UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________ 
FORM 6-K
 _______________________________
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of November 2015
Commission file number 0-30752
 _______________________________
AETERNA ZENTARIS INC.
_______________________________ 
1405 du Parc-Technologique Boulevard
Quebec City, Québec
Canada, G1P 4P5
(Address of principal executive offices)
 _______________________________
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F  ý    Form 40-F  ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes  ¨    No  ý
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-            .





DOCUMENTS INDEX

Documents
Description
99.1
Aeterna Zentaris' Interim Financial Report - Third Quarter 2015 (Q3)
99.2
Certification of the Chief Executive Officer pursuant to National Instrument 52-109
99.3
Certification of the Chief Financial Officer pursuant to National Instrument 52-109






SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
 
 
 
 
 
AETERNA ZENTARIS INC.
 
 
 
 
Date: November 5, 2015
 
By:
 
/s/ Phil Theodore
 
 
 
 
Phil Theodore
 
 
 
 
Senior Vice President





Exhibit 99.1


Third Quarter 2015
Management's Discussion and Analysis
of Financial Condition and Results of Operations

Company Overview
Aeterna Zentaris Inc. is a specialty biopharmaceutical company engaged in developing and commercializing novel treatments in oncology, endocrinology and women's health.
Our drug development efforts are focused currently on two lead, clinical-stage development compounds: ZoptrexTM (zoptarelin doxorubicin), which has the potential to become the first United States ("US") Food and Drug Administration ("FDA")-approved medical therapy for advanced, recurrent endometrial cancer, and Macrilen™ (macimorelin), a novel orally-active ghrelin agonist for use in evaluating adult growth hormone deficiency ("AGHD"). Additionally, our Erk inhibitors and luteinizing hormone releasing hormone ("LHRH")-Disorazol Z compounds, potential oncology-indication product candidates, are in pre-clinical development.
We also continue to work concurrently to pursue strategic commercial initiatives in connection with our goal to become a commercially operating specialty biopharmaceutical organization. Our vision includes in-licensing, acquiring, promoting or co-promoting additional appropriate commercial products, as well as optimizing the ultimate launch of our potential product candidates (i.e. Macrilen™ and ZoptrexTM) in certain strategic territories, including the US, Canada and the European Union, where we already have business activities. We also intend to license out certain commercial rights to licensees in territories where such out-licensing would enable the Company to ensure development, registration and launch of our product candidates.
The Company's common shares are listed both on The NASDAQ Capital Market ("NASDAQ"), under the symbol "AEZS", and on the Toronto Stock Exchange ("TSX"), under the symbol "AEZ".
Introduction
This Management's Discussion and Analysis ("MD&A") provides a review of the results of operations, financial condition and cash flows of Aeterna Zentaris Inc. for the three-month and nine-month periods ended September 30, 2015. In this MD&A, "Aeterna Zentaris", the "Company", "we", "us", "our" and the "Group" mean Aeterna Zentaris Inc. and its subsidiaries. This discussion should be read in conjunction with the Company's condensed interim consolidated financial statements and the accompanying notes thereto as at September 30, 2015 and for the three-month and nine-month periods ended September 30, 2015 and 2014 (the "condensed interim consolidated financial statements"). Our condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting ("IAS 34").
All amounts in this MD&A are presented in US dollars, except for share, option and warrant data, or as otherwise noted.
About Forward-Looking Statements
This document contains forward-looking statements, which reflect our current expectations regarding future events. Forward-looking statements may include words such as "anticipate", "assume", "believe", "could", "expect", "foresee", "goal", "guidance", "intend", "may", "objective", "outlook", "plan", "seek", "should", "strive", "target" and "will". Forward-looking statements involve risks and uncertainties, many of which are discussed in this MD&A and others of which are discussed under the caption "Key Information – Risk Factors" in our most recent Annual Report on Form 20-F filed with the relevant Canadian securities regulatory authorities in lieu of an annual information form and with the US Securities and Exchange Commission ("SEC"). Such statements include, but are not limited to, statements about the progress of our research, development and clinical trials and the timing of, and prospects for, regulatory approval and commercialization of our product candidates, the timing of expected results of our studies, anticipated results of these studies, statements about the status of our efforts to establish a commercial operation and to obtain the right to promote or sell products that we did not develop and estimates regarding our capital requirements and our need for, and our ability to obtain, additional financing. Known and unknown risks

(1)


Third Quarter MD&A - 2015

and uncertainties could cause our actual results to differ materially from those in the forward-looking statements. Such risks and uncertainties include, among others, the availability of funds and resources to pursue our research and development ("R&D") projects, the successful and timely completion of clinical studies, the degree of market acceptance once our products are approved for commercialization, our ability to take advantage of business opportunities in the pharmaceutical industry, our ability to protect our intellectual property, uncertainties related to the regulatory process and general changes in economic conditions. See also the section entitled "Risk Factors and Uncertainties" in this MD&A.
Given these uncertainties and risk factors, readers are cautioned not to place undue reliance on any forward-looking statements. We disclaim any obligation to update any such factors or to publicly announce any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments, unless required to do so by a governmental authority or by applicable law.
About Material Information
This MD&A includes information that we believe to be material to investors after considering all circumstances. We consider information and disclosures to be material if they result in, or would reasonably be expected to result in, a significant change in the market price or value of our securities, or where it is likely that a reasonable investor would consider the information and disclosures to be important in making an investment decision.
The Company is a reporting issuer under the securities legislation of all of the provinces of Canada, and our securities are registered with the SEC. The Company is therefore required to file or furnish continuous disclosure information, such as interim and annual financial statements, MD&A, proxy or information circulars, annual reports on Form 20-F, material change reports and press releases with the appropriate securities regulatory authorities. Copies of these documents may be obtained free of charge upon request from the Company's Corporate Secretary or on the Internet at the following addresses: www.aezsinc.com, www.sedar.com and www.sec.gov.
Key Developments
Status of Our Drug Pipeline
(1)
Phase 2 in ovarian cancer completed.
(2)
Investigator-driven and sponsored Phase 2 trial in prostate cancer completed.
(3)
Potential oral prostate cancer vaccine available for co-development/out-licensing.
(4)
Available for co-development/out-licensing.
(5)
Compound library transferred to The Medical University of South Carolina ("MUSC"). We have access to future potential development candidates.

(2)


Third Quarter MD&A - 2015

Zoptrex™ (zoptarelin doxorubicin)
ZoptrexTM is a complex molecule that combines a synthetic peptide carrier with doxorubicin, a well-known chemotherapy agent. The synthetic peptide carrier is an LHRH agonist, a modified natural hormone with affinity for the LHRH receptor. The design of the compound allows for the specific binding and selective uptake of the cytotoxic conjugate by LHRH receptor-positive tumors. Potential benefits of this targeted approach include a better efficacy and a more favorable safety profile with lower incidence and severity of side effects as compared to doxorubicin alone.
We believe that ZoptrexTM has the potential to become the first FDA-approved medical therapy for advanced, recurrent endometrial cancer, potentially resulting in the compound's rapid adoption as a novel core therapy for patient treatment and management, representing a significant potential market opportunity for the Company. Moving forward, we will continue to develop our commercialization plans regarding ZoptrexTM in this indication. In addition, contingent on the success of the ZoptEC (Zoptarelin Doxorubicin in Endometrial Cancer) pivotal Phase 3 clinical trial in women with advanced, recurrent or metastatic endometrial cancer, we have additional areas of interest for further therapeutic development for zoptarelin doxorubicin, including ovarian, prostate, breast cancer and potentially bladder cancer.
On October 13, 2015, we announced that the independent Data and Safety Monitoring Board ("DSMB") had recommended that the pivotal Phase 3 ZoptEC study continue as planned. The DSMB's decision followed completion of its pre-specified second interim analysis on efficacy and safety at approximately 192 events. In April 2015, the DSMB had made the same recommendation following its first pre-specified analysis on safety and futility at approximately 128 events. A final analysis of the data is expected at approximately 384 events.
During the quarter, we also announced that ZoptrexTM had met the primary end-point of the investigator-driven and sponsored Phase 2 clinical trial in Castration and Taxane Resistant Prostate Cancer ("CRPC") and demonstrated good tolerability. This was a single-arm Simon Optimum design Phase 2 study in 25 patients with CRPC.
Pre-clinical developments
As for our compounds in earlier stages of development, and as part of our resource optimization program implemented in 2014, we have decided to streamline our drug discovery activities and focus on specific projects related to our Erk inhibitors and our LHRH-disorazol Z product candidates.
Commercial Developments
EstroGel® 
During the quarter, we continued our promotional efforts related to our agreement with ASCEND Therapeutics US LLC ("ASCEND") to detail EstroGel®, a leading non-patch transdermal hormone replacement therapy product, in specific agreed-upon US territories in exchange for commissions revenue that is based upon incremental sales of the product that are generated over pre-established baselines.
Saizen® 
In late July, our contract sales force launched the promotion of Saizen® [somatropin (rDNA origin) for injection], a recombinant human growth hormone registered in the US for the treatment of growth hormone deficiency in children and adults. Pursuant to our promotional services agreement signed in May 2015 with EMD Serono, our contracted sales force details Saizen® to designated medical professionals across 23 specified US territories, representing an important incremental field promotion activity in support of Saizen®. Payment to Aeterna Zentaris is based on new, eligible patient starts on Saizen® above an agreed-upon baseline.
Our commercial operations consist of 23 full-time sales representatives and a sales-management staff, all of whom provide services pursuant to our agreement with a contract sales organization. The structuring and implementation of the commercial operations organization is felt to provide direct value through our existing co-promotion commercial activities, as well as to support our efforts to in-license and/or acquire products into our portfolio.



