Blueprint
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Act of 1934
(Amendment No. 5)*
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INTELLIPHARMACEUTICS
INTERNATIONAL INC.
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(Name
of Issuer)
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Common
Shares, no par value
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(Title
of Class of Securities)
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Odidi
Holdings Inc.
30
Worcester Road, Toronto, Ontario M9W 5X2
(416)
798-3001
Attention: Amina
Odidi, President and Chief Operating Officer
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(Name,
Address and Telephone Number of Person
Authorized to
receive Notices and Communications)
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October
12, 2018
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(Date
of Event which Requires Filing of this Statement)
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If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [
]
Note: Schedules filed in
paper format shall include a signed original and five copies of the
Schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
* The
remainder of this cover page shall be filled out for a reporting
person’s initial filing
on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of section 18 of
the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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1.
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NAMES
OF REPORTING PERSONS
Odidi
Holdings Inc.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(A)
[x]
(B) [
]
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3.
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SEC USE
ONLY
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4.
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SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
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5.
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) or 2(E) [ ]
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6.
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CITIZENSHIP OR
PLACE OF ORGANIZATION
Ontario,
Canada
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NUMBER
OF
SHARES
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7.
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SOLE
VOTING POWER
578,131*
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BENEFICIALLY
OWNED
BY
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8.
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SHARED
VOTING POWER
0
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EACH
REPORTING
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9.
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SOLE
DISPOSITIVE POWER
578,131*
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PERSON
WITH
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10.
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SHARED
DISPOSITIVE POWER
0
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11.
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
578,131*
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12.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.72%
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14.
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TYPE OF
REPORTING PERSON*
CO
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* On
September 12, 2018, Intellipharmaceutics International Inc. (the
“Issuer”) filed an amendment to the
Issuer’s articles to
implement a one-for-10 reverse split, known as a share
consolidation under Canadian law (the “reverse split”). The number of Common Shares (as
defined below) disclosed herein reflects the reverse split. See
Item 5.
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1.
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NAMES
OF REPORTING PERSONS
Isa
Odidi
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(A)
[x]
(B) [
]
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3.
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SEC USE
ONLY
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4.
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SOURCE
OF FUNDS (SEE INSTRUCTIONS)
PF
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5.
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) or 2(E) [ ]
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6.
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CITIZENSHIP OR
PLACE OF ORGANIZATION
Canada
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NUMBER
OF
SHARES
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7.
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SOLE
VOTING POWER
0
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BENEFICIALLY
OWNED
BY
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8.
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SHARED
VOTING POWER
1,164,885 (includes
375,088 shares issuable upon exercise of options and 211,666 shares
issuable on conversion of debt)*
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EACH
REPORTING
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9.
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SOLE
DISPOSITIVE POWER
0
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PERSON
WITH
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10.
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SHARED
DISPOSITIVE POWER
1,164,885 (includes
375,088 shares issuable upon exercise of options and 211,666 shares
issuable on conversion of debt)*
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11.
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,164,885*
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12.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7%
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14.
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TYPE OF
REPORTING PERSON*
IN
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* The number of Common Shares
disclosed herein reflects the reverse split. See Item
5.
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1.
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NAMES
OF REPORTING PERSONS
Amina
Odidi
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(A)
[x]
(B) [
]
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3.
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SEC USE
ONLY
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4.
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SOURCE
OF FUNDS (SEE INSTRUCTIONS)
PF
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5.
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) or 2(E) [ ]
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6.
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CITIZENSHIP OR
PLACE OF ORGANIZATION
Canada
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NUMBER
OF
SHARES
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7.
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SOLE
VOTING POWER
0
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BENEFICIALLY
OWNED
BY
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8.
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SHARED
VOTING POWER
1,164,885 (includes
375,088 shares issuable upon exercise of options and 211,666 shares
issuable on conversion of debt)*
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EACH
REPORTING
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9.
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SOLE
DISPOSITIVE POWER
0
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PERSON
WITH
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10.
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SHARED
VOTING POWER
1,164,885 (includes
375,088 shares issuable upon exercise of options and 211,666 shares
issuable on conversion of debt)*
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11.
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,164,885*
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12.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7%
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14.
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TYPE OF
REPORTING PERSON*
IN
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* The number of Common Shares
disclosed herein reflects the reverse split. See Item
5.
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Item
2.
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Identity and
Background.
