Filed pursuant to Rule 424(b)(3)
Registration
No. 333-227448
and
Registration No. 333-227794
PROSPECTUS SUPPLEMENT
(To
Prospectus dated October 12, 2018)
INTELLIPHARMACEUTICS INTERNATIONAL INC.
827,970 Units (each Unit contains one Common Share and one Warrant
to purchase one Common Share)
16,563,335 Pre-Funded Units (each Pre-Funded Unit contains one
Pre-Funded Warrant to purchase one Common Share and one Warrant to
purchase one Common Share)
(17,391,305 Common Shares Underlying the Warrants) and
(16,563,335 Common Shares Underlying the Pre-Funded
Warrants)
This
Prospectus Supplement No. 1 (this "Prospectus Supplement") amends
and supplements our Prospectus dated October 12, 2018 (the
"Prospectus"), which forms 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 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, as more fully described below, to the
underwritten public offering of 827,970 common shares of the
Company (the “Common Shares”) and an aggregate of
16,563,335 pre-funded warrants (the “Pre-Funded
Warrants”) exercisable into an aggregate of 16,563,335 Common
Shares (the “Warrant Shares”) together with Common
Share purchase warrants to purchase up to an aggregate of
17,391,305 Common Shares (the “Firm Warrants”). The
Company also granted the underwriter an option to purchase up to
2,608,695 additional Common Shares at a purchase price of US$0.74
per share and/or additional warrants to purchase up to 2,608,695
additional Common Shares at a purchase price of US$0.01 each, less
the underwriting discount, to cover over-allotments (if
any).
This
Prospectus Supplement includes information from our Report on Form
6-K, which was filed with the Securities and Exchange Commission on
October 12, 2018.
This
Prospectus Supplement should be read in conjunction with the
Prospectus that was previously filed, 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 IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
_______________
The
date of this Prospectus Supplement is October 15, 2018
On October 12,
2018, Intellipharmaceutics International Inc. (the
“Company”) entered into an Underwriting Agreement (the
“Underwriting Agreement”) with H.C. Wainwright &
Co., LLC (the “Underwriter”), pursuant to which the
Company agreed to issue and sell, in an underwritten public
offering of the Company (the “Offering”) 827,970 common
shares of the Company (the “Common Shares”) and an
aggregate of 16,563,335 pre-funded warrants (the “Pre-Funded
Warrants”) exercisable into an aggregate of 16,563,335 Common
Shares (the “Warrant Shares”) together with Common
Share purchase warrants to purchase up to an aggregate of
17,391,305 Common Shares (the “Firm Warrants”). The
Company has also granted the Underwriter an option to purchase up
to
2,608,695 additional Common Shares at a purchase
price of US$0.74 per share and/or additional warrants to purchase
up to 2,608,695 additional Common Shares at a purchase price of
US$0.01 each, less the underwriting discount, to cover
over-allotments (if any).
The
Common Shares are being offered and sold to purchasers in Units,
each of which includes one Common Share and one Firm Warrant, and
the Pre-Funded Warrants are being offered and sold to purchasers in
Pre-Funded Units, each of which includes one Pre-Funded Warrant and
one Firm Warrant. The offering price is US$0.75 per Unit and
US$0.74 per Pre-Funded Unit. Each Firm Warrant will be exercisable
for one Common Share immediately upon the closing of the offering
at a price of US$0.75 per Common Share, subject to adjustment in
certain circumstances, and will expire five years from the date of
issuance. Each Pre-Funded Warrant will be immediately exercisable
for one Common Share at an exercise price of US$0.01 per Pre-Funded
Warrant and may be exercised at any time after closing until all of
the Pre-Funded Warrants are exercised in full.
The
Pre-Funded Units are being offered and sold to purchasers whose
purchase of Units in the Offering would otherwise result in the
purchaser, together with its affiliates and certain related
parties, beneficially owning more than 4.99% (or, at the election
of such purchaser, 9.99%) of the Company’s outstanding Common
Shares immediately following the consummation of the
Offering.
The
Underwriting Agreement contains customary representations and
warranties, agreements and obligations, and termination provisions.
The Underwriting Agreement provides for indemnification by the
Underwriter of the Company, its directors and certain of its
executive officers, and by the Company, of the Underwriter, for
certain liabilities, including liabilities arising under the
Securities Act of 1933, as amended, and affords certain rights of
contribution with respect thereto.
Pursuant to the
Underwriting Agreement, the Company, upon closing of the Offering,
will issue to the Underwriter warrants to purchase up to 1,043,479
Common Shares (the “Underwriter Warrants”),
representing 6.0% of the aggregate gross proceeds raised in the
Offering, divided by the offering price. The Underwriter Warrants
will be immediately exercisable at a price of $0.9375 per Common
Share, subject to adjustment in certain circumstances, may be
exercised on a cashless basis under certain circumstances, and will
expire five years from the effective date of the
Offering.
The net
proceeds to the Company from the Offering are expected to be
approximately $11.1 million, after deducting underwriting discounts
and commissions and payment of other estimated expenses associated
with the Offering that are payable by the Company. The Company
currently intends to use the net proceeds of this Offering for
general corporate purposes, which may include working capital,
capital expenditures, research and development, accounts payable
and other commercial expenditures.
A
registration statement on Form F-1 relating to the Offering (File
No. 333-227448) was declared effective by the Securities and
Exchange Commission on October 11, 2018, and an additional
registration statement on Form F-1 filed pursuant to Rule 462(b)
(File No. 333-227794) became automatically effective on October 12,
2018. The Offering is being made only by means of a prospectus
forming a part of the effective registration statements. The
closing of the Offering is expected to take place on or about
October 16, 2018, subject to the satisfaction of customary closing
conditions.
The
forms of Underwriting Agreement, Warrant, Pre-Funded Warrant and
Underwriter Warrant were filed as Exhibits 99.1, 99.2, 99.3 and
99.4, respectively, to the Report on Form 6-K, which was filed with
the SEC on October 12, 2018. The foregoing summaries of the terms
of these documents do not purport to be complete and are qualified
in their entirety by reference to Exhibits 99.1, 99.2, 99.3 and
99.4 hereto.
On
October 12, 2018, the Company issued a press release announcing the
pricing of the Offering. A copy of the press release is filed as
Exhibit 99.5 to the Report on Form 6-K, which was filed with the
SEC on October 12, 2018.