(3)


Third Quarter MD&A - 2015

Corporate Developments
Public Offering and Related Events
On September 21, 2015, we entered into definitive agreements with the holders (the "Consenting Holders") of approximately 90% of our outstanding Series B Common Share Purchase Warrants (the "Series B Warrants"), which had been issued in connection with our public offering completed in March 2015. These agreements were intended to reduce the dilutive effect of the exercise of the Series B Warrants by establishing a cap on the number of shares issuable upon the alternate net cashless exercise of the Series B Warrants until the close of business on November 17, 2015. Under the terms of the agreements that became effective upon approval of the TSX and satisfaction of all regulatory conditions on September 24, 2015, the number of Common Shares issuable per Series B Warrant with respect to net cashless exercises prior to the close of business on November 17, 2015 may not exceed 33.23 based on a floor on the volume weighted average price of $0.0541.
On November 2, 2015, we announced that the holders (the "Participating Holders") of substantially all of the remaining outstanding Series B Warrants at that time had agreed to exercise all of the 4.1 million Series B Warrants held by them, at a maximum exercise ratio of approximately 33.23 common shares per warrant in accordance with the alternate cashless exercise feature in such Series B Warrants. Following the exercise of Series B Warrants by the Participating Holders in accordance with the terms of the agreements, approximately 0.8 million Series B Warrants, with an expiry date of September 12, 2016, will remain outstanding, representing approximately 2.7% of the originally issued number of Series B Warrants. As at November 5, 2015, a total of $2.9 million had been paid to the Participating Holders pursuant to the aforementioned agreements.
Between May 26, 2015 and November 4, 2015, we issued a total of approximately 507.2 million common shares pursuant to the exercise of approximately 27.2 million Series B Warrants on an alternate cashless basis.
Class Action Dismissal
On September 14, 2015, the United States District Court for the District of New Jersey (the "Court") dismissed the lawsuit that had been filed against the Company, but granted the plaintiffs leave to amend. In dismissing the lawsuit, the Court stated that "taking the complaint as a whole, plaintiffs have failed to state a claim" under the Private Securities Litigation Reform Act of 1995 or Rule 9 of the Federal Rules of Civil Procedure. On October 14, 2015, the plaintiffs filed a Second Amended Complaint against the Company. The Company will seek to have the lawsuit dismissed again, because management believes that the Second Amended Complaint also fails to state a claim.
Lease agreement
During the quarter, we terminated our lease arrangement for laboratory, office and storage space in Germany and entered into a new lease agreement for the rental of less space on the same premises. The new lease will enable us to save an estimated $0.5 million per year commencing in 2016 and through the expiry of the lease term, which is April 30, 2021.
Share consolidation
On October 16, 2015, we announced that we had convened a special meeting of shareholders to be held on Monday, November 16, 2015, to consider a special resolution authorizing the consolidation of the issued and outstanding Common Shares of the Company at a consolidation ratio of between 8-for-1 and 100-for-1. This consolidation is being submitted to shareholders so that the Company may avoid a potential delisting of our common shares from the NASDAQ and to improve our capital structure.
Restructuring
On October 12, 2015, we announced that our Board of Directors had approved a plan to restructure the finance and accounting operations and to close our Quebec City office. We will transfer all functions performed by the five employees in our Quebec City office to other personnel and will be adding new finance and accounting personnel, including a new Chief Financial Officer, in our Charleston, South Carolina, office.
The Company has committed to implementing the aforementioned restructuring immediately. We expect to record a provision for restructuring costs during the three-month period ended December 31, 2015, and this provision will include severance payments and other directly related costs.

(4)


Third Quarter MD&A - 2015

Condensed Interim Consolidated Statements of Comprehensive Loss Information
 
 
Three months ended September 30,
 
Nine months ended September 30,
(in thousands, except share and per share data)
 
2015
 
2014
 
2015
 
2014
 
 
$
 
$
 
$
 
$
Revenues
 
 
 
 
 
 
 
 
Sales commissions, license fees and other
 
173

 

 
443

 

 
 
173

 

 
443

 

Operating expenses
 
 
 
 
 
 
 
 
Research and development costs
 
4,050

 
6,142

 
12,991

 
17,434

General and administrative expenses
 
1,910

 
2,763

 
7,355

 
7,207

Selling expenses
 
1,714

 
938

 
5,123

 
1,807

 
 
7,674

 
9,843

 
25,469

 
26,448

Loss from operations
 
(7,501
)
 
(9,843
)
 
(25,026
)
 
(26,448
)
Finance income
 
40

 
1,091

 
279

 
5,266

Finance costs
 
(7,940
)
 
(2,877
)
 
(15,438
)
 

Net finance (costs) income
 
(7,900
)
 
(1,786
)
 
(15,159
)
 
5,266

Net loss from continuing operations
 
(15,401
)
 
(11,629
)
 
(40,185
)
 
(21,182
)
Net income from discontinued operations
 
111

 
292

 
60

 
465

Net loss
 
(15,290
)
 
(11,337
)
 
(40,125
)
 
(20,717
)
Other comprehensive (loss) income:
 
 
 
 
 
 
 
 
Items that may be reclassified subsequently to profit or loss:
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
 
(21
)
 
(387
)
 
1,260

 
(481
)
Items that will not be reclassified to profit or loss:
 
 
 
 
 
 
 
 
Actuarial gain (loss) on defined benefit plans
 

 
(1,099
)
 
960

 
(3,169
)
Comprehensive loss
 
(15,311
)
 
(12,823
)
 
(37,905
)
 
(24,367
)
Net loss per share (basic and diluted) from continuing operations
 
(0.07
)
 
(0.20
)
 
(0.29
)
 
(0.37
)
Net income per share (basic and diluted) from discontinued operations
 
0.00

 
0.00

 
0.00

 
0.01

Net loss per share (basic and diluted)
 
(0.07
)
 
(0.20
)
 
(0.29
)
 
(0.36
)
Weighted average number of shares outstanding:
 
 
 
 
 
 
 
 
Basic and diluted
 
229,450,370

 
59,163,710

 
137,825,986

 
56,881,919



(5)


Third Quarter MD&A - 2015

Revenues
Revenues recorded during the three-month and nine-month periods ended September 30, 2015 resulted primarily from the amortization of a one-time, non-refundable payment made to us in December 2014 in connection with a master collaboration agreement, a technology transfer and technical assistance agreement and a license agreement we entered into with Sinopharm A-Think Pharmaceuticals Co., Ltd. ("Sinopharm") related to ZoptrexTM. In addition, we continued to generate commissions revenue in connection with our co-promotion efforts related to EstroGel®, pursuant to the co-promotion services agreement entered into with ASCEND.
We expect revenues during the fourth quarter of 2015 to be higher than those recorded during the third quarter of 2015 due to the recording of higher commissions revenue associated with our promotional efforts related to EstroGel® and as we begin to generate commissions revenues related to Saizen®.
Operating Expenses
R&D costs were $4.1 million and $13.0 million for the three-month and nine-month periods ended September 30, 2015, respectively, compared to $6.1 million and $17.4 million for the same periods in 2014.
The decrease for the three-month and nine-month periods ended September 30, 2015, as compared to the same periods in 2014, is attributable to lower comparative employee compensation and benefits costs, facilities rent and maintenance as well as other costs. A substantial portion of this decrease is due to the realization of cost savings in connection with our global resource optimization program for which a provision had been recorded in the third quarter of 2014, as well as to the weakening, in 2015, of the EUR against the US dollar, which has appreciated on average by approximately 11.5% from the nine-month period ended September 30, 2014 to the same period in 2015. This decrease was partly offset by higher third-party costs, as described below.
The following table summarizes our R&D costs by nature of expense:
 
 
Three months ended September 30,
 
Nine months ended September 30,
 
(in thousands)
 
2015
 
2014
 
2015
 
2014
 
 
 
$
 
$
 
$
 
$
 
Third-party costs
 
2,861

 
2,431

 
8,992

 
7,259

 
Employee compensation and benefits
 
840

 
3,017

*
2,794

 
7,198

*
Facilities rent and maintenance
 
88

 
367

 
631

 
1,272

 
Gain on disposal of equipment
 

 

 
(274
)
 

 
Other costs**
 
261

 
327

 
848

 
1,705

 
 
 
4,050

 
6,142

 
12,991

 
17,434

 
 _________________________
*
Includes a provision for restructuring in the amount of $1.6 million.
**
Includes depreciation, amortization, impairment charges and reversal of unused provision, as well as operating foreign exchange gains/losses.








(6)


Third Quarter MD&A - 2015



The following tables summarize primary third-party R&D costs, by product candidate, incurred by the Company during the three-month and nine-month periods ended September 30, 2015 and 2014.
(in thousands, except percentages)
 
Three months ended September 30,
 
Three months ended September 30,
Product Candidate
 
2015
 
2014
 
 
$
 
%
 
$
 
%
ZoptrexTM (zoptarelin doxorubicin)
 
1,985

 
69.4

 
2,122

 
87.3

Erk inhibitors
 
355

 
12.4

 
80

 
3.3

Macrilen™ (macimorelin)
 
408

 
14.3

 
68

 
2.8

LHRH-Disorazol Z
 
50

 
1.7

 
47

 
1.9

Other
 
63

 
2.2

 
114

 
4.7

 
 
2,861

 
100.0

 
2,431

 
100.0

(in thousands, except percentages)
 
Nine months ended September 30,
 
Nine months ended September 30,
Product Candidate
 
2015
 
2014
 
 
$
 
%
 
$
 
%
ZoptrexTM (zoptarelin doxorubicin)
 
7,147

 
79.5

 
6,059

 
83.5

Erk inhibitors
 
1,010

 
11.2

 
376

 
5.2

Macrilen™ (macimorelin)
 
578

 
6.4

 
212

 
2.9

LHRH-Disorazol Z
 
139

 
1.5

 
202

 
2.8

Other
 
118

 
1.4

 
410

 
5.6

 
 
8,992

 
100.0

 
7,259

 
100.0


As shown above, a substantial portion of the quarter-to-date and year-to-date third-party R&D costs relates to development initiatives associated with ZoptrexTM, and in particular with our pivotal Phase 3 ZoptEC clinical trial initiated in 2013 with Ergomed PLC (formerly Ergomed Clinical Research Limited, hereinafter referred to as "Ergomed"). Third-party costs attributable to ZoptrexTM increased by $1.1 million during the nine-month period ended September 30, 2015, as compared to the same period in 2014, mainly due to a higher comparative number of patients enrolled in the clinical trial, which is now fully enrolled.
During the nine-month period ended September 30, 2015, ongoing services provided by Ergomed included the conducting of monitoring visits at various clinical sites, screening and enrolment initiatives, investigation-related management and analysis as well as regulatory and quality assurance support. ZoptEC-related efforts are progressing in accordance with pre-established timelines. As we continue to closely monitor all initiatives supported by Ergomed, we may decide to revise some of the trial's parameters or expand the scope of work performed by Ergomed, and consequently, total estimated costs in connection with the co-development and revenue sharing agreement may be adjusted. To date, our arrangement with Ergomed has been revised following our decision to open additional clinical sites and to perform additional sub-studies, resulting in overall, cumulative cost increases of approximately $1.8 million, as compared to our original expectations. We currently estimate that we will incur approximately $7 million pursuant to our agreement with Ergomed over the next 15 months as we proceed with and complete our ZoptEC trial.
Excluding the impact of foreign exchange rate fluctuations, we expect R&D costs to increase in the last quarter of 2015, as compared to the third quarter of 2015, with the recent initiation of our confirmatory Phase 3 clinical trial for MacrilenTM. Based on currently available information and taking into account our more detailed forecasts for MacrilenTM trials, and excluding the impact of foreign exchange rate fluctuations, we now expect that we will incur overall R&D costs of between $20 million and $22 million for the year ended December 31, 2015.