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This
Amendment No. 5 amends and supplements the Schedule 13D of Odidi
Holdings Inc., an Ontario, Canada corporation (“Holdings”), Isa Odidi, an individual
(“I. Odidi”), and Amina Odidi, an individual
(“A. Odidi” and collectively with Holdings and
I. Odidi, the “Reporting
Persons”), with respect
to the common shares, no par value (the “Common Shares”), of Intellipharmaceutics
International Inc., a Canada corporation (the “Issuer”) whose principal executive offices
are located at 30 Worcester Road, Toronto, Ontario M9W 5X2.
Pursuant to Rule 13d-1(f)(1) promulgated under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 5 is being
filed by the Reporting Persons.
This
Amendment No. 5, the previous amendments to the Reporting
Persons’ Schedule 13D and
the initial Schedule 13D are hereinafter collectively referred to
as the “Statement.” Except as amended and supplemented
hereby, there has been no change in the information contained in
the Statement. The Reporting Persons are making this single, joint
filing because they have agreed to act as a “group” within the meaning of Section
13(d)(3) of the Exchange Act.
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Item
4.
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Purpose
of Transaction.
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On
October 16, 2018, the Issuer reported that it had closed an
underwritten public offering in the United States, resulting in the
sale of 2,775,231 common shares, pre-funded warrants exercisable
for 16,563,335 common shares and warrants exercisable for
20,000,000 common shares (the “Offering”). As a result
of that closing, the percentage ownership beneficially owned by the
Reporting Persons decreased by an amount greater than
1%.
Pursuant to the
underwriting agreement relating to the Offering, on October 12,
2018, I. Odidi and A. Odidi entered into a lock-up agreement (as
described in Item 6 herein).
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Item
5.
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Interest in
Securities of the Issuer.
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(a)-(b)
On
October 25, 2018, there were 8,107,243 Common Shares outstanding
(post-reverse split). As of the date of this Amendment No. 5,
Holdings beneficially owned 578,131 Common Shares of the Issuer,
comprising 6.72% of the issued and outstanding Common Shares as of
October 25, 2018. In addition, as of the date of this Amendment No.
5, each of I. Odidi and A. Odidi beneficially owned 1,164,885 and
1,164,885 Common Shares of the Issuer, respectively, comprising
12.7% and 12.7% of the issued and outstanding Common Shares,
respectively, as of October 25, 2018. Such amounts include (i)
578,131 Common Shares owned of record by Holdings, (ii) 248,755
Common Shares issuable upon exercise of immediately exercisable
options jointly owned by I. Odidi and A. Odidi (which amount gives
effect to the vesting in accordance with applicable vesting
provisions), (iii) 30,000 Common Shares issuable upon exercise of
immediately exercisable options beneficially owned separately by
each of I. Odidi and A. Odidi, (iv) 7,500 Common Shares issuable
upon exercise of exercisable options beneficially owned separately
by each of I. Odidi and A. Odidi, (v) 5,000 Common Shares issuable
upon exercise of exercisable options beneficially owned separately
by each of I. Odidi and A. Odidi, (vi) 7,000 Common Shares issuable
upon exercise of exercisable options beneficially owned separately
by each of I. Odidi and A. Odidi, (vii) 9,000 Common Shares
issuable upon exercise of exercisable options beneficially owned
separately by each of I. Odidi and A. Odidi, (viii) 4,667 Common
Shares issuable upon exercise of exercisable options beneficially
owned separately by each of I. Odidi and A. Odidi, (ix) 45,000
Common Shares issuable upon conversion of a convertible debenture
jointly owned by I. Odidi and A. Odidi and described in Amendment
No. 2 to this Statement (the “2013 Convertible
Debenture” and
collectively with the 2018 Convertible Debenture, the “Debentures”), and (x) 166,666 Common Shares
issuable upon conversion of a 2018 Convertible Debenture jointly
owned by I. Odidi and A. Odidi and described herein.
The
Common Shares reported herein as beneficially owned by I. Odidi and
A. Odidi do not include any Common Shares issuable upon exercise of
unvested options owned jointly by I. Odidi and A. Odidi which, as
previously reported, vest upon the Issuer or its subsidiaries
attaining certain milestones related to FDA filings and approvals
for the Issuer’s
drugs.
Pursuant to the
terms of the Convertible Debentures and the options issued to I.
