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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 March ~~September 30~~31, ~~2023~~2024

[ ] 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)~~

(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:

174,658,~~097~~ 096 shares of the issuer's common stock, par value $.00001 per share, were issued and outstanding as of May ~~November 9~~14, ~~2023~~2024.

IntelGenx Technologies Corp.

Form 10-Q

TABLE OF CONTENTS

~~PART I. FINANCIAL INFORMATION~~	PART I. FINANCIAL INFORMATION	1
Item 1. Financial Statements	3
Item 1.	Financial Statements	1
~~Consolidated Balance Sheet~~	4Consolidated Balance Sheet	2
~~Statement of Shareholders' Equity~~	5Statement of Shareholders' Equity	3
~~Statement of Operations and Comprehensive Loss~~	6Statement of Operations and Comprehensive Loss	4
~~Statement of Cash Flows~~	7Statement of Cash Flows	5
~~Notes to Financial Statements~~	8Notes to Financial Statements	6
Item 2. Management's Discussion and Analysis and Results of Operations	24
Item 2.	Management's Discussion and Analysis and Results of Operations	23
Item 3. Controls and Procedures
Item 3.	Controls and Procedures
~~PART II. OTHER INFORMATION~~	39PART II. OTHER INFORMATION	35
Item 1. Legal Proceedings	39
Item 1.	Legal Proceedings	35
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3. Defaults upon Senior Securities	39
Item 3.	Defaults upon Senior Securities	35
Item 4. Reserved	39
Item 4.	Reserved	35
Item 5. Other Information	39
Item 5.	Other Information	36
Item 6. Exhibits	40
Item 6.	Exhibits	36
~~Signatures~~	40Signatures	36

IntelGenx Technologies Corp.

Consolidated ~~Interim~~ Financial Statements

~~September~~March 3031, ~~2023~~2024

(Expressed in U.S. Funds)

(Unaudited)

Contents

Consolidated Balance Sheet	42
Consolidated Statement of Shareholders' Deficit	53
Consolidated Statement of Comprehensive Loss	64
Consolidated Statement of Cash Flows	75
Notes to Consolidated Financial Statements	86 - 2322

IntelGenx Technologies Corp.

Consolidated Balance Sheet

(Expressed in Thousands of U.S. Dollars ($~~000~~'s000) Except Share and Per Share Data)

(Unaudited)

		September 30, 2023			December 31, 2022
		March 31, 2024			December 31, 2023
Assets
Current
Cash	$	~~1,904~~772		$	12,~~210~~282
Short-term investments		173			1,317
Accounts receivable		618			622
Accounts receivable		606			709
Prepaid expenses		239			223
Prepaid expenses		282			137
Investment tax credits receivable		201			168
Investment tax credits receivable		91			159
Security deposits		74			75
Security deposits		74			194
Inventory (note 4)		173			71
Inventory (note 4)		81			62
Total current assets		2,077			3,441
Total current assets		3,211			3,788
Leasehold improvements and equipment, net (note 5)		3,682			3,958
Leasehold improvements and equipment, net (note 5)		3,976			4,425
Security deposits		244			250
Security deposits		245			245
Operating lease right-of-use-asset		545			633
Operating lease right-of-use-asset		681			732
Total assets	$	6,548		$	8,282
Total assets	$	8,113		$	9,190
Liabilities
Current
Accounts payable and accrued liabilities		3,~~193~~023			2,~~102~~661
Current portion of operating lease liability (note 12)		243			236
Accrued interest expense (note 9)		1,426			1,249
Current portion of finance lease liability (note 12)		89			36
Current portion of operating lease liability (note 13)		242			248
Deferred revenue		291			-
Current portion of finance lease liability (note 13)		82			90
Total current liabilities		3,816			2,374
Deferred revenue		1,009			1,118
Long-term debt (note 7)		8,500			5,500
Convertible notes (note 7)		2,585			2,557
Convertible notes (note 8)		6,371			4,272
Term loan (note 8)		500			500
Operating lease liability (note 12)		275			425
Loan payable (note 9)		7,649			-
Finance lease liability (note 12)		57			42
Total current liabilities		16,516			8,423
Total liabilities		19,019			12,613
Loan payable (note 9)		670			7,401
Contingencies (note 15)
Convertible notes (note 7)		4,538			4,438
Operating lease liability (note 13)		170			230
Finance lease liability (note 13)		20			37
Total liabilities		21,914			20,529
Contingencies (note 16)		-			-
Shareholders' deficit
Capital stock, common shares, $0.00001 par value; 450,000,000 shares authorized; 174,658,096 shares issued and outstanding (2022: 174,646,196 common shares) (note 9)		1			1
Capital stock, common shares, $0.00001 par value; 580,000,000 shares authorized; 174,658,096 shares issued and outstanding (2023: 174,658,096 common shares) (note 10)		1			1
Additional paid-in capital (note 10)		68,337			67,340
Additional paid-in capital (note 11)		69,262			68,662
Accumulated deficit		(7782,~~077~~484	)		(6878,~~530~~457	)
Accumulated other comprehensive loss		(2,~~167~~145	)		(2,~~234~~453	)
Total shareholders' deficit		(1015,~~906~~366	)		(312,~~423~~247	)
	$	86,~~113~~548		$	98,~~190~~282

See accompanying notes

Approved on Behalf of the Board:

/s/ Bernd J. Melchers Director /s/ Horst G. Zerbe Director

IntelGenx Technologies Corp.

Consolidated Statement of Shareholders' ~~Equity~~Deficit

~~For the~~ Period Ended ~~September~~March 3031, ~~2023~~2024

(Expressed in Thousands of U.S. Dollars ($~~000~~'s000) Except Share and Per Share Data)

(Unaudited)

										Accumulated
					Additional					Other			Total	~~Total~~
	Capital Stock				Paid-In		Accumulated			Comprehensive			Shareholders'	~~Shareholders'~~
	Number		Amount		Capital		Deficit			Loss			Deficit	~~Deficit~~
Balance - December 31, 2022	174,646,196	$	1	$	67,340	$	(68,530	)	$	(2,234	)	$	(3,423		)
Balance - December 31, 2023	174,658,096	$	1	$	68,662	$	(78,457	)	$	(2,453	)	$	(12,247	)
Other comprehensive income	-		-		-		-			67308			67308
Issuance of warrants to atai Life Sciences (net of transaction costs of $82) (note 8)	-		-		693		-			-			693
Issuance of warrants to atai Life Sciences (net of transaction costs of $11) (note 9)	-		-		300		-			-			300
Stock options exercised (note 10)	11,900		-		2		-			-			2
Stock-based compensation (note 11)	-		-		300		-			-			300
Agents' warrants issued (note 8)	-		-		19		-			-			19
Net loss for the period	-		-		-		(4,027	)		-			(4,027	)
Stock-based compensation (note 10)	-		-		283		-			-			283
Balance - March 31, 2024	174,658,096	$	1	$	69,262	$	(82,484	)	$	(2,145	)	$	(15,366	)
Net loss for the period	-		-		-		(8,547	)		-			(8,547		)
Balance - September 30, 2023	174,658,096	$	1	$	68,337	$	(77,077	)	$	(2,167	)	$	(10,906		)

See accompanying notes

IntelGenx Technologies Corp.

Consolidated Statement of Comprehensive Loss

(Expressed in Thousands of U.S. Dollars ($~~000~~'s000) Except Share and Per Share Data)

(Unaudited)

		For the Three-Month Period						For the Nine-Month Period
		For the Three-Month PeriodEnded March 31,
		Ended September 30,						Ended September 30,
		2024			2023
		2023			2022			2023			2022
Revenues (note 12)	$	174		$	162
Revenues (note 11)	$	318		$	142		$	613		$	777
Total revenues		174			162
Total revenues		318			142			613			777
Expenses
Expenses
Research and development expense		789			822
Research and development expense		867			704			2,503			2,289
Manufacturing expense		484			472
Manufacturing expenses		283			429			1,192			1,381
Selling, general and administrative expense		1,934			1,295
Selling, general and administrative expense		1,338			1,204			3,851			3,405
Depreciation of tangible assets		202			192
Depreciation of tangible assets		200			196			587			587
Total expenses		3,409			2,781
Total expenses		2,688			2,533			8,133			7,662
Operating loss		(3,235	)		(2,619	)
Operating loss		(2,370	)		(2,391	)		(7,520	)		(6,885	)
Interest income		-			14
Finance and interest income		1			1			28			2
Financing and interest expense		(792	)		(319	)
Financing and interest expense		(390	)		(286	)		(1,055	)		(1,063	)
Net financing and interest expense		(792	)		(305	)
Net financing and interest expense		(389	)		(285	)		(1,027	)		(1,061	)
Net loss		(4,027	)		(2,924	)
Net loss		(2,759	)		(2,676	)		(8,547	)		(7,946	)
Other comprehensive income
Other comprehensive income (loss)
Change in fair value		-			1
Foreign currency translation		213			27			36			55
Foreign currency translation adjustment		308			3
Change in fair value		(1	)		(326	)		31			(1,348	)
		308			4
		212			(299	)		67			(1,293	)
Comprehensive loss	$	(3,719	)	$	(2,920	)
Comprehensive loss	$	(2,547	)	$	(2,975	)	$	(8,480	)	$	(9,239	)
Basic and diluted:
Basic and diluted weighted average number of shares outstanding		174,658,096			174,621,253			174,653,388			161,446,007
Weighted average number of shares outstanding		174,658,096			174,646,196
Basic and diluted loss per common share (note 14)	$	(0.01	)	$	(0.02	)	$	(0.05	)	$	(0.06	)
Basic and diluted loss per common share (note 15)	$	(0.02	)	$	(0.02	)

See accompanying notes

IntelGenx Technologies Corp.

Consolidated Statement of Cash Flows

(Expressed in thousands of U.S. Dollars ($000's) Except Share and Per Share Data)(Unaudited)

(Unaudited)

		For the Three-Month Period
		Ended March 31,
		2024			2023
Funds (used) provided -
Operating activities
Net loss	$	(4,027	)	$	(2,924	)
Depreciation of tangible assets		202			192
Stock-based compensation		300			11
Accretion expense		381			48
DSU expense		244			144
Lease non-cash expense		(2	)		1
		(2,902	)		(2,528	)
Changes in non-cash items related to operations:
Accounts receivable		4			119
Prepaid expenses		(16	)		(75	)
Investment tax credits receivable		(33	)		(37	)
Inventory		(102	)		(8	)
Accounts payable and accrued liabilities		125			267
Accrued interest expense		177			-
Deferred revenues		(109	)		-
Net change in non-cash items related to operations		46			266
Net cash used in operating activities		(2,856	)		(2,262	)
Financing activities
Finance lease payments		(22	)		(9	)
Issuance of convertible loan		1,000			3,000
Transaction costs of convertible loan		(35	)		-
Net proceeds from convertible notes		-			697
Transaction costs of convertible notes		-			(40	)
Net cash provided by financing activities		943			3,648
Investing activities
Additions to leasehold improvements and equipment		-			(74	)
Net cash used in investing activities		-			(74	)
(Decrease) increase in cash		(1,913	)		1,312
Effect of foreign exchange on cash		403			(2	)
Cash
Beginning of period		2,282			1,210
End of period	$	772		$	2,520

		For the Three-Month Period						For the Nine-Month Period
		Ended September 30,						Ended September 30,
		2023			2022			2023			2022
Funds (used) provided -
Operating activities
Net loss	$	(2,759	)	$	(2,676	)	$	(8,547	)	$	(7,946	)
Depreciation of tangible assets		200			196			587			587
Stock-based compensation		103			31			283			94
Accretion expense		65			43			169			226
DSU expense		(103	)		(58	)		57			(143	)
Interest paid by issuance of common shares		-			171			-			171
Lease non-cash expense		-			1			1			2
		(2,494	)		(2,292	)		(7,450	)		(7,009	)
Changes in non-cash items related to operations:
Accounts receivable		92			(1	)		103			91
Prepaid expenses		(57	)		8			(145	)		(7	)
Investment tax credits receivable		116			132			68			343
Inventory		2			8			(19	)		(18	)
Security deposits		120			-			120			(9	)
Accounts payable and accrued liabilities		504			66			1,033			(165	)
Deferred revenues		291			-			291			(189	)
Net change in non-cash items related to operations		1,068			213			1,451			46
Net cash used in operating activities		(1,426	)		(2,079	)		(5,999	)		(6,963	)
Financing activities
Issuance of loan		-			-			3,000			3,000
Finance lease payments		(16	)		(7	)		(36	)		(25	)
Proceeds from atai private placement		2,220			-			2,220			-
Transactions costs of atai private placement		(234	)		-			(234	)		-
Proceeds from exercise of stock options		-			-			2			-
Net proceeds from convertible notes		-			-			697			-
Transaction costs of convertible notes		-			-			(40	)		-
Net cash provided by (used in) financing activities		1,970			(7	)		5,609			2,975
Investing activities
Additions to leasehold improvements and equipment		(20	)		(141	)		(117	)		(247	)
Redemption of short-term investments		600			1,500			1,175			7,219
Acquisition of short-term investments		-			-			-			(5,739	)
Net cash provided by investing activities		580			1,359			1,058			1,233
Increase (decrease) in cash		1,124			(727	)		668			(2,755	)
Effect of foreign exchange on cash		302			250			26			308
Cash
Beginning of period		478			1,975			1,210			3,945
End of period	$	1,904		$	1,498		$	1,904		$	1,498

See accompanying notes

IntelGenx Technologies Corp.

Notes to Consolidated Interim Financial Statements
March 31, 2024
(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, ~~2022~~2023. Operating results for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2023~~2024. IntelGenx Technologies Corp. (and collectively with IntelGenx Corp., our wholly-owned Canadian subsidiary, "IntelGenx" or the "Company") prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America ("USA"). 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 IntelGenx Technologies Corp. and IntelGenx Corp. 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, proceeds from issuance of convertible notes and debentures, bank loans, royalty, up-front and milestone payments, license fees, proceeds from exercise of warrants and options, and research and development revenues. 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 ~~September~~March 3031, ~~2023~~2024, the Company had ~~cash and short-term investments totaling~~ approximately $2772,~~077~~000 in cash. 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. Therefore, ~~Management's~~management plans to ~~alleviate~~explore ~~these~~any ~~conditions~~available ~~include~~strategic ~~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:~~alternatives.

~~Raise~~Depending ~~funding~~on ~~through~~ the ~~possible~~strategic ~~sale~~alternatives ofavailable and if the Company's ~~common~~is ~~stock~~unable to raise further capital when needed or on attractive terms, ~~including~~or ~~public~~if it is unable to procure partnership arrangements to advance its programs, the Company would be forced to potentially delay, reduce or ~~private~~eliminate ~~equity~~some ~~financings~~of its research and development programs and commercial activities.

2. Going Concern (Cont'd)

Raise funding through debt financing.

Continue to seek partners to advance product pipeline.

Expand oral film manufacturing activities.

Initiate contract oral film manufacturing activities.

If the Company is unable to raise further 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 potentially delay, reduce or eliminate some of its research and development programs and commercial activities.

The accompanying consolidated 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 consolidated 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.