(7)


Third Quarter MD&A - 2015



General and administrative ("G&A") expenses were $1.9 million and $7.4 million for the three-month and nine-month periods ended September 30, 2015, respectively, as compared to $2.8 million and $7.2 million for the same periods in 2014. The comparative year-to-date increase is mainly attributable to transaction costs incurred in connection with the completion of our public offering completed in March 2015.
Excluding the impact of foreign exchange rate fluctuations, we expect G&A expenses to be similar in the last quarter of 2015, as compared to the third quarter of 2015, except for the impact of the restructuring provision that is expected to be recorded in the last quarter of 2015, as described above. Based on currently available information and forecasts, excluding the impact of foreign exchange rate fluctuations, we now expect that our G&A expenses will be higher for the year ended December 31, 2015, as compared to the year ended December 31, 2014, mainly due to the recording of transaction costs in connection with the completion of the March 2015 Offering in the first quarter of 2015 and to the recording of a provision for restructuring following the announcement of activities that will lead to the closure of our Quebec City office by year-end.
Selling expenses were $1.7 million and $5.1 million for the three-month and nine-month periods ended September 30, 2015, respectively, as compared to $0.9 million and $1.8 million for the same periods in 2014.
The increase in selling expenses for the three-month and nine-month periods ended September 30, 2015, as compared to the same periods in 2014, is mainly attributable to the implementation of our promotional activities associated with EstroGel®, which commenced in late 2014. We also expanded the size of our contracted sales force from 19 to 23 sales representatives in order to support our promotional efforts associated with Saizen®. More specifically, during the three-month and nine-month periods ended September 30, 2015, approximately $1.0 million and $3.0 million, respectively, of our selling expenses represented additional costs associated with our contracted sales force and our own sales and marketing staff.
Net finance costs increased by $6.1 million and $20.4 million for the three-month and nine-month periods ended September 30, 2015, as compared to the same periods in 2014. These increases are almost entirely attributable to the change in fair value of our warrant liability. Such change in fair value results from the periodic "mark-to-market" revaluation, via the application of the intrinsic valuation and the Black-Scholes option pricing models, of outstanding share purchase warrants. The "mark-to-market" warrant valuation most notably has been impacted by the issuance of 74.6 million additional share purchase warrants and by the closing price of our common shares, which, on the NASDAQ, decreased from $0.60 per share on December 31, 2014 to $0.09 per share on September 30, 2015.
Net loss for the three-month and nine-month periods ended September 30, 2015 was $15.3 million and $40.1 million, respectively, or $0.07 and $0.29, respectively, per basic and diluted share, compared to $11.3 million and $20.7 million, or $0.20 and $0.36 per basic and diluted share, for the same periods in 2014. These increases are predominantly due to higher comparative net finance costs and to higher comparative selling expenses, partially offset by lower comparative R&D costs, as explained above.












(8)


Third Quarter MD&A - 2015

Quarterly Consolidated Results of Operations Information
(in thousands, except for per share data)
 
Three months ended
 
 
September 30,
2015
 
June 30,
2015
 
March 31,
2015
 
December 31,
2014
 
 
$
 
$
 
$
 
$
Revenues
 
173

 
197

 
73

 
11

Loss from operations
 
(7,501
)
 
(7,989
)
 
(9,536
)
 
(10,947
)
Net (loss) income from continuing operations
 
(15,401
)
 
(15,148
)
 
(9,636
)
 
3,995

Net (loss) income
 
(15,290
)
 
(15,099
)
 
(9,736
)
 
4,153

Net (loss) income per share from continuing operations (basic and diluted)*
 
(0.07
)
 
(0.14
)
 
(0.13
)
 
0.06

Net (loss) income per share (basic and diluted)*
 
(0.07
)
 
(0.14
)
 
(0.13
)
 
0.06

(in thousands, except for per share data)
 
Three months ended
 
 
September 30,
2014
 
June 30,
2014
 
March 31,
2014
 
December 31,
2013
 
 
$
 
$
 
$
 
$
Revenues
 

 

 

 

Loss from operations
 
(9,843
)
 
(8,410
)
 
(8,195
)
 
(7,972
)
Net loss from continuing operations
 
(11,629
)
 
(5,249
)
 
(4,304
)
 
(10,596
)
Net loss
 
(11,337
)
 
(5,024
)
 
(4,356
)
 
(8,243
)
Net loss per share from continuing operations (basic and diluted)*
 
(0.20
)
 
(0.09
)
 
(0.08
)
 
(0.28
)
Net loss per share (basic and diluted)*
 
(0.20
)
 
(0.09
)
 
(0.08
)
 
(0.22
)
_________________________
*
Net (loss) income per share is based on the weighted average number of shares outstanding during each reporting period, which may differ on a quarter-to-quarter basis. As such, the sum of the quarterly net (loss) income per share amounts may not equal year-to-date net (loss) income per share.
Historical quarterly results of operations and net (loss) income from continuing operations cannot be taken as reflective of recurring revenue or expenditure patterns or of predictable trends, largely given the unpredictable quarterly variations attributable to our net finance (costs) income, which in turn are comprised of the impact of the periodic "mark-to-market" revaluation of our warrant liability and of foreign exchange gains and losses. Additionally, our R&D costs historically have varied on a quarter-over-quarter basis due to the ramping up or winding down of potential product candidate activities, which in turn are dependent upon a number of factors that often do not occur on a linear or predictable basis.
More recently, our selling expenses have increased on a quarter-over-quarter basis due to the ramping up of pre-commercialization activities associated with Macrilen™ (prior to the receipt of a Complete Response Letter from the FDA in November 2014) and to the deployment of our contracted sales force related to our promotional activities associated with EstroGel® and Saizen®.
In addition to the items referred to above, our net (loss) income also has been impacted by net variations attributable to our discontinued operations related to the manufacturing of Cetrotide® and related activities in the fourth quarter of 2013.


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Third Quarter MD&A - 2015

Condensed Interim Consolidated Statement of Financial Position Information
 
 
As at September 30,
 
As at December 31,
 
 
2015
 
2014
 
 
$
 
$
Cash and cash equivalents1
 
38,345

 
34,931

Trade and other receivables and other current assets
 
1,206

 
1,286

Restricted cash equivalents
 
262

 
760

Other non-current assets
 
9,088

 
10,458

Total assets
 
48,901

 
47,435

Payables and other current liabilities
 
4,861

 
7,574

Warrant liability (current and non-current portions)
 
16,752

 
8,225

Non-financial non-current liabilities2
 
14,464

 
17,152

Total liabilities
 
36,077

 
32,951

Shareholders' equity
 
12,824

 
14,484

Total liabilities and shareholders' equity
 
48,901

 
47,435

_________________________
1 
Of which approximately $3.1 million was denominated in EUR as at September 30, 2015 ($3.6 million as at December 31, 2014)
2 
Comprised mainly of employee future benefits and provisions for onerous contracts.
The increase in cash and cash equivalents as at September 30, 2015, as compared to December 31, 2014, is due to the receipt of net proceeds of $34.4 million in connection with our public offering completed in March 2015, offset by variations in components of our working capital and by the effect of exchange rate fluctuations.
The decrease in payables and other current liabilities as at September 30, 2015, as compared to December 31, 2014, is mainly explained by the decrease of our provision for restructuring costs, following severance payments made during the first nine months of 2015, as well as by the lower comparative exchange rate of the EUR against the US dollar, which strengthened by approximately 8.0% from December 31, 2014 to September 30, 2015.
Our warrant liability increased from December 31, 2014 to September 30, 2015 predominantly due to the issuance of 74.6 million additional share purchase warrants in connection with our public offering completed in March 2015, as discussed above, and to net fair value losses of $14.0 million, which were recorded pursuant to our periodic "mark-to-market" revaluation of the underlying outstanding share purchase warrants. This increase was partly offset by a $5.9 million reduction resulting from the early expiry and derecognition of 21.1 million warrants previously issued in connection with offerings completed in November 2013 and January 2014 and by a $20.6 million reduction resulting from the exercise of 23.4 million warrants.
The decrease in shareholders' equity as at September 30, 2015, as compared to December 31, 2014, is mainly attributable to the net increase in our deficit due to the recording of our year-to-date net loss, partly offset by an actuarial gain on our pension-related employee benefit obligation. This decrease in shareholders' equity is partly offset by the increase in our share capital following the issuance of shares in connection with our public offering completed in March 2015 and by the increase in our accumulated other comprehensive income due to foreign currency translation adjustments.

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Third Quarter MD&A - 2015

Financial Liabilities, Obligations and Commitments
We have certain contractual lease obligation commitments. Expected future minimum lease payments and future minimum sublease receipts under non-cancellable operating leases (subleases) are as follows:
 
 
As at September 30, 2015
(in thousands)
 
Minimum lease payments
 
Sublease income
 
 
$
 
$
Less than 1 year
 
1,252

 
(304
)
1 – 3 years
 
2,112

 
(320
)
4 – 5 years
 
1,392

 

More than 5 years
 
364

 

Total
 
5,120

 
(624
)
During the quarter ended September 30, 2015, our lease arrangement in Germany for laboratory, office, and storage space was terminated, and we entered into a new lease agreement for the rental of less space on the same premises as compared to our former arrangement. The new lease expires on April 30, 2021 and is subject to renewal upon notice by us for two additional four-year periods. Under the terms of the arrangement, the minimum lease payment may be increased or decreased in accordance with the fluctuations in the German consumer price index up to 5% on a cumulative basis.
Outstanding Share Data
As at November 4, 2015, we had 632,724,282 common shares issued and outstanding, as well as 3,930,154 stock options and 54,008,587 warrants outstanding, including 2,606,451 Series B Share Purchase Warrants that contain the alternate cashless exercise feature.
Capital Disclosures
Our objective in managing capital, consisting of shareholders' equity, with cash and cash equivalents and restricted cash equivalents being its primary components, is to ensure sufficient liquidity to fund R&D activities, selling expenses, general and administrative expenses and working capital.
Over the past several years, we have increasingly raised capital via public equity offerings and drawdowns under various "At-the-market" sales programs as our primary source of liquidity.
Our capital management objective remains the same as that in previous periods. The policy on dividends is to retain cash to keep funds available to finance the activities required to advance our product development portfolio and to pursue appropriate commercial opportunities as they may arise.
We are not subject to any capital requirements imposed by any regulators or by any other external source.
Liquidity, Cash Flows and Capital Resources
Our operations and capital expenditures have been financed through certain transactions impacting our cash flows from operating activities, public equity offerings, as well as from drawdowns under various "At-the-market" programs.
Based on our assessment, which took into account current cash levels, as well as our strategic plan, corresponding budgets and forecasts and ability to scale down some expenses as needed, we believe that we have sufficient liquidity and financial resources to fund planned expenditures and other working capital needs for at least, but not limited to, the 12-month period following the statement of financial position date of September 30, 2015.
We may endeavour to secure additional financing, as required, through strategic alliance arrangements or through other activities, as well as via the issuance of new share capital or other securities.

