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IntelGenx Technologies Corp. - Quarter Report: 2018 June (Form 10-Q)

IntelGenx Technologies Corp.: Form 10-Q - Filed by newsfilecorp.com

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

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2018

or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________to________

Commission File Number 000-31187

INTELGENX TECHNOLOGIES CORP.
(Exact name of small business issuer as specified in its charter)

Delaware 87-0638336
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)  

6420 Abrams, Ville Saint Laurent, Quebec H4S 1Y2, Canada
(Address of principal executive offices)

(514) 331-7440
(Issuer's telephone number)
(Former Name, former Address, if changed since last report)

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes      [X]           No      [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes       [ ]            No       [ ]

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. [ ]

APPLICABLE TO CORPORATE ISSUERS:

70,989,337 shares of the issuer’s common stock, par value $.00001 per share, were issued and outstanding as of August 5, 2018.

1


IntelGenx Technologies Corp.
Form 10-Q

TABLE OF CONTENTS

  PART I. FINANCIAL INFORMATION  
     
Item 1. Financial Statements 3
     
  Consolidated Balance Sheet 4
     
  Statement of Shareholders’ Equity 5
     
  Statement of Operations and Comprehensive Loss 6
     
  Statement of Cash Flows 7
     
  Notes to Financial Statements 8
     
Item 2. Management's Discussion and Analysis and Results of Operations 19
     
Item 3. Controls and Procedures 34
     
  PART II. OTHER INFORMATION  
     
Item 1. Legal Proceedings 35
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 35
     
Item 3. Defaults upon Senior Securities 35
     
Item 4. Reserved 35
     
Item 5. Other Information 35
     
Item 6. Exhibits 35
     
  Signatures 36

2


IntelGenx Technologies Corp.

Consolidated Interim Financial Statements
June 30, 2018
(Expressed in U.S. Funds)
(Unaudited)


 

Contents  
   
Consolidated Balance Sheet 4
   
Consolidated Statement of Shareholders' Equity 5
   
Consolidated Statement of Comprehensive Loss 6
   
Consolidated Statement of Cash Flows 7
   
Notes to Consolidated Financial Statements 8 - 21

3


IntelGenx Technologies Corp.

Consolidated Balance Sheet
(Expressed in Thousands of U.S. Dollars ($000’s) Except Share and Per Share Data)
(Unaudited)

 

  June 30,     December 31,  

 

  2018     2017  

Assets

           

Current

           

           Cash

$  2,321   $  1,591  

           Short-term investments

  1,362     3,313  

           Accounts receivable

  485     623  

           Prepaid expenses

  590     203  

           Investment tax credits receivable

  451     314  

Total current assets

  5,209     6,044  

Leasehold improvements and equipment, net (note 5)

  6,149     6,346  

Security deposits

  733     757  

Total assets

$  12,091   $  13,147  

Liabilities

           

Current

           

           Accounts payable and accrued liabilities

  2,000     1,305  

           Current portion of long-term debt (note 7)

  736     772  

Total current liabilities

  2,736     2,077  

Deferred lease obligations

  50     50  

Long-term debt (note 7)

  1,539     1,992  

Convertible debentures (note 8)

  5,094     5,199  

Convertible notes (note 9)

  997     -  

Total liabilities

  10,416     9,318  

 

           

Subsequent event (note 15)

           

Shareholders' equity

           

Capital Stock, common shares, $0.00001 par value; 200,000,000 shares authorized; 70,547,267 shares issued and outstanding (2017: 67,031,467 common shares) (note 10)

  1     1  

Additional paid-in capital (note 11)

  27,872     25,253  

Accumulated deficit

  (25,453 )   (20,788 )

Accumulated other comprehensive loss

  (745 )   (637 )

Total Shareholders’ Equity

  1,675     3,829  

 

$  12,091   $  13,147  

See accompanying notes

Approved on Behalf of the Board:  
/s/ Bernd J. Melchers Director
/s/ Horst G. Zerbe Director

4


IntelGenx Technologies Corp.

Consolidated Statement of Shareholders' Equity
For the Period Ended June 30, 2018
(Expressed in Thousands of U.S. Dollars ($000’s) Except Share and Per Share Data)
(Unaudited)

 

                          Accumulated        

 

              Additional           Other     Total  

 

  Capital Stock     Paid-In     Accumulated     Comprehensive     Shareholders'  

 

  Number     Amount     Capital     Deficit     Loss     Equity  

 

                                   

Balance - December 31, 2017

  67,031,467   $  1   $  25,253   $  (20,788 ) $  (637 ) $  3,829  

 

                                   

Other comprehensive loss

  -     -     -     -     (108 )   (108 )

 

                                   

Common stock issued, net of transaction costs of $167 (note 9)

  2,540,800     -     1,460     -     -     1,460  

 

                                   

Warrants issued, net of transaction costs of $50 (note 9)

  -     -     437     -     -     437  

 

                                   

Agents’ warrants issued (note 9)

  -     -     50     -     -     50  

 

                                   

Warrants exercised (note 11)

  950,000     -     536     -     -     536  

 

                                   

Options exercised (note 11)

  25,000     -     13     -     -     13  

 

                                   

Stock-based compensation (note 11)

  -     -     123     -     -     123  

 

                                   

Net loss for the period

  -     -     -     (4,665 )   -     (4,665 )

 

                                   

Balance – June 30, 2018

  70,547,267   $  1   $  27,872   $  (25,453 ) $  (745 ) $  1,675  

See accompanying notes

5


IntelGenx Technologies Corp.

Consolidated Statement of Comprehensive Loss
(Expressed in Thousands of U.S. Dollars ($000’s) Except Share and Per Share Data)
(Unaudited)

 

  For the Three-Month Period     For the Six-Month Period  

 

  Ended June 30,     Ended June 30,  

 

  2018     2017     2018     2017  

 

                       

Revenues

                       

 

                       

           License and other revenue (note 12)

$  234   $  1,126   $  473   $  2,479  

 

                       

Total revenues

  234     1,126     473     2,479  

 

                       

Expenses

                       

 

                       

           Cost of royalty and license revenue

  -     89     -     181  

           Research and development expense

  857     654     1,654     1,298  

           Selling, general and administrative expense

  1,322     826     2,602     1,730  

           Depreciation of tangible assets

  179     170     362     340  

 

                       

Total expenses

  2,358     1,739     4,618     3,549  

 

                       

Operating loss

  (2,124 )   (613 )   (4,145 )   (1,070 )

 

                       

Interest income

  -     1     -     3  

 

                       

Net financing and interest expense

  (277 )   (54 )   (520 )   (111 )

 

                       

 

                       

Net loss

  (2,401 )   (666 )   (4,665 )   (1,178 )

 

                       

Other comprehensive (loss) income

                       

 

                       

             Foreign currency translation adjustment

  (35 )   116     (107 )   160  

 

                       

             Change in fair value

  4     -     (1 )   -  

 

                       

Comprehensive loss

$  (2,432 ) $  (550 ) $  (4,773 ) $  (1,018 )

 

                       

Basic and diluted weighted average number of shares outstanding

  68,877,428     65,493,394     68,346,126     65,399,853  

 

                       

Basic and diluted loss per common share (note 14)

$  (0.04 ) $  (0.01 ) $  (0.07 ) $  (0.02 )

See accompanying notes

6


IntelGenx Technologies Corp.

Consolidated Statement of Cash Flows
(Expressed in thousands of U.S. Dollars ($000’s) Except Share and Per Share Data)
(Unaudited)

 

  For the Three-Month Period     For the Six-Month Period  

 

  Ended June 30,     Ended June 30,  

 

  2018     2017     2018     2017  

 

                       

Funds (used) provided -

                       

 

                       

       Operating activities

                       

 

                       

               Net loss

$  (2,401 ) $  (666 ) $  (4,665 ) $  (1,178 )

               Depreciation

  179     170     362     340  

               Stock-based compensation

  73     53     123     223  

               Accretion expense

  94     -     167     -  

               DSU expense

  232     -     232     -  

               Interest payable by issuance of common shares

  238     -     238     -  

 

  (1,585 )   (443 )   (3,543 )   (615 )

               Changes in non-cash items related to operations:

                       

                       Accounts receivable

  170     61     138     677  

                       Prepaid expenses

  (215 )   24     (387 )   162  

                       Investment tax credits receivable

  (68 )   (35 )   (137 )   33  

                       Security deposits

  (11 )   (18 )   (11 )   (24 )

                       Accounts payable and accrued liabilities

  199     (161 )   239     (445 )

                       Deferred revenue

  -     (870 )   -     (1,754 )

                       Deferred lease obligations

  -     2     -     3  

               Net change in non-cash items related to operations

  75     (997 )   (158 )   (1,348 )

 

                       

       Net cash used in operating activities

  (1,510 )   (1,440 )   (3,701 )   (1,963 )

 

                       

       Financing activities

                       

               Repayment of term loans

  (185 )   (251 )   (372 )   (354 )

               Proceeds from exercise of warrants and stock 
               options

  154     679     549     1,016  

               Net proceeds from private placement

  3,004     -     3,004     -  

               Transaction costs of private placement

  (82 )   -     (82 )   -  

       Net cash provided by financing activities

  2,891     428     3,099     662  

 

                       

       Investing activities

                       

               Additions to leasehold improvements and equipment

  (16 )   (233 )   (454 )   (455 )

               Redemption of short-term investments

  393     2,025     1,908     2,325  

       Net cash provided by (used in) investing activities

  377     1,792     1,454     1,870  

 

                       

Increase in cash

  1,758     780     852     569  

 

                       

Effect of foreign exchange on cash

  (55 )   95     (122 )   (6 )

 

                       

Cash

                       

 

                       

       Beginning of period

  618     300     1,591     612  

 

                       

       End of period

$  2,321   $  1,175   $  2,321   $  1,175  

See accompanying notes

7


IntelGenx Technologies Corp.

