UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~ March 2011, 2024 ~~(February 14, 2024)~~

INTELGENX TECHNOLOGIES CORP.
(Exact name of registrant as specified in its charter)

Delaware	000-31187	87-0638336
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

6420 Abrams
St- Laurent, Quebec, Canada H4S 1Y2
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (514) 331-7440

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock, $0.00001 par value	IGXT	OTCQB
	IGX	TSX ~~Venture Exchange~~

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry ~~into~~Into a Material Definitive Agreement.

~~On February 14, 2024,~~ IntelGenx Technologies Corp. (the "~~Company~~Corporation"), entered into a ~~selling~~Third ~~agency~~Amended ~~agreement~~and ~~(the~~Restated ~~"Selling~~Loan ~~Agency~~ Agreement") ~~with~~dated ~~Digital~~March ~~Offering~~11, ~~LLC~~2024 (the "~~Digital~~Loan ~~Offering~~Agreement"), ~~in connection~~ with ~~the~~its ~~Company's~~wholly-owned ~~best~~subsidiary, ~~efforts~~IntelGenx ~~offering~~Corp., ~~(the~~and ~~"Offering")~~ATAI ofLife upSciences toAG 2("atai"),~~000,000~~ ~~shares~~which ofamends ~~series~~and Arestates ~~convertible~~the ~~cumulative~~Second ~~preferred~~Amended ~~stock,~~and ~~par~~Restated ~~value~~Loan ~~$0.00001~~Agreement ~~per~~effective ~~share~~September ~~(the "Series A Preferred Stock")~~30, ~~and~~2023 upamongst tothe ~~40,000,000~~same ~~shares~~parties ofas ~~common~~disclosed ~~stock~~by of the ~~Company~~Corporation ~~into~~in ~~which~~its ~~the~~August ~~Series~~31, A2023 ~~Preferred~~Current ~~Stock~~Report ~~may~~on ~~convert~~Form 8-K.

~~Digital~~Pursuant ~~Offering will act as the lead selling agent for the Offering pursuant~~ to the ~~terms~~Loan ~~of the Selling Agency~~ Agreement, ~~which~~amongst isother ~~included~~things, asatai ~~Exhibit~~has ~~1.1~~agreed to ~~this~~make ~~Current~~(i) ~~Report~~one on(1) ~~Form~~additional ~~8-K~~term ~~and~~loan isin ~~incorporated~~the ~~herein~~amount byof ~~reference.~~US$1,000,000 ~~Under~~to ~~the~~IntelGenx ~~Selling Agency Agreement~~Corp., ~~the~~which ~~Company~~loan ~~has~~is ~~agreed~~ to ~~pay~~be ~~Digital~~disbursed ~~Offering~~within athree ~~commission~~(3) ofbusiness 7%days of the ~~gross~~execution ~~proceeds~~of ~~received in~~ the ~~Offering,~~Loan ~~which~~Agreement ~~shall~~(the be"First ~~allocated~~Tranche byLoan"), ~~Digital~~and ~~Offering~~(ii) toone ~~members~~(1) ofadditional ~~its~~term ~~selling~~loan ~~group and soliciting dealers~~ in ~~Digital~~the ~~Offering's~~amount ~~sole~~of ~~discretion. The Company is also responsible for~~ US$251,000,000 into ~~accountable~~IntelGenx ~~expenses~~Corp., ofwhich ~~Digital~~loan ~~Offering,~~is ~~including~~to ~~for~~be ~~due~~disbursed ~~diligence~~upon ~~costs~~the ~~relating~~achievement toof ~~background~~a ~~checks~~pre-defined ofmilestone (the ~~Company's~~"Second ~~officers~~Tranche Loan" and ~~directors,~~collectively ~~travel~~with ~~expenses~~the ~~associated~~Second ~~with~~Tranche ~~site visits~~Loan, ~~tech~~the ~~fees~~"Additional ~~and~~Term ~~other related fees~~Loans"). The ~~Company~~Additional ~~will~~Term ~~reimburse~~Loans ~~Digital~~will ~~Offering~~mature ~~for~~on ~~its~~February ~~reasonable and documented legal costs up to a maximum of $75~~1,~~000,~~ ~~of which $10,000 has been paid to date~~2026.