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Third Quarter MD&A - 2015

The variations in our liquidity by activity are explained below.
(in thousands)
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
$
 
$
 
$
 
$
Cash and cash equivalents - Beginning of period
 
45,458

 
39,553

 
34,931

 
43,202

Cash flows from operating activities:
 
 
 
 
 
 
 
 
Cash used in operating activities from continuing operations
 
(7,261
)
 
(6,432
)
 
(25,277
)
 
(22,111
)
Cash provided by (used in) operating activities from discontinued operations
 
111

 
(117
)
 
(173
)
 
(388
)
 
 
(7,150
)
 
(6,549
)
 
(25,450
)
 
(22,499
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
Net cash provided by financing activities
 

 
9,837

 
28,737

 
22,283

 
 

 
9,837

 
28,737

 
22,283

Cash flows from investing activities:
 
 
 
 
 
 
 
 
Net cash provided by (used in) investing activities
 
435

 
(18
)
 
919

 
(57
)
 
 
435

 
(18
)
 
919

 
(57
)
Effect of exchange rate changes on cash and cash equivalents
 
(398
)
 
(871
)
 
(792
)
 
(977
)
Cash and cash equivalents - End of period
 
38,345

 
41,952

 
38,345

 
41,952


Operating Activities
Cash used in operating activities totalled $7.2 million and $25.5 million for the three-month and nine-month periods ended September 30, 2015, respectively, compared to $6.5 million and $22.5 million for the same periods in 2014
The increase in cash used in operating activities for the three-month period ended September 30, 2015, as compared to the same period in 2014 is due mainly to higher cash operating expenses and higher trade accounts payable settlements.
The increase in cash used in operating activities for the nine-month period ended September 30, 2015, as compared to the same period in 2014 is related in large part to severance payments made earlier in 2015 in connection with our resource optimization program referred to above.
We expect net cash used in operating activities to increase slightly in the fourth quarter of 2015, as compared to the third quarter of 2015, mainly as we expect that our net disbursements associated with our R&D activities will be higher, due to the expected increase in third-party costs associated with the recent initiation of our confirmatory Phase 3 clinical trial for Macrilen. This expected increase is also related to our heightened promotional activities, for which we expanded during the third quarter the size of our contracted sales force from 19 to 23 sales representatives in order to support our promotional efforts associated with Saizen®, and to severance payments that will be made during the last quarter. This guidance may vary significantly in future periods, most notably in light of ongoing business development initiatives, as discussed further below.
Financing Activities
Cash flows provided by financing activities were nil and $28.7 million for the three-month and nine-month periods ended September 30, 2015, respectively, compared to $9.8 million and $22.3 million for the same periods in 2014. The increase for the nine-month period ended September 30, 2015, as compared to the same period in 2014, is due to higher net proceeds received from the issuance of common shares and warrants.


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Third Quarter MD&A - 2015

Critical Accounting Policies, Estimates and Judgments
The preparation of consolidated financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of our assets, liabilities, revenues, expenses and related disclosures. Judgments, estimates and assumptions are based on historical experience, expectations, current trends and other factors that management believes to be relevant at the time at which our consolidated financial statements are prepared.
Management reviews, on a regular basis, the Company's accounting policies, assumptions, estimates and judgments in order to ensure that our consolidated financial statements are presented fairly and in accordance with IFRS. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
Critical accounting estimates and assumptions, as well as critical judgments used in applying accounting policies in the preparation of our condensed interim consolidated financial statements were the same as those that applied to our annual consolidated financial statements as at December 31, 2014 and December 31, 2013 and for the years ended December 31, 2014, 2013 and 2012, except as pertaining to the determination of the fair value attributable to the Series A and Series B Warrants, our accrued pension benefit obligation, to which we applied an adjusted discount rate assumption at the end of the second quarter and our contingencies.
Recent Accounting Pronouncements
Not yet adopted
The final version of IFRS 9, Financial instruments ("IFRS 9"), was issued by the IASB in July 2014 and will replace IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 introduces a model for classification and measurement, a single, forward-looking expected loss impairment model and a substantially reformed approach to hedge accounting. The new single, principle-based approach for determining the classification of financial assets is driven by cash flow characteristics and the business model in which an asset is held. The new model also results in a single impairment model being applied to all financial instruments, which will require more timely recognition of expected credit losses. It also includes changes in respect of an entity's own credit risk in measuring liabilities elected to be measured at fair value, so that gains caused by the deterioration of an entity's own credit risk on such liabilities are no longer recognized in profit or loss. IFRS 9, which is to be applied retrospectively, is effective for annual periods beginning on or after January 1, 2018 and is available for early adoption. In addition, an entity's own credit risk changes can be applied early in isolation without otherwise changing the accounting for financial instruments. We are currently assessing the impact that this new standard may have on our consolidated financial statements.
In May 2014, the IASB issued IFRS 15, Revenue from Contracts with Customers. The objective of this new standard is to provide a single, comprehensive revenue recognition framework for all contracts with customers to improve comparability of financial statements of companies globally. This new standard contains principles that an entity will apply to determine the measurement of revenue and timing of when it is recognized. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. This new standard is effective for annual periods beginning on or after January 1, 2018, with early adoption permitted. We are currently assessing the impact that this new standard may have on our consolidated financial statements.
In the 2012-2014 annual improvements cycle, the IASB issued four amendments to four standards, which included an amendment to IFRS 5, Non-current Assets Held for Sale and Discontinued Operations, to add specific guidance for cases in which an entity reclassifies an asset from held for sale to held for distribution or vice versa and cases in which held-for-distribution accounting is discontinued. An amendment was made to IFRS 7, Financial Instruments: Disclosures, to clarify whether a servicing contract is continuing involvement in a transferred asset, and clarification on offsetting disclosures in condensed interim financial statements. An amendment was made to IAS 34 to clarify the meaning of "elsewhere in the interim report" and require a cross-reference. These amendments are applicable to annual periods beginning on or after July 1, 2016. We are currently assessing the impact of these amendments on our consolidated financial statements.



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Third Quarter MD&A - 2015

Outlook for the remainder of 2015
Commercial Development
EstroGel® 
Our promotional efforts in support of EstroGel® continue to demonstrate positive promotional response, and ongoing activities by our contract sales force are expected to continue to result in exceeding pre-established baseline thresholds for unit sales in our US territories. We expect steady incremental growth of EstroGel prescriptions by competitively targeting high-volume transdermal prescribers, expanding our total prescriber base and increasing usage with our current high prescribers. For the remainder of 2015, we anticipate continued year-over-year growth of new and total prescriptions.      
Saizen® 
During the third quarter, we initiated promotional efforts in support of Saizen®. We recognize the value of direct promotion in the category of growth hormone treatments, and we look forward to exceeding pre-established baselines on a total nation basis by significantly increasing the share-of-voice in support of this product in territories not previously covered by EMD Serono. There are now 23 representatives actively promoting Saizen® in conjunction with our promotion of EstroGel®.
ZoptrexTM (zoptarelin doxorubicin)
With the recent DSMB recommendation that the pivotal Phase 3 ZoptEC study in women with advanced, recurrent, or metastatic endometrial cancer continue as planned, we are expanding our commercialization planning for ZoptrexTM. Our commercialization efforts will focus on the development of a scientific platform, the identification of key opinion leaders and the expansion of market research initiatives.
Macrilen™ (macimorelin)
We will focus on patient recruitment for the confirmatory Phase 3 trial in AGHD. We are also planning to initiate the QT study at the beginning of 2016. We currently estimate that the trials will be completed by the end of 2016, with a combined expenditure of between $6 million and $8 million over the trials period.
Summary of key expectations for revenues, operating expenditures and cash flows
As noted above, we expect to continue to record commissions revenue through year-end in connection with our co-promotion agreement for EstroGel and to begin to record commissions revenues in relation with our promotional services agreement for Saizen®. As for license fee revenues, we will continue to recognize the amortization of deferred revenues related to the agreements we entered into with Sinopharm in 2014, as mentioned above. 
As discussed above, excluding the impact of foreign exchange rate fluctuations, we expect that we will incur R&D costs of between $20 million and $22 million for the year ended December 31, 2015, including the recent initiation of our confirmatory Phase 3 clinical trial for Macrilen™.
As noted above, our main focus for R&D efforts will be on our ZoptrexTM later-stage compound, with the ongoing pivotal Phase 3 ZoptEC clinical trial as well as on Macrilen™ with the initiated confirmatory Phase 3 clinical trial and the planned TQT trial, where we continue to anticipate substantial investment to fund ongoing development initiatives. More specifically, we currently estimate that we will incur approximately $9.3 million pursuant to our agreements with Ergomed over the next 15 months as we complete our TQT and our confirmatory Phase 3 clinical trial for Macrilen™ and as we proceed and complete our ZoptEC trial.
We expect that selling expenses will increase for the year ended December 31, 2015, as compared to the year ended December 31, 2014, mainly due to our increased promotional activities associated with EstroGel® and Saizen®.
Excluding the impact of foreign exchange rate fluctuations, we expect that our G&A expenses will be higher for the year ended December 31, 2015, as compared to the year ended December 31, 2014, mainly due to the aforementioned recording of transaction costs in connection with our public offering completed in March 2015 and to the recording of a provision for restructuring following the announcement of activities that will lead to the closure of our Quebec City office by year-end.