Notes to Consolidated Interim Financial Statements
June 30, 2018
(Expressed in U.S. Funds)
(Unaudited)

1. Basis of Presentation
   

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal and recurring nature.

   

These financial statements should be read in conjunction with the audited consolidated financial statements at December 31, 2017. Operating results for the six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses are recognized when incurred.

   

The consolidated financial statements include the accounts of the Company and its subsidiary companies. On consolidation, all inter-entity transactions and balances have been eliminated.

   
 

The financial statements are expressed in U.S. funds.

   

Management has performed an evaluation of the Company’s activities through the date and time these financial statements were issued and concluded that there are no additional significant events requiring recognition or disclosure.

   
2.

Going Concern

   

The Company has financed its operations to date primarily through public offerings of its common stock, bank loans, royalty, up-front and milestone payments, license fees, proceeds from exercise of warrants and options, research and development revenues and the sale of U.S. royalty on future sales of Forfivo XL®. The Company has devoted substantially all of its resources to its drug development efforts, conducting clinical trials to further advance the product pipeline, the expansion of its facilities, protecting its intellectual property and general and administrative functions relating to these operations. The future success of the Company is dependent on its ability to develop its product pipeline and ultimately upon its ability to attain profitable operations. As of June 30, 2018, the Company had cash and short-term investments totaling approximately $3,683. The Company does not have sufficient existing cash and short-term investments to support operations for the next year following the issuance of these financial statements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans to alleviate these conditions include pursuing one or more of the following steps to raise additional funding, none of which can be guaranteed or are entirely within the Company’s control:

8


IntelGenx Technologies Corp.

Notes to Consolidated Interim Financial Statements
June 30, 2018
(Expressed in U.S. Funds)
(Unaudited)

2.

Going Concern (Cont'd)


  Raise funding through the possible sale of the Company’s common stock, including public or private equity financings.
     
  Raise funding through debt financing.
     
  Continue to seek partners to advance product pipeline.
     
  Initiate oral film manufacturing activities.
     
  Initiate contract oral film manufacturing activities.

  As of June 30, 2018, there are also 3,120,902 warrants outstanding at an exercise price of $0.5646 which expire on December 31, 2018.
   

If the Company is unable to raise capital when needed or on attractive terms, or if it is unable to procure partnership arrangements to advance its programs, the Company would be forced to delay, reduce or eliminate its research and development programs.

   

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The accompanying financial statements do not include any adjustments or classifications that may result from the possible inability of the Company to continue as a going concern. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due.

   
3.

Adoption of New Accounting Standards

   

The Company adopted Topic 606 Revenue from Contracts with Customers with a date of the initial application of January 1, 2018. As a result, the Company has changed its accounting policy for revenue recognition as detailed below.

   

This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. Under Topic 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those good or services. To determine revenue recognition for arrangements subject to the scope of Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assesses the goods or services promised within each contract and identifies performance obligations that are distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to each performance obligation when (or as) the performance obligation is satisfied.

9


IntelGenx Technologies Corp.

Notes to Consolidated Interim Financial Statements
June 30, 2018
(Expressed in U.S. Funds)
(Unaudited)

3.

Adoption of New Accounting Standards (Cont’d)

   

ASC 606 uses the terms “contract asset” and “contract liability” to describe what might more commonly be known as “accrued revenue” and “deferred revenue”. The Company has adopted the terminology used in ASC 606 to describe such balances.

   

The Company’s accounting policies for its revenue streams are disclosed in Note 4 below. Apart from providing more extensive disclosures on the Company’s revenue transactions, the application of ASC 606 has not had a significant impact on the financial position and/or financial performance of the Company.

   

The FASB issued ASU 2017-09, Stock compensation, which provides guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting under Topic 718. The statement is effective for annual periods beginning after December 15, 2017. The Company has made an accounting policy choice to recognize the effect of awards for which the requisite service is not rendered when the award is forfeited (that is, recognize the effect of forfeitures in compensation cost when they occur). Previously recognized compensation cost for an award shall be reversed in the period that the award is forfeited. The adoption of this statement did not have a material effect on the Company’s financial position or results.

   

The FASB issued ASU 2017-01, Business Combinations, which clarifies the definition of a business and is intended to help companies evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. These amendments are effective for a public business entity for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of this statement did not have a material effect on the Company’s financial position or results.

   

The FASB issued ASU 2016-18, Statement of Cash Flows, which requires that the statement of cash flows explain the change during the period in the total cash, cash equivalents, and amounts generally described as restricted or restricted cash equivalents. The statement is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. The adoption of this statement did not have a material effect on the Company’s financial position or results.

   

The FASB issued ASU 2016-16, Income taxes, and requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. These amendments are effective for a public business entity for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of this statement did not have a material effect on the Company’s financial position or results.

   

The FASB issued ASU 2016-15, Statement of Cash Flows, which clarifies how certain cash receipts and payments are to be presented in the Statement of cash flows. The statement is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. The adoption of this statement did not have a material effect on the Company’s financial position or results.

10


IntelGenx Technologies Corp.

Notes to Consolidated Interim Financial Statements
June 30, 2018
(Expressed in U.S. Funds)
(Unaudited)

3.  Adoption of New Accounting Standards (Cont’d)
   
  The FASB issued ASU 2016-01, Financial Instruments. The targeted amendments to existing guidance include:

  1.

Equity investments that do not result in consolidation and are not accounted for under the equity method would be measured at fair value through net income, unless they qualify for the proposed practicability exception for investments that do not have readily determinable fair values.

     
  2.

Changes in instrument-specific credit risk for financial liabilities that are measured under the fair value option would be recognized in other comprehensive income.

     
  3.

Entities would make the assessment of the realizability of a deferred tax asset (DTA) related to an available- for-sale (AFS) debt security in combination with the entity’s other DTAs. The guidance would eliminate one method that is currently acceptable for assessing the realizability of DTAs related to AFS debt securities. That is, an entity would no longer be able to consider its intent and ability to hold debt securities with unrealized losses until recovery.

     
  4.

Disclosure of the fair value of financial instruments measured at amortized cost would no longer be required for entities that are not public business entities.


For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of this statement did not have a material effect on the Company’s financial position or results.

   
4.

Significant Accounting Policies

   
 

Revenue Recognition

 

 

Revenue is measured based on a consideration specified in a contract with a customer, and excludes any sales incentives and amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer.

   

Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue- producing transaction, that are collected by the Company from a customer, are excluded from revenue.

   

The following is a description of principal activities – separated by nature – from which the Company generates its revenue.

   
 

Research and Development Revenue

   

Revenues with corporate collaborators are recognized as the performance obligations are satisfied over time, and the related expenditures are incurred pursuant to the terms of the agreement.

11


IntelGenx Technologies Corp.

Notes to Consolidated Interim Financial Statements
June 30, 2018
(Expressed in U.S. Funds)
(Unaudited)

4.

Significant Accounting Policies (Cont’d)

   
 

Licensing and Collaboration Arrangements

   

The Company may enter into licensing and collaboration agreements for product development, licensing, supply and manufacturing for its product pipeline. The terms of the agreements may include non-refundable signing and licensing fees, milestone payments and royalties on any product sales derived from collaborations. These contracts are analyzed to identify all performance obligations forming part of these contracts. The transaction price of the contract is then determined. The transaction price is allocated between all performance obligations on a relative standalone selling price basis. The stand-alone selling price is estimated based on the comparable market prices, expected cost plus margin and the Company’s historical experience.

   

Licenses are considered to be right-to-use licenses. As such, the Company recognizes the licenses revenues at a point in time, upon granting the licenses.

   

Milestone payments are considered variable consideration. As such, the Company estimates variable consideration at the most likely amount to which we expect to be entitled. The estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such development milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect license, research and other revenues in the period during which the adjustment is recognized. The process of successfully achieving the criteria for the milestone payments is highly uncertain. Consequently, there is significant risk that the Company may not earn all of the milestone payments for each of its contracts.

