Purchaser Rights Agreement
On March 14, 2021, the Issuer also entered into a purchaser rights agreement (the Purchaser Rights Agreement) with ATAI
AG. Under the Purchaser Rights Agreement, ATAI AG has (i) the right to appoint nominees in the same proportion to the number of board members of the Issuer as the shares of Common Stock then held by ATAI AG in relation to the issued and
outstanding shares of Common Stock at such time, (ii) registration rights and (iii) financial and other information rights. The Issuer has the right to terminate the Purchaser Rights Agreement if ATAI AG ceases to own a certain amount of
the Issuers equity.
Loan Agreement
On March 9, 2021, ATAI AG funded a secured loan in the amount of US$2,000,000 bearing interest at 8% pursuant to a loan agreement (the
Loan Agreement) entered into between IntelGenx and ATAI AG. The loan provides for the possibility of an additional advance to IntelGenx of up to $500,000, subject to certain conditions, which amount was drawn down by IntelGenx in
full on May 7, 2021. The loan is guaranteed by the Issuer in a guarantee entered into by the Issuer concurrently with the Loan Agreement and is secured by all of the present and future fixed assets of IntelGenx, excluding any intellectual
property or technology controlled or owned by IntelGenx.
On May 14, 2021, IntelGenx and ATAI AG entered into a first amendment to
the Loan Agreement providing that the loan is repayable on the business day after the closing of the first subscription for Additional Units under the Securities Purchase Agreement if the additional subscription proceeds at such closing amount to at
least US$3,000,000 in the aggregate and such proceeds are paid in cash.
Additional Plans or Proposals
The Reporting Persons intend to review continuously their investment in the Issuer and the Issuers business affairs, financial position,
capital needs and general industry and economic conditions and, as part of the Reporting Persons continuing evaluation of, and preservation of the value of its investment in the Issuer, the Reporting Persons may from time to time
(i) engage in discussions with certain persons, including, without limitation, members of the board of directors, management or representatives of the Issuer, other stockholders of the Issuer and other relevant parties, concerning matters with
respect to the Reporting Persons investment, including, without limitation, the business, operations, governance, management, strategy and future plans of the Issuer and (ii) write letters to, and respond to inquiries from, various
parties, including, without limitation, members of the board of directors, management or representatives of the Issuer, other stockholders of the Issuer and other relevant parties regarding the Issuers affairs. Based on such review as well as
general economic, market and industry conditions and prospects existing at the time, the Reporting Persons may, from time to time (subject to any then-existing legal or contractual limitations), determine to increase their ownership (including
through the exercise of warrants to acquire shares of the Common Stock, through open market purchases, in privately negotiated transactions, through a tender or exchange offer or a merger, reorganization or comparable transaction or otherwise),
approve an extraordinary corporate transaction with regard to the Issuer or engage in any of the events set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. Alternatively, subject to market conditions, any legal or contractual limitations
and other considerations, the Reporting Persons may sell all or a portion of the securities owned by the Reporting Persons in the open market, in privately negotiated transactions, through a public offering or otherwise.
Except as set forth herein, or as would occur upon completion of any of the matters discussed herein, the Reporting Persons have no present
plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D, although the Reporting Persons reserve the right to develop such plans or proposals.
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The foregoing are summaries
of certain material terms and conditions of the Strategic Development Agreement, Securities Purchase Agreement, Purchaser Rights Agreement and the Loan Agreement and are not a complete discussion of such agreements. Accordingly, the foregoing is
qualified in its entirety by reference to the full text of the Strategic Development Agreement, Securities Purchase Agreement, Purchaser Rights Agreement and the Loan Agreement, which are incorporated by reference as exhibits to this Schedule 13D.