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Third Quarter MD&A - 2015

Excluding any foreign exchange impacts, we now expect that our overall use of cash for operations in 2015 will now range from $37 million to $39 million as we continue to fund ongoing operating activities and working capital requirements. This guidance excludes any payments pursuant to the agreements with the Participating Holders, as discussed above, as we expect that those payments will be classified as financing activities during the three-month period ended December 31, 2015. The increase in cash expected to be used in operations, as compared to our previously announced guidance, is due to our expected higher net disbursements associated with our promotional activities for which we expanded the size of our contracted sales force from 19 to 23 sales representatives in order to support our promotional efforts associated with Saizen® and cash disbursements that we expect to make in connection with our aforementioned restructuring activities.
The preceding summary with regard to our revenue, operating expenditure and cash flow expectations excludes any consideration of any potential strategic commercial initiatives that may be consummated in connection with our efforts to expand our commercial operations in the US or elsewhere. As such, the guidance presented in this MD&A is subject to revision based on new information that is not currently known or available.
Financial Risk Factors and Other Instruments
Market risk
As noted above, the change in fair value of our warrant liability, which is measured at fair value through profit or loss, results from the periodic "mark-to-market" revaluation, via the application of the intrinsic valuation and the Black-Scholes option pricing models. These valuation models are impacted, among other inputs, by the market price of our common shares. As a result, the change in fair value of the warrant liability, which is reported as finance income (costs) in our consolidated statements of comprehensive loss, has been and may continue in future periods to be materially affected most notably by changes in our common share closing price, which on the NASDAQ has ranged from $0.05 to $0.84 during the nine-month period ended September 30, 2015.
If variations of -10% and +10% in the market price of our common shares were to occur, the impact on our net loss for the warrant liability held at September 30, 2015 would be as follows:
(in thousands)
 
Carrying
amount
 
-10%
 
+10%
 
 
$
 
$
 
$
Warrant liability
 
16,752

 
1,670

 
(1,670
)
Total impact on net loss – decrease / (increase)
 
 
 
1,670

 
(1,670
)
Liquidity risk
Liquidity risk is the risk that we will not be able to meet our financial obligations as they become due. We manage this risk through the management of our capital structure and by continuously monitoring actual and projected cash flows. Our Board of Directors reviews and approves our operating and capital budgets, as well as any material transactions out of the ordinary course of business. We have adopted an investment policy in respect of the safety and preservation of our capital to ensure our liquidity needs are met. The instruments are selected with regard to the expected timing of expenditures and prevailing interest rates.
We believe that we have sufficient funds to pay our ongoing general and administrative expenses, to pursue our R&D activities and to meet our obligations and existing commitments as they fall due at least through September 30, 2016. In making this assessment, we took into account all available information about the future, which is at least, but not limited to, twelve months from the end of the most recent reporting period. We expect to continue to incur operating losses and may require significant capital to fulfill our future obligations. Our ability to continue future operations beyond September 30, 2016 and to fund our activities is dependent on our ability to secure additional funding, which may be completed in a number of ways, including but not limited to licensing arrangements, partnerships, share and other security issuances and other financing activities. We will pursue such additional sources of financing when required, and while we have been successful in securing financing in the past, there can be no assurance we will be able to do so in the future or that these sources of funding or initiatives will be available to the Company or that they will be available on terms which are acceptable to us.

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Third Quarter MD&A - 2015

Credit risk
Credit risk is the risk of an unexpected loss if a customer or counterparty to a financial instrument fails to meet its contractual obligations. We regularly monitor credit risk exposure and take steps to mitigate the likelihood of this exposure resulting in losses. Our exposure to credit risk currently relates to cash and cash equivalents, to trade and other receivables and to restricted cash equivalents. We invest our available cash in amounts that are readily convertible to known amounts of cash and deposit our cash balances with financial institutions that are rated the equivalent of "Baa1" and above. This information is supplied by independent rating agencies where available and, if not available, we use publicly available financial information to ensure that we invest our cash in creditworthy and reputable financial institutions.
The maximum exposure to credit risk approximates the amount of financial assets recognized on our condensed interim consolidated statement of financial position.
Related Party Transactions and Off-Balance Sheet Arrangements
In addition to recurring payments made to members of our key management team, during the three-month and nine-month periods ended September 30, 2014, we incurred nil and $38,000 (nil for the three-month and nine-month periods ended September 30, 2015), respectively, in professional fees for services rendered by one of the members of the Company's Board of Directors in connection with special tasks mandated by the Company's Nominating, Corporate Governance and Compensation Committee.
As at September 30, 2015, we did not have any interests in special purpose entities or any other off-balance sheet arrangements.
Risk Factors and Uncertainties
Risks Associated with Operations
Our product candidates are currently in the development stage. It is impossible to ensure that the R&D activities related to these product candidates will result in the creation of profitable operations.
We are currently developing our product candidates based on R&D activities, preclinical testing and clinical trials conducted to date, and we may not be successful in developing or introducing to the market these or any other new products or technology. If we fail to develop and deploy new products successfully and on a timely basis, we may become non-competitive and unable to recover the R&D and other expenses we incur to develop and test new products. Additionally, if we are unable to successfully complete our clinical trial programs, or if such clinical trials take longer to complete than we project, our ability to execute our current business strategy will be adversely affected.
Even if our products are approved for commercialization, they may not be successful in the marketplace. Market acceptance of any of our products will depend on a number of factors including, but not limited to: demonstration of clinical efficacy and safety; the prevalence and severity of any adverse side effects; limitations or warnings contained in the product's approved labeling; availability of alternative treatments for the indications we target; the advantages and disadvantages of our products relative to current or alternative treatments; the availability of acceptable pricing and adequate third-party reimbursement; and the effectiveness of marketing and distribution methods for the products. If our products do not gain market acceptance among physicians, patients, healthcare payers and others in the medical community, who may not accept or utilize our products, our ability to generate significant revenues from our products would be limited and our financial condition could be materially adversely affected. In addition, if we fail to penetrate our core markets and existing geographic markets or successfully expand our business into new markets, the growth in sales of our products, along with our operating results, could be negatively impacted.
We rely heavily on our proprietary information in developing and manufacturing our product candidates, and our success will depend, in large part, on our ability to protect our competitive position through patents, trade secrets, trademarks and other intellectual property rights. We may not obtain adequate protection for our products through our intellectual property, despite efforts to protect our proprietary rights from unauthorized use or disclosure. If we are unable to protect the confidentiality of our proprietary information and know-how, the value of our technology and products could be adversely affected. In addition to patent protection, we may rely on other protections provided in the US or elsewhere, such as new chemical entity or new formulation exclusivity, to provide market exclusivity for a product candidate. We cannot provide

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Third Quarter MD&A - 2015

any assurance that ZoptrexTM or any of our drug candidates will obtain any market exclusivity and, as a result, the absence of market exclusivity may have an adverse impact on our operating results, financial position and cash flows.
We are currently dependent on certain strategic relationships with third parties and may enter into future collaborations for the R&D of our product candidates. Our arrangements with these third parties may not provide us with the benefits we expect and may expose us to a number of risks. We are also dependent on, and rely upon, third parties to perform various functions related to our business, including, but not limited to, the R&D of some of our product candidates. Our reliance on these relationships poses a number of risks. We may not realize the contemplated benefits of such agreements nor can we be certain that any of these parties will fulfill their obligations in a manner which maximizes our revenue. These arrangements may also require us to transfer certain material rights or issue our equity, voting or other securities to collaborators, licensees and others. Any license or sublicense of our commercial rights may reduce our product revenue.
We expect to rely on third parties to manufacture and supply marketed products. We also have or may have certain supply obligations vis-à-vis our existing and potential licensees, who are or will be responsible for the marketing of the products. To be successful, our products have to be manufactured in commercial quantities in compliance with quality controls and regulatory requirements. Even though it is our objective to minimize such risk by introducing alternative suppliers to ensure a constant supply at all times, we cannot guarantee that we will not experience supply shortfalls and, in such event, we may not be able to perform our obligations under contracts with our licensees.
We have incurred, and expect to continue to incur, substantial expenses in our efforts to develop and market products. Consequently, we have incurred operating losses historically, including in each of the last several years, and our operating losses have adversely impacted, and will continue to adversely impact, our working capital, total assets, operating cash flows and shareholders' equity. We do not expect to reach operating profitability in the immediate future, and our operating expenses are likely to continue to represent a significant component of our overall cost profile as we continue our R&D and clinical study programs, seek regulatory approval for our product candidates and carry out commercial activities. Even if we succeed in developing, acquiring or in-licensing new commercial products, we could incur additional operating losses for at least the next several years. If we do not ultimately generate sufficient revenue from commercialized products and achieve or maintain operating profitability, an investment in the Company could result in a significant or total loss.
In connection with our strategy to further transform the Company into a commercially operating specialty biopharmaceutical organization, we may enter into commercial arrangements with third parties, including but not limited to promotion, co-promotion, acquisition or in-licensing agreements, in efforts to establish and expand our commercial revenue base. We can provide no assurance that we will be able to identify potential product candidates or strategic commercial partners or, if we identify such product candidates or partners, that any related commercial arrangements will be consummated on terms that are favorable to us. To the extent that we are successful in entering into any strategic commercial arrangements or acquisition or in-licensing agreements with third parties, we cannot provide any assurance that any resulting initiatives or activities will be successful. To the extent that any related investments in such arrangements do not yield the expected benefits, our business, financial condition and results of operations may be materially adversely affected.
Future acquisitions or in-licensed products may not be successfully integrated. The failure to successfully integrate the personnel and operations of businesses that we may acquire or of products that we may in-license in the future with our existing operations, business and products could have a material adverse effect on our operations and results.
Risks Related to Our Financial Condition, Capital Requirements and Going Concern
We will require significant additional financing, and we may not have access to sufficient capital. We may require additional capital to pursue planned clinical trials and regulatory approvals, as well as further R&D and marketing efforts for our product candidates and potential products. We may attempt to raise additional funds through public or private financings, collaborations with other pharmaceutical companies or from other sources. Additional funding may not be available on terms which are acceptable to us. If adequate funding is not available to us on reasonable terms, we may need to delay, reduce or eliminate one or more of our product development programs or obtain funds on terms less favorable than we would otherwise accept. To the extent that additional capital is raised through the sale of equity securities or securities convertible into or exchangeable or exercisable for equity securities, the issuance of those securities would result in dilution to our shareholders. Moreover, the incurrence of debt financing or the issuance of dividend-paying preferred shares could result in a substantial portion of our future cash flows, if any, being dedicated to the payment of principal and