   

Royalties are typically calculated as a percentage of net sales realized by the Company’s licensees of its products (including their sub-licensees), as specifically defined in each agreement. The licensees’ sales generally consist of revenues from product sales of the Company’s product pipeline and net sales are determined by deducting the following: estimates for chargebacks, rebates, sales incentives and allowances, returns and losses and other customary deductions in each region where the Company has licensees. Revenues arising from royalties are considered variable consideration. As such, the Company estimates variable consideration at the most likely amount to which we expect to be entitled. The estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved.

   
 

Leasehold Improvements and Equipment

   

Leasehold improvements and equipment are recorded at cost. Provisions for depreciation are based on their estimated useful lives using the methods as follows:

12


IntelGenx Technologies Corp.

Notes to Consolidated Interim Financial Statements
June 30, 2018
(Expressed in U.S. Funds)
(Unaudited)

4.

Significant Accounting Policies (Cont’d)


  On the declining balance method -  
     
         Laboratory and office equipment 20%
         Computer equipment 30%
     
  On the straight-line method -  
     
         Leasehold improvements over the lease term
         Manufacturing equipment 5 – 10 years

Upon retirement or disposal, the cost of the asset disposed of and the related accumulated depreciation are removed from the accounts and any gain or loss is reflected in income. Expenditures for repair and maintenance are expensed as incurred.

Recent Accounting Pronouncements

ASU 2018-07 – Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting

The FASB issued ASU 2018-07 to expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. These amendments are effective for a public business entity for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of this Statement on its consolidated financial statements.

ASU 2018-02 – Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income

The FASB issued ASU 2018-02 which provides financial statement preparers with an option to reclassify stranded tax effects within AOCI to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (or portion thereof) is recorded. These amendments are effective for fiscal years beginning after December 15, 2018. The Company is currently evaluating the impact of the Statement on its consolidated financial statements.

ASU 2017-04 – Intangibles – Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment

The FASB issued ASU 2017-04 which eliminates Step 2 from the goodwill impairment test and eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment. These amendments are effective for a public business entity for fiscal years beginning after December 15, 2019. Early adoption is permitted in any interim or annual period and should be applied on a retrospective basis. The Company is currently evaluating the impact of this Statement on its consolidated financial statements.

13


IntelGenx Technologies Corp.

Notes to Consolidated Interim Financial Statements
June 30, 2018
(Expressed in U.S. Funds)
(Unaudited)

4.

Significant Accounting Policies (Cont’d)

   

ASU 2016-02: Leases (Topic 842) Section A

   

The FASB issued ASU 2016-02 to increase the transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. These amendments are effective for a public business entity for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of this Statement on its consolidated financial statements.

   
5.

Leasehold Improvements and Equipment


                       
December 31,
 
                 
June 30, 2018
   
2017
 
           
Accumulated
   
Net Carrying
   
Net Carrying
 
     
Cost
   
Depreciation
   
Amount
   
Amount
 
                           
  Manufacturing equipment $  3,615   $  478   $  3,137   $  2,953  
  Laboratory and office equipment   1,319     664     655     759  
  Computer equipment   102     62     40     44  
  Leasehold improvements   3,100     783     2,317     2,590  
                           
    $  8,136   $  1,987   $  6,149   $  6,346  

From the balance of manufacturing equipment, an amount of $1,164 thousand (2017: $822 thousand) represents assets which are not yet in service as at June 30, 2018

   
6.

Bank indebtedness

   

The Company's credit facility is subject to review annually and consists of an operating demand line of credit of up to CAD$250 thousand ($190 thousand) and corporate credits cards of up to CAD$75 and $60 thousand, and foreign exchange contracts limited to CAD$425 thousand ($323 thousand). Borrowings under the operating demand line of credit bear interest at the Bank’s prime lending rate plus 2%. The credit facility and term loan (see note 7) are secured by a first ranking movable hypothec on all present and future movable property of the Company for an amount of CAD$4,250,000 ($3,227,000) plus 20%, and a 50% guarantee by Export Development Canada, a Canadian Crown corporation export credit agency. The terms of the banking agreement require the Company to comply with certain debt service coverage and debt to net worth financial covenants on an annual basis at the end of the Company’s fiscal year. As at June 30, 2018, the Company has not drawn on its credit facility.

14


IntelGenx Technologies Corp.

Notes to Consolidated Interim Financial Statements
June 30, 2018
(Expressed in U.S. Funds)
(Unaudited)

7.

Long-term debt

   

The components of the Company’s debt are as follows:


      June 30, 2018     December 31, 2017  
      $     $  
               
               
               
  Term loan facility   1,845     2,233  
  Secured loan   430     531  
  Total debt   2,275     2,764  
               
  Less: current portion   736     772  
               
  Total long-term debt   1,539     1,992  

The Company’s term loan facility consists of a total of CAD$4 million ($3.04 million) bearing interest at the Bank’s prime lending rate plus 2.50%, with monthly principal repayments of CAD$62 thousand ($47 thousand). The term loan is subject to the same security and financial covenants as the bank indebtedness (see note 6).

The secured loan has a principal balance authorized of CAD$1 million ($759 thousand) bearing interest at prime plus 7.3%, reimbursable in monthly principal payments of CAD$17 thousand ($13 thousand) from January 2017 to March 2021. The loan is secured by a second ranking on all present and future property of the Company. The terms of the banking agreement require the Company to comply with certain debt service coverage and debt to net worth financial covenants on an annual basis at the end of the Company’s fiscal year.

Principal repayments due in each of the next four years are as follows:

2018 377 (CAD 496)
2019 717 (CAD 945)
2020 717 (CAD 945)
2021 464 (CAD 610)

15


IntelGenx Technologies Corp.

Notes to Consolidated Interim Financial Statements
June 30, 2018
(Expressed in U.S. Funds)
(Unaudited)

8.  Convertible Debentures
   

On July 12, 2017, the Company closed its previously announced prospectus offering (the “Offering”) of convertible unsecured subordinated debentures of the Corporation (the “Debentures”) for gross aggregate proceeds of CAD$6,838,000. Pursuant to the Offering, the Corporation issued an aggregate principal amount of CAD$6,838,000 of Debentures at a price of CAD$1,000 per Debenture. The Debentures will mature on June 30, 2020 and bear interest at annual rate of 8% payable semi-annually on the last day of June and December of each year, commencing on December 31, 2017. The interest may be paid in common shares at the option of the Corporation. The Debentures will be convertible at the option of the holders at any time prior to the close of business on the earlier of June 30, 2020 and the business day immediately preceding the date specified by the Corporation for redemption of Debentures. The conversion price will be CAD$1.35 (the “Conversion Price”) per common share of the Corporation (“Share”), being a conversion rate of approximately 740 Shares per CAD$1,000 principal amount of Debentures, subject to adjustment in certain events.

   

On August 8, 2017, the Company closed a second tranche of its prospectus Offering of convertible unsecured subordinated debentures of the Corporation for which a first closing took place on July 12, pursuant to which it had raised additional gross proceeds of CAD$762,000.

   

Together with the principal amount of CAD$6,838,000 of Debentures issued on July 12, 2017, the Corporation issued a total aggregate principal amount of CAD$7,600,000 of Debentures at a price of CAD$1,000 per Debenture.

   

The convertible debentures have been recorded as a liability. Total transactions costs in the amount of CAD$1,237,000 were recorded against the liability. The accretion expense for the six-month period ended June 30, 2018 amounts to CAD$185,000 ($145,000).

   
 

The components of the convertible debentures are as follows:


      June 30,     December 31,  
      2018     2017  
               
               
  Face value of the convertible debentures $  5,771   $  6,058  
  Transaction costs   (939 )   (986 )
  Accretion   262     127  
  Convertible debentures $  5,094   $  5,199  

The accrued interest on the convertible debentures for the six-month period ended June 30, 2018 amounts to CAD$304 thousand ($238 thousand) and is recorded in financing and interest expense and accrued liabilities. On July 3, 2018, the accrued interest was paid by issuance of 307,069 common shares.

16


IntelGenx Technologies Corp.

Notes to Consolidated Interim Financial Statements
June 30, 2018
(Expressed in U.S. Funds)
(Unaudited)

9.  Private Placement
   

On May 8, 2018, the Company closed its previously announced offering by way of private placement (the “Offering”). In connection with the Offering, the Company issued 320 units (the “Units”) at a subscription price of $10,000 per Unit for gross proceeds of $3,200,000. A related party of the Company participated in the Offering and subscribed for an aggregate of two Units.

   

Each Unit is comprised of (i) 7,940 common shares of the Corporation (“Common Shares”), (ii) a $5,000 convertible 6% note (a “Note”), and (iii) 7,690 warrants to purchase common shares of the Corporation (“Warrants”). Each Note bears interest at a rate of 6% (payable quarterly, in arrears, with the first payment being due on September 1, 2018), matures on June 1, 2021 and is convertible into Common Shares at a conversion price of $0.80 per Common Share. Each Warrant entitles its holder to purchase one Common Share at a price of $0.80 per Common Share until June 1, 2021.

