Filed pursuant to Rule 424(b)(3)
Registration No. 333-227448
and Registration No. 333-227794
PROSPECTUS SUPPLEMENT NO. 11
(To
Prospectus dated October 12, 2018)
INTELLIPHARMACEUTICS INTERNATIONAL INC.
Common Shares
This
Prospectus Supplement No. 11 (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
December 5, 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 December 5, 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 December 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/ Dr. Amina Odidi
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Date: December 4,
2018
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Dr. Amina
Odidi
President, Chief Operating Officer and
Co-Chief Scientist
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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
December 4, 2018 -
Nasdaq
Schedules Hearing to Consider Intellipharmaceutics’ Continued
Listing
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EXHIBIT
99.1
Nasdaq Schedules Hearing to Consider
Intellipharmaceutics’ Continued Listing
Toronto, Ontario, December 4, 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 written notification (the
“Notification”) from The Nasdaq Stock Market LLC
(“Nasdaq”) notifying the Company that a
hearing with a Nasdaq Hearings Panel (the “Panel”) has
been scheduled for January 10, 2019.
As
previously reported, the minimum bid price per share for the
Company’s common shares was below $1.00 for a period of 30
consecutive business days and, as a result, the Company is
currently not in compliance with the minimum bid price requirement
set forth in Nasdaq Listing Rule 5550(a)(2). Due to the fact that
the Company was already subject to monitoring by a Panel, it was
not afforded the automatic 180-day grace period within which to
regain compliance. The Notification indicated that all suspension
and delisting action relating to the Company’s common shares
has been stayed, pending a final written decision by the Panel
following the hearing. The Company intends to attend the hearing
and present a plan of compliance at the hearing. The Company must
demonstrate its ability to regain compliance with the deficiencies
cited by Staff, as well as its ability to sustain long-term
compliance with all applicable maintenance criteria.
The
Company expects that its shares will continue to be listed and
traded on Nasdaq pending the hearing and the expiration of any
extension granted by the Panel following the hearing. Pursuant to
the Nasdaq Listing Rules, the Panel has the discretion to grant the
Company an extension through May 28, 2019. However, there can be no
assurance that the Company’s presentation to the Panel will
be successful, that the Panel will grant any extension or that the
Company will be able to regain compliance with all applicable
requirements for continued listing on Nasdaq
The
Company’s common shares
are also listed on the Toronto Stock Exchange (the “TSX”) and the Company’s non-compliance with the Nasdaq
listing requirements does not affect the Company’s compliance status with the
TSX.
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, our ability to comply
with the Nasdaq and TSX continued listing
standards and
our ability to develop and implement a plan of compliance with the
Nasdaq continued listing standards acceptable to the Nasdaq Panel.
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.
Dr. Isa
Odidi
Chief
Executive Officer
416.798.3001
ext. 102
investors@intellipharmaceutics.com
Investor
Contact:
ProActive
Capital
Kirin
Smith
646.863.6519
ksmith@pcgadvisors.com