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Third Quarter MD&A - 2015

interest on such indebtedness or the payment of dividends on such preferred shares and could impose restrictions on our operations and on our ability to make certain expenditures and/or incur additional indebtedness. This could render us more vulnerable to competitive pressures and economic downturns. Although we state above that we believe that we had, as at September 30, 2015, sufficient liquidity and financial resources to fund planned expenditures and other working capital needs for at least, but not limited to, the 12-month period following such date, there can be no assurance that management will be able to reiterate such belief in the future, particularly in the event that we do not or are unable to raise additional capital, as we do not expect our operations to generate sufficient cash flow to fund our operations.
Risks Associated with Regulatory Matters
We will only receive regulatory approval for a product candidate if we can demonstrate in carefully designed and conducted clinical trials that the product candidate is both safe and effective. None of our current product candidates have to date received regulatory approval for their intended commercial sale. In general, significant R&D and clinical studies are required to demonstrate the safety and efficacy of our product candidates before we can submit regulatory applications. Though we may engage a contract research organization with experience in conducting regulatory trials, errors in the conduct, monitoring and/or auditing could invalidate the results from a regulatory perspective. Even if a product candidate is approved by the FDA, Health Canada's Therapeutic Products Directorate or any other regulatory authority, we may not obtain approval for an indication whose market is large enough to recover our investment in that product candidate. In addition, there can be no assurance that we will ever obtain all or any required regulatory approvals for any of our product candidates. Further, even if we receive marketing approval for our product candidates, such product approvals could be subject to restrictions or withdrawals. Regulatory requirements are subject to change.
We have limited experience in filing a new drug application ("NDA"), or similar application for approval in the US or in any country for our current product candidates, which may result in a delay in, or the rejection of, our filing of an NDA or similar application. During the drug development process, regulatory agencies will typically ask questions of drug sponsors. While we endeavor to answer all such questions in a timely fashion, some questions may not be answered in time to prevent the delay of acceptance of an NDA or the rejection of the NDA.
Risks Related to Our Organizational Structure and Key Personnel
Aeterna Zentaris Inc. is a holding company, and a substantial portion of our non-cash assets is the share capital of our subsidiaries. Because Aeterna Zentaris Inc. is a holding company, our obligations to our creditors are structurally subordinated to all existing and future liabilities of our subsidiaries. Our rights and the rights of our creditors to participate in any distribution of the assets of any subsidiary in the event that such a subsidiary were to be liquidated or reorganized or in the event of any bankruptcy or insolvency proceeding relating to or involving such a subsidiary, and therefore the rights of the holders of our shares to participate in those assets, are subject to the prior claims of such subsidiary's creditors. To the extent that we may be a creditor with recognized claims against any such subsidiary, our claims would still be subject to the prior claims of our subsidiary's creditors to the extent that they are secured or senior to those held by us. Accordingly, in the event of any foreclosure, dissolution, winding-up, liquidation or reorganization, or a bankruptcy or insolvency proceeding relating to us or our property, or any subsidiary, there can be no assurance as to the value, if any, that would be available to holders of our shares.
We are subject to intense competition for our skilled personnel, and the loss of key personnel or the inability to attract additional personnel could impair our ability to conduct our operations. We are highly dependent on our management and our clinical, regulatory and scientific staff, the loss of whose services might adversely impact our ability to achieve our objectives. Recruiting and retaining qualified management and clinical, scientific and regulatory personnel is critical to our success. Reductions in our staffing levels have eliminated redundancies in key capabilities and skill sets among our full-time staff and required us to rely more heavily on outside consultants and third parties. The competition for qualified personnel in the biopharmaceutical field is intense, and if we are not able to continue to attract and retain qualified personnel and/or maintain positive relationships with our outside consultants, we may not be able to achieve our strategic and operational objectives.



(18)


Third Quarter MD&A - 2015

Risks Related to Our Listing on the NASDAQ and the TSX
There can be no assurance that our common shares will remain listed on the NASDAQ. If we fail to meet any of the NASDAQ's continued listing requirements, our common shares may be delisted. On December 19, 2014, we received a notice from the NASDAQ regarding our failure to comply with the NASDAQ's $1.00 minimum bid price requirement. We have until December 14, 2015 to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of our common shares must be at least $1.00 per share for a minimum of ten consecutive business days.  We believe that the issuance of common shares upon the exercise of Series B Warrants is exerting downward pressure on the trading price of our common shares. If our belief is correct, the continued issuance of common shares upon the exercise of Series B Warrants and the sale of all or part of such common shares could prevent the closing bid price of our common shares from reaching $1.00 for ten consecutive business days. However, we have convened and will hold a special meeting of our shareholders on November 16, 2015, to consider a special resolution authorizing the consolidation of the issued and outstanding Common Shares of the Company at a consolidation ratio of between 8-for-1 and 100-for-1. This consolidation is being submitted to shareholders so that the Company may avoid a potential delisting of our common shares. There can be no assurance that our shareholders will approve the share consolidation or that, if they do, we will be able to maintain our listing on the NASDAQ. Any delisting of our Common Shares may adversely affect a shareholder's ability to dispose, or obtain quotations as to the market value, of such shares.
The market price of our common shares is subject to potentially significant fluctuations due to numerous developments directly affecting our business and by developments out of our control or unrelated to us. The stock market generally, and the biopharmaceutical sector in particular, are vulnerable to abrupt changes in investor sentiment. Prices of shares and trading volume of companies in the biopharmaceutical industry can swing dramatically in ways unrelated to, or that bear a disproportionate relationship to, operating performance. Our share price and trading volume may fluctuate based on a number of factors including, but not limited to: clinical and regulatory developments regarding our product candidates; delays in our anticipated development or commercialization timelines; developments regarding current or future third-party collaborators; other announcements by us regarding technological, product development or other matters; arrivals or departures of key personnel; governmental or regulatory action affecting our product candidates and our competitors' products in the US, Canada and other countries; developments or disputes concerning patent or proprietary rights; actual or anticipated fluctuations in our revenues or expenses; general market conditions and fluctuations for the emerging growth and biopharmaceutical market sectors; and economic conditions in the US, Canada or abroad.
Our listing on both the NASDAQ and the TSX may increase price volatility due to various factors, including different ability to buy or sell our common shares, different market conditions in different capital markets and different trading volumes. In addition, low trading volume may increase the price volatility of our common shares. A thin trading market could cause the price of our common shares to fluctuate significantly more than the stock market as a whole.
Risk Associated with a Class Action Lawsuit
The Company and certain of its current and former officers are defendants in a purported class-action lawsuit pending in the United States District Court for the District of New Jersey (the “Court”), brought on behalf of shareholders of the Company. The lawsuit alleges violations of the Securities Exchange Act of 1934 in connection with allegedly false and misleading statements made by the defendants between August 30, 2011 and November 6, 2014 (the "Class Period"), regarding the safety and efficacy of Macrilen™, a product that we developed for use in the diagnosis of adult growth hormone deficiency, and the prospects for the approval of our NDA for the product by the FDA. The plaintiffs seek to represent a class comprised of purchasers of our common shares during the Class Period and seek unspecified damages, costs and expenses and such other relief as determined by the court.
On September 14, 2015, the Court dismissed the lawsuit, but granted the plaintiffs leave to amend. In dismissing the lawsuit, the Court stated that "taking the complaint as a whole, plaintiffs have failed to state a claim" under the Private Securities Litigation Reform Act of 1995 or Rule 9 of the Federal Rules of Civil Procedure. On October 14, 2015, the plaintiffs filed a Second Amended Complaint against the Company. The Company will seek to have the lawsuit dismissed again, because management believes that the Second Amended Complaint also fails to state a claim.
While we believe that we have meritorious defenses and intend to defend this lawsuit vigorously, we cannot currently predict the outcome of this suit or reasonably estimate any potential loss that may result from this suit. Accordingly, we have not recorded any liability related to the lawsuit. No assurance can be given with respect to the ultimate outcome of

(19)


Third Quarter MD&A - 2015

such proceedings, and we could incur substantial unreimbursed legal fees, damages, settlements, judgments, and other expenses in connection with these proceedings that may not qualify for coverage under, or may exceed the limits of, our applicable director's and officers' insurance policies and could have a material adverse impact on our financial condition, results of operations, liquidity, and cash flows.

A more comprehensive list of the risks and uncertainties affecting us can be found in our most recent Annual Report on Form 20-F filed with the relevant Canadian securities regulatory authorities in lieu of an annual information form at www.sedar.com and with the SEC at www.sec.gov, and investors are urged to consult such risk factors.
Changes in Internal Controls over Financial Reporting
There have been no changes in our internal control over financial reporting during the three-month period ended September 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
The design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of certain events. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, including conditions that are remote.



(20)



Condensed Interim Consolidated Financial Statements
(Unaudited)



Aeterna Zentaris Inc.

As at September 30, 2015 and for the three-month and nine-month periods ended
September 30, 2015 and 2014
(presented in thousands of US dollars)




Aeterna Zentaris Inc.
Condensed Interim Consolidated Financial Statements
(Unaudited)
As at September 30, 2015 and for the three-month and nine-month periods ended September 30, 2015 and 2014




(2)


Aeterna Zentaris Inc.
Condensed Interim Consolidated Statements of Financial Position
(in thousands of US dollars)

(Unaudited)
 
September 30, 2015
 
December 31, 2014
 
 
$
 
$
ASSETS
 
 
 
 
Current assets
 
 
 
 
Cash and cash equivalents (note 4)
 
38,345

 
34,931

Trade and other receivables
 
951

 
867

Prepaid expenses and other current assets
 
255

 
419

 
 
39,551

 
36,217

Restricted cash equivalents
 
262

 
760

Property, plant and equipment
 
307

 
797

Other non-current assets
 
474

 
622

Identifiable intangible assets
 
264

 
352

Goodwill
 
8,043

 
8,687

 
 
48,901

 
47,435

LIABILITIES
 
 
 
 
Current liabilities
 
 
 
 
Payables and accrued liabilities (note 5)
 
4,448

 
5,799

Provision for restructuring costs (note 6)
 
163

 
1,505

Deferred revenues
 
250

 
270

Current portion of warrant liability (note 7)
 
13,740

 

 
 
18,601

 
7,574

Deferred revenues
 
562

 
809

Warrant liability (note 7)
 
3,012

 
8,225

Employee future benefits (note 8)
 
12,967

 
15,053

Provisions and other non-current liabilities
 
935

 
1,290

 
 
36,077

 
32,951

SHAREHOLDERS' EQUITY
 
 
 
 
Share capital (note 9)
 
186,022

 
150,544

Other capital
 
87,406

 
86,639

Deficit
 
(261,487
)
 
(222,322
)
Accumulated other comprehensive income (loss)
 
883

 
(377
)
 
 
12,824

 
14,484

 
 
48,901

 
47,435

Basis of preparation (note 1)
Commitments and contingencies (note 17)
Subsequent events (note 18)
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Approved by the Board of Directors
/s/ David A. Dodd
 
/s/ Gérard Limoges
David A. Dodd
Chairman of the Board
 
Gérard Limoges
Director

(3)


Aeterna Zentaris Inc.
Condensed Interim Consolidated Statements of Changes in Shareholders' Equity
For the nine-month periods ended September 30, 2015 and 2014
(in thousands of US dollars, except share data)

(Unaudited)
 
Common shares (number of)1
 
Share capital
 
Pre-funded warrants
 
Other capital
 
Deficit
 
Accumulated other comprehensive (loss) income
 
Total
 
 
 
 
$
 
$
 
$
 
$
 
$
 
$
Balance - January 1, 2015
 
65,509,077

 
150,544

 

