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): ~~March~~May 117, 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

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 15.0107 ~~Entry~~Submission ~~Into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

IntelGenx Technologies Corp. (the "~~Corporation~~Company" or "IntelGenx") ~~entered~~held ~~into~~its Annual Meeting of Shareholders on May 7, 2024 (the "Annual Meeting"), in a ~~Third~~virtual-only ~~Amended~~format, ~~and~~for ~~Restated~~those ~~Loan~~who ~~Agreement~~were ~~dated~~shareholders of the Company at the close of business on March 11, 2024 (the "~~Loan~~Record ~~Agreement~~Date"), ~~with~~pursuant ~~its~~to ~~wholly-owned~~notice ~~subsidiary,~~and ~~IntelGenx~~proxy ~~Corp~~materials duly communicated to them. As of the Record Date, ~~and~~there ~~ATAI~~were ~~Life~~174,658,096 ~~Sciences~~shares AGoutstanding of the Company's common stock at $0.00001 par value (the "~~atai~~IntelGenx Common Stock"),. At ~~which~~the ~~amends~~2024 ~~and~~Annual ~~restates~~Meeting, shareholders as of the ~~Second~~Record ~~Amended~~Date ~~and~~holding ~~Restated~~109,675,659 ~~Loan~~shares ~~Agreement~~(62.79%) ~~effective~~of ~~September~~the ~~30,~~IntelGenx ~~2023~~Common ~~amongst~~Stock were present at the ~~same~~virtual ~~parties~~meeting asor ~~disclosed~~per byproxy. Each ~~the~~such ~~Corporation~~shareholder inwas ~~its~~entitled ~~August~~to ~~31,~~one ~~2023~~vote ~~Current~~for ~~Report~~each share of the IntelGenx Common Stock held on ~~Form~~the ~~8-K~~Record Day.

~~Pursuant~~At to the ~~Loan~~2024 ~~Agreement,~~Annual ~~amongst other things~~Meeting, ~~atai has agreed to make (i) one (1) additional term loan in~~ the ~~amount~~following ofmatters ~~US$1,000,000~~were tosubmitted ~~IntelGenx Corp., which loan is~~ to bevotes ~~disbursed within three (3) business days~~ of the ~~execution~~Company's of the Loan Agreement (the "First Tranche Loan"), and (ii) one (1) additional term loan in the amount of US$1,000,000 to IntelGenx Corp., which loan is to be disbursed upon the achievement of a pre-defined milestone (the "Second Tranche Loan" and collectively with the Second Tranche Loan, the "Additional Term Loans"). The Additional Term Loans will mature on February 1, 2026.Shareholders:

~~Subject to obtaining approval from the Toronto Stock Exchange~~ (~~the "TSX"), the Loan Agreement provides for the ability for atai to convert (the "Conversion Feature"), from time to time, (~~i) the ~~principal~~election ~~outstanding under the First Tranche Loan into shares~~ of ~~common~~eight ~~stock of the Corporation~~directors, $0.00001 par value (the "Shares"), at a conversion price of US$0.185 per Share (the "Conversion Price"), and (ii) the principal outstanding under the Second Tranche Loan into Shares at a conversion price equal to the greater of (a) the Conversion Price and (b) the 5-day volume-weighted average price (the "5-day VWAP") of the Shares on the 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.

~~Additionally, and subject to approval of~~ (ii) the ~~TSX,~~ratification ~~the Corporation may elect, with the consent~~ of ~~atai,~~Richter toLLP ~~pay~~as ~~any accrued but unpaid interest on~~ the ~~Additional~~Company's ~~Term~~independent ~~Loans~~auditors infor ~~Shares at a price per Share equal to~~ the ~~5-day~~fiscal ~~VWAP~~year ~~of the Shares~~ ending onDecember ~~the day that is the second business day before the day the interest becomes due and payable~~31, ~~less the maximum permissible discount under the applicable TSX rules.~~2024,

