Filed pursuant to Rule 424(b)(3)
Registration No. 333-227448
and Registration No. 333-227794
PROSPECTUS SUPPLEMENT NO. 4
(To
Prospectus dated October 12, 2018)
INTELLIPHARMACEUTICS INTERNATIONAL INC.
Common Shares
This
Prospectus Supplement No. 4 (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.
This
Prospectus Supplement includes information from our Report on Form
6-K, which was filed with the Securities and Exchange Commission on
October 26, 2018. The Report, as filed, is set forth
below.
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 26, 2018
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 October 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.
This Report of
Foreign Private Issuer on Form 6-K and the attached exhibit 99.1
shall be incorporated by reference into the Company's effective
Registration Statements on Form F-3, as amended and supplemented
(Registration Statement Nos. 333-172796 and 333-218297), filed with
the Securities and Exchange Commission, from the date on which this
Report is filed, to the extent not superseded by documents or
reports subsequently filed or furnished by Intellipharmaceutics
International Inc. under the Securities Act of 1933 or the
Securities Exchange Act of 1934.
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.
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|
Intellipharmaceutics International Inc.
(Registrant)
/s/ Andrew Patient
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Date: October 26,
2018
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Andrew
Patient
Chief Financial Officer
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EXHIBIT LIST
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Exhibit
|
Description
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99.1
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News Release dated
October 26, 2018 - Intellipharmaceutics Regains Compliance with
Nasdaq Minimum Shareholders' Equity Listing
Requirements
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EXHIBIT
99.1
Intellipharmaceutics Regains Compliance with Nasdaq Minimum
Shareholders' Equity Listing Requirements
Toronto, Ontario, October
26, 2018
Intellipharmaceutics International Inc. (NASDAQ and TSX:
IPCI)
(“Intellipharmaceutics” or the “Company”), a pharmaceutical company
specializing in the research, development and manufacture of novel
and generic controlled-release and targeted-release oral solid
dosage drugs, today announced that it has received a letter from
the Hearings Advisor from the Nasdaq Office of General Counsel
notifying the Company that it had regained compliance with
Nasdaq’s stockholders’ equity requirement. The letter
also informed the Company that the Company will remain subject
to a “Panel Monitor” under Nasdaq Listing Rule
5815(d)(4)(A) until October 22, 2019. The letter noted that
while the Company is not out of compliance with Nasdaq’s
minimum bid price rule because its common shares have not traded
below $1.00 for 30 consecutive trading days, the Company’s
shares have closed below $1.00 since October 11, 2018, and
indicated that if at any time during the monitor period the Company
fails any Nasdaq listing standard, the Nasdaq Staff will issue a
Staff Delisting Determination and the Hearings Department will
schedule a hearing.
As background, at a
hearing held on May 17, 2018, the Company presented its plan to
regain and maintain compliance with Nasdaq’s continued listing requirements.
The Panel then granted the Company’s request for continued listing,
provided that by September 28, 2018, the Company (i) comply with
Nasdaq’s $1.00 bid price requirement by having a closing bid
price of over $1.00 for ten prior consecutive trading days, (ii)
have a stockholders’
equity position of over $2.5 million and (iii) provide the Panel
with updated financial projections demonstrating its ability to
maintain compliance with the stockholders’ equity rule for the coming year. On
September 12, 2018, the Company filed articles of amendment to
effectuate a 1-for-10 reverse split, and the Company’s common
shares began trading on each of Nasdaq and the Toronto Stock
Exchange on a post-reverse split basis on September 14, 2018. As a
result of the closing bid price of the Company’s common
shares exceeding $1.00 for the period from September 14 to 27,
2018, the Company regained compliance with the minimum bid price
requirement. On September 29, 2018, the Company was advised that
its request that the Panel grant a further extension through
October 17, 2018 had been granted.
There is 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 during the Monitoring Period or
thereafter.
About Intellipharmaceutics
Intellipharmaceutics International Inc. is a
pharmaceutical company specializing in the research, development
and manufacture of novel and generic controlled-release and
targeted-release oral solid dosage drugs. The Company's patented
Hypermatrix™ technology
is a multidimensional controlled-release drug delivery platform
that can be applied to a wide range of existing and new
pharmaceuticals. Intellipharmaceutics has developed several drug
delivery systems based on this technology platform, with a pipeline
of products (some of which have received U.S. Food and Drug
Administration (“FDA”) approval) in various stages of
development. The Company has abbreviated new drug application
(“ANDA”) and new drug application
(“NDA”) 505(b)(2) drug product candidates
in its development pipeline. These include the Company’s abuse- deterrent oxycodone
hydrochloride extended release formulation (“Oxycodone ER”) based on its proprietary
nPODDDS™ novel Point Of
Divergence Drug Delivery System (for which an NDA has been filed
with the FDA), and Regabatin™ XR (pregabalin extended-release
capsules).
Cautionary Statement Regarding Forward-Looking
Information
Certain statements in this document constitute
“forward-looking statements” within the meaning of the
United States Private Securities Litigation Reform Act of 1995
and/or “forward-looking information” under the
Securities Act (Ontario). These statements include, without
limitation, statements expressed or implied regarding our
expectations regarding our plans, goals and milestones, status of
developments or expenditures relating to our business, plans to
fund our current activities, and statements concerning our
partnering activities, health regulatory submissions, strategy,
future operations, future financial position, future sales,
revenues and profitability, projected costs and market penetration
and risks or uncertainties related to our ability to realize any
benefits from our recent reverse stock split and our ability to
comply with the Nasdaq continued listing standards. In some cases,
you can identify forward-looking statements by terminology such as
“appear”, “unlikely”, “target”,
"may", "will", "should", "expects", "plans", "plans to",
"anticipates", "believes", "estimates", "predicts", "confident",
"prospects", "potential", "continue", "intends", "look forward",
"could", “would”, “projected”,
“goals”, “set to”, “seeking” or
the negative of such terms or other comparable terminology. We made
a number of assumptions in the preparation of our forward-looking
statements. You should not place undue reliance on our
forward-looking statements, which are subject to a multitude of
known and unknown risks and uncertainties that could cause actual
results, future circumstances or events to differ materially from
those stated in or implied by the forward-looking statements. Risks
and uncertainties relating to us and our business can be found in
the "Risk Factors" section of our latest annual information form,
our latest Form 20-F, and our latest Form F-1 and Form F-3
(including any documents forming a part thereof or incorporated by
reference therein), as amended, as well as in our reports, public
disclosure documents and other filings with the securities
commissions and other regulatory bodies in Canada and the U.S.,
which are available on www.sedar.com and www.sec.gov. The
forward-looking statements reflect our current views with respect
to future events and are based on what we believe are reasonable
assumptions as of the date of this document and we disclaim any
intention and have no obligation or responsibility, except as
required by law, to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Trademarks used herein are the property of their respective
holders.
Unless the context otherwise requires, all references to "we,"
"us," "our," "Intellipharmaceutics," and the "Company" refer to
Intellipharmaceutics International Inc. and its
subsidiaries.
CONTACT INFORMATION
Company
Contact:
Intellipharmaceutics
International Inc.
Andrew
Patient
Chief Financial
Officer
416.798.3001 ext.
106
investors@intellipharmaceutics.com
Investor
Contact:
ProActive
Capital
Kirin
Smith
646.863.6519
ksmith@pcgadvisors.com