IntelGenx Technologies Corp.

Notes to Consolidated Interim Financial Statements
March 31, 2024
(Expressed in U.S. Funds)
(Unaudited)

3. Significant Accounting Policies

Revenue Recognition

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 residual 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.

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.

Product revenue

The Company recognizes revenue from the sale of its products when the following conditions are met:; delivery has occurred; the price is fixed or determinable; the collectability is ~~reasonably~~reasonable assured and persuasive evidence of an arrangement exists.

3. Significant Accounting Policies (Cont'd)

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.

IntelGenx Technologies Corp.

Notes to Consolidated Interim Financial Statements
March 31, 2024
(Expressed in U.S. Funds)
(Unaudited)

3. Summary of Significant Accounting Policies (Cont'd)

Licensing and Collaboration Arrangements

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.

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:

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

3. Significant Accounting Policies (Cont'd)

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.

IntelGenx Technologies Corp.

Notes to Consolidated Interim Financial Statements
March 31, 2024
(Expressed in U.S. Funds)
(Unaudited)

3. Summary of Significant Accounting Policies (Cont'd)

Leases

Leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: the lease transfers ownership of the asset by the end of the lease term, the lease contains an option to purchase the asset that is reasonably certain to be exercised, the lease term is for a major part of the remaining useful life of the asset or the present value of the lease payments equals or exceeds substantially all of the fair value of the asset. A lease is classified as an operating lease if it does not meet any one of these criteria.

Substantially all of the Company's operating leases are comprised of office space and property leases. The finance leases are comprised of laboratory equipment leases.

For all leases at the lease commencement date, a right-of-use asset and a lease liability are recognized. The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease.

The right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any initial costs incurred, consisting mainly of brokerage commissions, less any lease incentives received. All right-of-use assets are reviewed for impairment. The lease liability is initially measured as the present value of the lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's secured incremental borrowing rate for the same term as the underlying lease.

Lease payments included in the measurement of the lease liability comprise the following: the fixed noncancelable lease payments, payments for optional renewal periods where it is reasonably certain the renewal period will be exercised, and payments for early termination options unless it is reasonably certain the lease will not be terminated early.

Lease modifications result in remeasurement of the lease liability.

Lease expense for operating leases consists of the lease payments plus any initial direct costs, primarily brokerage commissions, and is recognized on a straight-line basis over the lease term. Included in lease expense are any variable lease payments incurred in the period that were not included in the initial lease liability.

The Company has elected not to recognize right-of-use assets and lease liabilities for short-tern leases that have a term of 12 months or less. The effect of short-term leases on our right-of-use asset and lease liability was not material.

4. Inventory

Inventory as at ~~September~~March 3031, ~~2023~~2024 consisted of raw materials in the amount of $81173,000 ~~thousand~~ (~~2022:~~2023 ~~$62~~- ~~thousand~~$71,000).

IntelGenx Technologies Corp.

Notes to Consolidated Interim Financial Statements
March 31, 2024
(Expressed in U.S. Funds)
(Unaudited)

5. Leasehold Improvements and Equipment

September 30, 2023

December 31,2022

2024

2023

Accumulated

Net Carrying

Cost

Depreciation

Amount

Manufacturing equipment

4,~~606~~675,000

12,~~917~~058,000

2,~~689~~617,000

2,~~894~~755,000

Laboratory and office equipment

1,~~585~~582,000

1,~~191~~229,000

~~394~~353,000

~~419~~382,000

Computer equipment

~~155~~157,000

~~124~~131,000

3126,000

3429,000

Leasehold improvements

3,~~312~~286,000

2,~~450~~600,000

~~862~~686,000

1792,~~078~~000

9,~~658~~700,000

56,~~682~~018,000

3,~~976~~682,000

43,~~425~~958,000

As at ~~September~~March 3031, ~~2023~~2024, no depreciation has been recorded on manufacturing equipment in the amount of $1,~~718~~793,000 ~~thousand~~ (~~2022~~2023 - $1,~~715 thousand~~838,000) as this equipment is not yet in use.

6. Bank Indebtedness

The Company's credit facility is subject to review annually and consists of corporate credits cards of up to CAD$50,000 ~~thousand~~ ($37 ~~thousand~~,000) and $30 ~~thousand~~,000, and foreign exchange contracts limited to CAD$425,000 ~~thousand~~ ($314 ~~thousand~~,000).

7. ~~Loan~~Convertible ~~Payable~~Notes

~~atai~~Current Life Sciences ("atai") has granted to the Company a secured loan in the amount of $8,500,000, bearing interest at 8%. The loan is guaranteed by the Company and secured by all present and future movable property, rights and assets of the Company, excluding any intellectual property or technology controlled or owned by the Company. liabilities

On ~~August~~October 3115, ~~2023~~2020, the Company ~~entered~~announced ~~into~~the closing of an ~~amending~~offering ~~agreement~~by ~~(the~~way ~~"Amending~~of ~~Agreement")~~private inplacement ~~respect~~to ofcertain investors in the ~~amended~~United ~~and~~States ~~restated~~of ~~loan~~$1.2 ~~agreement~~million ~~dated~~principal asamount of ~~September~~8% 14convertible notes due October 15, ~~2021~~2024. ~~(the~~The ~~"Loan~~Notes ~~Agreement")~~will ~~between~~bear ~~the~~interest ~~Company~~at a rate of 8% per annum, aspayable ~~borrower~~quarterly, and ~~atai,~~will asbe ~~lender~~convertible ~~pursuant~~into toshares ~~which,~~of ~~among~~common ~~other~~stock ~~things,~~of the ~~maturity~~Company ~~date~~beginning 6 months after their issuance at a price of $0.18 per Share. The Company intends to use the ~~Loan~~proceeds ~~Agreement~~of ~~was~~the ~~extended~~Offering ~~from~~for ~~January~~working 5,capital ~~2024~~purposes. toIn ~~January~~connection 5,with ~~2025~~the Offering, ~~and~~ the Company ~~granted~~paid ~~additional~~to ~~security~~an toagent ~~atai~~a ~~over~~cash ~~any~~commission ~~non-licensed~~of ~~intellectual~~approximately ~~property~~$85,000 ofin the ~~Company~~aggregate (and issued non-transferable warrants to the ~~"Loan~~agent, ~~Amendment"). The~~entitling ~~transaction~~the isholder ~~accounted~~to ~~for~~purchase as482,000 acommon ~~modification.~~shares ~~The~~at ~~impact~~a price of ~~the~~$0.18 ~~modification~~per onShare ~~the~~until ~~financial~~October ~~statements~~15, ~~was insignificant~~2022.

12On October 23, 2020, the Company announced the closing of a second tranche of the Notes to certain investors in the United States of $557,000 principal amount of 8% convertible notes due Oct 15, 2024. The Notes bear interest at a rate of 8% per annum, payable quarterly, and are convertible into shares of common stock of the Company beginning 6 months after their issuance at a price of $0.18 per Share. In connection with the Offering, the Company paid to an agent a cash commission of approximately $39,000 in the aggregate and issued non-transferable warrants to the agent, entitling the holder to purchase 222,800 common shares at a price of $0.18 per Share until October 15, 2022.

~~7. Loan Payable (Cont'd)~~10

OnIntelGenx ~~September~~Technologies ~~30,~~Corp. ~~2023,~~Notes ~~the Company and atai also agreed, subject~~ to ~~obtaining~~Consolidated ~~TSX~~Interim ~~and~~Financial ~~Shareholder~~StatementsMarch ~~approvals~~31, ~~to enter into a second amendment to the Loan Agreement~~ 2024(~~the~~Expressed ~~"Second~~in ~~Amendment") to provide, among other things, for the ability for atai to convert the principal and accrued interest outstanding under the Loan Agreement into Shares~~U.S. Funds)(Unaudited)

~~The~~7. Convertible ~~interest~~Notes ~~for the nine-month period ended September 30, 2023 amounts to $501,000~~ (~~2022: $311,000~~Cont'd) ~~and is recorded in financing and interest expense.~~

~~The~~Management ~~components~~has determined the value of the ~~Company~~agents's ~~debt~~warrants ~~are~~to asbe ~~follows:~~$44,000.

	September 30, 2023$	December 31, 2022$
Loan payable to atai	8,500	5,500
Total debt	8,500	5,500
Less: current portion	-	-
Total long-term debt	8,500	5,500

The convertible notes have been recorded as a liability. Total transactions costs in the amount of $268,000 were recorded against the liability. The accretion expense for the three-month period ended March 31, 2024 amounts to $18,000 (2023: $16,000). The warrants have been recorded as equity.

~~8. Convertible~~The ~~Notes~~components of the convertible notes are as follows:

On August 31, 2023 the Company announced the closing of the first tranche of a non-brokered private placement (the "Offering") of units ("Units") from atai for aggregate gross proceeds of approximately US$3 million, including US$750,000 to be received by the Company pursuant to the Subsequent atai Subscription (as defined below) once the Shareholder Approvals (as defined below) have been obtained.

		March 31, 2024		December 31, 2023
Attributed value of net proceeds to convertible notes	$	1,397,000	$	1,397,000
Accretion		211,000		193,000
Convertible note	$	1,608,000	$	1,590,000

The interest on the convertible notes for the three-month period ended March 31, 2024 amounts to $33,000 (2023: $33,000). The interest is recorded in financing and interest expense.

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), matured 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	$	1,627,000	$	167,000	$	1,460,000
Convertible notes		1,086,000		111,000		975,000
Warrants		487,000		50,000		437,000
	$	3,200,000	$	328,000	$	2,872,000

IntelGenx Technologies Corp.

Notes to Consolidated Interim Financial Statements
March 31, 2024
(Expressed in U.S. Funds)
(Unaudited)

7. Convertible Notes (Cont'd)

On May 19, 2021, the noteholders approved the amendment of the terms of the convertible notes. The maturity date of the convertible notes was extended from June 1, 2021 to October 31, 2024, the interest rate of the notes increased from 6% to 8%, and the conversion price was reduced from $0.80 to $0.44. These amendments were accounted for as an extinguishment and the notes were re-measured at fair value on June 1, 2021. This re-measurement resulted in a gain on extinguishment in the amount of $151,000 recognized in finance and interest income.

The components of the convertible notes subsequent to the amendments are as follows:

		March 31, 2024			December 31, 2023
Face value of the convertible notes	$	909,000		$	909,000
Transaction costs		(29,000	)		(29,000	)
Accretion		97,000			87,000
Convertible notes	$	977,000		$	967,000

The convertible notes have been recorded as a liability. Total transactions costs in the amount of $29,000 were recorded against the liability. The accretion expense for the three-month period ended March 31, 2024 amounts to $10,000 (2023: $8,000).

The interest on the convertible notes for the three-month period ended March 31, 2024 amounts to $20,000 (2023: $20,000) and is recorded in financing and interest expense.

Long-term liabilities

On August 31, 2023 the Company announced the closing of the first tranche of a non-brokered private placement (the "Offering") of units ("Units") from atai for aggregate gross proceeds of approximately US$3 million, including US$750,000 received by the Company pursuant to the Subsequent atai Subscription (as defined below) upon Shareholder Approvals (as defined below).

Pursuant to the Offering, (i) United States subscribers can subscribe for Units (the "US Units") at a price of US$1,000 per US Unit, each US Unit being comprised of a US$1,000 principal amount convertible promissory note (the "US Notes") and 5,405 common stock purchase warrants (the "US Warrants").

The US Notes are convertible into shares of common stock of the Company (the "Shares") at the option of the holder at a price of US$0.185 (the "US Conversion Price"), at anytime from the date that is six (6) months following their issuance up to and including August 31, 2026, and bear interest at 12% per annum, payable quarterly, in arrears, with first payment due September 30, 2023 and every 3 months thereafter. The US Warrants entitle the holders thereof to purchase Shares at a price of US$0.26 per Share, for a period of 3 years following their issuance.

atai, a significant shareholder and partner of the Company, subscribed for 2,220 US Units for aggregate gross proceeds to the Company of US$2,220,000 (the "Initial atai Proceeds"). In addition, atai committed to subscribe for an additional 750 US Units for additional aggregate proceeds to the Company of US$750,000 (collectively with the Initial atai Proceeds, the "atai Proceeds") on the same terms (the "Subsequent atai Subscription"), subject to the Company obtaining the Shareholder Approvals, which it did on November 28, 2023.

1312

8IntelGenx Technologies Corp. ~~Convertible~~ Notes to Consolidated Interim Financial StatementsMarch 31, 2024(~~Cont'd~~Expressed in U.S. Funds)(Unaudited)

7. Convertible Notes (Cont'd)

On September 30, 2023, the Company and atai agreed, subject to obtaining TSX approval and the Shareholder Approvals, to enter into an amendment (the "Subscription Agreement Amendment") to the subscription agreement entered into by and between the Company and atai in connection with the Offering to provide atai with the right (the "Call Option") to purchase up to an additional 7,401 US Units (the "Call Option Units") at any time prior to August 31, 2026. The Call Option Units, to the extent atai exercises the Call Option in whole or in part, will be issued on the same terms as the US Units, including with respect to the US Conversion Price, maturity date, interest rate and the number of warrants issued in connection therewith. The Subscription Agreement Amendment will provide that the issuance of any Call Option Units will result in a corresponding reduction in atai's remaining purchase right pursuant to the amended and restated securities purchase agreement dated May 14, 2021, which such right to be reduced by the number of Shares issuable upon the conversion of the principal amount outstanding under such issued Call Option Units.

IntelGenx intends to use the proceeds of the Offering to fund the Company's wholly-owned Canadian subsidiary, continuing formulation and development efforts related to ongoing collaborations between IGXT and atai as well as working capital and expenses related to the Offering.

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	~~Net proceeds~~
Convertible notes	$	1,~~445~~969,000	$	~~152~~169,000	$	$1,800,000	~~1,293~~
Warrants		~~775~~1,001,000		8289,000		912,000	~~693~~
	$	2,~~200~~970,000	$	~~234~~258,000	$	$2,712,000	~~1,986~~

The convertible notes have been recorded as a liability. Total transactions costs in the amount of $~~152~~169,000 ~~thousand~~ were recorded against the liability. The accretion expense for the ~~nine~~three-month period ended ~~September~~March 3031, ~~2023~~2024 amounts to $967,000 (~~2022~~2023: $Nil). The warrants have been recorded as equity.

The components of the convertible notes are as follows:

		September 30, 2023
		March 31, 2024		December 31, 2023
Attributed value of net proceeds to convertible notes	$	1,~~293~~800,000	$	1,800,000
Accretion		9134,000		67,000
Convertible notes	$	1,~~302~~934,000	$	1,867,000

The interest on the convertible notes for the ~~nine~~three-month period ended ~~September~~March 3031, ~~2023~~2024 amounts to $2290,000 ~~thousand~~ (~~2022~~2023: $Nil) and is recorded in financing and interest expense.

The proceeds of the Units are attributed to liability and equity components based on the fair value of each component. Management has determined the value attributed to the warrants to be ~~issued upon shareholder approval is~~ $~~693~~912, ~~resulting in an increase in additional paid-in-capital of $693~~000.