 
86,639

 
(222,322
)
 
(377
)
 
14,484

Net loss
 

 

 

 

 
(40,125
)
 

 
(40,125
)
Other comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Actuarial gain on defined benefit plans (note 8)
 

 

 

 

 
960

 

 
960

Foreign currency translation adjustments
 

 

 

 

 

 
1,260

 
1,260

Comprehensive (loss) income
 
 
 

 

 

 
(39,165
)
 
1,260

 
(37,905
)
Share issuances in connection with a public offering (note 9)
 
25,048,065

 
6,251

 

 

 

 

 
6,251

Pre-funded warrant issuances in connection with a public offering (note 9)
 

 

 
8,653

 

 

 

 
8,653

Share issuances pursuant to the exercise of pre-funded warrants (note 9)
 
34,629,355

 
8,653

 
(8,653
)
 

 

 

 

Share issuances pursuant to the exercise of non pre-funded warrants (note 7 and 9)
 
367,287,380

 
20,574

 

 

 

 

 
20,574

Share-based compensation costs
 

 

 

 
767

 

 

 
767

Balance - September 30, 2015
 
492,473,877

 
186,022

 

 
87,406

 
(261,487
)
 
883

 
12,824

(Unaudited)
 
Common shares (number of)1
 
Share capital
 
Other capital
 
Deficit
 
Accumulated other comprehensive income
 
Total
 
 
 
 
$
 
$
 
$
 
$
 
$
Balance - January 1, 2014
 
45,312,009

 
134,101

 
86,107

 
(203,925
)
 
781

 
17,064

Net loss
 

 

 

 
(20,717
)
 

 
(20,717
)
Other comprehensive loss:
 
 
 
 
 
 
 
 
 
 
 
 
Actuarial loss on defined benefit plans
 

 

 

 
(3,169
)
 

 
(3,169
)
Foreign currency translation adjustments
 

 

 

 

 
(481
)
 
(481
)
Comprehensive loss
 
 
 

 

 
(23,886
)
 
(481
)
 
(24,367
)
Share issuances in connection with a public offering
 
11,000,000

 
4,340

 

 

 

 
4,340

Share issuances in connection with "At-the-Market" drawdowns
 
7,597,985

 
10,061

 

 

 

 
10,061

Share-based compensation costs
 

 

 
306

 

 

 
306

Balance - September 30, 2014
 
63,909,994

 
148,502

 
86,413

 
(227,811
)
 
300

 
7,404

_________________________
1    Issued and paid in full.





The accompanying notes are an integral part of these condensed interim consolidated financial statements.

(4)


Aeterna Zentaris Inc.
Condensed Interim Consolidated Statements of Comprehensive Loss
For the three-month and nine-month periods ended September 30, 2015 and 2014
(in thousands of US dollars, except share and per share data)

 
 
Three months ended September 30,
 
Nine months ended September 30,
(Unaudited)
 
2015
 
2014
 
2015
 
2014
 
 
$
 
$
 
$
 
$
Revenues
 
 
 
 
 
 
 
 
Sales commissions, license fees and other
 
173

 

 
443

 

 
 
173

 

 
443

 

Operating expenses
 
 
 
 
 
 
 
 
Research and development costs
 
4,050

 
6,142

 
12,991

 
17,434

General and administrative expenses
 
1,910

 
2,763

 
7,355

 
7,207

Selling expenses
 
1,714

 
938

 
5,123

 
1,807

 
 
7,674

 
9,843

 
25,469

 
26,448

Loss from operations
 
(7,501
)
 
(9,843
)
 
(25,026
)
 
(26,448
)
Finance income (note 11)
 
40

 
1,091

 
279

 
5,266

Finance costs (note 11)
 
(7,940
)
 
(2,877
)
 
(15,438
)
 

Net finance (costs) income
 
(7,900
)
 
(1,786
)
 
(15,159
)
 
5,266

Net loss from continuing operations
 
(15,401
)
 
(11,629
)
 
(40,185
)
 
(21,182
)
Net income from discontinued operations
 
111

 
292

 
60

 
465

Net loss
 
(15,290
)
 
(11,337
)
 
(40,125
)
 
(20,717
)
Other comprehensive (loss) income:
 
 
 
 
 
 
 
 
Items that may be reclassified subsequently to profit or loss:
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
 
(21
)
 
(387
)
 
1,260

 
(481
)
Items that will not be reclassified to profit or loss:
 
 
 
 
 
 
 
 
Actuarial gain (loss) on defined benefit plans
 

 
(1,099
)
 
960

 
(3,169
)
Comprehensive loss
 
(15,311
)
 
(12,823
)
 
(37,905
)
 
(24,367
)
Net loss per share (basic and diluted) from continuing operations
 
(0.07
)
 
(0.20
)
 
(0.29
)
 
(0.37
)
Net income per share (basic and diluted) from discontinued operations
 
0.00

 
0.00

 
0.00

 
0.01

Net loss per share (basic and diluted)
 
(0.07
)
 
(0.20
)
 
(0.29
)
 
(0.36
)
Weighted average number of shares outstanding (notes 9 and 15):
 
 
 
 
 
 
 
 
Basic and diluted
 
229,450,370

 
59,163,710

 
137,825,986

 
56,881,919






The accompanying notes are an integral part of these condensed interim consolidated financial statements.

(5)


Aeterna Zentaris Inc.
Condensed Interim Consolidated Statements of Cash Flows
For the three-month and nine-month periods ended September 30, 2015 and 2014
(in thousands of US dollars)

 
 
Three months ended September 30,
 
Nine months ended September 30,
(Unaudited)
 
2015
 
2014
 
2015
 
2014
 
 
$
 
$
 
$
 
$
Cash flows from operating activities
 
 
 
 
 
 
 
 
Net loss from continuing operations
 
(15,401
)
 
(11,629
)
 
(40,185
)
 
(21,182
)
Items not affecting cash and cash equivalents:
 


 


 


 


Change in fair value of warrant liability (note 7)
 
7,573

 
2,877

 
13,986

 
(4,193
)
Provision for restructuring costs (note 6)
 
(75
)
 
1,852

 
(265
)
 
1,852

Depreciation, amortization and impairment
 
56

 
105

 
279

 
909

Share-based compensation costs
 
223

 
184

 
767

 
284

Employee future benefits (note 8)
 
99

 
148

 
298

 
467

Amortization of deferred revenues
 
(62
)
 

 
(187
)
 

Foreign exchange loss (gain) on items denominated in foreign currencies
 
391

 
(437
)
 
1,221

 
(488
)
Gain on disposal of equipment
 

 

 
(274
)
 

Other non-cash items
 
19

 
349

 
108

 
454

Net gain associated with amendment of warrant agreement and derecognition of expired warrants (note 9)
 

 

 
(162
)
 

Transaction costs allocated to warrants issued (note 9)
 

 

 
1,451

 
666

Changes in operating assets and liabilities (note 12)
 
(84
)
 
119

 
(2,314
)
 
(880
)
Net cash used in operating activities of discontinued operations
 
111

 
(117
)
 
(173
)
 
(388
)
Net cash used in operating activities
 
(7,150
)
 
(6,549
)
 
(25,450
)
 
(22,499
)
Cash flows from financing activities
 
 
 
 
 
 
 
 
Proceeds from issuances of common shares and warrants, net of cash transaction costs of $2,560 in 2015 (note 9) and $1,295 in 2014
 

 
9,837

 
34,440

 
22,283

Payment pursuant to warrant amendment agreements (note 9)
 

 

 
(5,703
)
 

Net cash provided by financing activities
 

 
9,837

 
28,737

 
22,283

Cash flows from investing activities
 
 
 
 
 
 
 
 
Disposals of equipment
 

 

 
492

 

Purchases of equipment
 

 
(18
)
 
(8
)
 
(57
)
Decrease in restricted cash equivalents
 
435

 

 
435

 

Net cash provided by (used in) investing activities
 
435

 
(18
)
 
919

 
(57
)
Effect of exchange rate changes on cash and cash equivalents
 
(398
)
 
(871
)
 
(792
)
 
(977
)
Net change in cash and cash equivalents
 
(7,113
)
 
2,399

 
3,414

 
(1,250
)
Cash and cash equivalents – Beginning of period
 
45,458

 
39,553

 
34,931

 
43,202

Cash and cash equivalents – End of period
 
38,345

 
41,952

 
38,345

 
41,952



The accompanying notes are an integral part of these condensed interim consolidated financial statements.

(6)


Aeterna Zentaris Inc.
Notes to Condensed Interim Consolidated Financial Statements (Unaudited)
As at September 30, 2015 and for the three-month and nine-month periods ended September 30, 2015 and 2014
(tabular amounts in thousands of US dollars, except share/option/warrant and per share/option/warrant data and as otherwise noted)


1
Basis of preparation
These condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting ("IAS 34"). These condensed interim consolidated financial statements should be read in conjunction with Aeterna Zentaris Inc.'s ("Aeterna Zentaris" or the "Company") annual consolidated financial statements as at December 31, 2014 and December 31, 2013 and for the years ended December 31, 2014, 2013 and 2012, which have been prepared in accordance with IFRS, as issued by the IASB.
The accounting policies adopted in these condensed interim consolidated financial statements are consistent with those of the previous financial year.
On January 1, 2015, the Company and its US subsidiary, Aeterna Zentaris, Inc., changed their functional currency from the Euro to the US dollar, given that changes to underlying transactions, events and conditions indicated that the US dollar more appropriately reflects the primary economic environment in which these entities operate. This change in functional currency was accounted for prospectively.
In light of the increased level of commercial initiatives, management determined that in order to appropriately reflect the current nature of the Company's operations, the former consolidated statement of comprehensive loss line item "Selling, general and administrative expenses" should be disaggregated into two different line items: "General and administrative expenses" and "Selling expenses". Comparative amounts have been disaggregated consistently.
These condensed interim consolidated financial statements were approved by the Company's Board of Directors on November 5, 2015.
These condensed interim consolidated financial statements have been prepared on a going concern basis, under the historical cost convention, except for the warrant liability, which is measured at fair value through profit or loss ("FVTPL").
2
Critical accounting estimates and judgments
The preparation of condensed interim consolidated financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of the Company's assets, liabilities, revenues, expenses and related disclosures. Judgments, estimates and assumptions are based on historical experience, expectations, current trends and other factors that management believes to be relevant at the time at which the Company's condensed interim consolidated financial statements are prepared.
Management reviews, on a regular basis, the Company's accounting policies, assumptions, estimates and judgments in order to ensure that the condensed interim consolidated financial statements are presented fairly and in accordance with IFRS. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
Critical accounting estimates and assumptions, as well as critical judgments used in applying accounting policies in the preparation of our condensed interim consolidated financial statements were the same as those that applied to the Company's annual consolidated financial statements as at December 31, 2014 and December 31, 2013 and for the years ended December 31, 2014, 2013 and 2012. See also note 7 – Warrant liability, note 8 – Employee future benefits, note 9 – Share capital and note 17 – Commitments and contingencies.


