Filed pursuant to Rule 424(b)(3)
Registration No. 333-226239
PROSPECTUS SUPPLEMENT NO. 2
(To
Prospectus dated August 8, 2018)
INTELLIPHARMACEUTICS INTERNATIONAL INC.
6,858,334 Common Shares
This
Prospectus Supplement No. 2 (this "Prospectus Supplement") amends
and supplements our Prospectus dated August 8, 2018, as
supplemented by prospectus supplement no. 1, dated August 15, 2018
(the "Prospectus"), which forms a part of our Registration
Statement (our "Registration Statement") on Form F-1 (Registration
No. 333-226239). This Prospectus Supplement is being filed to amend
and supplement the information included or incorporated by
reference in the Prospectus with the information contained in this
Prospectus Supplement. The Prospectus and this Prospectus
Supplement relate to the resale, from time to time, of up to
6,858,334 common shares by certain of our shareholders identified
in the Prospectus.
This
Prospectus Supplement includes information from our Report on Form
6-K, which was filed with the Securities and Exchange Commission on
September 11, 2018.
This
Prospectus Supplement should be read in conjunction with the
Prospectus that was previously filed, except to the extent that the
information in this Prospectus Supplement updates and supersedes
the information contained in the Prospectus.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE "SEC") NOR
ANY STATE SECURITIES COMMISSION OR CANADIAN SECURITIES REGULATOR
HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
_______________
The
date of this Prospectus Supplement is September 11,
2018
Intellipharmaceutics Closed US$0.5 Million Convertible Debenture
Financing
On September 11, 2018, Intellipharmaceutics
International Inc. (the "Company") issued a press release announcing
the issuance in a private placement financing (the "Financing") of
an unsecured convertible debenture in the principal amount of
US$0.5 million (the "Debenture"), which will mature September 1,
2020.
The
Debenture bears interest at a rate of 10% per annum, payable
monthly, is pre-payable at any time at the option of the Company,
and is convertible at any time into common shares at a conversion
price of US$0.30 per common share at the option of the holder. The
Financing was non-brokered and the net proceeds are to be used for
working capital and general corporate purposes. If the Debenture is
fully converted into common shares of the Company, the shares would
represent approximately 3.8% of the Company’s currently
issued common shares on a non-diluted basis.
Dr. Isa
Odidi, CEO and Co-Founder, and Dr. Amina Odidi, COO and Co-Founder,
provided the Company with the US$0.5 million proceeds for the
Debenture. Drs. Isa and Amina Odidi directly and through their
family holding company own approximately 13.3% of the
Company’s currently issued shares on a non-diluted basis. The
participation of Drs. Isa and Amina Odidi, as related parties in
the Debenture transaction, was approved by directors of the Company
who are independent of such related parties. A copy of the press
release is included as Exhibit 99.1 to the Report on Form 6-K,
which was filed with the Securities and Exchange Commission on
September 11, 2018.