1413

8IntelGenx Technologies Corp. ~~Convertible~~ Notes to Consolidated Interim Financial StatementsMarch 31, 2024(~~Cont'd~~Expressed in U.S. Funds)(Unaudited)

On March 21, 2023, the Company announced the closing of an offering by way of private placement to certain investors in the United States of $763 thousand principal amount of 10% convertible notes due March 1, 20277. Convertible ~~The~~ Notes will bear interest at a rate of 10% per annum, payable quarterly, and will be convertible into shares of common stock of the Company beginning 6 months after their issuance at a price of $0.20 per Share. The Company intends to use the proceeds of the Offering to finance the Company(Cont's Rizaport and Buprenorphine programs as well as for working capital. In connection with the Offering, the Company paid to an agent a cash commission of approximately $53,000 in the aggregate and issued non-transferable warrants to the agent, entitling the holder to purchase 304,000 common shares at a price of $0.20 per Share until March 21, 2025.d)

On March 21, 2023, the Company announced the closing of an offering by way of private placement to certain investors in the United States of $763,000 principal amount of 10% convertible notes due March 1, 2027. The Notes will bear interest at a rate of 10% per annum, payable quarterly, and will be convertible into shares of common stock of the Company beginning 6 months after their issuance at a price of $0.20 per Share. The Company intends to use the proceeds of the Offering to finance the Company's Rizaport and Buprenorphine programs as well as for working capital. In connection with the Offering, the Company paid to an agent a cash commission of approximately $53,000 in the aggregate and issued non-transferable warrants to the agent, entitling the holder to purchase 304,000 common shares at a price of $0.20 per Share until March 21, 2025.

Management has determined the value of the agents' warrants to be $19,000.

The convertible notes have been recorded as a liability. Total transactions costs in the amount of $126,000 ~~thousand~~ were recorded against the liability. The accretion expense for the ~~nine~~three-month period ended ~~September~~March 3031, ~~2023~~2024 amounts to $137,000 (~~2022~~2023: $~~Nil~~1,000). The warrants have been recorded as equity.

The components of the convertible notes are as follows:

		September 30, 2023
		March 31, 2024			December 31, 2023
Face value of the convertible notes	$	763,000		$	763,000
Transaction costs		(126,000	)		(126,000	)
Accretion		1326,000			19,000
Convertible notes	$	~~650~~663,000		$	656,000

The interest on the convertible notes for the ~~nine~~three-month period ended ~~September~~March 3031, ~~2023~~2024 amounts to $4019,000 (~~2022~~2023: $~~Nil~~2,000) and is recorded in financing and interest expense.

On August 5, 2021, the Company announced the closing of an offering by way of private placement to certain investors in the United States of $2.1 million principal amount of 8% convertible notes due July 31, 2025. The Notes ~~will~~ bear interest at a rate of 8% per annum, payable quarterly, and ~~will~~are be convertible into shares of common stock of the Company beginning 6 months after their issuance at a price of $0.40 per Share. The Company intends to use the proceeds of the Offering for the Montelukast clinical program. In connection with the Offering, the Company paid to an agent a cash commission of approximately $199,525 in the aggregate and issued non-transferable warrants to the agent, entitling the holder to purchase 613,000 common shares at a price of $0.40 per Share until August 4, 2023. On May 8, 2023, the expiry date of these warrants was extended by an additional 12 months to August 4, 2024. The impact of the modification on the financial statements was insignificant.

Management has determined the value of the agents' warrants to be $164,000.

The convertible notes have been recorded as a liability. Total transactions costs in the amount of $403,000 ~~thousand~~ were recorded against the liability. The accretion expense for the ~~nine~~three-month period ~~September~~ended 30March 31, ~~2023~~2024 amounts to $7226,000 (~~2022~~2023: $6323,000). The warrants have been recorded as equity.

1514

8IntelGenx Technologies Corp. ~~Convertible~~ Notes to Consolidated Interim Financial StatementsMarch 31, 2024(~~Cont'd~~Expressed in U.S. Funds)(Unaudited)

7. Convertible Notes (Cont'd)

The components of the convertible notes are as follows:

		September 30, 2023			December 31,2022
		March 31, 2024			December 31, 2023
Face value of the convertible notes	$	2,101,000		$	2,101,000
Transaction costs		(403,000	)		(403,000	)
Accretion		~~191~~243,000			~~119~~217,000
Convertible notes	$	1,~~889~~941,000		$	1,~~817~~915,000

The interest on the convertible notes for the ~~nine~~three-month period ended ~~September~~March 3031, ~~2023~~2024 amounts to $~~126~~42,000 (~~2022~~2023: $~~126~~42,000) and is recorded in financing and interest expense.

~~On May~~ 8~~, 2018, the Company closed its previously announced offering by way of private placement (the "Offering")~~. Term 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.loan

~~Each~~On ~~Unit~~December is5, ~~comprised~~2023, ofatai Life Sciences (i"atai") ~~7,940~~has ~~common~~granted ~~shares~~to of the ~~Corporation~~Company ~~("Common~~a ~~Shares"),~~secured ~~(ii)~~term aloan for $5500,000, ~~convertible~~bearing 6%interest ~~note~~at (a14%. ~~"Note"),~~Principal of and ~~(iii)~~interest ~~7,690~~on ~~warrants~~this Term Loan from time to ~~purchase~~time ~~common~~outstanding ~~shares~~shall ofbe ~~the~~due ~~Corporation~~and payable from thirty five percent (~~"Warrants"~~35%). ~~Each~~of ~~Note~~the ~~bears~~proceeds ~~interest~~of ateach aclosing ~~rate~~ of 6%equity ~~(payable~~financing ~~quarterly,~~until the principal balance and any outstanding balance is paid in ~~arrears,~~full. ~~with~~Regardless ~~the~~of ~~first~~whether ~~payment~~any ~~being~~closing ~~due~~of onequity ~~September~~financing 1occurs, ~~2018),~~the ~~matured~~outstanding onand ~~June~~remaining 1,principal ~~2021~~balance and isinterest ~~convertible~~on ~~into~~this ~~Common~~term ~~Shares~~loan atshall abe ~~conversion~~due ~~price~~and ofpayable ~~$0.80~~by ~~per~~December ~~Common~~31, ~~Share~~2024. ~~Each~~The ~~Warrant~~interest ~~entitled~~for ~~its~~the ~~holder~~three-month toperiod ~~purchase~~ended ~~one~~March ~~Common~~31, ~~Share~~2024 atamounts ato ~~price~~$18,000 ofand ~~$0.80~~is ~~per~~recorded ~~Common~~in ~~Share~~financing ~~until~~and ~~June~~interest 1,expense ~~2021~~(2023 - $Nil).

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 $09.80 Loan ~~per share until June 1, 2021. Management has determined the value of the agents' warrants to be $50,000.~~Payable

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

		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

atai Life Sciences ("atai") has granted to the Company a secured loan in the amount of $8,500,000, bearing interest at 8%. The loan is guaranteed by the Company and secured by all present and future movable property, rights and assets of the Company, excluding any intellectual property or technology controlled or owned by the Company.

On ~~May~~August 1931, ~~2021~~2023, the ~~noteholders~~Company ~~approved~~entered ~~the~~into ~~amendment~~an ofamending ~~the~~agreement ~~terms of~~ (the ~~convertible~~"Amending ~~notes.~~Agreement") ~~The~~in ~~maturity~~respect ~~date~~ of the ~~convertible~~amended ~~notes~~and ~~was~~restated ~~extended~~loan ~~from~~agreement ~~June~~dated 1as of September 14, 2021 to(the ~~October~~"Loan ~~31,~~Agreement") ~~2024,~~between the ~~interest~~Company, ~~rate~~as ofborrower, ~~the~~and ~~notes~~atai, ~~increased~~as ~~from~~lender 6%pursuant to 8%which, ~~and~~among other things, the ~~conversion~~maturity ~~price~~date of the Loan Agreement was ~~reduced~~extended from ~~$0.80~~January 5, 2024 to ~~$0.44.~~January ~~These~~5, ~~amendments~~2025, ~~were~~and ~~accounted~~the ~~for~~Company asgranted anadditional ~~extinguishment~~security ~~and~~to ~~the~~atai ~~notes~~over ~~were~~any renon-~~measured~~licensed atintellectual ~~fair~~property ~~value~~of onthe ~~June~~Company 1,(the ~~2021~~"Loan Amendment"). The ~~This~~transaction ~~re-measurement~~is ~~resulted~~accounted infor as a ~~gain~~modification. onThe ~~extinguishment~~impact inof the ~~amount~~modification ofon ~~$151,000~~the ~~recognized~~financial instatements ~~finance~~was ~~and interest income~~insignificant.

On September 30, 2023, the Company and atai also agreed, subject to obtaining TSX and Shareholder approvals, to enter into a second amendment to the Loan Agreement (the "Second Amendment") to provide, among other things, for the ability for atai to convert the principal and accrued interest outstanding under the Loan Agreement into Shares. On November 28, 2023, the Company announced shareholder approvals of the financing transactions. As a result, atai has the ability to convert the principal and accrued interest under the Loan Agreement into shares of common stock of the Company (the "Shares") at a price of US$0.185 (the "US Conversion Price"). This transaction is accounted for as an extinguishment and the debt was re-measured at fair value on November 28, 2023. This re-measurement resulted in a gain on extinguishment in the amount of $1,148,000 recognized in finance and interest income.

IntelGenx Technologies Corp.

Notes to Consolidated Interim Financial Statements
March 31, 2024
(Expressed in U.S. Funds)
(Unaudited)

9. Loan Payable (Cont'd)

The loan bears interest at 8% and is convertible into shares of common stock of the Company. The interest for the three-month period ended March 31, 2024 amounts to $170,000 and is recorded in financing and interest expense (2023 - $164,000). As at March 31, 2024, the Company has accrued interest expense totalling $1,419,000 (2023: $1,249,000). The accretion expense for the three-month period ended March 31, 2024 amounts to $248,000 (2023: $Nil).

The components of the Company's debt subsequent to the extinguishment are as follows

		March 31, 2024			December 31, 2023

Attributed value of the loan payable	$	7,352,000		$	7,352,000
Transaction costs		(37,000	)		(37,000	)
Accretion		334,000			86,000
Loan payable		7,649,000		$	7,401,000

Long-term liabilities

On March 11, 2024, the Company announced that it entered into a third amended and restated loan agreement dated as of March 8, 2024 (amending the second amended and restated loan agreement dated as of September 30, 2023) (the "Loan Agreement") with atai, pursuant to which, among other things, atai has agreed to make (i) one (1) additional term loan in the amount of US$1,000,000, which was disbursed within three (3) business days of the execution of the Loan Agreement (the "First Tranche Loan"), and (ii) one (1) additional term loan in the amount of US$1,000,000, which loan was disbursed subsequent to the end of the quarter on April 19, 2024 (the "Second Tranche Loan" and collectively with the Second Tranche Loan, the "Additional Term Loans"). The Additional Term Loans will mature on February 1, 2026.

The Loan Agreement provides for the ability for atai to convert (the "Conversion Feature"), from time to time, (i) the principal outstanding under the First Tranche Loan into shares of common stock of the Company (the "Shares") at a conversion price of US$0.185 per Share (the "Conversion Price"), and (ii) the principal outstanding under the Second Tranche Loan into Shares at a conversion price equal to the greater of (a) the Conversion Price and (b) the 5-day volume-weighted average price (the "5-day VWAP") of the Shares on the TSX ending on the day preceding the disbursement by atai of the Second Tranche Loan to the Company or IntelGenx, less the maximum permissible discount under the applicable TSX rules.

Additionally, the Company may elect, with the consent of atai, to pay any accrued but unpaid interest on the Additional Term Loans in Shares at a price per Share equal to the 5-day VWAP of the Shares ending on the day that is the second business day before the day the interest becomes due and payable, less the maximum permissible discount under the applicable TSX rules.

8IntelGenx Technologies Corp. ~~Convertible~~ Notes to Consolidated Interim Financial StatementsMarch 31, 2024(~~Cont'd~~Expressed in U.S. Funds)(Unaudited)

~~The~~9. Loan ~~components~~Payable ~~of the convertible notes subsequent to the amendments are as follows:~~(Cont'd)

		September 30, 2023			December 31,2022
Face value of the convertible notes	$	909		$	909
Transaction costs		(29	)		(29	)
Accretion		78			52
Convertible notes	$	958		$	932

Concurrently to entering into the Loan Agreement, the Company has issued 4,000,000 warrants (the "Warrants") to atai. The Warrants entitle atai to purchase Shares at a price of US$0.17 per Share, for a period of 36 months following their issuance.

The ~~convertible~~proceeds ~~notes~~of ~~have~~the ~~been~~loan ~~recorded~~are asattributed ato liability. ~~Total~~and ~~transactions~~equity ~~costs~~components inbased ~~the~~on ~~amount of $29 thousand were recorded against~~ the ~~liability.~~fair ~~The~~value ~~accretion~~of ~~expense~~each ~~for~~component ~~the~~as ~~nine-month period ended September 30, 2023 amounts to $26,000 (2022~~follows: ~~$23,000).~~

The interest on the convertible notes for the nine-month period ended September 30, 2023 amounts to $60,000 and is recorded in financing and interest expense (2022: $60,000).

		Gross proceeds		Transaction costs		Net proceeds

Loan payable	$	689,000	$	24,000	$	665,000
Warrants		311,000		11,000		300,000
	$	1,000,000	$	35,000	$	965,000

OnThe ~~October~~loan ~~15,~~payable ~~2020,~~has ~~the~~been ~~Company~~recorded ~~announced~~as ~~the~~a ~~closing~~liability. ofTotal antransactions ~~offering~~costs ~~by way of private placement to certain investors~~ in the ~~United States of $1.2 million principal~~ amount of ~~8% convertible notes due October 15~~$24,000 ~~2024.~~were ~~The~~recorded ~~Notes~~against ~~will bear interest at a rate of 8% per annum, payable quarterly, and will be convertible into shares of common stock of~~ the ~~Company beginning 6 months after their issuance at a price of $0~~liability.18 ~~per Share.~~ The ~~Company~~accretion ~~intends~~expense ~~to use the proceeds of the Offering~~ for ~~working capital purposes. In connection with~~ the ~~Offering, the Company paid to an agent a cash commission of approximately $85,000 in the aggregate and issued non~~three-~~transferable~~month ~~warrants~~period toended ~~the~~March ~~agent~~31, ~~entitling~~2024 ~~the~~amounts ~~holder~~ to ~~purchase 482~~$5,000 ~~common~~(2023: ~~shares at a price of~~ $0Nil).18 ~~per~~The ~~Share~~warrants ~~until~~have ~~October~~been ~~15,~~recorded ~~2022~~as equity.

OnThe ~~October~~components ~~23, 2020, the Company announced the closing~~ of ~~a second tranche of~~ the ~~Notes~~loan ~~to certain investors in the United States of $557 thousand principal amount of 8% convertible notes due October 15, 2024. The Notes will bear interest at a rate of 8% per annum,~~ payable ~~quarterly,~~are ~~and~~as will be convertible into shares of common stock of the Company beginning 6 months after their issuance at a price of $0.18 per Share. In connection with the Offering, the Company paid to an agent a cash commission of approximately $39,000 in the aggregate and issued non-transferable warrants to the agent, entitling the holder to purchase 222,800 common shares at a price of $0.18 per Share until October 15, 2022.follows:

Management has determined the value of the agents' warrants to be $44,000.

