Filing Details
- Accession Number:
- 0001654954-19-013139
- Form Type:
- 13D Filing
- Publication Date:
- 2019-11-18 17:03:04
- Filed By:
- Intellipharmaceutics International Inc.
- Company:
- Intellipharmaceutics Intl Inc (NASDAQ:IPCI)
- Filing Date:
- 2019-11-18
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Odidi Holdings Inc | 578,131 | 0 | 578,131 | 0 | 578,131 | 2.62% |
| Isa Odidi | 0 | 5,338,519 | 0 | 5,338,519 | 5,338,519 | 19.89% |
| Amina Odidi | 0 | 5,338,519 | 0 | 5,338,519 | 19.89% |
Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Act of 1934
(Amendment No. 6)*
| INTELLIPHARMACEUTICS
INTERNATIONAL INC. |
| (Name
of Issuer) |
| Common
Shares, no par value |
| (Title
of Class of Securities) |
| 458173309 |
| (CUSIP
Number) |
| |
| Odidi
Holdings Inc. 30
Worcester Road, Toronto, Ontario M9W 5X2 (416)
798-3001 Attention:
Amina Odidi, President and Chief Operating Officer |
| (Name,
Address and Telephone Number of Person Authorized
to receive Notices and Communications) |
| November
15, 2019 |
| (Date
of Event which Requires Filing of this Statement) |
If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. [
]
Note: Schedules filed in paper format
shall include a signed original and five copies of the Schedule,
including all exhibits. See Rule 13d-7 for other parties to whom
copies are to be sent.
* The
remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
|
CUSIP NO. 458173309 | | |
| 1. | NAMES
OF REPORTING PERSONS Odidi
Holdings Inc. | |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (A)
[x] (B) [
] | |
| 3. | SEC USE
ONLY | |
| 4. | SOURCE
OF FUNDS (SEE INSTRUCTIONS) OO | |
| 5. | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) or 2(E) [ ] | |
| 6. | CITIZENSHIP OR
PLACE OF ORGANIZATION Ontario,
Canada | |
| NUMBER
OF SHARES | 7. | SOLE
VOTING POWER 578,131 |
| BENEFICIALLY OWNED
BY | 8. | SHARED
VOTING POWER 0 |
| EACH REPORTING | 9. | SOLE
DISPOSITIVE POWER 578,131 |
| PERSON
WITH | 10. | SHARED
DISPOSITIVE POWER 0 |
| 11. | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 578,131 | |
| 12. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ] | |
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.62% | |
| 14. | TYPE OF
REPORTING PERSON* CO | |
| CUSIP NO. 458173309 | | |
| 1. | NAMES
OF REPORTING PERSONS Isa
Odidi | |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (A)
[x] (B) [
] | |
| 3. | SEC USE
ONLY | |
| 4. | SOURCE
OF FUNDS (SEE INSTRUCTIONS) PF | |
| 5. | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) or 2(E) [ ] | |
| 6. | CITIZENSHIP OR
PLACE OF ORGANIZATION Canada | |
| NUMBER
OF SHARES | 7. | SOLE
VOTING POWER 0 |
| BENEFICIALLY OWNED
BY | 8. | SHARED
VOTING POWER 5,338,519 (includes
578,131 shares held by Odidi Holdings Inc., 730,728 shares issuable
upon exercise of options and 4,029,660 shares issuable on
conversion of debt) |
| EACH REPORTING | 9. | SOLE
DISPOSITIVE POWER 0 |
| PERSON
WITH | 10. | SHARED
DISPOSITIVE POWER 5,338,519 (includes
578,131 shares held by Odidi Holdings Inc., includes 730,728 shares
issuable upon exercise of options and 4,029,660 shares issuable on
conversion of debt) |
| 11. | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,338,519 | |
| 12. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ] | |
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.89% | |
| 14. | TYPE OF
REPORTING PERSON* IN | |
| CUSIP NO. 458173309 | | |
| 1. | NAMES
OF REPORTING PERSONS Amina
Odidi | |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (A)
[x] (B) [
] | |
| 3. | SEC USE
ONLY | |
| 4. | SOURCE
OF FUNDS (SEE INSTRUCTIONS) PF | |
| 5. | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) or 2(E) [ ] | |
| 6. | CITIZENSHIP OR
PLACE OF ORGANIZATION Canada | |
| NUMBER
OF SHARES | 7. | SOLE
VOTING POWER 0 |
| BENEFICIALLY OWNED
BY | 8. | SHARED
VOTING POWER 5,338,519
(includes 578,131 shares held by Odidi Holdings Inc., 730,728
shares issuable upon exercise of options and 4,029,660 shares
issuable on conversion of debt) |
| EACH REPORTING | 9. | SOLE
DISPOSITIVE POWER 0 |
| PERSON
WITH | 10. | SHARED
VOTING POWER 5,338,519
(includes 578,131 shares held by Odidi Holdings Inc., 730,728
shares issuable upon exercise of options and 4,029,660 shares
issuable on conversion of debt) |
| 11. | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,338,519 | |
| 12. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ] | |
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.89% | |
| 14. | TYPE OF
REPORTING PERSON* IN | |
Item
1. Security and
Issuer.