   

In connection with the Offering, the Company paid to the Agents a cash commission of approximately $157,800 in the aggregate and issued non-transferable agents’ warrants to the Agents, entitling the Agents to purchase 243,275 common shares at a price of $0.80 per share until June 1, 2021. Management has determined the value of the agents’ warrants to be $50,000.

   

The proceeds of the Units are attributed to liability and equity components based on the fair value of each component as follows:


      Gross proceeds     Transaction costs     Net proceeds  
                     
  Common stock $  1,627   $  167   $  1,460  
  Convertible notes   1,086     111     975  
  Warrants   487     50     437  
    $  3,200   $  328   $  2,872  

The convertible notes have been recorded as a liability. Total transactions costs in the amount of U.S.$111 thousand were recorded against the liability. The accretion expense for the six-month period ended June 30, 2018 amounts to U.S. $22,000.

The components of the convertible notes are as follows:

    June 30,  
    2018  
       
       
Attributed value of net proceeds to convertible notes $  975  
Accretion   22  
Convertible notes $  997  

The interest on the convertible notes for the six-month period ended June 30, 2018 amounts to $14 thousand and is recorded in financing and interest expense.

17


IntelGenx Technologies Corp.

Notes to Consolidated Interim Financial Statements
June 30, 2018
(Expressed in U.S. Funds)
(Unaudited)

10.

Capital Stock


      June 30,     December 31,  
      2018     2017  
  Authorized -            
               
  200,000,000 common shares of $0.00001 par value
  20,000,000 preferred shares of $0.00001 par value
 
   
 
               
  Issued -            
               
   70,547,267 (December 31, 2017 - 67,031,467) common shares $  1   $  1  

11.  Additional Paid-In Capital
   
  Stock options
   

On January 16, 2018, 100,000 options to purchase common stock were granted to an employee under the 2016 Stock Option Plan. The options have an exercise price of $0.79. The options granted vest over a period of 2 years at a rate of 25% every six months and expire 10 years after the grant date. The stock options were accounted for at their fair value, as determined by the Black-Scholes valuation model, of approximately $44 thousand.

 

 

On April 10, 2018, 275,000 options to purchase common stock were granted to employees under the 2016 Stock Option Plan. The options have an exercise price of $0.66. The options granted vest over a period of 2 years at a rate of 25% every six months and expire 10 years after the grant date. The stock options were accounted for at their fair value, as determined by the Black-Scholes valuation model, of approximately $99 thousand.

 

 

On June 11, 2018, 800,000 options to purchase common stock were granted to officers and employees under the 2016 Stock Option Plan. The options have an exercise price of $0.76. The options granted vest over a period of 2 years at a rate of 25% every six months and expire 10 years after the grant date. The stock options were accounted for at their fair value, as determined by the Black-Scholes valuation model, of approximately $334 thousand.

 

 

During the six-month period ended June 30, 2018 a total of 25,000 stock options were exercised for 25,000 common shares having a par value of $0 thousand in aggregate, for cash consideration of $13 thousand, resulting in an increase in additional paid-in capital of $13 thousand.

 

 

During the six-month period ended June 30, 2017, on January 18, 2017, 300,000 options to purchase common stock were granted to non-employee directors under the 2016 Stock Option Plan. The options have an exercise price of $0.89. The options vest immediately and expire 10 years after the grant date. The stock options were accounted for at their fair value, as determined by the Black-Scholes valuation model, of approximately $114 thousand.

 

 

During the six-month period ended June 30, 2017 a total of 135,000 stock options were exercised for 135,000 common shares having a par value of $0 thousand in aggregate, for cash consideration of $62 thousand, resulting in an increase in additional paid-in capital of $62 thousand.

18


IntelGenx Technologies Corp.

Notes to Consolidated Interim Financial Statements
June 30, 2018
(Expressed in U.S. Funds)
(Unaudited)

11.

 Additional Paid-In Capital (Cont’d)

 

Compensation expenses for stock-based compensation of $123 thousand and $223 thousand were recorded during the six-month periods ended June 30, 2018 and 2017, respectively. An amount of $119 thousand expensed in the six-month period of 2018 relates to stock options granted to employees and directors and an amount of $4 thousand relates to stock options granted to a consultant. An amount of $220 thousand expensed in the six- month period of 2017 relates to stock options granted to employees and directors and an amount of $3 thousand relates to stock options granted to a consultant. As at June 30, 2018, the Company has $550 thousand (2017 - $188 thousand) of unrecognized stock-based compensation.

   
 

Warrants

   

During the six-month period ended June 30, 2018 a total of 950,000 warrants were exercised for 950,000 common shares having a par value of $Nil in aggregate, for cash consideration of approximately $536 thousand, resulting in an increase in additional paid-in capital of approximately $536 thousand. During the six-month period ended June 30, 2017 a total of 1,690,000 warrants were exercised for 1,690,000 common shares having a par value of $Nil in aggregate, for cash consideration of approximately $954 thousand, resulting in an increase in additional paid-in capital of approximately $954 thousand.

   
 

Deferred Share Units (“DSUs”)

 

 

Effective February 7, 2018, the Board approved a Deferred Share Unit Plan (DSU Plan) to compensate non- employee directors as part of their annual remuneration. Under the DSU Plan, the Board may grant Deferred Share Units (“DSUs”) to the participating directors at its discretion and, in addition, each participating director may elect to receive all or a portion of his or her annual cash stipend in the form of DSUs. To the extent DSUs are granted, the amount of compensation that is deferred is converted into a number of DSUs, as determined by the market price of our Common Stock on the effective date of the election. These DSUs are converted back into a cash amount at the expiration of the deferral period based on the market price of our Common Stock on the expiration date and paid to the director in cash in accordance with the payout terms of the DSU Plan. As the DSUs are on a cash-only basis, no shares of Common Stock will be reserved or issued in connection with the DSUs. On May 16, 2018, 287,355 DSUs have been granted under the DSU Plan as of the date of this filing, accordingly, an amount of $232 thousand has been recognized in management salaries.

   
 

Performance and Restricted Share Units (“PRSUs”)

 

 

At the Annual Meeting on May 8, 2018, the shareholders approved the IntelGenx Technologies Corp. Performance and Restricted Share Unit Plan (PRSU Plan) which the Board of Directors had approved on March 19, 2018. The primary purpose of this PRSU Plan is to provide the Company with a share-related mechanism to attract, retain and motivate qualified executive officers of the Company and its Subsidiaries and to reward such executive officers for their contributions toward the long-term goals and success of the Company and to enable and encourage such executive officers to acquire shares of Common Stock as long-term investments and proprietary interests in the Company. No rewards have been issued under the PRSU Plan as of June 30, 2018.

19


IntelGenx Technologies Corp.

Notes to Consolidated Interim Financial Statements
June 30, 2018
(Expressed in U.S. Funds)
(Unaudited)

12.

Revenues

   

The following table presents our revenues disaggregated by revenue source. Sales and usage-based taxes are excluded from revenues:


      June 30, 2018     June 30, 2017  
               
               
  Research and development agreements $  473   $  245  
  Licensing agreements   -     405  
  Deferred revenue (sale of future royalties)   -     1,829  
    $  473   $  2,479  

The following table presents our revenues disaggregated by timing of recognition:

      June 30, 2018     June 30, 2017  
               
               
  Product and services transferred at point in time $  -   $  405  
  Products and services transferred over time   473     2,074  
    $  473   $  2,479  

The following table presents our revenues disaggregated by geography, based on the billing addresses of our customers:

      June 30, 2018     June 30, 2017  
               
  Europe $  410     245  
  Canada   63     375  
  U.S.   -     1,829  
  Other foreign countries   -     30  
    $  473   $  2,479  

Remaining performance obligations

As at June 30, 2018, the aggregate amount of the transaction price allocated to the remaining performance obligation is $329 representing research and development agreements, the majority of which is expected to be recognized in the next twelve months. The Company is also eligible to receive up to $4,051 in research and development milestone payments; up to $28,751 in commercial sales milestone payments. In addition, the Company is entitled to receive royalties on potential sales.

20


IntelGenx Technologies Corp.

Notes to Consolidated Interim Financial Statements
June 30, 2018
(Expressed in U.S. Funds)
(Unaudited)

12. Revenues (Cont’d)
   

The Company applies the practical expedient in paragraph 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less. The Company applies the transition practical expedient in paragraph 606-10-65-1(f)(3) and does not disclose the amount of the transaction price allocated to the remaining performance obligations and an explanation of when the Company expects to recognize that amount as revenue for the year ended December 31, 2018.

   
13.

Related Party Transactions

   

Included in management salaries for the six-month period ended June 30, 2018 are $17 thousand (2017 - $Nil) for options granted to the Chief Executive Officer, $7 thousand (2017 - $30 thousand) for options granted to the Chief Financial Officer, $Nil (2017 - $3 thousand) for options granted to the former Vice President, Operations, $6 thousand (2017 - $3 thousand) for options granted to the Vice-President, Research and Development, $23 thousand (2017 – $17 thousand) for options granted to Vice-President, Business and Corporate Development under the 2016 Stock Option Plan and $6 thousand (2017 - $124 thousand) for options granted to non-employee directors.