		March 31, 2024

Attributed value of net proceeds to loan payable	$	689,000
Transaction costs		(24,000	)
Accretion		5,000
Loan payable	$	670,000

The ~~convertible~~interest ~~notes~~on ~~have been recorded as a liability. Total transactions costs in~~ the ~~amount~~loan ofpayable ~~$268 thousand were recorded against the liability. The accretion expense~~ for the ~~nine~~three-month period ended ~~September~~March 3031, ~~2023~~2024 amounts to $497,000 (~~2022~~2023: $~~44,000~~Nil). ~~The~~and ~~warrants~~is ~~have~~recorded ~~been~~in ~~recorded~~financing asand ~~equity~~interest expense.

The proceeds of the loan are attributed to liability and equity components based on the fair value of each component. Management has determined the value attributed to the warrants to be $311,000.

Atai is an insider of the Company as a result of its beneficial ownership of, or control or discretion over, directly or indirectly, greater than 10% of the outstanding Shares.

8IntelGenx Technologies Corp. ~~Convertible~~ Notes to Consolidated Interim Financial StatementsMarch 31, 2024(~~Cont'd~~Expressed in U.S. Funds)(Unaudited)

~~The~~10. Capital ~~components of the convertible notes are as follows:~~Stock

		September 30,2023		December 31, 2022
		March 31, 2024		December 31, 2023
Attributed value of net proceeds to convertible notes	$	1,397	$	1,397
Authorized -
Accretion		175		126
580,000,000 common shares of $0.00001 par value
Convertible note		1,572	$	1,523
20,000,000 preferred shares of $0.00001 par value
Issued -
174,658,096 (December 31, 2023: 174,658,096) common shares	$	1	$	1

~~The~~On ~~interest~~November on28, 2023, the ~~convertible~~shareholders ~~notes~~of ~~for~~the Company approved an amendment to increase the ~~nine-month~~total ~~period~~number ~~ended~~of ~~September~~authorized ~~30,~~shares ~~2023~~of ~~amounts~~capital tostock ~~$99~~of the Company from 470,000,000 ~~(2022:~~to ~~$99~~600,000),000 and isto ~~recorded~~increase inthe ~~financing~~total ~~and~~authorized ~~interest~~shares ~~expense~~of the Company's common stock at $0.00001 par value, from 450,000,000 shares to 580,000,000 shares.

911. ~~Capital~~Additional ~~Stock~~Paid-In Capital

10. Additional Paid-In Capital

Stock options

On ~~September~~January 2629, ~~2023~~2024, 601,250,000 options to purchase common stock were granted to anemployees ~~employee~~ under the 2022 Stock Option Plan. The options have an exercise price of $0.14. 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 $~~6 thousand~~132,000.

On ~~April~~January 1329, ~~2023~~2024, 4the Company granted 200,~~750,~~000 options to purchase common stock ~~were granted~~ to ana ~~Officer under the 2022 Stock Option Plan~~consultant. The options have an exercise price of $0.1714. The options granted vest over ~~a period of~~ 2 years at a rate of 2025% every 6six months ~~starting July 1, 2023~~ and expire 103 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 $~~589 thousand~~13,000.

On ~~April~~January 429, 2023, 1310,000~~,000~~ options to purchase common stock were granted to anemployees ~~Officer~~ under the 2022 Stock Option Plan. The options have an exercise price of $0.1924. ~~50%~~The ~~of the~~ options granted vest inover 12a period of 4 years at a rate of 25% every twelve months ~~from~~and expire 10 years after the grant date. ~~The~~These ~~stock~~ options ~~were~~may ~~accounted~~have ~~for~~accelerated atvesting ~~their~~if ~~fair~~specific ~~value,~~market asconditions ~~determined~~are bymet. The market conditions are based on the ~~Black-Scholes~~Company's ~~valuation~~stock ~~model,~~price ofachieving ~~approximately~~specified ~~$62~~targets ~~thousand.~~over ~~The~~a ~~remaining~~continuous ~~50%~~period of 30 calendar days. If the ~~options~~market ~~vest~~conditions ~~upon~~are met, the ~~achievement~~options ofwill aimmediately ~~specific~~vest ~~performance~~and ~~target~~become exercisable. The stock options were accounted for at their fair value, as determined by the Black-Scholes valuation model, of approximately $~~64 thousand~~55,000. ~~The options expire 10 years after the grant date.~~

No stock options were exercised during the three-month periods ended March 31, 2024 and 2023.

Compensation expenses for stock-based compensation of $103,000 and $11,000 were recorded during the three-month periods ended March 31, 2024 and 2023, respectively. An amount of $102,000 (2023 - $8,000) expensed in the three-month period ended March 31, 2024 relates to stock options granted to employees and an amount of $1,000 (2023 - $3,000) relates to stock options granted to a consultant. As at March 31, 2024, the Company has $514,000 of unrecognized stock-based compensation.

10IntelGenx Technologies Corp. ~~Additional~~ ~~Paid-In~~Notes ~~Capital~~to Consolidated Interim Financial StatementsMarch 31, 2024(~~Cont'd~~Expressed in U.S. Funds)(Unaudited)

~~On April 4, 2023, 100,000 options to purchase common stock were granted to an Officer under the 2022 Stock Option Plan~~11. Additional The options have an exercise price of $0.19. 50% of the options granted vest over a period of 2 years at a rate of 25% every six months. The stock options were accounted for at their fair value, as determined by the BlackPaid-~~Scholes~~In ~~valuation~~Capital model, of approximately $6 thousand. The remaining 50% of the options vest upon the achievement of a specific performance target. The stock options were accounted for at their fair value, as determined by the Black-Scholes valuation model, of approximately $12 thousand. The options expire 10 years after the grant date.(Cont'd)

On April 4, 2023, 50,000 options to purchase common stock were granted to an Officer under the 2022 Stock Option Plan. The options have an exercise price of $0.19. 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 $6 thousand.

On April 4, 2023, 275,000 options to purchase common stock were granted to employees under the 2022 Stock Option Plan. The options have an exercise price of $0.19. The options granted vest over a period of 4 years at a rate of 25% every twelve months and expire 10 years after the grant date. These options may have accelerated vesting if specific market conditions are met. The market conditions are based on the Company's stock price achieving specified targets over a continuous period of 30 calendar days. If the market conditions are met, the options will immediately vest and become exercisable. The stock options were accounted for at their fair value, as determined by the Black-Scholes valuation model, of approximately $36 thousand.

On January 29, 2023, 310,000 options to purchase common stock were granted to employees under the 2022 Stock Option Plan. The options have an exercise price of $0.24. The options granted vest over a period of 4 years at a rate of 25% every twelve months and expire 10 years after the grant date. These options may have accelerated vesting if specific market conditions are met. The market conditions are based on the Company's stock price achieving specified targets over a continuous period of 30 calendar days. If the market conditions are met, the options will immediately vest and become exercisable. The stock options were accounted for at their fair value, as determined by the Black-Scholes valuation model, of approximately $55 thousand.

On January 20, 2022, 25,000 options to purchase common stock were granted to an employee under the 2016 Stock Option Plan. The options have an exercise price of $0.34. 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 $6 thousand.

During the nine-month period ended September 30, 2023, a total of 11,900 stock options were exercised for 11,900 common shares having a par value of $0 in aggregate, for cash consideration of $2 thousand, resulting in an increase in additional paid-in capital of $2 thousand.

No stock options were exercised during the nine-month period ended September 30, 2022.

Compensation expenses for stock-based compensation of $270 thousand and $94 thousand were recorded during the nine-month periods ended September 30, 2023 and 2022, respectively. An amount of $261 thousand (2022 - $85 thousand) expensed in the nine-month period ended September 30, 2023 relates to stock options granted to employees and an amount of $9 thousand (2022 - $9 thousand) relates to stock options granted to consultants. As at September 30, 2023, the Company has $567 thousand (2022 - $52 thousand) of unrecognized stock-based compensation.

10. Additional Paid-In Capital (Cont'd)

Warrants

No warrants were exercised during the ~~nine~~three-month periods ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023.

Deferred Share Units ("DSUs")

On January 2925, ~~2023~~2024, ~~781~~1,250,000 DSUs have been granted under the DSU Plan, accordingly, an amount of $185,000 ~~thousand~~ has been recognized in general and administrative expenses.

On January 129, ~~2022~~2023, ~~543~~781,~~480~~250 DSUs have been granted under the DSU Plan, accordingly, an amount of $~~197~~185,000 ~~thousand~~ has been recognized in general and administrative expenses.

During the three-month period ended March 31, 2024, 454,890 DSUs were converted back into a cash amount of CAD $98,000 (73,000) and paid to the director.

Performance and Restricted Share Units ("PRSUs")

~~During~~On ~~the~~January ~~nine-month period ended September 30~~29, 2023, the Company granted ~~400~~350,000 Performance Restricted Share Units to certain employees, which vest if certain market conditions are met. The PRSUs vest based on the achievement of specified market conditions over a performance period of 3 years. The ~~PRSUs expire 3 years after the grant date. The~~ market conditions are based on the Company's stock price achieving specified targets over a continuous period of 30 calendar days. If the market conditions are met, the PRSUs will vest and become payable in shares of the Company's common stock.

The PRSUs were accounted for at their fair value, as determined by the Binomial Lattice valuation model, of approximately $23 ~~thousand~~,000. As at ~~September~~March 3031, ~~2023~~2024, an amount of $42,000 ~~thousand~~ has been recognized as stock-based compensation in general and administrative expenses (2023 - $Nil).

OnNo ~~April~~PRSUs 4,were ~~2023,~~granted ~~100,000~~during ~~rewards have been issued under~~ the ~~RSU~~three-month ~~Plan~~period ~~having~~ended aMarch ~~fair value of $18 thousand. As at September 30~~31, 2023~~, an amount of $9 thousand has been recognized as stock-based compensation in general and administrative expenses~~. ~~The RSUs expire 3 years after the grant date.~~

NoOn ~~PRSUs~~January or29, ~~RSUs~~2024, ~~were~~1,354,268 ~~granted~~rewards ~~during~~have been issued under the ~~nine-month~~RSU ~~period~~Plan ~~ended~~having ~~September~~a 30fair value of $190,000. ~~2022~~As at March 31, 2024, an amount of $190,000 has been recognized as stock-based compensation in general and administrative expenses. The RSUs expire 3 years after the grant date.

11On April 4, 2023, 100,000 rewards have been issued under the RSU Plan having a fair value of $18,000. ~~Revenues~~ As at March 31, 2024, an amount of $5,000 has been recognized as stock-based compensation in general and administrative expenses. The RSUs expire 5 years after the grant date.

IntelGenx Technologies Corp.

Notes to Consolidated Interim Financial Statements
March 31, 2024
(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:

		September 30, 2023		September 30, 2022
		March 31, 2024		March 31, 2023
Research and development agreements	$	~~462~~169,000	$	~~657~~162,000
Research and development milestone		125		-
Royalties on product sales		5,000		-
Product revenue		-		79
	$	174,000	$	162,000
Royalties on product sales		26		41
	$	613	$	777

11. Revenues (Cont'd)

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

		September 30, 2023		September 30, 2022
		March 31, 2024		March 31, 2023
(in U.S. $ thousands)
Product and services transferred at point in time	$	5,000	$	-
Product and services transferred at point in time	$	151	$	267
Products and services transferred over time		169,000		162,000
Products and services transferred over time		462		510
	$	174,000	$	162,000
	$	613	$	777

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

		September 30, 2023		September 30, 2022
		March 31, 2024		March 31, 2023
Europe	$	~~469~~112,000	$	~~525~~162,000
United States		~~139~~62,000		~~147~~-
Canada		5		105
	$	174,000	$	162,000
	$	613	$	777

Remaining performance obligations

As at ~~September~~March 3031, ~~2023~~2024, the aggregate amount of the transaction price allocated to the remaining performance obligation is $13,~~891~~347,000 representing research and development agreements. The Company is also eligible to receive up to $2,~~428~~411,000 in research and development milestone payments, approximately 100% of which is expected to be recognized in the next three years; up to $~~433~~395,000 in commercial sales milestone payments which are wholly dependent on the marketing efforts of our development partners. In addition, the Company is entitled to receive royalties on potential sales.

The Company applies the practical expedient in paragraph 606-10-50-14 and does not disclose information about the remaining performance obligations that have original expected durations of one year or less.

2120

12IntelGenx Technologies Corp. ~~Leases~~ Notes to Consolidated Interim Financial StatementsMarch 31, 2024(Expressed in U.S. Funds)(Unaudited)

13. Leases

Operating leases

Substantially all our operating lease right-of-use assets and operating lease liability represents leases for office space and property to conduct our business.

The operating lease expense for the ~~nine~~three-month period ended ~~September~~March 3031, ~~2023~~2024 included in general and administrative expenses is $~~195 thousand~~65,000. The cash outflows from operating leases for the ~~nine~~three-month period ended ~~September~~March 3031, ~~2023~~2024 was $~~194 thousand~~67,000.

The weighted average remaining lease term and the weighted average discount rate for operating leases at ~~September~~March 3031, ~~2023~~2024 were 21.49 years and 10%, respectively.

The following table reconciles the undiscounted cash flows for the operating leases as at ~~September~~March 3031, ~~2023~~2024 to the operating lease liabilities recorded on the balance sheet:

		Operating Leases
2023		66
2024		200,000
2024		267
2025		267,000
2025		267
2026		44,000
2026		45
Total undiscounted lease payments		511,000
Total undiscounted lease payments		645
Less: Interest		99,000
Less: Interest		127
Present value of lease liabilities	$	412,000
Present value of lease liabilities	$	518

Current portion of operating lease liability	$~~243~~	242,000
Operating lease liability	$~~275~~	170,000

Finance leases

Substantially all our finance lease right-of-use assets and finance lease liability represents leases for laboratory equipment to conduct our business.

The cash outflows from finance leases for the ~~nine~~three-month period ended ~~September~~March 3031, ~~2023~~2024 was $3622,000 ~~thousand~~(2023: $9,000).

The weighted average remaining lease term and the weighted average discount rate for finance leases at ~~September~~March 3031, ~~2023~~2024 were 1.72 years and 3.9475%, respectively.