Odidi and A. Odidi, the conversion and exercise prices and number
of Common Shares issuable upon conversion or exercise thereof were
adjusted as a result of the reverse split of Common Shares
implemented by the Issuer in September 2018 of its outstanding
Common Shares on the basis of a ratio of one post-split Common
Share for every 10 pre-split Common Shares and applicable
anti-dilution provisions.
(d) The
Reporting Persons affirm that no persons other than the Reporting
Persons have the right to receive, or have the power to direct the
receipt of, dividends from, or the proceeds from the sale of, the
Common Shares owned by the Reporting Persons.
(e) It
is inapplicable for the purposes hereof to state the date on which
the Reporting Persons ceased to be the owner of more than five
percent (5%) of the Common Shares.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
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Item 6
of the Statement is hereby amended and supplemented as
follows:
In
connection with the Offering, I. Odidi and A. Odidi entered into a
lock-up agreement with H.C. Wainwright & Co., LLC
(“Wainwright”), as the underwriter of the Offering. The
lock-up agreement prohibits I. Odidi and A. Odidi from directly or
indirectly, selling, offering, contracting or granting any option
to sell, granting any option, right or warrant to
purchase, pledge,
transfer, lend or
otherwise dispose of any Common Shares, options, rights or warrants to acquire Common Shares,
or securities exchangeable or exercisable for or convertible into
Common Shares currently owned either of record or beneficially for
a period beginning on October 12, 2018 and continuing through the
close of trading on the date ninety (90) days after the date of the
final prospectus relating to the Offering (the “Lock-Up
Period”), without the prior written consent of Wainwright.
The Lock-Up Period is subject to certain exceptions under certain
circumstances. The description of the lock-up agreement is a
summary and is subject to, and qualified in its entirety by, the
full text of such agreement, which is filed as Exhibit 5 hereto and
incorporated herein by reference.
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Item
7.
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Material to be
Filed as Exhibits.
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Exhibit
5. Form of Lock-Up Agreement
SIGNATURE
After
reasonable inquiry, and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this
statement is true, complete and correct.
DATE:
October 25, 2018
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ODIDI
HOLDINGS INC.
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By:
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/s/
Amina Odidi
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Name:
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Amina
Odidi
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Title:
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President
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/s/ Isa
Odidi
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Isa
Odidi
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/s/
Amina Odidi
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Amina
Odidi
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Exhibit
5
Form of Lock-Up Agreement
October
12, 2018
H.C.
Wainwright & Co., LLC
430
Park Avenue, 3rd Floor
New
York, New York 10022
Re:
Intellipharmaceutics
International Inc. (the “Company”)
Ladies
and Gentlemen:
The
undersigned is an owner of record or beneficially of certain common
shares of the Company (“Common
Shares”) or
securities convertible into or exchangeable or exercisable for
Common Shares. The Company proposes to carry out a public offering
of securities (the “Offering”) for which H.C. Wainwright &
Co., LLC (the “Underwriter”) will act as the underwriter
pursuant to the underwriting agreement to be entered
into between the Underwriter and the Company with respect to the
Offering (the “Underwriting Agreement”). The undersigned recognizes that
the Offering will be of benefit to the undersigned and will benefit
the Company by, among other things, raising additional capital for
its operations. The undersigned acknowledges that the Underwriter
is relying on the representations and agreements of the undersigned
contained in this letter in carrying out the Offering and in
entering into the
Underwriting Agreement.
