Filed pursuant to Rule 424(b)(3)
Registration
No. 333-227448
and
Registration No. 333-227794
PROSPECTUS SUPPLEMENT NO.
3
(To
Prospectus dated October 12, 2018)
INTELLIPHARMACEUTICS INTERNATIONAL INC.
Common Shares
This
Prospectus Supplement No. 3 (this "Prospectus Supplement") amends
and supplements our Prospectus dated October 12, 2018, as
previously supplemented (the "Prospectus"), which form a part of
our Registration Statement (our "Registration Statement") on Form
F-1 (Registration Nos. 333-227448 and 333-227794). This Prospectus
Supplement is being filed to update, amend and supplement the
information included or incorporated by reference in the Prospectus
with the information contained in this Prospectus Supplement. The
Prospectus and this Prospectus Supplement relate to the public
offering of common shares issuable upon the exercise of warrants,
pre-funded warrants and underwriter’s warrants issued in the
public offering of securities which closed on October 16, 2018
pursuant to a prospectus dated October 12, 2018.
This
Prospectus Supplement includes information from our Reports on Form
6-K, which were filed with the Securities and Exchange Commission
on October 17, 2018.
This
Prospectus Supplement should be read in conjunction with the
Prospectus, except to the extent that the information in this
Prospectus Supplement updates and supersedes the information
contained in the Prospectus.
NEITHER
THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE "SEC") NOR ANY
STATE SECURITIES COMMISSION OR CANADIAN SECURITIES REGULATOR HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
_______________
The
date of this Prospectus Supplement is October 23, 2018
Intellipharmaceutics International Inc. Closed US$14.3 Million
Underwritten Public Offering
On October 16, 2018, Intellipharmaceutics International Inc.
(the “Company”), closed its previously announced
underwritten public offering in the United States (the
“Offering”), resulting in the sale of 2,775,231 common
shares, pre-funded warrants exercisable for 16,563,335 common
shares, at an exercise price of US$0.01 per share (the
“Pre-Funded Warrants”), and warrants exercisable for
20,000,000 common shares, at an exercise price of US$0.75 per share
(the “Firm Warrants”). These securities were issued in
units, each consisting of either one common share and one Firm
Warrant or one Pre-Funded Warrant and one Firm Warrant, and were
offered at a public offering price of US$0.75 per
unit.
H.C.
Wainwright & Co. acted as the sole book-running manager for the
Offering.
Each
Firm Warrant is exercisable immediately and has a term of five
years and each Pre-Funded Warrant is exercisable immediately and
until all Pre-Funded Warrants are exercised. The common shares (or
common share equivalent) and the accompanying warrants included in
the units were purchased together in the Offering but were issued
separately.
The
Company received gross proceeds of approximately US$14.3 million,
prior to deducting discounts and commissions and other offering
expenses. The Company intends to use the net proceeds of the
Offering for general corporate purposes, which may include working
capital, capital expenditures, research and development, accounts
payable, and other commercial expenditures.
On
October 16, 2018, the Company issued a press release announcing the
closing of the Offering. A copy of the press release is included as
Exhibit 99.1 to the Report on Form 6-K, which was filed with the
SEC on October 17, 2018.
Nasdaq Stockholders’ Equity Requirement
On
October 17, 2018, the Company filed a Report on Form 6-K, reporting
that as of the date of the Report the Company believes that it has
regained compliance with Nasdaq’s stockholders’ equity
requirement as provided in Nasdaq Listing Rule 5550(b)(1) after
giving effect to the proceeds from the Offering, and the associated
increase in the Company’s stockholders’ equity. As of
the date of the Report, the Company believes its
stockholders’ equity is in excess of US$2.5
million.
There
can be no assurance that the Company will be able to maintain
compliance with the Nasdaq continued listing standards, including
Nasdaq’s minimum stockholders’ equity, minimum
bid-price or other requirements. The Company is awaiting
confirmation from Nasdaq that it has achieved compliance with the
US$2.5 million stockholders’ equity requirement and intends
to make a further announcement upon receiving such notice of
compliance.