2221

12IntelGenx Technologies Corp. ~~Leases~~ Notes to Consolidated Interim Financial StatementsMarch 31, 2024(~~Cont'd~~Expressed in U.S. Funds)(Unaudited)

~~The~~13. Leases ~~following table reconciles the undiscounted cash flows for the finance leases as at September 30, 2023 to the finance lease liabilities recorded on the balance sheet:~~(Cont'd)

		Finance Leases
2023		23
2024		91
2025		36
Total undiscounted lease payments		150
Less: Interest		4
Present value of lease liabilities	$	146

The following table reconciles the undiscounted cash flows for the finance leases as at March 31, 2024 to the finance lease liabilities recorded on the balance sheet:

Current portion of finance lease liability	$89
		Finance Leases
Finance lease liability	$57
2024	$	68,000
2025		36,000
Total undiscounted lease payments		104,000
Less: Interest		2,000
Present value of lease liabilities	$	102,000

13. Related Party Transactions

Current portion of finance lease liability	$	82,000
Finance lease liability	$	20,000

~~Included in management salaries are $260 thousand (2022 - $48 thousand) for options, PRSUs and RSUs granted to key management personnel under the 2022 Stock Option Plan~~14. Related ~~The~~Party ~~Company considers its Chief Executive Officer, President and Chief Financial Officer, and Vice-Presidents to be key management personnel.~~Transactions

~~Also~~Included ~~included~~ in ~~general~~management ~~and~~salaries ~~administrative~~are ~~expense~~$101,000 (2023 - $2,000) for ~~the~~options, ~~nine-month~~PRSUs ~~period~~and ~~ended~~RSUs ~~September~~granted ~~30,~~to ~~2023~~key ~~are~~management ~~director~~personnel ~~fees~~under ofthe 2022 Stock Option Plan and $~~178~~44,000 ~~thousand~~for ~~(2022~~RSUs granted to non-employee ~~$167~~directors. ~~thousand)~~The ~~and~~Company ~~DSU~~considers ~~expense~~its ofChief ~~$57~~Executive ~~thousand~~Officer, ~~(2022:~~President ~~DSU~~and ~~recovery~~Chief ofFinancial ~~$143~~Officer, ~~thousand)~~and Vice-Presidents to be key management personnel.

~~The~~Also ~~above~~included ~~related~~in ~~party~~general ~~transactions~~and ~~have~~administrative ~~been~~expenses ~~measured~~for at the ~~exchange~~three-month ~~amount~~period ~~which~~ended isMarch ~~the~~31, ~~amount~~2024 ofare ~~the~~director ~~consideration~~fees ~~established~~of ~~and~~$68,000 ~~agreed~~(2023: ~~to by the related parties~~$57,000).

~~14. Basic~~The above related party transactions have been measured at the exchange amount which is the amount of the consideration established and ~~Diluted~~agreed ~~Loss~~upon ~~Per~~by ~~Common~~the ~~Share~~related parties.

15. 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.

1516. Contingencies

The government authorities have assessed the Company with respect to sales taxes claimed on certain expenses between 2017 and 2020, which the government is denying. The sales tax assessments amount to $~~315~~314,000 (including interest and penalties of $34,000), which was paid to avoid further interest and penalties. The Company disagrees with the government's position and the sales tax assessments are under appeal. In the event the Company is unsuccessful in its appeal, sales taxes expenses would increase by $~~281~~280,000 and net earnings would decrease by $~~281~~280,000.

2322

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 ~~nine~~three-month periods ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023.

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, ~~2022~~2023. In preparing this MD&A, we have taken into account information available to us up to ~~November~~May 915, ~~2023~~2024, 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, ~~2022~~2023 (the "~~2022~~2023 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 ~~2022~~2023 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.

2423

Company Background

We are a drug delivery company established in 2003 and headquartered in Montreal, Quebec, Canada. Our focus is on the contract development and manufacturing of novel oral thin film products for the pharmaceutical market. More recently, we have made the strategic decision to enter the ~~Canadian~~psychedelic ~~cannabis~~ market ~~with~~by aentering ~~non-prescription~~into ~~cannabis~~a ~~infused~~strategic ~~oral~~partnership ~~film~~agreement ~~that~~with ~~launched~~atai inLife ~~early~~Sciences. ~~2021~~The ~~and~~Company inhas ~~2020~~applied weand ~~made~~is ~~the~~operating ~~decision~~under ~~to enter the psychedelic market. As~~ a ~~full-service~~ contract development and manufacturing organization ("CDMO") business model. As a full-service CDMO, we are offering partners a comprehensive portfolio of pharmaceutical services, including pharmaceutical research and development ("R&D"), clinical monitoring, regulatory support, tech transfer, manufacturing scale-up and commercial manufacturing.

Our business strategy is to leverage our proprietary drug delivery technologies and develop pharmaceutical products with tangible benefits for patients, for our partners and, once a developed product launches, retain the exclusive manufacturing rights.

~~Managing~~Our ~~our~~primary ~~project~~growth ~~pipeline~~strategy is abased ~~key~~on ~~Company~~providing ~~success~~CDMO ~~factor.~~services Weto ~~have~~the ~~identified~~pharmaceutical ~~three focus areas; psychedelics, cannabis and animal health where we believe we can establish a leadership position with our drug delivery technology~~industry. WeIn ~~have undertaken a strategy under which we will work with pharmaceutical companies in~~ order to ~~apply~~successfully execute our ~~oral~~business ~~film technology to pharmaceutical products for which patent protection is nearing expiration~~strategy, ait ~~strategy~~will ~~which~~be isessential ~~often referred~~ to ascreate ~~"lifecycle management." Under Section 505(b)(2) of the Federal Food, Drug,~~ and ~~Cosmetics~~maintain ~~Act (the "FDCA") ("Section 505(b)(2)"), the U.S. Food and Drug Administration (the "FDA") may grant market exclusivity for~~ a ~~term~~fully ofcompliant upmanufacturing toenvironment ~~three~~capable ~~years following approval~~ of ameeting ~~listed~~customer ~~drug~~expectations ~~that~~regarding ~~contains~~cGMP ~~previously~~compliance ~~approved~~and ~~active~~manufacturing ~~ingredients but is approved in a new dosage, dosage form, route of administration or a combination~~capacity.

We have undertaken a strategy under which we will work with pharmaceutical companies in order to apply our oral film technology to pharmaceutical products for which patent protection is nearing expiration, a strategy which is often referred to as "lifecycle management." Under Section 505(b)(2) of the Federal Food, Drug, and Cosmetics Act (the "FDCA") ("Section 505(b)(2)"), the U.S. Food and Drug Administration (the "FDA") may grant market exclusivity for a term of up to three years following approval of a listed drug that contains previously approved active ingredients but is approved in a new dosage, dosage form, route of administration or a combination.

The Section 505(b)(2) pathway is also the regulatory approach to be followed if an applicant intends to file an application for a product containing a drug that is already approved by the FDA for a certain indication and for which the applicant is seeking approval for a new indication or for a new use, the approval of which is required to be supported by new clinical trials, other than bioavailability studies. We have implemented a strategy under which we actively look for such so-called "repurposing opportunities" and determine whether our proprietary VersaFilm™ technology adds value to the product. We currently have two such drug repurposing projects in our development pipeline.

We continue to develop the existing products in our pipeline and may also perform R&D on other potential products as opportunities arise.

We have established a state-of-the-art manufacturing facility with the intent to manufacture all of our VersaFilm™ products in-house as we believe that this:

• represents a profitable business opportunity;

• will reduce our dependency upon third-party contract manufacturers, thereby protecting our manufacturing process know-how and intellectual property; and

• allows us to offer our clients and development partners a full service from product conception through to supply of the finished product.

We 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. This expansion might become necessary in order to meet expected production volumes from our commercial partners. The new facility should create a fourfold 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.

2524

Technology Platforms

Our main product development efforts are based upon three delivery platform technologies: (1) VersaFilm™, an oral film technology, (2) the VetaFilm^TM technology platform for veterinary applications, and (3) DisinteQ^TM a disintegrating oral film technology.

VersaFilm™ is a drug delivery platform technology that enables the development of oral thin films, improving product performance through:

• rapid disintegration without the need for water;

• quicker buccal or sublingual absorption;

• potential for faster onset of action and increased bioavailability;

• potential for reduced adverse effects by bypassing first-pass metabolism;

• easy administration for patients who have problems swallowing tablets or capsules; pediatric and geriatric patients as well as patients who fear choking and/or are suffering from nausea (e.g., nausea resulting from chemotherapy, radiotherapy or any surgical treatment);

• pleasant taste; and

• small and thin size, making it convenient for consumers.

Our VersaFilm™ technology consists of a thin (25-35 micron) polymeric film comprised of United States Pharmacopeia components that are approved by the FDA for use in food, pharmaceutical, and cosmetic products. Derived from the edible film technology used for breath strips and initially developed for the instant delivery of savory flavors to food substrates, the VersaFilm™ technology is designed to provide a rapid response and improved bioavailability compared to existing conventional tablets. Our VersaFilm™ technology is intended for indications requiring rapid onset of action, such as migraine, opioid dependence, chronic pain, motion sickness, erectile dysfunction, and nausea or for drug that have a low oral bioavailability and require transmucosal absorption.

Our VetaFilm™ platform technology is designed for the application in companion animals. Dose acceptance and compliance are often a challenge for the care giver which can be overcome with our newly designed VetaFilm™ platform. VetaFilm™ is specifically formulated with flavors that are appealing to pets and to achieve rapid adhesion to the oral mucosa of the animal to achieve compliance.

Our ~~new~~ DISINTEQ™ oral disintegrating film formulations will provide different dissolution characteristics compared to VersaFilm®. Instead of quickly dissolving in the oral cavity, DISINTEQ™ formulations disintegrate at a controlled rate. This will allow a slower release of the drug into the oral cavity thereby avoiding saturation of the oral mucosal membranes and increasing mucosal absorption.

Product Opportunities that provide Tangible Patient Benefits

InWe ~~addition to our three key strategic areas, we will~~ offer our services to develop 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. We have also identified the Animal Health sector, particularly the companion animal segment, as an area where our proprietary oral film technology can significantly improve the administration of medication to animals.

Development of New Drug Delivery Technologies

The rapidly disintegrating film technology contained in our VersaFilm™, is an example 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.

Most recent key developments

On ~~July~~February 215, ~~2023~~2024, the Company announced ~~the~~positive ~~resignation~~results offrom ~~Mr.~~a J.proof-of-concept ~~Bernard~~ (~~Bernie~~"POC") ~~Boudreau~~study ~~from~~to assess the ~~Board~~palatability, ofowner-perceived ~~Directors~~acceptability, ~~(the~~and ~~"Board")~~ease of ~~the~~repeated ~~Company.~~administration ~~Mr.~~of ~~Boudreau~~IntelGenx's ~~was~~VetaFilm™ aplatform ~~Director~~in ofhealthy ~~the~~dogs ~~Company~~and ~~since~~cats. ~~2006~~The ~~and~~POC ~~the~~study ~~Vice~~was ~~Chairman~~conducted ~~since~~through ~~2014.~~a Heresearch ~~was~~collaboration ~~also~~with the ~~Chair~~University of ~~the~~Prince ~~Corporate~~Edward ~~Governance~~Island, ~~and~~one ~~Nomination~~of ~~Committee~~North America's leading veterinary universities.

On ~~July~~February 2520, ~~2023~~2024, the Company announced the ~~execution~~launch of a ~~Research~~Regulation ~~Grant~~A ~~Agreement~~offering ~~with~~of ~~Karolinska~~up ~~University~~to ~~Hospital~~2,000,000 ~~and~~shares ~~that~~of ~~the~~Series ~~manufacturing~~A ofConvertible ~~both~~Cumulative ~~active~~Preferred ~~and~~Stock ~~placebo~~("Series ~~films~~A isPreferred ~~underway~~Stock"), inpar ~~preparation~~value ~~for~~$0.00001 aper ~~planned multicentre~~share, ~~randomized,~~at ~~double-blind,~~an ~~placebo-controlled~~offering ~~clinical~~price ~~study~~of $10.00 per share (the "~~Study~~Offering"), tofor ~~investigate~~a ~~the~~maximum ~~use~~Offering ofamount ~~IntelGenx's Montelukast VersaFilm® for the treatment~~ of ~~Parkinson's Disease ("PD")~~$20,000,000.

~~The~~Holders ~~Study~~of the Series A Preferred Stock will be ~~conducted~~entitled atto receive cumulative dividends in the ~~Karolinska~~amount ~~University~~of ~~Hospital~~$0.20 ~~under~~per ~~IntelGenx's~~share ~~previously~~each ~~announced~~quarter, ~~research~~or ~~collaboration~~8% ~~with~~per ~~Per~~year. ~~Svenningsson,~~Each ~~MD,~~share ~~PhD,~~of ~~who~~Series A Preferred Stock will ~~serve~~be asconvertible into twenty (20) shares of our common stock ("Common Stock) at the ~~Study's~~option ~~Principal~~of ~~Investigator.~~the ~~Dr.~~holder, ~~Svenningsson~~subject -to acertain ~~Professor~~conditions in accordance with the requirements of ~~Clinical~~the ~~Neuroscience~~Toronto ~~who~~Stock ~~investigates~~Exchange. Commencing on the ~~pathogenic~~fifth ~~mechanisms~~anniversary of PDthe -initial ~~previously~~closing ~~conducted~~of this offering and continuing indefinitely thereafter, the Company shall have a ~~clinical~~right ~~study~~to ~~utilizing~~call for redemption the ~~tablet~~outstanding ~~form~~shares of ~~Montelukast~~the ~~for~~Series A Preferred Stock at a call price equal to 150% of the ~~treatment~~original issue price of PDthe Series A Preferred Stock, ~~where~~and 2correspondingly, ~~tablets~~each holder of 10shares mgof ~~Montelukast~~the ~~were~~Series ~~administered~~A ~~twice~~Preferred ~~daily,~~Stock ~~for~~shall have a ~~total~~right ~~daily~~to ~~dose~~sell the shares of 40Series ~~mg. Prof.~~A ~~Svenningsson~~Preferred ~~will~~Stock ~~sponsor~~held by such holder back to the ~~study~~Company ~~through~~at a 20price ~~million~~equal ~~Swedish~~to ~~Crowns~~150% ~~grant~~of ~~(approx~~the original issue purchase price of such shares. $2The ~~million~~Series ~~USD)~~A ~~awarded~~Preferred byStock ~~the~~being ~~Swedish~~offered ~~Research~~will ~~Council~~rank, ~~Sweden~~as to dividend rights and rights upon the Company's ~~largest~~liquidation, ~~governmental~~dissolution, ~~research~~or ~~funding~~winding ~~body~~up, senior to the Common Stock.

~~Upon~~On ~~completion~~March of11, 2024, the ~~Study~~Company announced that it entered into a third amended and restated loan agreement dated as of March 8, ~~IntelGenx~~2024 ~~will~~(amending ~~have~~the second amended and restated loan agreement dated as of September 30, 2023) (the ~~option~~"Loan Agreement") with atai, pursuant to ~~acquire~~which, among other things, atai has agreed to make (i) one (1) additional term loan in the ~~developed~~amount ~~intellectual~~of ~~property~~US$1,000,000, ~~rights~~which loan was disbursed within three (3) business days of the execution of the Loan Agreement (the "First Tranche Loan"), and ~~study~~(ii) ~~data~~one ~~for~~(1) aadditional ~~predetermined~~term ~~low~~loan ~~five-digit~~in the amount of US$1,000,000, which loan was disbursed subsequent to the end of the quarter on April 19, 2024, upon the achievement of a pre-defined milestone (the "Second Tranche Loan" and ~~use~~collectively with the ~~findings~~Second toTranche ~~further~~Loan, ~~develop~~the ~~its~~"Additional ~~Montelukast~~Term ~~VersaFilm®~~Loans"). ~~program~~The ~~for~~Additional PDTerm ~~treatment~~Loans will mature on February 1, 2026.