Common
Shares of Intellipharmaceutics International Inc. (the
“Issuer”) with its principal executive offices at 30
WORCESTER ROAD TORONTO, ONTARIO M9W 5X2.
| Item
2. | Identity
and Background. |
This
Amendment No. 6 amends and supplements the Schedule 13D of Odidi
Holdings Inc., an Ontario, Canada corporation
(“Holdings”), Isa Odidi, an individual (“I.
Odidi”), and Amina Odidi, an individual (“A.
Odidi” and collectively with Holdings and I. Odidi, the
“Reporting Persons”), with respect to the common
shares, no par value (the “Common Shares”), of the
Issuer. Pursuant to Rule 13d-1(f)(1) promulgated under the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”), this Amendment No. 6 is being filed by the Reporting
Persons.
The
Reporting Persons are Canadian citizens and have their address at
30 Worcester Road, Toronto, Ontario M9W 5X2.
I.
Odidi is currently the Chairman, Chief Executive Officer and
Co-Chief Scientific Officer of the Issuer. A. Odidi is currently
President, Chief Operating Officer and Co-Chief Scientific Officer
and a Director of the Issuer.
During
the past 5 years, none of the Reporting Persons have been convicted
in a criminal proceeding.
During
the past 5 years, none of the Reporting Persons were party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
This
Amendment No. 6, the previous amendments to the Reporting
Persons’ Schedule 13D and the initial Schedule 13D are
hereinafter collectively referred to as the
“Statement.” Except as amended and supplemented hereby,
there has been no change in the information contained in the
Statement. The Reporting Persons are making this single, joint
filing because they have agreed to act as a “group”
within the meaning of Section 13(d)(3) of the Exchange
Act.
| Item
3. | Source
and Amount of Funds or Other Consideration. |
On
November 15 , 2019, the Issuer completed a private placement
financing of an unsecured convertible debenture to I. Odidi and A.
Odidi in the principal amount of $250,000 (the “2019
Convertible Debenture”), which will mature December 31, 2019.
The 2019 Convertible Debenture bears interest at a rate of 12% per
annum, payable monthly, is pre-payable at any time at the option of
the Issuer, and is convertible at any time into 2,083,333 Common Shares at a conversion
price of $0.12 per Common Share at the option of the holders. I.
Odidi and A. Odidi provided the Issuer with the $250,000 of
proceeds for the 2019 Convertible Debenture. I. Odidi and A. Odidi
utilized their personal funds to purchase the 2019 Convertible
Debenture.
The
foregoing description of the 2019 Convertible Debenture does not
purport to be complete and is qualified in its entirety by
reference to the document attached hereto as Exhibit 99.1, and such
document is incorporated herein by reference.
| Item
4. | Purpose
of Transaction. |
The
2019 Convertible Debenture was acquired by I. Odidi and A. Odidi
for investment purposes and to provide additional funds to the
Issuer for working capital and general corporate purposes and to
repay indebtedness of the Issuer and not with a view toward the
sale or other distribution of the 2019 Convertible
Debenture.
Depending
upon market conditions and other factors that they may deem
material to their investment decisions, I. Odidi and A. Odidi may
convert the 2019 Convertible Debenture into Common Shares or
dispose of the 2019 Convertible Debenture (or any underlying Common
Shares), and the Reporting Persons may otherwise make purchases of
additional securities of the Issuer, or may dispose of all or a
portion of the securities of the Issuer that they now own or
hereafter may acquire.
| Item
5. | Interest
in Securities of the Issuer. |
On
November 15, 2019, the Issuer sold the 2019 Convertible Debenture
to A. Odidi and I. Odidi.
On
November 15, 2019, there were 22,085,856 Common Shares of the
Issuer outstanding.
As of
the date of this Amendment No. 6, Holdings beneficially owned
578,131 Common Shares of the Issuer, comprising 2.62% of the issued
and outstanding Common Shares of the Issuer.
In
addition, as of the date of this Amendment No. 6, each of I. Odidi
and A. Odidi beneficially owned 5,338,519 and 5,338,519 Common
Shares of the Issuer, respectively, comprising 19.89% and 19.89% of
the issued and outstanding Common Shares, of the Issuer,
respectively.
