UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
IntelGenx Technologies Corp.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
45822R101
(CUSIP Number)
February 27, 2015
(Date of Event Which
Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[X] Rule
13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Page 1 of 5 pages
| CUSIP No. 45822R101 |
|
1. |
NAMES OF REPORTING
PERSONS Roadmap Capital Inc. (“Roadmap”) | |||
|
2. |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP |
(a) [ ] | ||
|
3. |
SEC USE ONLY | |||
|
4. |
CITIZENSHIP OR
PLACE OF ORGANIZATION | |||
|
NUMBER OF |
5. |
SOLE VOTING
POWER | ||
|
6. |
SHARED VOTING
POWER | |||
|
7. |
SOLE DISPOSITIVE POWER | |||
|
|
|
8. |
SHARED DISPOSITIVE POWER
| |
|
9. |
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON | |||
|
10. |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
| |||
|
11. |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) | |||
|
12. |
TYPE OF REPORTING PERSON (See
Instructions) | |||
(1) This amount includes 3,068,847 shares of common stock owned of record by BluMont Innovation PE Strategy, as to which Roadmap acts as an investment adviser.
(2) Based upon 63,465,256 shares of the Issuer’s stock issued and outstanding as of November 7, 2014 (as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 12, 2014).
Page 2 of 5 pages
Item 1.
| (a) |
Name of Issuer |
IntelGenx Technologies Corp.
| (b) |
Address of Issuer’s Principal Executive Offices |
6425 Abrams, Ville St. Laurent, Quebec, Canada H4S 1X9
Item 2.
| (a) |
Name of Person Filing |
Roadmap Capital Inc.
| (b) |
Address of Principal Business Office or, if none, Residence |
130 Bloor Street West, Suite 603, Toronto, Ontario, Canada M5S 1N5
| (c) |
Citizenship or Place of Organization |
Canada
| (d) |
Title of Class of Securities |
Common Stock
| (e) |
CUSIP Number |
45822R101
Item 3. If the statement is filed pursuant to §§ 240.13d -1(b) or 240.13d -2(b) or (c), check whether the person filing is a:
| (a) | [ ] | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | [ ] | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | [ ] | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | [ ] | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | [ ] | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | [ ] | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | [ ] | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | [ ] | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | [ ] | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | [X] | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) | [ ] | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. Institution in accordance with § 240.13d -1(b)(1)(ii)(J), please specify the type of institution: investment adviser registered in Ontario, Canada.
Page 3 of 5 pages
Item 4. Ownership.
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page and is incorporated herein by reference.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. [X]
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
The securities as to which this schedule is filed by Roadmap, in its capacity as investment adviser, are owned of record by BluMont Innovation PE Strategy (“BIPES”). BIPES’s fund manager, Arrow Capital Management Inc., shares the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such securities with Roadmap.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to an investment adviser registered in Ontario, Canada is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
Page 4 of 5 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| March 6, 2015 |
| Date |
Roadmap Capital Inc.
| By: /s/ Hugh Cleland |
| Name/Title: Hugh Cleland, CEO and CFO |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d -7 for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
Page 5 of 5 pages