OnThe ~~August~~Loan 01Agreement provides for the ability for atai to convert (the "Conversion Feature"), ~~2023~~from time to time, (i) the ~~Company~~principal ~~announced~~outstanding under the ~~completion~~First Tranche Loan into shares of ~~patient~~common ~~enrollment~~stock inof the ~~ongoing~~Company ~~Montelukast~~(the ~~VersaFilm®~~"Shares") ~~Phase~~at 2aa conversion price of US$0.185 per Share (the "~~BUENA~~Conversion Price"), ~~clinical~~and ~~trial~~(ii) inthe ~~patients~~principal ~~with~~outstanding ~~mild~~under the Second Tranche Loan into Shares at a conversion price equal to ~~moderate~~the ~~Alzheimer's~~greater ~~Disease~~of (a) the Conversion Price and (b) the 5-day volume-weighted average price (the "5-day VWAP") of the Shares on the TSX ending on the day preceding the disbursement by atai of the Second Tranche Loan to the Company or IntelGenx, less the maximum permissible discount under the applicable TSX rules.

~~The~~Additionally, the Company ~~successfully~~may ~~enrolled~~elect, 52with ~~patients in~~ the ~~study,~~consent 18of ~~fewer than initially planned~~atai, into apay ~~study~~any ~~design~~accrued ~~modification~~but ~~that~~unpaid ~~received~~interest aon ~~No Objection Letter ("NOL") from Health Canada. The NOL provided authorization to proceed with~~ the ~~study~~Additional ~~changes.~~Term ~~IntelGenx,~~Loans in ~~consultation~~Shares ~~with~~at ~~its~~a ~~statistical~~price ~~consultant,~~per ~~Cogstate~~Share ~~Ltd.,~~equal ~~determined~~to ~~that adjusting~~ the p5-~~value~~day ~~(which~~VWAP ~~determines~~of ~~whether~~the aShares ~~drug~~ending ~~effect~~on ~~exists)~~the today ~~p<0.1~~that ~~will~~is ~~provide a basis for determining~~ the ~~extent~~second tobusiness ~~which~~day ~~effect~~before ~~sizes (~~the ~~size~~day of the ~~drug~~interest ~~effect)~~becomes ofdue ~~0.6~~and ~~or greater (0.5 to <0.8 are considered 'medium' effect sizes~~payable, ~~while~~less ~~0.8~~the ormaximum ~~greater~~permissible ~~are~~discount ~~considered~~under ~~'large'~~the ~~effect~~applicable ~~sizes1)~~TSX ~~are statistically significant~~rules.

GlobalData recently reported that the AD market is expected to reach $13.7 billion in 2030 across the eight major markets (U.S., France, Germany, Italy, Spain, U.K., Japan, and China), representing a compound annual growth rate of 20.0% from $2.2 billion in 2020. The expansion is primarily attributed to the significant unmet needs posed by AD, combined with the introduction of new therapies, including the recently approved Leqembi and donanemab, which is expected to be approved by year-end.26

OnConcurrently ~~August~~to ~~10,~~entering ~~2023,~~into the ~~Company~~Loan ~~announced~~Agreement, ~~its~~the ~~first~~Company ~~agreement~~has ~~for~~issued ~~CDMO~~4,000,000 ~~packaging~~warrants ~~service,~~(the ~~expected~~"Warrants") to ~~generate approximately $9 million in revenue over three years~~atai. The ~~Company~~Warrants ~~has~~entitle ~~entered~~atai ~~into~~to apurchase ~~binding~~Shares ~~term~~at ~~sheet~~a ~~agreement~~price ~~for the packaging~~ of ~~a pharmaceutical oral film product that its undisclosed CDMO customer is planning to commercialize in the United States~~US$0.17 ~~IntelGenx~~per ~~will~~Share, ~~package~~for ~~(film~~a inperiod ~~pouch)~~of ~~the~~36 ~~product~~months atfollowing ~~its~~their ~~cGMP manufacturing facility in Montreal~~issuance.

~~Subject~~Subsequent to ~~satisfaction~~the end of ~~remaining~~the ~~conditions~~quarter, on April 5, 2024, the ~~parties~~Company ~~will~~announced ~~endeavor~~that toits ~~enter~~co-developer, ~~into~~Chemo Research SL, through its agent and affiliate, Xiromed LLC ("Xiromed"), has received a ~~definitive~~Complete ~~agreement~~Response asLetter ~~soon~~("CRL") asfrom isthe ~~practicable~~U.S. Food and Drug Administration ("FDA") regarding its resubmitted abbreviated new drug application ("ANDA") for Buprenorphine Buccal Film.

27The CRL includes a request for additional Pharmaceutical Quality information. The FDA confirmed that no additional inspection of IntelGenx's facility is required at this time.

OnSubsequent ~~August~~to ~~31, 2023~~ the ~~Company~~end ~~announced the closing~~ of the ~~first~~quarter, ~~tranche~~on ofApril a8, ~~non-brokered~~2024, ~~private placement (~~the ~~"Offering")~~Company ofannounced ~~units~~that ~~("Units")~~that ~~from~~Montelukast ~~atai~~VersaFilmTM ~~Life~~has ~~Sciences~~been AGadministered ~~("atai") for aggregate gross proceeds of approximately US$3 million, including US$750,000~~ to ~~be received by~~ the ~~Company~~first ~~pursuant~~Parkinson's toDisease ~~the Subsequent atai Subscription~~ (~~as defined below~~"PD") ~~once~~patients in the ~~Shareholder~~Phase ~~Approvals~~2 (~~as defined below~~'MONTPARK') ~~have~~clinical ~~been obtained~~trial.

~~Pursuant~~MONTPARK to(EudraCT ~~the~~number ~~Offering~~2023-504278-39-00) is a Phase 2, ~~(i)~~randomized, ~~United~~double-blind, ~~States~~placebo-controlled, ~~subscribers~~parallel ~~can~~arm, ~~subscribe~~multicentre ~~for~~trial ~~Units~~that (will investigate the ~~"US~~efficacy ~~Units")~~of atoral ahigh-dose ~~price~~Montelukast on the progression of ~~US$1,000~~early-to-moderate ~~per~~PD. USThe ~~Unit~~study will enroll up to 90 patients who will receive 30 mg Montelukast VersaFilmTM or placebo twice daily for 18-months, ~~each~~followed USby ~~Unit~~a ~~being~~3-month ~~comprised~~washout period. Eligible candidates must be on levodopa treatment at the time of aenrolment ~~US$1,000~~and ~~principal~~may ~~amount~~also ~~convertible~~be ~~promissory~~on ~~note~~other (dopaminergic symptomatic agents. MONTPARK is being conducted at the ~~"US~~Karolinska ~~Notes")~~University Hospital and 5at three other Swedish University affiliated institutions under IntelGenx's previously announced research collaboration with Per Svenningsson,~~405~~ ~~common~~MD, ~~stock~~PhD, ~~purchase~~who ~~warrants~~is (serving as the ~~"US~~study's ~~Warrants)~~Lead Principal Investigator.

The US Notes are convertible into shares of common stock of the Company (the "Shares") at the option of the holder at a price of US$0.185 (the "US Conversion Price") at anytime from the date that is six (6) months following their issuance up to and including August 31, 2026, and bear interest at 12% per annum, payable quarterly, in arrears, with first payment due September 30, 2023 and every 3 months thereafter. The US Warrants entitle the holders thereof to purchase Shares at a price of US$0.26 per Share, for a period of 3 years following their issuance.

All securities issued in connection with the Offering, including Shares issuable pursuant to the conversion of the Notes or exercise of the Warrants, are subject to a 6-month hold period, during which time trading in the securities is restricted in accordance with applicable securities laws.

The Toronto Stock Exchange (the "TSX") has conditionally approved the Offering and the listing of the Shares, subject to the General Cap and the Insider Cap (each as defined below). The Offering and the listing of the Shares issuable in connection with the Offering, including Shares issuable pursuant to the conversion of the Notes or exercise of the Warrants, subject to the General Cap and Insider Cap, are subject to final approval of the TSX upon satisfaction of customary closing conditions.

Amendment to the Amended and Restated Loan Agreement

On August 31, 2023, the Company entered into an amending agreement (the "Amending Agreement") in respect of the amended and restated loan agreement dated as of September 14, 2021 (the "Loan Agreement") between the Company, as borrower, and atai, as lender pursuant to which, among other things, the maturity date of the Loan Agreement was extended from January 5, 2024 to January 5, 2025, and the Company granted additional security to atai over any non-licensed intellectual property of the Company (the "Loan Amendment").

On September 30, 2023, the Company and atai also agreed, subject to obtaining TSX and Shareholders approvals, to enter into a second amendment to the Loan Agreement (the "Second Amendment") to provide, among other things, for the ability for atai to convert the principal and accrued interest outstanding under the Loan Agreement into Shares at the US Conversion Price (the "Conversion Feature"). Assuming the Second Amendment is entered into between the Company and atai prior to the Shareholder Approvals being obtained (as defined below), the Second Amendment will include the same "blocker" provisions as those included in the Notes and the Warrants (see below "Shareholder Approvals").

Call Option

On September 30, 2023, the Company and atai agreed, subject to obtaining TSX approval and the Shareholder Approvals (as defined below), to enter into an amendment (the "Subscription Agreement Amendment") to the subscription agreement entered into by and between the Company and atai in connection with the Offering to provide atai with the right (the "Call Option") to purchase up to an additional 7,401 US Units (the "Call Option Units") at any time prior to August 31, 2026. The Call Option Units, to the extent atai exercises the Call Option in whole or in part, will be issued on the same terms as the US Units, including with respect to the US Conversion Price, maturity date, interest rate and the number of warrants issued in connection therewith. The Subscription Agreement Amendment will provide that the issuance of any Call Option Units will result in a corresponding reduction in atai's remaining purchase right pursuant to the amended and restated securities purchase agreement dated May 14, 2021, which such right to be reduced by the number of Shares issuable upon the conversion of the principal amount outstanding under such issued Call Option Units.

Shareholder Approvals

The Notes and the Warrants include "blocker" provisions to ensure that, unless securityholder approval is obtained in accordance with the rules of the TSX, (i) the aggregate number of Shares issuable in connection with the Offering (upon conversion of the Notes, exercise of the Warrants and/or the payment of interest on the Notes in Shares, as the case may be) is limited to 43,664,524 Shares, which equals 24.99% of the issued and outstanding Shares (on a non-diluted basis) as of the date hereof (the "General Cap"), and (ii) the aggregate number of Shares that may be issued to "insiders" of the Company (as such term is defined in the policies of the TSX) pursuant to the Offering (upon conversion of the Notes, exercise of the Warrants and/or the payment of interest on the Notes in Shares, as the case may be), is limited to 17,465,809 Shares, which equals 9.99% of the issued and outstanding Shares as of the date hereof (the "Insider Cap").

In accordance with the terms of the Notes and the Warrants, the Company intends to seek (i) securityholder approval of the issuance of Shares in connection with the Offering (upon conversion of the Notes, exercise of the Warrants and/or payment of interest on the Notes in Shares, as the case may be) above the General Cap, in accordance with Section 607(g)(i) of the TSX Company Manual (the "General Shareholder Approval"), and (ii) disinterested securityholder approval of the issuance of Shares to "insiders" of the Company (as such term is defined in the policies of the TSX), as of the date hereof, pursuant to the Offering (upon conversion of the Notes, exercise of the Warrants and/or the payment of interest on the Notes in Shares, as the case may be) above the Insider Cap, in accordance with Section 607(g)(ii) of the TSX Company Manual (the "Insider Shareholder Approval").

In addition, approval of the securityholders of the Company will be required in connection with the Conversion Feature, the Call Option and to authorize the Subsequent atai Subscription on the same terms as the Offering (together with the General Shareholder Approval and the Insider Shareholder Approval, the "Shareholder Approvals").

The Company will seek to obtain the Shareholder Approvals at an upcoming special meeting of Shareholders on November 28, 2023.

On September 19, 2023, the Company provided a regulatory update on Buprenorphine Buccal Film, for which an abbreviated new drug application ("ANDA") has been filed with the U.S. Food and Drug Administration ("FDA" or the "Agency") by its co-developer, Chemo Research SL, through its agent and affiliate, Xiromed LLC ("Xiromed").

As previously announced, Xiromed received a Complete Response Letter ("CRL") from the FDA in April 2023. In response to the CRL, Xiromed submitted to the FDA an Amendment to the ANDA, requesting priority review. In an Amendment Acknowledgement received from the FDA by Xiromed, the FDA granted priority review with a Generic Drug User Fee Act ("GDUFA") goal date for review of the Amendment of March 8, 2024, unless the Agency determines that an inspection is required. Alternatively, if the FDA determines that an inspection is required, the GDUFA goal date is July 8, 2024.

On September 21, 2023, the Company announced that it has received the first purchase order ("PO") for RIZAFILM®1 from its commercial partner in the United States, Gensco Pharma ("Gensco®").

The PO triggers an upfront order deposit payment. A pre-specified milestone payment to IntelGenx from Gensco® is also payable upon transfer of NDA. Both payments are reflected in the Company's Q3-2023 financial results. IntelGenx expects to ship the ordered RIZAFILM® product to Gensco® in Q1-2024 for immediate launch.

On November 6, 2023, the Company announced that it and Tilray Brands Inc. ("Tilray") have entered into a further amendment (the "Second Amendment") to their November 2018 license, development and supply agreement for the co-development and commercialization of cannabinoid-infused VersaFilm® products, settling IntelGenx's arbitration claim against Tilray.

Pursuant to the Second Amendment, IntelGenx has received an initial purchase order from Tilray for three SKUs (CBD20, THC10, THC10:CBD 10), with each SKU totalling 130,000 filmstrips. The Second Amendment also allows for IntelGenx's co-development and commercialization of CBD (pursuant to a previous amendment), THC, and combination THC:CBD products with additional partners. The Second Agreement removes any royalties paid to or from Tilray.

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 ~~nine~~three-month period ended ~~September~~March 3031, ~~2023~~2024 report an accumulated other comprehensive loss mainly due to foreign currency translation adjustments of $2,~~167~~145 primarily due to the fluctuations in the rates used to prepare our financial statements, $67308 of which positively impacted our comprehensive loss for the ~~nine~~three-month period ended ~~September~~March 3031, ~~2023~~2024. The following Management Discussion and Analysis takes this into consideration whenever material.

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

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.

3027

IntelGenx obtains its Adjusted EBITDA measurement by adding / (deducting) 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.