   

Also included in management salaries for the six-month period ended June 30, 2018 are director fees of $124 thousand (2017 - $136 thousand) and DSU of $232 thousand.

   

The above related party transactions have been measured at the exchange amount which is the amount of the consideration established and agreed to by the related parties.

   
14.

Basic and Diluted Loss Per Common Share

   

Basic and diluted loss per common share is calculated based on the weighted average number of shares outstanding during the period. The warrants, share-based compensation and convertible debenture and notes have been excluded from the calculation of diluted loss per share since they are anti-dilutive.

   
15.

Subsequent Event

   

On July 3, 2018, the Company granted 100,000 options to purchase common stock to a consultant. The stock options are exercisable at $0.78 per share and vest over 2 years at 25% every six months.

21


Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations Introduction to Management’s Discussion and Analysis

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) comments on our business operations, performance, financial position and other matters for the three-month and six-month periods ended June 30, 2018 and 2017.

Unless otherwise indicated, all financial and statistical information included herein relates to continuing operations of the Company. Unless otherwise indicated or the context otherwise requires, the words, “IntelGenx, “Company”, “we”, “us”, and “our” refer to IntelGenx Technologies Corp. and its subsidiaries, including IntelGenx Corp.

This MD&A should be read in conjunction with the accompanying unaudited Consolidated Financial Statements and Notes thereto. We also encourage you to refer to the Company’s MD&A for the year ended December 31, 2017. In preparing this MD&A, we have taken into account information available to us up to August 9, 2018, the date of this MD&A, unless otherwise indicated.

Additional information relating to the Company, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (the “2017 Form 10-K”), is available on SEDAR at www.sedar.com and on the U.S. Securities and Exchange Commission (the “SEC”) website at www.sec.gov.

All dollar amounts are expressed in U.S. dollars, unless otherwise noted.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements included or incorporated by reference in this MD&A constitute forward-looking statements within the meaning of applicable securities laws. All statements contained in this MD&A that are not clearly historical in nature are forward-looking, and the words “anticipate”, “believe”, “continue”, “expect”, “estimate”, “intend”, “may”, “plan”, “will”, “shall” and other similar expressions are generally intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All forward-looking statements are based on our beliefs and assumptions based on information available at the time the assumption was made. These forward-looking statements are not based on historical facts but on management’s expectations regarding future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Forward-looking statements involve significant known and unknown risks, uncertainties, assumptions and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from those implied by forward-looking statements. These factors should be considered carefully and you should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this MD&A or incorporated by reference herein are based upon what management believes to be reasonable assumptions, there is no assurance that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this MD&A or as of the date specified in the documents incorporated by reference herein, as the case may be. We undertake no obligation to update any forward looking statements to reflect events or circumstances after the date on which such statements were made or to reflect the occurrence of unanticipated events, except as may be required by applicable securities laws. The factors set forth in Item 1A., "Risk Factors" of the 2016 Form 10-K, as well as any cautionary language in this MD&A, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Before you invest in the common stock, you should be aware that the occurrence of the events described as risk factors and elsewhere in this report could have a material adverse effect on our business, operating results and financial condition.

22


Company Background

We are a drug delivery company established in 2003 and headquartered in Montreal, Quebec, Canada. Our focus is on the development of novel oral immediate-release and controlled-release products for the pharmaceutical market.

More recently, we have made the strategic decision to enter the oral film market and have implemented commercial oral film manufacturing capability. This enables us to offer our partners a comprehensive portfolio of pharmaceutical services, including pharmaceutical R&D, clinical monitoring, regulatory support, tech transfer and manufacturing scale-up, and commercial manufacturing.

Our business strategy is to develop pharmaceutical products based on our proprietary drug delivery technologies and, once the viability of a product has been demonstrated, license the commercial rights to partners in the pharmaceutical industry. In certain cases, we rely upon partners in the pharmaceutical industry to fund the development of the licensed products, complete the regulatory approval process with the FDA or other regulatory agencies relating to the licensed products, and assume responsibility for marketing and distributing such products.

In addition, we may choose to pursue the development of certain products until the project reaches the marketing and distribution stage. We will assess the potential for successful development of a product and associated costs, and then determine at which stage it is most prudent to seek a partner, balancing such costs against the potential for additional returns earned by partnering later in the development process.

Our primary growth strategies are based on three pillars: (1) out licensing commercial rights of our existing pipeline products, (2) partnering on contract development and manufacturing projects leveraging our VersaFilm™ technology, (3) expanding our current pipeline through:

identifying lifecycle management opportunities for existing market leading pharmaceutical products,

     
 

develop oral film products that provide tangible patient benefits,

     
 

development of new drug delivery technologies,

     
 

repurposing existing drugs for new indications, and

     

developing generic drugs where high technology barriers to entry exist in reproducing branded films.

Contract Development and Manufacturing based on VersaFilm™ technology

We have established a state-of-the-art manufacturing facility for the future manufacture of our VersaFilm™ products. We believe that this (1) represents a profitable business opportunity, (2) will reduce our dependency upon third-party contract manufacturers, thereby protecting our manufacturing process know-how and intellectual property, and (3) allows us to offer our development partners a full service from product conception through to supply of the finished product.

Lifecycle Management Opportunities

We are seeking to position our delivery technologies as an opportunity for lifecycle management of products for which patent protection of the active ingredient is nearing expiration. While the patent for the underlying substance cannot be extended, patent protection can be obtained for a new and improved formulation by filing an application with the FDA under Section 505(b)(2) of the U.S. Federal Food, Drug and Cosmetic Act. Such applications, known as a “505(b)(2) NDA”, are permitted for new drug products that incorporate previously approved active ingredients, even if the proposed new drug incorporates an approved active ingredient in a novel formulation or for a new indication. A 505(b)(2) NDA may include information regarding safety and efficacy of a proposed drug that comes from studies not conducted by or for the applicant. The first formulation for a respective active ingredient filed with the FDA under a 505(b)(2) application may qualify for up to three years of market exclusivity upon approval. Based upon a review of past partnerships between third party drug delivery companies and pharmaceutical companies, management believes that drug delivery companies which possess innovative technologies to develop these special dosage formulations present an attractive opportunity to pharmaceutical companies. Accordingly, we believe “505(b)(2) products” represent a viable business opportunity for us.

23


Product Opportunities that provide Tangible Patient Benefits

Our focus will be on developing oral film products leveraging our VersaFilm™ technology that provide tangible patient benefits versus existing drug delivery forms. Patients with difficulties swallowing medication, pediatrics or geriatrics may benefit from oral films due to the ease of use. Similarly, we are working on oral films to improve bio-availability and/or response time versus existing drugs and thereby reducing side effects.

Development of New Drug Delivery Technologies

The rapidly disintegrating film technology contained in our VersaFilm™, and our AdVersa® mucosal adhesive tablet, are two examples of our efforts to develop alternate technology platforms. As we work with various partners on different products, we seek opportunities to develop new proprietary technologies.

Repurposing Existing Drugs

We are working on the repurposing of already approved drugs for new indications using our VersaFilm™ film technology. This program represents a viable growth strategy for us as it will allow for reduced development costs, improved success rates and shorter approval times. We believe that through our repurposing program we will be able minimize the risk of developmental failure and create value for us and potential partners.

Generic Drugs with High Barriers to Entry

We plan to pursue the development of generic drugs that have certain barriers to entry, e.g., where product development and manufacturing is complex and can limit the number of potential entrants into the generic market. We plan to pursue such projects only if the number of potential competitors is deemed relatively insignificant.

Corporate

Manufacturing facility

We currently manufacture products only for clinical and testing purposes in our own facility and we do not yet manufacture products for commercial use. In order to establish ourselves as a full-service partner for our thin film products, we invested approximately $6.5 million to establish a state-of-the-art manufacturing facility for the commercial manufacture of products developed using our VersaFilm™ drug delivery technology. Since we recently received our cGMP-compliant rating from Health Canada for manufacturing and packaging activities, we anticipate the manufacturing of our products to commence on the first half of 2019.

Expansion to the existing Manufacturing Facility

On March 6, 2017 IntelGenx executed an agreement to lease approximately an additional 11,000 square feet in a property located at 6410 Abrams, St-Laurent, Quebec. The Lease has an 8 year and 5-month term commencing on October 1, 2017 and IntelGenx has retained two options to extend the Lease, with each option being for an additional five years. Under the terms of the Lease IntelGenx will be required to pay base rent of approximately CA$74 thousand (approximately $59 thousand) per year, which will increase at a rate of CA$0.25 ($0.20) per square foot every two years. IntelGenx plans to use the newly leased space to expand its manufacture of oral film VersaFilm TM.