In
consideration of the foregoing, the undersigned hereby agrees that
the undersigned will not, and will not publicly disclose an
intention to (and will cause any spouse or immediate family member
of the spouse or the undersigned living in the
undersigned’s household
not to), without the prior written consent of the Underwriter (which consent may be withheld in its
sole discretion), directly or indirectly, sell, offer, contract or
grant any option to sell (including, without limitation, any short
sale), grant any option,
right or warrant to purchase, pledge, transfer, establish an open
“put equivalent
position” within the
meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934,
as amended (the
“Exchange Act”), lend or otherwise dispose of any Common
Shares, options, rights or
warrants to acquire Common Shares, or securities exchangeable or
exercisable for or convertible into Common Shares currently owned
either of record or beneficially (as defined in Rule 13d-3 under
the Exchange Act) by the undersigned (or such spouse or family
member), including,
without limitation, entering into any swap or other arrangement
that transfers, in whole or in part, the economic consequences of
the ownership of Common
Shares or publicly announce an intention to do any of the
foregoing, for a period commencing on the date hereof and
continuing through the close of trading on the date ninety (90)
days after the date of thefinal prospectus relating to the Offering
(the “Restriction
Period”), except
for (A) transactions
related to Common Shares or other securities acquired in the
Offering or in the open market after the completion of the
Offering, (B) bona fide gifts, sales or other dispositions of
shares of any class of the Company’s capital stock, in each case that
are made exclusively between and among the undersigned or members
of the undersigned’s
family, or affiliates of the undersigned, including its partners
(if a partnership) or members (if a limited liability company), (C)
transfers to any trust for the direct or indirect benefit of the
undersigned or a member of the immediate family (as defined below)
of the undersigned, or (D) transfers by will, other testamentary
document or intestate succession to the legal representative, heir,
beneficiary, or a member of the immediate family of the
undersigned; provided that in the case of any transfer or
distribution pursuant to clause (B), (C) or (D), (1) each donee or
distributee shall execute and deliver to the Underwriter a lock-up
letter in the form of this paragraph and (2) any such transfer
shall not involve a disposition for value; and provided, further,
that in the case of any transfer or distribution pursuant to clause
(B), (C) or (D), no filing by any party (donor, donee, transferor
or transferee) under the Exchange Act or other public announcement
shall be required or shall be made voluntarily in connection with
such transfer or distribution (other than a filing on a Form 5 made
after the expiration of the Restriction Period). Beneficial
ownership shall be calculated in accordance with Section 13(d) of
the Exchange Act.
If the
undersigned is an officer or director of the Company: (A)
notwithstanding any provision of this agreement to the contrary,
the share transfer restrictions set forth above shall apply to any
and all issuer-directed shares received by the undersigned in the
Offering; and (B) if the Underwriter determines in its sole
discretion to consent to a requested release or waiver of the
foregoing restrictions in connection with a transfer of Common
Shares, (i) as required by the Financial Industry Regulatory
Authority, Inc., the Underwriter intends to notify the Company of
the impending release or waiver at least three (3) business days
before the effective date of such release or waiver, and (ii) the
Company (in accordance with the provisions of the Underwriting
Agreement) will announce the impending release or waiver by press
release through a major news service at least two (2) business days
before the effective date of the release or waiver. Any release or
waiver granted by the Underwriter hereunder to any such officer or
director shall only be effective two (2) business days after the
publication date of such press release. The provisions of this
paragraph will not apply if both (a) the release or waiver is
effected solely to permit a transfer not for consideration and (b)
the transferee has agreed in writing to be bound by the same terms
described in this agreement that are applicable to the transferor
to the extent and for the duration that such terms remain in effect
at the time of the transfer.
The
undersigned also agrees and consents to the entry of stop transfer
instructions with the Company’s transfer agent and registrar
against the transfer of Common Shares held by the undersigned
except in compliance with the foregoing restrictions, and any duly
appointed transfer agent and registrar for the registration or
transfer of Common Shares described herein are hereby authorized to
decline to make any transfer of such Common Shares if such transfer
would constitute a violation or breach of this
agreement.
With
respect to the Offering only, the undersigned waives any
registration rights relating to registration under the Securities
Act of 1933, as amended, of any Common Shares owned either of
record or beneficially by the undersigned, including any rights to
receive notice of the Offering.
As used
herein, “immediate
family” shall mean the
spouse, domestic partner, lineal descendant, father, mother,
brother, sister, or any other person with whom the undersigned has
a relationship by blood, marriage or adoption not more remote than
first cousin.
The
undersigned hereby agrees that, to the extent that the terms of
this agreement conflict with or are in any way inconsistent with
any registration rights agreement, any market standoff agreement or
any other lock-up agreement related to the Common Shares to which
the undersigned and the Company may be party, this agreement
supersedes such registration rights agreement, market standoff
agreement or other lock-up agreement.
[Signature page follows]
This
agreement is irrevocable and will be binding on the undersigned and
the respective successors, heirs, personal representatives, and
assigns of the undersigned.
This
letter agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to the
conflict of laws principles thereof.
Very
truly yours,
____________________________________
Name of
Securityholder/Director/Officer
(Print
exact name)
By:_________________________________
Signature
If not
signing in an individual capacity:
____________________________________
Name of
Authorized Signatory (Print)
____________________________________
Title
of Authorized Signatory (Print)
(indicate capacity
of person signing if signing as custodian, trustee or on behalf of
an entity)