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 hereunto duly authorized.
| INTELGENX TECHNOLOGIES CORP. | |||
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Dated: January 14, 2021 |
By: /s/Horst G. Zerbe |
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Horst G. Zerbe |
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Chief Executive Officer |
IntelGenx Appoints Tommy Kenny as Vice President, Intellectual Property and Legal Affairs, General Counsel
Saint Laurent, Quebec, January 12, 2021 - IntelGenx Technologies Corp. (TSXV: IGX) (OTCQB: IGXT) ("IntelGenx" or the "Company") today announced that its Board of Directors appointed Mr. Tommy Kenny as Vice President, Intellectual Property and Legal Affairs, General Counsel of IntelGenx Corp., the Company's operating subsidiary.
Mr. Kenny has been with IntelGenx since 2016. He is an attorney specializing in intellectual property and commercial pharmaceutical law, who has developed strong technical expertise across a range of legal functions, managing litigation and advising on commercial partnerships, while also building a strong intellectual property portfolio for the Company's oral film technologies. He has held a number of progressive management positions at IntelGenx, most recently, as the Company's Director of Intellectual Property and Legal Affairs. In his new role, Mr. Kenny will continue to oversee IntelGenx's legal activities, including intellectual property management and cannabis related matters.
Prior to joining IntelGenx, Mr. Kenny was an attorney in a Montreal Intellectual Property Boutique law firm, advising clients on various intellectual property and commercial matters. Mr. Kenny holds a Juris Doctor in North American Common Law from the University of Montreal, a Bachelor of Law as well as a Master of Chemistry from the University of Sherbrooke, and a Bachelor of Science with honors in Chemistry from Bishop's University.
The Board granted stock options to acquire 150,000 common shares under the 2016 Stock Option Plan to Mr. Kenny as per his employment agreement. The options have an exercise price of US$0.27 (CAD$0.35), vest over a period of two years at the rate of 25% every six months, and expire on January 10, 2031.
"I believe Tommy is exceptionally well qualified with his strong leadership skills, expertise in both law and science, and strategic intellectual property portfolio planning insights to manage IntelGenx's legal affairs," said Dr. Horst G. Zerbe, CEO of IntelGenx. "His promotion comes at a pivotal time for IntelGenx as we continue to make progress on our key programs, while taking strategic steps toward the future with our recent partnering in the cannabis and psychedelic fields."
The appointment is subject to TSX Venture Exchange ("TSXV") approval and Health Canada clearance.
Forward Looking Statements:
This document may contain forward-looking information about IntelGenx' operating results and business prospects that involve substantial risks and uncertainties. Statements that are not purely historical are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. These statements include, but are not limited to, statements about IntelGenx' plans, objectives, expectations, strategies, intentions or other characterizations of future events or circumstances and are generally identified by the words "may," "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "could," "would," and similar expressions. All forward looking statements are expressly qualified in their entirety by this cautionary statement. Because these forward-looking statements are subject to a number of risks and uncertainties, IntelGenx' actual results could differ materially from those expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed under the heading "Risk Factors" in IntelGenx' annual report on Form 10-K, filed with the United States Securities and Exchange Commission and available at www.sec.gov, and also filed with Canadian securities regulatory authorities at www.sedar.com. IntelGenx assumes no obligation to update any such forward-looking statements.
Each of the TSX Venture Exchange and OTCQB has neither approved nor disapproved the contents of this press release. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Source: IntelGenx Technologies Corp.
For IntelGenx:
Stephen Kilmer
Investor Relations
(514) 331-7440 ext 232
stephen@intelgenx.com
Or
Andre Godin, CPA, CA
President and CFO
IntelGenx Corp.
(514) 331-7440 ext 203
andre@intelgenx.com