Reconciliation of Non-US-GAAP Financial Information

	Three-month periodended November 30				Nine-month periodended November 30
	Three-month period
	ended September 30,				ended September 30,
	ended March 31,
	2023		2022		2023		2022
	2024		2023
	$		$		$		$
Comprehensive loss	(23,~~547~~719	)	(2,~~975~~920	)	~~(8,480~~	)	~~(9,239~~	)
Add (deduct):
Depreciation	~~200~~202		~~196~~192		~~587~~		~~587~~
Finance costs	~~390~~792		~~286~~319		~~1,055~~		~~1,063~~
Finance income	(1-	)	(114	)	~~(28~~	)	(2	)
Share-based compensation	~~103~~300		3111		~~283~~		94
Other comprehensive (income) loss	(212	)	299		(67	)	1,293
Other comprehensive income	(308	)	(4	)
Adjusted EBITDA Loss	(2,067	)	(2,164	)	(6,650	)	(6,204	)
Adjusted EBITDA (Loss)	(2,733	)	(2,416	)

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

Adjusted EBITDA (Loss) ~~improved~~increased by $97317 for the three-month period ended ~~September~~March 3031, ~~2023~~2024 to ($2,~~067~~733) compared to ($2,~~164~~416) for the three-month period ended ~~September~~March 3031, ~~2022~~2023. The ~~improvement~~increase ofin Adjusted EBITDA (Loss) of $97317 for the three-month period ended ~~September~~March 3031, ~~2023~~2024 is mainly attributable to an increase in ~~revenues~~SG&A ~~of $176 and a decrease in Manufacturing~~ expenses of $~~141~~400 before consideration of stock-based compensation, offset by ~~increases~~a decrease in R&D expenses of $~~165~~57 before consideration of stock-based compensation, ~~and~~a ~~SG&A~~decrease in manufacturing expenses of $5514 before consideration of stock-based compensation, ~~expense~~and an increase in revenues of $12.

Results of operations for the three-month period ended March 31, 2024 compared with the three-month period ended March 31, 2023.

Adjusted EBITDA (Loss) increased by $446 for the nine-month period ended September 30, 2023 to ($6,650) compared to ($6,204) for the nine-month period ended September 30, 2022. The increase in Adjusted EBITDA (Loss) of $446 for the nine-month period ended September 30, 2023 is mainly attributable to a decrease in revenues of $164 and increases in SG&A expenses of $234 before consideration of stock-based compensation and R&D expenses of $221 before consideration of stock-based compensation, offset by a decrease in Manufacturing expenses of $173 before consideration of stock-based compensation expense.

	Three-month period
	ended March 31,
	2024		2023
	$		$
Revenue	174		162

Research and development Expenses	789		822
Manufacturing Expenses	484		472
Selling, General and Administrative Expenses	1,934		1,295
Depreciation of tangible assets	202		192

Operating loss	(3,235	)	(2,619	)
Net loss	(4,027	)	(2,924	)
Comprehensive loss	(3,719	)	(2,920	)

Results of operations for the three-month and nine-month periods ended September 30, 2023 compared with the three-month and nine-month periods ended September 30, 2022.

		Three-month period endedSeptember 30,						Nine-month period endedSeptember 30,
		2023			2022			2023		2022
Revenue	$	318		$	142		$	613		777
Research and Development Expenses		867			704			2,503		2,289
Manufacturing expenses		283			429			1,192		1,381
Selling, General and Administrative Expenses		1,338			1,204			3,851		3,405
Depreciation of tangible assets		200			196			587		587
Operating loss		(2,370	)		(2,391	)		(7,520	)	(6,885	)
Net loss		(2,759	)		(2,676	)		(8,547	)	(7,946	)
Comprehensive loss		(2,547	)		(2,975	)		(8,480	)	(9,239	)

Revenue

Total revenues for the three-month period ended ~~September~~March 3031, ~~2023~~2024 amounted to $~~318~~174, representing an increase of $~~176~~12 or ~~124~~7% compared to $~~142~~162 for the three-month period ended ~~September~~March 3031, ~~2022. Total revenues for the nine-month period ended September 30,~~ 2023 ~~amounted to $613, representing a decrease of $164 or 21% compared to $777 for the nine-month period ended September 30, 2022~~. The increase for the three-month period ended ~~September~~March 3031, ~~2023~~2024 compared to the last year's corresponding period is attributable to increases in R&D ~~Revenues~~revenues of $~~128,~~7 ~~R&D Milestone Revenues of $125~~ and Royalties on Product Sales of $~~2, offset by a decrease in Product Revenues of $79~~5. The decrease for the nine-month period ended September 30, 2023 compared to the last year's corresponding period is attributable to decreases in R&D Revenues of $195, Product Revenues of $79, and Royalties on Product Sales of $15, offset by a decrease in R&D Milestone Revenues of $125.

Research and development ("R&D") expenses

R&D expenses for the three-month period ended ~~September~~March 3031, ~~2023~~2024 amounted to $~~867~~789, representing ana ~~increase~~decrease of $~~163~~33 or 234%, compared to $~~704~~822 for the three-month period ended ~~September~~March 3031, ~~2022. R&D expenses for the nine-month period ended September 30,~~ 2023 ~~amounted to $2,503, representing an increase of $214 or 9%, compared to $2,289 for the nine-month period ended September 30, 2022~~.

32The decrease in R&D expenses for the three-month period ended March 31, 2024 is attributable to decreases in the allocation of the 20% credit of $33 as per the strategic development agreement with atai, consulting fees of $26, patent expenses of $16, and lab supplies of $8, offset by increases in study costs of $30 and salary expenses of $20.

~~The~~In ~~increase in R&D expenses for~~ the three-month period ended ~~September~~March 3031, ~~2023~~2024 iswe ~~attributable~~recorded toestimated ~~increases~~Research ~~in the allocation of the 20% credit of $95 as per the strategic development agreement with atai, study costs of $86,~~ and ~~salary~~Development ~~expenses~~Tax ofCredits ~~$66, offset by decreases in analytical costs~~ of $4437, ~~lab~~consistent ~~supplies~~with of $~~16,~~37 ~~and~~that anwas ~~increase~~recorded in ~~R&D estimated tax credits of $24. The increase in R&D expenses for~~ the ~~nine-month~~same period ~~ended September 30, 2023 is attributable to increases in the allocation~~ of the ~~20%~~previous credit of $132 as per the strategic development agreement with atai, study costs of $119, and salary expenses of $76, offset by a decrease in analytical costs of $70, lab supplies of $14 and an increase in R&D estimated tax credits of $29year.

In the three-month period ended September 30, 2023 we recorded estimated Research and Development Tax Credits of $37, compared with $13 that was recorded in the same period of the previous year. In the nine-month period ended September 30, 2023 we recorded estimated Research and Development Tax Credits of $81, compared with $52 that was recorded in the same period of the previous year.

Manufacturing expenses

Manufacturing expenses for the three-month period ended ~~September~~March 3031, ~~2023~~2024 amounted to $~~283~~484, representing aan ~~decrease~~increase of $~~146~~12 or 343%, compared to $~~429~~472 for the three-month period ended ~~September~~March 3031, ~~2022. Manufacturing expenses for the nine-month period ended September 30,~~ 2023 ~~amounted to $1,192 representing a decrease of $189 or 14%, compared to $1,381 for the nine-month period ended September 30, 2022~~.

The decrease in Manufacturing expenses for the three-month period ended September 30, 2023 is mainly attributable to decreases in salary expenses of $67 due to employee departures, supplies and consumables of $56, and repairs and maintenance of $40, offset by an increase in consulting fees of $6. The decrease in Manufacturing expenses for the nine-month period ended September 30, 2023 is mainly attributable to decreases in salary expenses of $152 due to employee departures, repairs and maintenance of $42, and quality expenses of $18, offset by an increase in supplies and consumables of $17.29

The increase in Manufacturing expenses for the three-month period ended March 31, 2024 is attributable to increases in salary expenses of $89 due to hiring and supplies and consumables of $8, offset by decreases in storage fees of $42, quality expenses of $22, consulting fees of $12, and repairs and maintenance of $9.

Selling, general and administrative ("SG&A") expenses

SG&A expenses for the three-month period ended ~~September~~March 3031, ~~2023~~2024 amounted to $1,~~338~~934, representing an increase of $~~134~~639 or 1149%, compared to $1,~~204~~295 for the three-month period ended ~~September~~March 3031, ~~2022. SG&A expenses for the nine-month period ended September 30,~~ 2023 ~~amounted to $3,851 representing an increase of $446 or 13%, compared to $3,405 for the nine-month period ended September 30, 2022~~.

The increase in SG&A expenses for the three-month period ended ~~September~~March 3031, ~~2023~~2024 is ~~mainly~~ attributable to ~~increases in salary and compensation expenses of $162 (mainly attributable to~~ the ~~revaluation of previously issued DSUs of $45, stock-based compensation expense of $79 and hiring of new officers), investor relations expenses of $13, and the~~ variation of the foreign exchange due to the depreciation of the CA dollar vs US currency in the amount of $33401, ~~offset by a decrease in professional fees of $86. The increase in SG&A expenses for the nine-month period ended September 30, 2023 is mainly attributable to~~ increases in ~~salary~~salaries and compensation expenses of $~~784~~266 (mainly ~~attributable~~due to the issuance ~~of new DSUs~~ and revaluation of ~~previously issued~~ DSUs ofin ~~$200,~~the ~~stock-based~~quarter ~~compensation~~and ~~expense~~the grant of ~~$212~~RSUs), ~~and~~consulting ~~hiring~~fees of ~~new officers)~~$33, investor relations expenses of $9014, and ~~insurance~~leasehold ~~expense~~expenses of $676, offset by ~~the~~decreases ~~variation~~in ofprofessional ~~the~~fees ~~foreign exchange due to the depreciation~~ of ~~the~~$45, CAinsurance ~~dollar~~expense ~~vs US currency in the amount~~ of $~~281~~24, and ageneral ~~decrease~~office inexpenses ~~professional fees~~ of $~~210~~12.

Depreciation of tangible assets

In the three-month period ended ~~September~~March 3031, ~~2023~~2024 we recorded an expense of $~~200~~202 for the depreciation of tangible assets, compared with an expense of $~~196~~192 for the same period of the previous year. ~~In the nine-month period ended September 30, 2023 we recorded an expense of $587 for the depreciation of tangible assets, compared with an expense of $587 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 ~~September~~March 3031, ~~2023~~2024 amounted to $~~103~~300 compared to $3111 for the three-month period ended ~~September~~March 3031, ~~2022. Share-based compensation warrants and share-based payments expense for the nine-month period ended September 30,~~ 2023 ~~amounted to $283 compared to $94 for the nine-month period ended September 30, 2022~~.

We expensed approximately $~~100~~299 in the three-month period ended ~~September~~March 3031, ~~2023~~2024 for options/PRSUs and RSUs granted to our employees in 2022, 2023 and 2024 under the 2022 Stock Option Plan and $31 for options granted to a consultant in 2024, compared with $288 and $3, respectively that was expensed in the same period of the previous year.

WeThere ~~expensed~~remains approximately $~~274~~514 in ~~the nine~~stock-~~month~~based ~~period~~compensation ~~ended~~to ~~September~~be ~~30,~~expensed ~~2023~~in ~~for~~fiscal ~~options~~2024 ~~granted~~through to2027 ~~our~~of ~~employees~~which ~~and~~ $912 ~~for~~relates ~~options~~to ~~granted~~the issuance of options to a consultant, ~~compared~~during ~~with~~2024. ~~$85~~We ~~and~~anticipate ~~$9,~~the ~~respectively~~issuance ~~that~~of ~~was~~additional ~~expensed~~options and warrants in the ~~same~~future, ~~period~~which ofwill ~~the~~continue ~~previous~~to ~~year.~~result in stock-based compensation expense

There remains approximately $567 in stock-based compensation to be expensed in fiscal 2023 through 2027 of which $3 relates to the issuance of options to a consultant during 2021. We anticipate the issuance of additional options and warrants in the future, which will continue to result in stock-based compensation expense.30

Key items from the balance sheet

		September30, 2023		December31, 2022		Increase/(Decrease)			PercentageIncrease/(Decrease)
		March 31, 2024		December31, 2023		Increase/(Decrease)			PercentageIncrease/(Decrease)
Current assets	$	32,~~211~~077	$	3,~~788~~441	$	(~~577~~1,364	)	$	(~~15%~~40)%
Leasehold improvements and equipment, net		3,~~976~~682		43,~~425~~958		(~~449~~276	)		(107%)
Security deposits		~~245~~244		~~245~~250		-(6	)		0(2%)
Operating lease right-of-use asset		~~681~~545		~~732~~633		(5188	)		(714%)
Current liabilities		3,816		2,374		1,442			61%
Current liabilities (excluding convertible notes and loan payable)		6,282		5,866		416			7%
Long-term debt		8,500		5,500		3,000			55%
Loan payable		8,319		7,401		918			12%
Convertible notes		67,~~371~~123		46,~~272~~995		~~2,099~~128			492%
Operating lease liability		~~275~~170		~~425~~230		(~~150~~60	)		(3526%)
Finance lease liability		5720		4237		15(17	)		36(46%)
Capital Stock		1		1		0			0%
Additional paid-in-capital		6869,~~337~~262		6768,~~340~~662		~~997~~600			1%

Going concern

The Company has financed its operations to date primarily through public offerings of its common stock, proceeds from issuance of convertible notes and debentures, bank loans, royalty, up-front and milestone payments, license fees, proceeds from exercise of warrants and options, and research and development revenues. 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 ~~September~~March 3031, ~~2023~~2024, the Company had cash ~~and short-term investments~~ totaling approximately $~~2,077~~772. 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~~Therefore, management plans to ~~alleviate~~explore ~~these~~any ~~conditions~~available ~~include~~strategic ~~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:~~alternatives.

~~• Raise funding through the possible sale of the Company's common stock, including public or private equity financings.~~31

~~• Raise~~Depending ~~funding~~on ~~through~~the ~~debt~~strategic ~~financing~~alternatives available and if the Company is unable to raise further 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 potentially delay, reduce or eliminate some of its research and development programs and commercial activities.

• Continue to seek partners to advance product pipeline.

• Expand oral film manufacturing activities.

• Initiate contract oral film manufacturing activities.

Current assets

Current assets totaled $32,~~211~~077 as at ~~September~~March 3031, ~~2023~~2024 compared with $3,~~788~~441 as at December 31, ~~2022~~2023. The decrease of $~~577~~1,364 is mainly attributable to ~~decreases~~a decrease in ~~short-term~~cash ~~investments~~ of $1,~~144~~510, ~~accounts~~offset ~~receivable~~by ofincreases ~~$103~~in ~~security~~prepaid ~~deposits~~expenses of $~~120~~16, ~~and~~ investment tax credits receivable of $6833, ~~offset by increases in cash of $694, prepaid expenses of $145,~~ and inventory of $19102.

Cash

Cash totaled $~~1,904~~772 as at ~~September~~March 3031, ~~2023~~2024 representing ana ~~increase~~decrease of $~~694~~1,510 compared with the balance of $12,~~210~~282 as at December 31, ~~2022~~2023. The ~~increase~~decrease in cash on hand relates to net cash ~~provided~~used byin ~~financing~~operating activities of $52,~~609~~856, offset by net cash provided by ~~investing~~financing activities of $1943,~~058,~~ and a positive foreign exchange effect of $~~25, offset by net cash used in operating activities of $5,998~~403.