~~Concurrently with entering into the Loan Agreement, the Corporation has issued 4,000,000 warrants~~ (iii) the ~~"Warrants")~~advisory tovote ~~atai.~~on ~~The~~executive ~~Warrants entitle atai to purchase Shares at a price of US$0.17 per Share~~compensation, ~~for a period of 36 months following their issuance.~~

~~The~~(iv) Passing ~~foregoing is a summary~~ of ~~certain~~resolution ~~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~~approve ~~full~~all ~~text~~unallocated ~~of the form of Loan Agreement and Warrant , attached to this Current Report on Form 8-K as Exhibit 4.1, and Exhibit 10.1, respectively, and incorporated herein by reference.~~PRSUs

~~[Item~~(i) ~~2.03~~The ~~Creation~~following ofvotes awere ~~Direct~~received ~~Financial~~at ~~Obligation~~the or2024 anAnnual ~~Obligation~~Meeting ~~under~~from anthe ~~Off-Balance~~shareholders ~~Sheet~~for ~~Arrangement~~the election of aeight ~~Registrant.~~directors to serve until the 2025 Annual Meeting of Shareholders or until their respective successors are elected or appointed:

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.]

Name of Nominee	For	Against	Abstain	Broker Non-Votes
Horst G. Zerbe, Ph.D.	75,711,268	1,982,893	388,5160	31,592,982
Bernd J. Melchers	75,750,832	1,437,429	894.416	31,592,982
Clemens Mayr	76,121,283	1,469,578	491,816	31,592,982
Mark Nawacki	76,244,152	1,359,609	478,916	31,592,982
Monika Trzcinska, Ph.D.	76,447,263	1,157,118	478,296	31,592,982
Sahil Kirpekar, Ph.D.	76,298,523	1,255,347	528.807	31,592,982
Ryan Barrett	76,142,953	1,378,427	561,307	31,592,982
Dwight Gorham	72,922,577	1,611,018	549,082	31,592,982

~~Item~~(ii) ~~3.02~~The ~~Unregistered~~following ~~Sales~~votes were received at the 2024 Annual Meeting from the shareholders to ratify the appointment of ~~Equity~~Richter ~~Securities.~~LLP as the Company's registered independent auditors for the fiscal year ending December 31, 2024, and such appointment was approved:

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.

For		Against		Abstain		Broker Non-Votes
106,971,831		1,758,679		945,149		0

~~Exhibit~~(iii) ~~9.01.~~The ~~Financial~~following ~~Statements~~votes were received at the 2024 Annual Meeting from the shareholders to approve (on an advisory basis) the compensation of the named executive officers, as disclosed in the Proxy Statement ("say on pay"), and ~~Exhibits.~~such compensation was approved:

Exhibit	Description
For		Against	Abstain	BrokerNon-Votes
4.1	Form of Common Stock Purchase Warrant
72,581,462		3,849,760	1,651,455	31,592,982
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~~(iv) The following votes were received at the 2024 Annual Meeting from the shareholders to pass a resolution to approve all unallocated restricted share units and performance share units under the Company's Performance and Restricted Share Unit Plan.

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

For		Against		Abstain		Broker Non-Votes
73,347,440		3,546,786		1.188,451		31,592,982

	INTELGENX TECHNOLOGIES CORP.
Date: March 25, 2024
	By:	/s/ Andre Godin
		President and CFO

No other matters were submitted to or voted on by the shareholders.

Further information concerning the matters voted upon at the 2024 Annual Meeting, as well as the required approval threshold and the effect of broker non-votes, withheld votes and absentations on each vote, is contained in the Company's proxy statement, dated March 21, 2024, with respect to the 2024 Annual Meeting (the "Proxy Statement").

INTELGENX TECHNOLOGIES CORP.

Date: May 8, 2024

	By:	/s/ Ingrid Zerbe
		Ingrid Zerbe
		Corporate Secretary

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