Item 1.01 Entry Into a Material Definitive Agreement.

On April 9, 2021, the Company announced its intention to amend the terms of its 6% Subordinated Convertible Unsecured Promissory Notes dated May 8, 2018 (the "Notes"), subject to approval of the TSX Venture Exchange and holders holding a majority of the aggregate outstanding principal amount of the Notes.

On May 19, 2021, following receipt of such approval, the Company executed an amendment (the "Amendment") to the Notes effective June 1, 2021 to (i) extend the maturity date of the Notes to October 31, 2024, (ii) increase the interest rate of the Notes from 6% to 8%, (iii) change the conversion ratio for conversions at the option of the holders of the Notes from 6,250 fully paid and non-assessable shares of common stock for each U.S.$5,000 aggregate principal amount of the Notes then outstanding to 11,363 fully paid and non-assessable shares of common stock for each U.S.$5,000 aggregate principal amount of the Notes then outstanding, effectively representing a reduction of the conversion price from U.S.$0.80 to U.S.$0.44, and (iv) reduce the trigger price for a conversion at the option of IntelGenx from U.S.$1.40 or greater for 20 consecutive trading days to U.S.$0.88 or greater for 20 consecutive trading days.

The Company previously reported the principal terms of the Notes on its Current Report on Form 8-K dated May 8, 2018, which description is incorporated by reference herein, except to the extent modified by the terms of the Amendment. All of the other original terms of the Notes remain in full force and effect.

The description of the Amendment is only a summary of the material terms of the Amendment, does not purport to be complete description of the Amendment, and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03 in its entirety.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02 in its entirety.

Item 9.01. Financial Statements and Exhibits.



Exhibit  Description

  10.1     Amendment No. 1 to 6% Subordinated Convertible Unsecured Promissory Note

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