24


The Company has initiated a project to expand the existing manufacturing facility, the timing of which will be dictated in part by the completion of agreements with our commercial partners as well as obtaining the necessary funding. This expansion became necessary following requests by commercial partners to increase manufacturing capacity and provide solvent film manufacturing capabilities. The new facility should create a fivefold increase of our production capacity in addition to offering a one-stop shopping opportunity to our partners and provide better protection of our Intellectual Property. The Company has signed agreements in the amount of Euro1,911 thousand with three suppliers with respect to equipment for solvent film manufacturing. As at June 30, 2018 an amount of Euro988 thousand has been paid.

Most recent key developments

On May 8, 2018, IntelGenx announced the closing of an offering by way of private placement. In connection with the Offering, the Company issued 320 units at a subscription price of $10,000 per Unit for gross proceeds of $3,200,000. The Corporation intends to use the proceeds for its Montelukast phase 2a clinical trial and for general working capital purposes. Each Unit is comprised of (i) 7,940 common shares of the Corporation, (ii) a $5,000 convertible 6% note, and (iii) 7,690 warrants to purchase common shares of the Corporation. Each Note bears interest at a rate of 6% (payable quarterly, in arrears, with the first payment being due on September 1, 2018), matures on June 1, 2021 and is convertible into Common Shares at a conversion price of $0.80 per Common Share. Each Warrant entitles its holder to purchase one Common Share at a price of $0.80 per Common Share until June 1, 2021.

Cantone Research, Inc. acted as placement agent in respect of certain sales under the U.S. portion of the Offering and Leede Jones Gable Inc. acted as placement agent in respect of the Canadian portion of the Offering. In connection with the Offering, the Company paid to the Agents a cash commission of approximately $157,800 in the aggregate and issued non-transferable agents’ warrants to the Agents, entitling the Agents to purchase 243,275 common shares at a price of $0.80 per share until June 1, 2021. The Common Shares, Notes and Warrants issued to Canadian residents and the agents’ warrants issued to Leede Jones Gable Inc. are subject to a four-month statutory hold period until September 9, 2018.

A related party of the Company participated in the Offering and subscribed for an aggregate of two Units.

On May 14, 2018, IntelGenx announced that all patent litigation between the Company, Par Pharmaceutical, Inc., Indivior, Inc., Indivior UK Limited, and Aquestive Therapeutics, Inc. (formerly MonoSol Rx, LLC) related to Suboxone® film had been settled. The settlement agreement permits Par to begin selling a generic version of Suboxone® film on January 1, 2023, or earlier under certain circumstances. Par is IntelGenx’s commercial and development partner for a generic version of Suboxone® sublingual film product, which is indicated for the treatment of opioid dependence.

On June 11, 2018, IntelGenx announced that the Company’s board of directors granted options to acquire a total of 800,000 common shares under the 2016 Stock Option Plan. Of the total stock options granted, 200,000 were granted to each of Horst G. Zerbe, Chief Executive Officer and President and Andre Godin, Executive Vice President and Chief Financial Officer. Furthermore, 100,000 stock options were granted to each of two officers of IntelGenx Corp., Nadine Paiement, Vice President Research and Development and Dana Matzen, Vice President of Business and Corporate Development. Also included in the total number of options granted are 200,000 granted to two employees of IntelGenx Corp. The options have an exercise price of $0.76 (CAD$0.99), vest over a period of two years at the rate of 25% every six months and expire on June 10, 2028.

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On June 19, 2018, IntelGenx announced that the European Patent Office had issued a “Notice of Intention to Grant” for the Company’s European Patent Application Number 14832172.2 entitled, “Instantly Wettable Oral Film Dosage Form Without Surfactant or Polyalcohol." This is the first key patent allowed in Europe for the Company’s VersaFilm™ technology. Once the administrative process is complete, the patent that issues from this application will provide intellectual property protection for the formulation of the Company’s VersaFilm™ technology used in its Rizaport® product, an oral thin film formulation of rizatriptan benzoate for the treatment of acute migraines, in Europe through 2034. IntelGenx received a similar formulation patent covering its Rizaport® VersaFilm™ technology from the United States Patent and Trademark Office in 2016 and has additional applications pending in other countries.

On July 3, 2018, IntelGenx issued 307,069 common shares of the Corporation at a deemed price of CAD$0.99 per Common Share in payment of an aggregate of $304,000 in interest owing on the Corporation’s 8.00% convertible unsecured subordinated debentures due June 30, 2020. Under the terms of the trust indenture governing the Debentures, the Corporation has the option to pay the semi-annual interest on the Debentures in either cash or Common Shares, subject to customary conditions set forth in the Indenture.

All amounts are expressed in thousands of U.S. dollars unless otherwise stated.

Currency rate fluctuations

Our operating currency is Canadian dollars, while our reporting currency is U.S. dollars. Accordingly, our results of operations and balance sheet position have been affected by currency rate fluctuations. In summary, our financial statements for the six-month period ended June 30, 2018 report an accumulated other comprehensive loss due to foreign currency translation adjustments of $745 primarily due to the fluctuations in the rates used to prepare our financial statements, $107 of which negatively impacted our comprehensive loss for the six-month period ended June 30, 2018. The following Management Discussion and Analysis takes this into consideration whenever material.

Reconciliation of Comprehensive Loss to Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA)

Adjusted EBITDA is a non-US GAAP financial measure. A reconciliation of the Adjusted EBITDA is presented in the table below. The Company uses adjusted financial measures to assess its operating performance. Securities regulations require that companies caution readers that earnings and other measures adjusted to a basis other than US-GAAP do not have standardized meanings and are unlikely to be comparable to similar measures used by other companies. Accordingly, they should not be considered in isolation. The Company uses Adjusted EBITDA to measure its performance from one period to the next without the variation caused by certain adjustments that could potentially distort the analysis of trends in our operating performance, and because the Company believes it provides meaningful information on the Company’s financial condition and operating results.

IntelGenx obtains its Adjusted EBITDA measurement by adding to comprehensive loss, finance income and costs, depreciation and amortization, income taxes and foreign currency translation adjustment incurred during the period. IntelGenx also excludes the effects of certain non-monetary transactions recorded, such as share-based compensation, for its Adjusted EBITDA calculation. The Company believes it is useful to exclude these items as they are either non-cash expenses, items that cannot be influenced by management in the short term, or items that do not impact core operating performance. Excluding these items does not imply they are necessarily nonrecurring. Share-based compensation costs are a component of employee and consultant’s remuneration and can vary significantly with changes in the market price of the Company’s shares. Foreign currency translation adjustments are a component of other comprehensive income and can vary significantly with currency fluctuations from one period to another. In addition, other items that do not impact core operating performance of the Company may vary significantly from one period to another. As such, Adjusted EBITDA provides improved continuity with respect to the comparison of the Company’s operating results over a period of time. Our method for calculating Adjusted EBITDA may differ from that used by other corporations.

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Reconciliation of Non-US-GAAP Financial Information

 

  Three-month period     Six-month period  

 

  ended June 30,     ended June 30,  

 

  2018     2017     2018     2017  

 

       

Comprehensive loss

  (2,432 )   (550 )   (4,773 )   1,018 )

Add (deduct):

                       

   Depreciation

  179     170     362     340  

   Finance costs

  277     54     520     111  

   Finance income

  -     (1 )   -     (3 )

   Share-based compensation

  73     53     123     223  

   Other comprehensive loss (income)

  31     (116 )   108     (160 )

 

                       

Adjusted EBITDA

  (1,872 )   (390 )   (3,660 )   (507 )

Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA)

Adjusted EBITDA decreased by $1,482 for the three-month period ended June 30, 2018 to ($1,872) compared to ($390) for the three-month period ended June 30, 2017. The decrease in Adjusted EBITDA of $1,482 for the three-month period ended June 30, 2018 is mainly attributable to a decrease in revenues of $892, an increase in SG&A expenses of $480 before consideration of stock-based compensation and an increase in R&D expenses of $199 before consideration of stock-based compensation. Adjusted EBITDA decreased by $3,153 for the six-month period ended June 30, 2018 to ($3,660) compared to ($507) for the six-month period ended June 30, 2018. The decrease in Adjusted EBITDA of $3,153 for the six-month period ended June 30, 2018 is mainly attributable to a decrease in revenues of $2,006, an increase in SG&A expenses of $977 before consideration of stock-based compensation and an increase in R&D expenses of $351 before consideration of stock-based compensation.

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Results of operations for the three-month and six-month periods ended June 30, 2018 compared with the three-month and six-month periods ended June 30, 2017.