~~Pursuant~~Subject to obtaining approval from the ~~Selling~~Toronto ~~Agency~~Stock ~~Agreement~~Exchange (the "TSX"), the ~~Company~~Loan ~~also~~Agreement provides ~~agreed~~for tothe ~~issue~~ability tofor ~~Digital~~atai ~~Offering~~to convert (~~and/or~~the ~~its~~"Conversion ~~designees~~Feature"), ~~warrants~~from time to ~~purchase~~time, (i) the principal outstanding under the First Tranche Loan into shares of common stock of the Corporation, $0.00001 par value (the "Shares"), at a ~~number~~conversion price of ~~Series~~US$0.185 Aper ~~Preferred~~Share ~~Stock~~(the "Conversion Price"), and (ii) the principal outstanding under the Second Tranche Loan into Shares at a conversion price equal to ~~4.50%~~the greater of (a) the ~~total~~Conversion ~~number~~Price and (b) the 5-day volume-weighted average price (the "5-day VWAP") of ~~shares~~the ~~sold~~Shares inon the ~~Offering~~TSX ending on the day preceding the disbursement by atai of the Second Tranche Loan to the Corporation or IntelGenx, less the maximum permissible discount under the applicable TSX rules.

~~Digital~~Additionally, ~~Offering~~and issubject ~~under~~to noapproval ~~obligation~~of the TSX, the Corporation may elect, with the consent of atai, to ~~purchase~~pay any ofaccrued but unpaid interest on the ~~shares~~Additional ofTerm ~~Series~~Loans Ain ~~Preferred~~Shares ~~Stock~~at ora ~~arrange~~price ~~for~~per Share equal to the ~~sale~~5-day VWAP of ~~any~~the ~~specific~~Shares ~~number~~ending oron ~~dollar~~the ~~amount~~day ofthat ~~shares~~is ofthe ~~Series~~second Abusiness ~~Preferred~~day ~~Stock~~before the day the interest becomes due and payable, less the maximum permissible discount under the applicable TSX rules.

~~The~~Concurrently ~~foregoing~~with ~~description~~entering ofinto the ~~terms~~Loan ~~of the Selling Agency~~ Agreement ~~does not purport to be complete and is subject to~~, ~~and~~the ~~qualified~~Corporation inhas ~~its~~issued ~~entirety by reference to~~4, ~~the Selling Agency Agreement~~000,000 ~~which~~warrants is(the ~~included~~"Warrants") ~~as Exhibit 1.1~~ to ~~this Current Report on Form 8-K and is incorporated herein by reference~~atai. The ~~provisions~~Warrants ofentitle ~~the~~atai ~~Selling~~to ~~Agency~~purchase ~~Agreement,~~Shares ~~including~~at ~~the~~a ~~representations~~price ~~and~~of ~~warranties~~US$0.17 ~~contained~~per ~~therein~~Share, ~~are not~~ for ~~the benefit of any party other than the parties to such agreement and are not intended as~~ a ~~document~~period ~~for investors and the public to obtain factual information about the current state~~ of ~~affairs~~36 ofmonths ~~the~~following ~~parties~~their ~~to that document~~issuance. ~~Rather, investors and the public should look to other disclosures contained in the Company’s filings with the Securities and Exchange Commission.~~

The foregoing is a summary of certain material terms and conditions of the Loan Agreement and Warrants, and is not a complete discussion of such agreements. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the form of Loan Agreement and Warrant , attached to this Current Report on Form 8-K as Exhibit 94.~~01.~~1, ~~Financial~~and ~~Statements~~Exhibit 10.1, respectively, and ~~Exhibits~~incorporated herein by reference.

Exhibit	Description
1.1	Selling Agency Agreement, dated February 14, 2024, between IntelGenx Technologies Corp. and Digital Offering, LLC
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

~~SIGNATURES~~The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.]

~~Pursuant~~Item to3.02 ~~the~~Unregistered ~~requirements~~Sales of ~~the~~Equity Securities ~~Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~.

	INTELGENX TECHNOLOGIES CORP.
Date: February 20, 2024
	By:	/s/ Andre Godin
		Andre Godin
		President and CFO

The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02 in its entirety. The Shares and the Warrants, including the Shares underlying the Warrants, were or will be offered and were or will be sold to atai without registration under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws. The Corporation relied on the exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof. This Current Report on Form 8-K is not an offer to sell or the solicitation of an offer to buy any securities of the Corporation.

Exhibit 9.01. Financial Statements and Exhibits.

Exhibit	Description

4.1	Form of Common Stock Purchase Warrant
10.1	Third Amended and Restated Loan Agreement by and among IntelGenx Technologies Corp., IntelGenx Corp. and ATAI Life Sciences AG, dated March 11, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized

	INTELGENX TECHNOLOGIES CORP.
Date: March 25, 2024

	By:	/s/ Andre Godin
		President and CFO

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