Accounts receivable

Accounts receivable totaled $~~606~~618 as at ~~September~~March 3031, ~~2023~~2024 representing a decrease of $~~103~~4 compared with the balance of $~~709~~622 as at December 31, ~~2022~~2023. The ~~main reason for the~~ decrease is ~~the~~related ~~collection~~to in the ~~nine-month~~collection ~~period~~of ~~ended~~receivables ~~September~~offset ~~30,~~by ~~2023~~the invoicing of revenues ~~accounted~~incurred ~~for~~in asthe atthree-month ~~December~~period ~~31,~~ended ~~2022~~March ~~offset by revenues accounted for as at September 30~~31, ~~2023~~2024.

Prepaid expenses

As at ~~September~~March 3031, ~~2023~~2024 prepaid expenses totaled $~~282~~239 compared with $~~137~~223 as of December 31, ~~2022~~2023. The increase may be explained by advance payments made in ~~the~~January ~~nine-month period ended September 30, 2023~~2024.

Investment tax credits receivable

R&D investment tax credits receivable totaled approximately $91201 as at ~~September~~March 3031, ~~2023~~2024 compared with $~~159~~168 as at December 31, ~~2022~~2023. The ~~decrease~~increase is attributable to the ~~fact that the 2022 amount was collected in 2023, offset by the~~ accrual estimated and recorded for the ~~nine-month~~first ~~period~~three ~~ended~~months ~~September~~of ~~30, 2023~~2024.

Leasehold improvements and equipment

As at ~~September~~March 3031, ~~2023~~2024, the net book value of leasehold improvements and equipment amounted to $3,~~976~~682, compared to $43,~~425~~958 at December 31, ~~2022~~2023. In the ~~nine~~three-month period ended ~~September~~March 3031, ~~2023~~2024 additions to assets totaled $~~117~~Nil, and ~~comprised~~depreciation ofexpense ~~$66~~amounted ~~for~~to ~~lab equipment,~~ $~~39 for leasehold improvements~~202, ~~$9 for manufacturing equipment and $3 for computer equipment,~~ offset by ~~depreciation~~the ~~expense of $587 and~~ variation of foreign exchange fluctuation.

3632

Security deposit

A security deposit in the amount of CA$300 ($~~222~~221) 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 ~~September~~March 3031, ~~2023~~2024. Security deposits in the amount of CA$26 ($19) for utilities and CA$5 ($4) for Cannabis license were also recorded as at ~~September~~March 3031, ~~2023~~2024. Security deposit in the amount of CA$100 ($74) for Company credit cards was also recorded as at ~~September~~March 3031, ~~2023~~2024 but classified as short-term.

Accounts payable and accrued liabilities

Accounts payable and accrued liabilities totaled $3,~~193~~023 as at ~~September~~March 3031, ~~2023~~2024 compared with $2,~~102~~661 as at December 31, ~~2022~~2023. The increase is attributable to an increase in trade ~~payable~~payables for R&D and Manufacturing costs incurred ~~and an increase in the accrual recorded for DSUs granted to directors~~.

Accrued interest expense

Accrued interest expense totaled $1,426 as at March 31, 2024 compared with $1,249 as at December 31, 2023. The increase is attributable to the fact that the interest expense has not been paid.

Term loan

Term loan totaled $500 as at March 31, 2024 and as at December 31, 2023. Atai has granted to the Company a secured term loan for $500, bearing interest at 14%. Principal of and interest on this Term Loan from time to time outstanding shall be due and payable from thirty five percent (35%) of the proceeds of each closing of equity financing until the principal balance and any outstanding balance is paid in full. Regardless of whether any closing of equity financing occurs, the outstanding and remaining principal balance and interest on this term loan shall be due and payable by December 31, 2024. The interest for the three-month period ended March 31, 2024 amounts to $18 and is recorded in financing and interest expense (2023 - $Nil).

Loan payable

Loan payable totaled $8,~~500~~319 as at ~~September~~March 3031, ~~2023~~2024 as compared ~~with~~to $57,~~500~~401 as at December 31, ~~2022~~2023. ~~atai~~As ~~has~~at ~~granted~~March ~~the~~31, ~~Company~~2024, ~~a secured~~ loan payable in the amount of $87,~~500,~~649 ~~bearing~~(December ~~interest at 8%. The loan is guaranteed by the Company and secured by all present and future movable property~~31, ~~rights~~2023: ~~and~~$Nil) ~~assets~~were ofclassified ~~the~~as ~~Company, excluding any intellectual property or technology controlled or owned by the Company~~short-term.

Onatai ~~August~~has ~~31,~~granted ~~2023,~~to the Company ~~entered~~a ~~into~~secured anloan ~~amending~~in ~~agreement (~~the ~~"Amending~~amount ~~Agreement")~~of in$9,500, ~~respect~~bearing ofinterest at 8%. The loan is guaranteed by the ~~amended~~Company and ~~restated~~secured ~~loan~~by ~~agreement~~all ~~dated~~present asand offuture ~~September~~movable 14property, ~~2021~~rights ~~(the~~and ~~"Loan~~assets ~~Agreement")~~of ~~between~~ the Company, asexcluding ~~borrower,~~any ~~and~~intellectual ~~atai,~~property asor ~~lender~~technology ~~pursuant~~controlled toor ~~which,~~owned ~~among~~by ~~other~~the ~~things,~~Company. ~~the~~The ~~maturity~~loan ~~date~~is ofconvertible ~~the~~into ~~Loan~~shares ~~Agreement~~of ~~was~~common ~~extended~~stock ~~from~~of ~~January~~the 5Company. $8,500 ~~2024~~of tothe loan will mature on January 5, 2025, and $1,000 will mature on February 1, 2026. The interest for the ~~Company~~three-month ~~granted~~period ~~additional~~ended ~~security~~March 31, 2024 amounts to ~~atai~~$177 ~~over~~and ~~any~~is ~~non-licensed~~recorded ~~intellectual~~in ~~property~~financing ofand ~~the~~interest ~~Company~~expense ($164 in 2023). The accretion expense for the ~~"Loan~~three-month ~~Amendment"~~period ended March 31, 2024 amounts to $253 (2023: $Nil).

On September 30, 2023, the Company and atai also agreed, subject to obtaining TSX and Shareholders approval, to enter into a second amendment to the Loan Agreement (the "Second Amendment") to provide, among other things, for the ability for atai to convert the principal and accrued interest outstanding under the Loan Agreement into Shares.

The interest for the interest-month period ended September 30, 2023 amounts to $501 and is recorded in financing and interest expense ($311 in 2022).

Convertible notes

Convertible notes totaled $67,~~371~~123 as at ~~September~~March 3031, ~~2023~~2024 as compared to $46,~~272~~995 as at December 31, ~~2022~~2023. The convertible notes have been recorded as a liability. As at March 31, 2024, convertible notes in the amount of $2,585 (December 31, 2023: $2,557) were classified as short-term. The accretion expense for the period ended ~~September~~March 3031, ~~2023~~2024 amounts to $~~170~~128 ($~~130~~48 in ~~2022~~2023). The interest on the convertible notes as at ~~September~~March 3031, ~~2023~~2024 amounts to $~~347~~204 ($~~285~~97 in ~~2022~~2023) and is recorded in Financing and interest expense.

~~Shareholders' equity~~33

~~As at September 30, 2023, we had accumulated a deficit of $77,077 compared with an accumulated deficit of $68,530 as at December 31, 2022. Total assets amounted to $8,113 and shareholders~~Shareholders' deficit ~~totaled $10,906 as at September 30, 2023, compared with total assets and shareholders' deficit of $9,190 and $3,423 respectively, as at December 31, 2022.~~

37As at March 31, 2024, we had accumulated a deficit of $82,484 compared with an accumulated deficit of $78,457 as at December 31, 2023. Total assets amounted to $6,548 and shareholders' deficit totaled $15,366 as at March 31, 2024, compared with total assets and shareholders' deficit of $8,282 and $12,247 respectively, as at December 31, 2023.

Capital stock

As at ~~September~~March 3031, ~~2023~~2024 capital stock amounted to $1.746 (December 31, ~~2022~~2023: $1.746). 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 $6869,~~337~~262 as at ~~September~~March 3031, ~~2023~~2024, as compared to $6768,~~340~~662 as at December 31, ~~2022~~2023. Additional paid in capital increased by $~~997.~~600 ~~The~~from ~~increase~~which is$300 ~~due~~was to the value of the ~~atai~~ warrants ingranted ~~connection~~to ~~with~~atai ~~August 2023 private placement of $693, the value of the Agents' warrants~~ in connection with the ~~March~~Loan ~~2023~~Agreement ~~private~~and ~~placement~~$300 ofwas ~~$19,~~from stock- based compensation attributable to the amortization of stock options granted to employees ~~of $283 and $2 for stock options exercised~~.

Taxation

As at December 31, ~~2022~~2023, the date of our latest annual tax return, we had Canadian and provincial net operating losses of approximately $4552,~~041~~703 (December 31, ~~2021~~2022: $3945,~~823~~041) and $5263,~~004~~394 (December 31, ~~2021~~2022: $4352,~~482~~004) 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 2026 and ~~2042~~2043. A portion of the net operating losses may expire before they can be utilized.

As at December 31, ~~2022~~2023, the Company had non-refundable tax credits of $3,~~004~~391 thousand (~~2021~~2022: $23,~~912~~004 thousand) of which $8 thousand is expiring in 2026, $10 thousand is expiring in 2027, $~~166~~170 thousand is expiring in 2028, $~~146~~149 thousand is expiring in 2029, $~~124~~127 thousand is expiring in 2030, $~~132~~136 thousand is expiring in 2031, $~~166~~170 thousand is expiring in 2032, $~~110~~113 thousand is expiring in 2033, $8486 thousand expiring in 2034, $98101 thousand is expiring in 2035, $~~136~~139 thousand expiring in 2036, $~~259~~265 thousand is expiring in 2037, $~~558~~572 thousand expiring in 2038, $~~338~~346 thousand expiring in 2039, $~~220~~226 thousand expiring in 2040, $~~225~~231 thousand expiring in 2041, $270 thousand expiring in 2042, and $~~224~~272 thousand expiring in ~~2042~~2043, and undeducted research and development expenses of $1719,~~031~~142 thousand (~~2021~~2022: $1617,~~566~~031 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.

Key items from the statement of cash flows

September30, 2023

September30, 2022

Increase/(Decrease)

PercentageIncrease/(Decrease)

March 31,2024

March 31,2023

Increase/(Decrease)

PercentageIncrease/(Decrease)

Operating Activities

(52,~~999~~856

)

(62,~~963~~262

)

~~964~~(594

)

~~(14~~26%)

Financing Activities

~~5,609~~943

23,~~975~~648

(2,~~634~~705

)

89(74%)

Investing Activities

~~1,058~~-

~~1,233~~(74

)

(~~175~~74

)

(14100%)

Cash - end of period

~~1,904~~772

12,~~498~~520

~~406~~(1,748

)

27(69%)

Statement of cash flows

Net cash used in operating activities was $52,~~999~~856 for the ~~nine~~three-month period ended ~~September~~March 3031, ~~2023~~2024, compared to $62,~~963~~262 for the ~~nine~~three-month period ended ~~September~~March 3031, ~~2022~~2023. For the ~~nine~~three-month period ended ~~September~~March 3031, ~~2023~~2024, net cash used by operating activities consisted of a net loss of $84,~~547~~027 (~~2022~~2023: $72,~~946~~924) before depreciation, accretion expense, stock-based compensation, DSU expense, ~~interest paid by issuance of common shares,~~ and lease non-cash expense in the amount of $1,~~097~~125 (~~2022~~2023: $~~937~~396) and an increase in non-cash operating elements of working capital of $~~1,451~~46 (~~2022~~2023: $46266).

38The net cash provided by financing activities was $943 for the three-month period ended March 31, 2024, compared to $3,648 for the same period of 2023. For the three-month period ended March 31, 2024, an amount of $1,000 derives from issuance of a convertible loan, offset by transaction costs of convertible loan of $35 and finance lease payments for an amount of $22. For the three-month period ended March 31, 2023, an amount of $3,000 derives from the issuance of a loan and an amount of $697 derives from net proceeds from convertible notes, offset by transaction costs of convertible notes of $40 and finance lease payments of $9.

~~The~~Net ~~net~~ cash ~~provided~~used byin ~~financing~~investing activities ~~was~~amounted to $~~5,609~~Nil for the ~~nine~~three-month period ended ~~September~~March 3031, ~~2023~~2024, compared to ~~$2,975~~net ~~for~~cash ~~the~~used ~~same~~in ~~period~~investing activities of ~~2022.~~$74 ~~For~~for the ~~nine~~three-month period ended ~~September~~March 3031, 2023,. anThe ~~amount of $3,000 derives from the issuance of a loan, an amount of $2,220 derives from atai private placement, an amount of $697 derives from~~ net ~~proceeds~~cash ~~from~~used ~~convertible~~in ~~notes,~~investing ~~and~~activities anfor ~~amount of $2 derives from~~ the ~~proceeds from exercise of stock options, offset by transaction costs of atai private placement of $234, transaction costs of convertible notes of $40 and finance lease payments of $36. For the nine~~three-month period ended ~~September~~March 3031, ~~2022,~~2023 anrelates ~~amount~~to ofthe ~~$3,000~~purchase ~~derives from issuance~~ of afixed ~~loan,~~assets ~~offset by finance lease payments for an amount~~ of $2574.

~~Net~~The ~~cash~~balance ~~provided by investing activities amounted to $1,058 for the nine-month period ended September 30, 2023, compared to net cash provided by investing activities~~ of ~~$1233 for the nine-month period ended September 30, 2022. The net~~ cash ~~provided~~as byat ~~investing~~March ~~activities for the nine-month period ended September 30~~31, ~~2023~~2024 ~~relates~~amounted to ~~the redemption of short-term investments of~~ $1772,~~175,~~ ~~offset~~compared ~~by the purchase of fixed assets of $117. The net cash provided by investing activities for the nine-month period ended September 30, 2022 relates~~ to ~~the redemption of short-term investments of~~ $72,~~219,~~520 ~~offset~~as byat ~~the~~March ~~acquisition of short-term investments of $5~~31,~~739~~ ~~and the purchase of fixed assets of $247~~2023.

The balance of cash as at September 30, 2023 amounted to $1,904, compared to $1,498 as at September 30, 2022.

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.

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~~35

~~This~~ Item is5. ~~not~~Other ~~applicable.~~Information

39 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.
101.INS	Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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: November 9, 2023	By: /s/ Dwight Gorham
Date: May 15, 2024		By: /s/ Dwight Gorham
	------------------------------------
		Dwight Gorham
	Dwight Gorham
		Chief Executive Officer
	Chief Executive Officer
Date: May 15, 2024		By: /s/ Andre Godin
Date: November 9, 2023	By: /s/ Andre Godin
		Andre Godin
	------------------------------------
		Principal Accounting Officer
	Andre Godin
	Principal Accounting Officer

4036

September 30, 2023

December 31,2022

Authorized -

450,000,000 common shares of $0.00001 par value

20,000,000 preferred shares of $0.00001 par value

174,658,096 (December 31, 2022 -174,646,196) common shares

Filing Compare · IntelGenx Technologies Corp.