 

  Three-month period     Six-month period  

 

  ended June 30,     ended June 30,  

 

  2018     2017     2018     2017  

Revenue

$  234   $  1,126   $  473     2,479  

Cost of Royalty and License Revenue

  -     89     -     181  

Research and Development Expenses

  857     654     1,654     1,298  

Selling, General and Administrative Expenses

  1,322     826     2,602     1,730  

Depreciation of tangible assets

  179     170     362     340  

Operating loss

  (2,124 )   (613 )   (4,145 )   (1,070 )

Net loss

  (2,401 )   (666 )   (4,665 )   (1,178 )

Comprehensive loss

  (2,432 )   (550 )   (4,773 )   (1,018 )

Revenue

Total revenues for the three-month period ended June 30, 2018 amounted to $234, representing a decrease of $892 or 79% compared to $1,126 for the three-month period ended June 30, 2017. Total revenues for the six-month period ended June 30, 2018 amounted to $473, representing a decrease of $2,006 or 81% compared to $2,479 for the six-month period ended June 30, 2017. The decrease for the three-month period ended June 30, 2018 compared to the last year’s corresponding period is mainly attributable to a decrease in deferred revenues on monetization of $915. The decrease for the six-month period ended June 30, 2018 compared to the last year’s corresponding period is mainly attributable to a decrease in upfronts of $405, deferred revenues on monetization of $1,829 offset by an increase in R&D revenues of $228.

Cost of royalty and license revenue

We recorded $Nil for the cost of royalty and license revenue in the three-month period ended June 30, 2018 compared with $89 in the same period of 2017. We recorded $Nil for the cost of royalty and license revenue in the six-month period ended June 30, 2018 compared with $181 in the same period of 2017. This expense relates to a Project Transfer Agreement that was executed in May 2010 with one of our former development partners whereby we acquired full rights to, and ownership of, Forfivo XL®, our novel, high strength formulation of Bupropion hydrochloride, the active ingredient in Wellbutrin XL®. Pursuant to the Project Transfer Agreement and following commercial launch of Forfivo XL® in October 2012, we are required, after recovering an aggregate $200 for management fees previously paid, to pay our former development partner 10% of net product sales received from the sale of Forfivo XL®. We recovered the final portion of the management fees in December 2014, thereby invoking payments to our former development partner. Following the monetization of Forfivo XL®’s royalties, we are required to record 10% of the deferred revenues from the monetization as cost of royalty and license revenue until December 31, 2017 which represented $Nil for the first half of 2018.

Research and development (“R&D”) expenses

R&D expenses for the three-month period ended June 30, 2018 amounted to $857, representing an increase of $203 or 31%, compared to $654 for the three-month period ended June 30, 2017. R&D expenses for the six-month period ended June 30, 2018 amounted to $1,654, representing an increase of $356 or 27%, compared to $1,298 for the six-month period ended June 30, 2017.

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The increase in R&D expenses for the three-month period ended June 30, 2018 is mainly attributable to an increase in study costs of $207, an increase in R&D salaries due to hiring of additional employees of $117 as well as an increase in analytical costs of $97, offset by a decrease in lab supplies of $165. The increase in R&D expenses for the six-month period ended June 30, 2018 is mainly attributable to an increase in study costs of $364, an increase in R&D salaries due to hiring of additional employees of $228 as well as an increase in analytical costs of $135, offset by a decrease in lab supplies of $214.

In the three-month period ended June 30, 2018 we recorded estimated Research and Development Tax Credits and refunds of $78, compared with $30 that was recorded in the same period of the previous year. In the six-month period ended June 30, 2018 we recorded estimated Research and Development Tax Credits and refunds of $157, compared with $60 that was recorded in the same period of the previous year.

Selling, general and administrative (“SG&A”) expenses

SG&A expenses for the three-month period ended June 30, 2018 amounted to $1,322, representing an increase of $496 or 60%, compared to $826 for the three-month period ended June 30, 2017. SG&A expenses for the six-month period ended June 30, 2018 amounted to $2,602 representing an increase of $872 or 50%, compared to $1,730 for the six-month period ended June 30, 2017.

The increase in SG&A expenses for the three-month period ended June 30, 2018 is mainly attributable to an increase in salaries and compensation expenses of $338, rent and utilities expenses of $56, manufacturing expense of $73 and general office expenses of $28. The increase in SG&A expenses for the six-month period ended June 30, 2018 is mainly attributable to an increase in salaries and compensation expenses of $325, professional fees of $312, manufacturing expense of $114, rent and utilities expenses of $92 and office and general expenses of $87. The increase in professional fees were mainly related to costs attributable to the aborted capital raise as well as the Laboval acquisition which is currently on hold. These expenses are deemed to be non-recurring in nature.

Depreciation of tangible assets

In the three-month period ended June 30, 2018 we recorded an expense of $179 for the depreciation of tangible assets, compared with an expense of $170 for the same period of the previous year. In the six-month period ended June 30, 2018 we recorded an expense of $362 for the depreciation of tangible assets, compared with an expense of $340 for the same period of the previous year.

Share-based compensation expense, warrants and stock-based payments

Share-based compensation warrants and share-based payments expense for the three-month period ended June 30, 2018 amounted to $73 compared to $53 for the three-month period ended June 30, 2017. Share-based compensation warrants and share-based payments expense for the six-month period ended June 30, 2018 amounted to $123 compared to $223 for the six-month period ended June 30, 2017.

We expensed approximately $68 in the three-month period ended June 30, 2018 for options granted to our employees in 2016, 2017 and 2018 under the 2016 Stock Option Plan, approximately $3 for options granted to non-employee directors in 2016 and 2017, and approximately $2 for options granted to a consultant in 2016, compared with $47, $5, and $1, respectively that was expensed in the same period of the previous year.

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We expensed approximately $113 in the six-month period ended June 30, 2018 for options granted to our employees in 2016, 2017 and 2018 under the 2016 Stock Option Plan, approximately $6 for options granted to non-employee directors in 2016 and 2017, and approximately $4 for options granted to a consultant in 2016, compared with $96, $124, and $3, respectively that was expensed in the same period of the previous year.

There remains approximately $550 in stock-based compensation to be expensed in fiscal 2018 and 2019, of which $549 relates to the issuance of options to our employees and directors during 2016 to 2018 and $1 relates to the issuance of options to a consultant in 2016. We anticipate the issuance of additional options and warrants in the future, which will continue to result in stock-based compensation expense.

Key items from the balance sheet

 

                    Percentage  

 

  June 30,     December     Increase/     Increase/  

 

  2018     31, 2017     (Decrease)     (Decrease)  

Current Assets

$  5,209   $  6,044   $  (835 )   (14% )

Leasehold improvements and Equipment, net

  6,149     6,346     (197 )   (3% )

Security Deposits

  733     757     (24 )   (3% )

Current Liabilities

  2,736     2,077     659     32%  

Deferred lease obligation

  50     50     0     0%  

Long-term debt

  1,539     1,992     (453 )   (23% )

Convertible debentures

  5,094     5,199     (105 )   (2% )

Convertible notes

  997     -     997     100%  

Capital Stock

  1     1     0     0%  

Additional Paid-in-Capital

  27,872     25,253     2,619     10%  

Going Concern

The Company has financed its operations to date primarily through public offerings of its common stock, convertible debentures, convertible notes, bank loans, royalty, up-front and milestone payments, license fees, proceeds from exercise of warrants and options, research and development revenues and the sale of U.S. royalty on future sales of Forfivo XL®. The Company has devoted substantially all of its resources to its drug development efforts, conducting clinical trials to further advance the product pipeline, the expansion of its facilities, protecting its intellectual property and general and administrative functions relating to these operations. The future success of the Company is dependent on its ability to develop its product pipeline and ultimately upon its ability to attain profitable operations. As of June 30, 2018, the Company had cash and short-term investments totaling approximately $3,683. The Company does not have sufficient existing cash and short-term investments to support operations for the next year following the issuance of these financial statements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans to alleviate these conditions include pursuing one or more of the following steps to raise additional funding, none of which can be guaranteed or are entirely within the Company’s control:

30



Raise funding through the possible sale of the Company’s common stock, including public or private equity financings.

 

Raise funding through debt financing.

 

Continue to seek partners to advance product pipeline.

 

Initiate oral film manufacturing activities.

 

Initiate contract oral film manufacturing activities.

As of June 30, 2018, there are also 3,120,902 warrants outstanding at an exercise price of $0.5646 which expire on December 15, 2018.

If the Company is unable to raise capital when needed or on attractive terms, or if it is unable to procure partnership arrangements to advance its programs, the Company would be forced to delay, reduce or eliminate its research and development programs.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The accompanying financial statements do not include any adjustments or classifications that may result from the possible inability of the Company to continue as a going concern. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due.

Current assets

Current assets totaled $5,209 as at June 30, 2018 compared with $6,044 at December 31, 2017. The decrease of $835 is mainly attributable to decreases in short-term investments of $1,951 and accounts receivable of $138, offset by increases in cash of $730, prepaids of $387 and investment tax credits receivable of $137.

Cash

Cash totaled $2,321 as at June 30, 2018 representing an increase of $730 compared with the balance of $1,591 as at December 31, 2017. The increase in cash on hand relates to net cash used by operating activities of $3,715, offset by net cash provided by financing activities of $3,099 and net cash provided by investing activities of $1,454.

Accounts receivable

Accounts receivable totaled $485 as at June 30, 2018 representing a decrease of $138 compared with the balance of $623 as at December 31, 2017. The main reason for the decrease is related to the collection in 2018 of revenues accounted for as at December 31, 2017.