Such
amounts include (i) 578,131 Common Shares of the Issuer owned of
record by Holdings, (ii) (a) 276,394 Common Shares of the Issuer
issuable upon exercise of immediately exercisable options jointly
owned by I. Odidi and A. Odidi (which amount gives effect to the
vesting in accordance with applicable vesting provisions) (b)
227,167 Common Shares of the Issuer issuable upon exercise of
immediately exercisable options beneficially owned by I. Odidi
(which amount gives effect to the vesting in accordance with
applicable vesting provisions) (c) 227,167 Common Shares of the
Issuer issuable upon exercise of immediately exercisable options
beneficially owned by A. Odidi (which amount gives effect to the
vesting in accordance with applicable vesting provisions) (totaling
from (a), (b) and (c) of the preceding section (ii) to be 730,728
Common Shares of the Issuer issuable upon exercise of immediately
exercisable options, which amount gives effect to the vesting in
accordance with applicable vesting provisions) (iii) 4,029,660
Common Shares of the Issuer Issuable upon conversion of (a) an
unsecured convertible debenture of the Issuer in an aggregate
principal amount outstanding of USD$500,000, the principal of which
is convertible at any time into an aggregate of up to 166,666
Common Shares of the Issuer at a price of USD$3.00; and (b) an
unsecured convertible debenture of the Issuer in an aggregate
principal amount outstanding of USD$1,050,000, the principal of
which is convertible at any time into an aggregate of up to
1,779,661 Common Shares of the Issuer at a price of USD$0.59 (the
“Previous Debentures”) and (c) 2,083,333 Common Shares
of the Issuer issuable pursuant to the 2019 Convertible
Debenture.
The
Common Shares reported herein as beneficially owned by I. Odidi and
A. Odidi do not include any Common Shares issuable upon exercise of
unvested options owned jointly or separately by I. Odidi and A.
Odidi which, as previously reported, vest upon the Issuer or its
subsidiaries attaining certain milestones related to FDA filings
and approvals for the Issuer’s drugs.
Accordingly,
immediately prior to the issuance of the 2019 Convertible
Debenture, and assuming the exercise of all vested options
(including options exercisable within 60 days) and the conversion
in full of the Previous Debentures, the Reporting Persons
beneficially owned an aggregate of 3,255,186 Common Shares,
representing approximately 13.2% of the Issuer’s outstanding
Common Shares (calculated on a partially diluted basis to give
effect to the exercise of the options and the Previous Debentures
referred to herein).
Immediately
following the issuance of the 2019 Convertible Debenture, and
assuming the exercise of all vested options (including options
exercisable within 60 days) and the conversion in full of both the
Previous Debentures and the 2019 Convertible Debenture, the
Reporting Persons beneficially own an aggregate of 5,338,519 Common
Shares, representing approximately 19.89% of the Issuer’s
outstanding Common Shares (calculated on a partially diluted basis
to give effect to the exercise of the options (including options
exercisable within 60 days), the Previous Debentures and 2019
Convertible Debenture referred to herein).
The
Reporting Persons affirm that no persons other than the Reporting
Persons have the right to receive, or have the power to direct the
receipt of, dividends from, or the proceeds from the sale of, the
Common Shares owned by the Reporting Persons.
Item
6.
Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6
of the Statement is hereby amended and supplemented as
follows:
Except
as described in Items 3, 4 and 5 of the Statement (as amended and
supplemented hereby), which are incorporated by reference in this
Item 6, there are no contracts, arrangements, understandings or
relationships with the Reporting Persons or any other person with
respect to the securities of the Issuer, including but not limited
to transfer or voting of any of the securities, finders' fees,
joint ventures, loan or option arrangements, puts or calls,
guaranties of profits, division of profits or loss or the giving or
withholding of proxies.
Item
7.
Material to be Filed as Exhibits.
The 12%
Convertible Term Debenture of Intellipharmaceutics International
Inc., dated November 15, 2019 is filed hereto as Exhibit
99.1.
| | | | | | ||
|
Exhibit No. | |
Description of Document | ||||
| | | | ||||
| 99.1* | | 12%
Convertible Term Debenture of Intellipharmaceutics International
Inc., dated November 15, 2019. | ||||
| | | | ||||
*Filed
herewith.
SIGNATURE
After
reasonable inquiry, and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this
statement is true, complete and correct.
DATE:
November 18, 2019
| | ODIDI
HOLDINGS INC. | | ||
| | | | | |
| | | | | |
| | By: | /s/
Amina Odidi | ||
| | | Name: | Amina
Odidi | |
| | | Title: | President | |
| | | | | |
| | | | | |
| | /s/ Isa
Odidi | | ||
| | Isa
Odidi | | ||
| | | | | |
| | | | | |
| | /s/
Amina Odidi | | ||
| | Amina
Odidi | | ||