EXHIBIT
99.3
INTELLIPHARMACEUTICS
INTERNATIONAL INC.
September
19, 2018
Notice to Warrant Holders
Dear
Warrant Holder:
Reference is made
to that certain Common Stock Purchase Warrant issued to you (the
“Holder”) on or after October 13, 2017 in connection
with the execution of that certain Securities Purchase Agreement
between you and Intellipharmaceutics International Inc. (the
“Company”), dated October 11, 2017 (the
“Warrant” and collectively with the other warrants
issued under such Securities Purchase Agreement, the
“Warrants”). This letter constitutes a notice pursuant
to Section 3(f) of the Warrant and in accordance with the notice
provisions contained in Section 5(h) thereof. All capitalized terms
not separately defined in this Notice shall have the same meanings
as defined in the Warrants.
We are
writing to inform you, as a registered holder of one or more
Warrants, that the Company has effected a consolidation, or reverse
stock split, of the issued and outstanding common shares of the
Company (the “reverse split”). The Board of Directors
of the Company has selected a share consolidation ratio of ten (10)
pre-consolidation shares for one (1) post-consolidation common
share. On September 12, 2018, the Company filed articles of
amendment which implemented the reverse split and the
Company’s common shares began trading on each of The NASDAQ
Capital Market (“Nasdaq”) and the Toronto Stock
Exchange (“TSX”) on a post-split basis under the
Company’s existing trade symbol “IPCI” at the
market open on September 14, 2018.
Pursuant to the
terms of the Warrants, each then-outstanding Warrant will be
adjusted such that (subject to any future adjustment pursuant to
the Warrant’s terms):
●
the initial
Exercise Price per common share of US$1.25 shall hereafter be
multiplied by 10 (i.e., the
quotient resulting from the fraction in which (i) the numerator is
the number of common shares outstanding immediately before the
reverse split and (ii) the denominator is the number of common
shares outstanding immediately after the reverse split), resulting
in an adjusted Exercise Price of US$12.50 (subject to any future
adjustment pursuant to the Warrant’s terms); and
●
the number of
shares issuable upon exercise of the Warrant shall be
proportionately adjusted such that the aggregate Exercise Price of
the Warrant shall remain unchanged.
The
reverse split was previously approved by the shareholders of the
Company at a special meeting held on August 15, 2018.
If
you should have any questions, please do not hesitate to contact
Andrew Patient, Chief Financial Officer of the Company, at
416.798.3001 ext. 106.
* * * * *
PLEASE ATTACH THIS NOTICE TO THE
CERTIFICATE EVIDENCING THE WARRANT(S)
CURRENTLY HELD BY YOU