Prepaid expenses

As at June 30, 2018 prepaid expenses totaled $590 compared with $203 as of December 31, 2017. The increase in prepaid expenses is attributable to a payment of CAD$275 with respect to the Laboval acquisition (from which CAD$200 is refundable if the acquisition does not take place), and an advance payment for R&D materials in the amount of $250.

Investment tax credits receivable

R&D investment tax credits receivable totaled approximately $451 as at June 30, 2018 compared with $314 as at December 31, 2017. The increase is attributable to the accrual estimated and recorded for the first half of 2018.

31


Leasehold improvements and equipment

As at June 30, 2018, the net book value of leasehold improvements and equipment amounted to $6,149, compared to $6,346 at December 31, 2017. In the six-month period ended June 30, 2018 additions to assets totaled $454 and mainly comprised of $444 for manufacturing equipment, $5 for office equipment and $5 for computer equipment.

Security deposit

A security deposit in the amount of CAD$300 in respect of an agreement to lease approximately 17,000 square feet in a property located at 6420 Abrams, St-Laurent, Quebec, Canada was recorded as at June 30, 2018. Security deposits in the amount of CAD$650 for the term loans and CAD$15 for utilities were also recorded as at June 30, 2018.

Accounts payable and accrued liabilities

Accounts payable and accrued liabilities totaled $2,000 as at June 30, 2018 compared with $1,305 as at December 31, 2017. The increase is mainly attributable to the convertible debenture interest accrual in the amount of $231, the accrual for DSUs to independent board of Director members in the amount of $224 and payables related to R&D expenses incurred in the six-month period ended June 30, 2018.

Long-term debt

Long-term debt totaled $2,275 as at June 30, 2018 (December 31, 2017 - $2,764). An amount of $1,845 is attributable to term loan from the lender secured by a first ranking movable hypothec on all present and future movable property of the Company and a 50% guarantee by Export Development Canada, a Canadian Crown corporation export credit agency. The reimbursement of the term loan started in September 2015 and should be fully reimbursed by October 2021.

An amount of $430 is attributable to a second loan secured by a second ranking on all present and future property of the Company reimbursable in monthly principal payments starting January 2017 to December 2021.

Convertible debentures

Convertible debentures totaled $5,094 as at June 30, 2018 as compared to $5,199 as at December 31, 2017. The Corporation issued a total aggregate principal amount of CAD$7,600,000 of debentures at a price of CAD$1,000 per debenture in July 2017 and August 2017. The convertible debentures have been recorded as a liability. Total transactions costs in the amount of CAD$1,237,000 were recorded against the liability. The accretion expense for the six-month period ended June 30, 2018 amounts to CAD$185,000 ($Nil in 2017). The interest on the convertible debentures as at June 30, 2018 amounts to CAD$304,000 ($Nil in 2017) and is recorded in Financing and interest expense and accrued liabilities. In July 2018, the accrued interest was paid in shares.

Convertible notes

Convertible notes totaled $997 as at June 30, 2018 as compared to $Nil as at December 31, 2017. The convertible notes have been recorded as a liability. Total transactions costs in the amount of $111 thousand were recorded against the liability. The accretion expense for the period ended June 30, 2018 amounts to $22. The interest in the convertible notes as at June 30, 2018 amounts to $14 ($Nil in 2017) and is recorded in Financing and interest expense.

32


Shareholders’ equity

As at June 30, 2018 we had accumulated a deficit of $25,453 compared with an accumulated deficit of $20,788 as at December 31, 2017. Total assets amounted to $12,091 and shareholders’ equity totaled $1,675 as at June 30, 2018, compared with total assets and shareholders’ equity of $13,147 and $3,829 respectively, as at December 31, 2017.

Capital stock

As at June 30, 2018 capital stock amounted to $0.705 (December 31, 2017: $0.670) . Capital stock is disclosed at its par value with the excess of proceeds shown in Additional Paid-in-Capital.

Additional paid-in-capital

Additional paid-in capital totaled $27,872 as at June 30, 2018, as compared to $25,253 as at December 31, 2017. Additional paid in capital increased by $2,619 from which $1,460 was the value of the common stock issued in the May 2018 private placement offering, $549 came from proceeds from exercise of warrants and stock options, $437 was the value of the warrants issued in the May 2018 private placement, $123 from stock based compensation attributable to the amortization of stock options granted to employees and directors, and $50 was the value attributed to the Agents’ warrants in the May 2018 private placement transaction.

As of June 30, 2018, there are also 3,120,902 warrants outstanding at an exercise price of $0.5646 which expire on December 15, 2018.

Taxation

As at December 31, 2017, the date of our latest annual tax return, we had Canadian and provincial net operating losses of approximately $9,560 (December 31, 2016: $7,585) and $10,052 (December 31, 2016: $7,763) respectively, which may be applied against earnings of future years. Utilization of the net operating losses is subject to significant limitations imposed by the change in control provisions. Canadian and provincial losses will be expiring between 2027 and 2037. A portion of the net operating losses may expire before they can be utilized.

As at December 31, 2017, we had non-refundable tax credits of $1,553 thousand (2016: $1,190 thousand) of which $8 thousand is expiring in 2026, $10 thousand is expiring in 2027, $180 thousand is expiring in 2028, $158 thousand is expiring in 2029, $134 thousand is expiring in 2030, $143 thousand is expiring in 2031, $179 thousand is expiring in 2032 and $119 thousand is expiring in 2033, $90 thousand expiring in 2034, $106 thousand is expiring in 2035, $146 thousand expiring in 2036 and $280 thousand expiring in 2037. We also had undeducted research and development expenses of $7,532 thousand (2016: $5,438 thousand) with no expiration date.

The deferred tax benefit of these items was not recognized in the accounts as it has been fully provided for.

33


Key items from the statement of cash flows

              Percentage  
    June 30,     June 30,     Increase/     Increase/  
    2018     2017     (Decrease)     (Decrease)  
                         
Operating Activities $  (3,701 ) $  (1,963 ) $  (1,738 )   (89% )
Financing Activities   3,099     662     2,437     368%  
Investing Activities   1,454     1,870     (416 )   (22% )
Cash - end of period   2,321     1,175     1,146     98%  

Statement of cash flows

Net cash used in operating activities was $3,701 for the six-month period ended June 30, 2018, compared to $1,963 for the six-month period ended June 30, 2017. For the six-month period ended June 30, 2018, net cash used by operating activities consisted of a net loss of $4,665 (2017: $1,178) before depreciation, accretion expense, stock-based compensation, DSU expense and interest payable by issuance of common shares in the amount of $1,122 (2017: $563) and a decrease in non-cash operating elements of working capital of $158 (2017: $1,348).

The net cash provided by financing activities was $3,099 for the six-month period ended June 30, 2018, compared to $662 provided in the same period of the previous year. An amount of $3,004 derives from the proceeds of a private placement (2017: $nil) and an amount of $549 derives from proceeds from exercise of warrants and stock options (2017: $1,016) offset by repayment of term loans for an amount of $372 (2017: $354) and the transaction costs related to the private placement of $82 (2017: $nil).

Net cash provided by investing activities amounted to $1,454 for the six-month period ended June 30, 2018 compared to $1,870 in the same period of 2017. The net cash provided by investing activities for the six-month period ended June 30, 2018 relates to the redemption of short term investments of $1,908 (2017: $2,325), offset by the purchase of fixed assets of $454 (2017: $455).

The balance of cash as at June 30, 2018 amounted to $2,321, compared to $1,175 as at June 30, 2017.

Subsequent Event

On July 3, 2018, the Company granted 100,000 options to purchase common stock to a consultant. The stock options are exercisable at $0.78 per share and vest over 2 years at 25% every six months.

Off-balance sheet arrangements

We have no off-balance sheet arrangements.

Item 3. Controls and Procedures.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based upon that evaluation, our chief executive officer and principal financial officer concluded that our disclosure controls and procedures are effective to cause the material information required to be disclosed by us in the reports that we file or submit under the Exchange Act to be recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. There have been no significant changes in our internal controls or in other factors which could significantly affect internal controls subsequent to the date we carried out our evaluation.

34


PART II

Item 1. Legal Proceedings

This Item is not applicable

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

This Item is not applicable.

Item 3. Defaults Upon Senior Securities

This Item is not applicable.

Item 4. (Reserved)



Item 5. Other Information

This Item is not applicable.

Item 6. Exhibits

Exhibit 31.1 Certification of C.E.O. Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
Exhibit 31.2 Certification of Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
Exhibit 32.1 Certification of C.E.O. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
Exhibit 32.2 Certification of Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

35


SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  INTELGENX TECHNOLOGIES CORP.
       
       
Date: August 9, 2018    By: /s/ Horst G. Zerbe
      Horst G. Zerbe
      President, C.E.O. and Director
       
       
       
Date: August 9, 2018    By: /s/ Andre Godin
      Andre Godin
      Principal Accounting Officer

36