Filed pursuant to Rule 424(b)(3)
Registration No. 333-227448
and Registration No. 333-227794
PROSPECTUS SUPPLEMENT NO. 10
(To
Prospectus dated October 12, 2018)
INTELLIPHARMACEUTICS INTERNATIONAL INC.
Common Shares
This
Prospectus Supplement No. 10 (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
November 27, 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 November 28,
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 November 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/ Andrew Patient
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Date: November 27,
2018
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Andrew
Patient
Chief Financial Officer
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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
November 27, 2018 - Intellipharmaceutics
Announces FDA Final Approval of Generic Effexor®
XR
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EXHIBIT
99.1
Intellipharmaceutics Announces FDA
Final Approval of Generic Effexor® XR
Toronto, Ontario, November 27, 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 final approval
from the U.S. Food and Drug Administration (“FDA”) for
the Company’s abbreviated new drug application
(“ANDA”) for venlafaxine hydrochloride extended-release
capsules in the 37.5, 75, and 150 mg strengths. The approved
product is a generic equivalent of the branded product
Effexor® XR sold in the U.S. by Wyeth Pharmaceuticals,
LLC.
Dr. Isa
Odidi, CEO of Intellipharmaceutics, stated, “We believe that
the approval of our application for a generic version of
Effexor® XR is a validation of the scope of our drug delivery
technologies and formulation capabilities, and that it also
demonstrates our regulatory capabilities and commitment to
obtaining regulatory approvals for our pipeline of product
candidates still awaiting FDA approval. We are actively exploring
the best approach to maximize our commercial returns from this new
approval.”
Effexor®
XR, and the drug active venlafaxine hydrochloride, are indicated
for the treatment of major depressive disorder
(“MDD”).
According
to Symphony Health Solutions Corporation, sales in the United
States for the 12 months ended October, 2018 of the 37.5, 75 and
150 mg strengths of Effexor® XR and all generic equivalents,
were approximately $470 million (in TRx MBS Dollars, which
represents projected new and refilled prescriptions representing a
standardized dollar metric based on manufacturer's published
catalog or list prices to wholesalers and does not represent actual
transaction prices and does not include prompt pay or other
discounts, rebates or reductions in price).
The Company is aware that other generic versions of this product
are currently available in the market. There can be no assurance
that the Company's venlafaxine hydrochloride extended-release
capsules for the 37.5 mg, 75 mg, and 150 mg will be successfully
commercialized and produce significant revenue for us.
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 FDA approval) in various
stages of development. The Company has 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 and our ability to
comply with the Nasdaq and TSX continued listing standards. 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.
The information attributed to Symphony Health Solutions Corporation
herein is provided as is, and Symphony makes no representation
and/or warranty of any kind, including but not limited to, the
accuracy and/or completeness of such information.
CONTACT INFORMATION
Company
Contact:
Intellipharmaceutics
International Inc.
Andrew
Patient
Chief
Financial Officer
416.798.3001
ext. 106
investors@intellipharmaceutics.com
Investor
Contact:
ProActive
Capital
Kirin
Smith
646.863.6519
ksmith@pcgadvisors.com