(7)


Aeterna Zentaris Inc.
Notes to Condensed Interim Consolidated Financial Statements (Unaudited)
As at September 30, 2015 and for the three-month and nine-month periods ended September 30, 2015 and 2014
(tabular amounts in thousands of US dollars, except share/option/warrant and per share/option/warrant data and as otherwise noted)

3
Recent accounting pronouncements
Not yet adopted
The final version of IFRS 9, Financial instruments ("IFRS 9"), was issued by the IASB in July 2014 and will replace IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 introduces a model for classification and measurement, a single, forward-looking expected loss impairment model and a substantially reformed approach to hedge accounting. The new single, principle-based approach for determining the classification of financial assets is driven by cash flow characteristics and the business model in which an asset is held. The new model also results in a single impairment model being applied to all financial instruments, which will require more timely recognition of expected credit losses. It also includes changes in respect of an entity's own credit risk in measuring liabilities elected to be measured at fair value, so that gains caused by the deterioration of an entity's own credit risk on such liabilities are no longer recognized in profit or loss. IFRS 9, which is to be applied retrospectively, is effective for annual periods beginning on or after January 1, 2018 and is available for early adoption. In addition, an entity's own credit risk changes can be applied early in isolation without otherwise changing the accounting for financial instruments. The Company is currently assessing the impact, if any, that this new standard will have on the Company's consolidated financial statements.
In May 2014, the IASB issued IFRS 15, Revenue from Contracts with Customers. The objective of this new standard is to provide a single, comprehensive revenue recognition framework for all contracts with customers to improve comparability of financial statements of companies globally. This new standard contains principles that an entity will apply to determine the measurement of revenue and timing of when it is recognized. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. This new standard is effective for annual periods beginning on or after January 1, 2018, with early adoption permitted. The Company is currently assessing the impact that this new standard may have on the Company's consolidated financial statements.
In the 2012-2014 annual improvements cycle, the IASB issued four amendments to four standards, which included an amendment to IFRS 5, Non-current Assets Held for Sale and Discontinued Operations, to add specific guidance for cases in which an entity reclassifies an asset from held for sale to held for distribution or vice versa and cases in which held-for-distribution accounting is discontinued. An amendment was made to IFRS 7, Financial Instruments: Disclosures, to clarify whether a servicing contract is continuing involvement in a transferred asset, and clarification on offsetting disclosures in condensed interim financial statements. An amendment was made to IAS 34 to clarify the meaning of "elsewhere in the interim report" and require a cross-reference.   These amendments are applicable to annual periods beginning on or after July 1, 2016. The Company is currently assessing the impact of these amendments on the Company’s consolidated financial statements.
4
Cash and cash equivalents
 
 
As at September 30,
 
As at December 31,
 
 
2015
 
2014
 
 
$
 
$
Interest-bearing deposits with maturities of three months or less
 
31,566

 
24,128

Cash on hand and balances with banks
 
6,779

 
10,803

 
 
38,345

 
34,931


(8)


Aeterna Zentaris Inc.
Notes to Condensed Interim Consolidated Financial Statements (Unaudited)
As at September 30, 2015 and for the three-month and nine-month periods ended September 30, 2015 and 2014
(tabular amounts in thousands of US dollars, except share/option/warrant and per share/option/warrant data and as otherwise noted)

5
Payables and accrued liabilities
 
 
As at September 30,
 
As at December 31,
 
 
2015
 
2014
 
 
$
 
$
Trade accounts payable
 
2,646

 
3,153

Accrued research and development costs
 
511

 
1,073

Salaries, employment taxes and benefits
 
293

 
560

Current portion of onerous contract provisions
 
369

 
322

Other accrued liabilities
 
629

 
691

 
 
4,448

 
5,799

6
Restructuring
On August 7, 2014, the Company's Nominating, Governance and Compensation Committee approved the Company's global resources optimization program (the "Resource Optimization Program"), which was rolled out as part of a strategy to transition Aeterna Zentaris into a commercially operating specialty biopharmaceutical organization. The Resource Optimization Program, the goal of which was to streamline research and development ("R&D") activities and increase commercial operations and flexibility, resulted in the termination of 28 employees at the Company. As at September 30, 2015, the Resource Optimization Program was substantially complete.
Upon approval of the Resource Optimization Program, a provision for restructuring costs was recorded. Total estimated restructuring costs associated with the Resource Optimization Program included severance payments, an onerous lease provision and other directly related costs and may vary as a result of changes in the underlying assumptions applied thereto. See also note 18 – Subsequent events.
The change in the Company's provision for restructuring costs can be summarized as follows:
 
 
Nine months ended September 30,
 
 
2015
 
 
$
Balance – Beginning of period
 
1,651

Additional provision recognized
 
66

Utilization of provision
 
(1,036
)
Unused provision reversed due to changes in assumptions
 
(331
)
Impact of foreign exchange rate changes
 
(152
)
Balance – End of period
 
198

Less: non-current portion
 
(35
)
 
 
163






(9)


Aeterna Zentaris Inc.
Notes to Condensed Interim Consolidated Financial Statements (Unaudited)
As at September 30, 2015 and for the three-month and nine-month periods ended September 30, 2015 and 2014
(tabular amounts in thousands of US dollars, except share/option/warrant and per share/option/warrant data and as otherwise noted)

7
Warrant liability
The change in the Company's warrant liability can be summarized as follows:
 
 
Nine months ended September 30,
 
 
2015
 
 
$
Balance – Beginning of period
 
8,225

Share purchase warrants issued during the period (note 9)
 
20,980

Derecognition due to early expiry (note 9)
 
(5,865
)
Share purchase warrants exercised during the period
 
(20,574
)
Change in fair value of share purchase warrants
 
13,986

 
 
16,752

Less: current portion
 
13,740

Balance – End of period
 
3,012

A summary of the activity related to the Company's share purchase warrants that are classified as a liability is provided below.
 
 
Nine months ended September 30, 2015
 
Year ended December 31, 2014
 
 
Number
 
 
Weighted average exercise price $
 
Number
 
Weighted average exercise price $
Balance – Beginning of period
 
28,785,189

 
 
1.87

 
20,107,410

 
2.34

 
Issued
 
74,596,775

*
 
0.81

 
8,800,000

 
1.25

 
Exercised
 
(23,401,874
)
 
 
0.80

 

 

 
Expired (note 9)
 
(21,697,784
)
 
 
1.44

 
(122,221
)
 
7.50

 
Balance – End of period
 
58,282,306

 
 
1.09

 
28,785,189

 
1.87

 
___________________________
* 29,838,710 of which represent the Series B Warrants (see note 9 – Share capital), which may be exercised on an alternate
cashless basis, as discussed below.















(10)


Aeterna Zentaris Inc.
Notes to Condensed Interim Consolidated Financial Statements (Unaudited)
As at September 30, 2015 and for the three-month and nine-month periods ended September 30, 2015 and 2014
(tabular amounts in thousands of US dollars, except share/option/warrant and per share/option/warrant data and as otherwise noted)

The table presented below shows the inputs and assumptions applied to the Black-Scholes option pricing models as at September 30, 2015 in order to determine the fair value of all outstanding warrants, with the exception of the Series B Warrants, as defined and discussed below. The Black-Scholes option pricing model uses "Level 2" inputs, as defined by IFRS 13, Fair value measurement ("IFRS 13").
 
 
Number of equivalent shares
 
Market-value per share price ($)
 
Weighted average exercise price ($)
 
Risk-free annual interest rate (a)
 
Expected volatility
(b)
 
Expected life (years)
(c)
 
Expected dividend yield
(d)
 

Fair value per equivalent share ($)
 
Fair value of warrants ($)
March 2015
Series A Warrants (e)
 
44,758,065

 
0.09

 
0.81

 
1.24
%
 
107.99
%
 
4.45

 
0.00
%
 
0.07

 
2,962

January 2014
Warrants (note 9)
 
333,334

 
0.09

 
0.14

 
0.98
%
 
103.88
%
 
3.29

 
0.00
%
 
0.05

 
17

July 2013
Warrants
 
2,600,000

 
0.09

 
1.85

 
0.87
%
 
104.09
%
 
2.83

 
0.00
%
 
0.01

 
23

October 2012
Investor Warrants
 
2,970,000

 
0.09

 
3.45

 
0.65
%
 
116.90
%
 
2.05

 
0.00
%
 
0.01

 
10

April 2010
Investor Warrants
 
740,737

 
0.09

 
9.00

 
0.33
%
 
417.44
%
 
0.06

 
0.00
%
 

 

_________________________
(a)
Based on United States Treasury Government Bond interest rates with a term that is consistent with the expected life of the warrants.
(b)
Based on the historical volatility of the Company's stock price over the most recent period consistent with the expected life of the warrants, as well as on future expectations.
(c)
Based upon time to expiry from the reporting period date.
(d)
The Company has not paid dividends, and it does not intend to pay dividends in the foreseeable future.
(e)
For the March 2015 Series A Warrants, the inputs and assumptions applied to the Black-Scholes option pricing model have been further adjusted to take into consideration the value attributed to certain anti-dilution provisions.
In addition to the availability of standard cashless exercise provisions, the Series B Warrants (defined and discussed in note 9 – Share capital) may be exercised on an alternate cashless basis in accordance with their terms. Such an exercise permits the holder to obtain a number of common shares equal to: 200% of (i) the total number of common shares with respect to which the Series B Warrant is then being exercised multiplied by (ii) 0.81 divided by (iii) 85% of the quotient of (A) the sum of the per share volume weighted average price ("VWAP") of the common shares for each of the five lowest trading days during the fifteen trading day period ending on and including the trading day immediately prior to the applicable Exercise Date, divided by (B) five, less (iv) the total number of common shares with respect to which the Series B Warrant is then being exercised.
Management has determined that, as conditions triggering the alternate cashless exercise feature have been met, application of the Black-Scholes option pricing model does not appropriately reflect the fair value of the Series B Warrants outstanding at a given statement of financial position date. Instead, management has determined that the application of an intrinsic valuation method is more representative of the market value of the Series B Warrants.
Exercises of Series B Warrants that are performed on an alternate cashless basis have resulted in the issuance of a substantially larger number of the Company's common shares than otherwise would be issued following a standard cash or cashless exercise of the Series B Warrants. See also note 18 - Subsequent events.
On September 18, 2015, the Company entered into definitive agreements with the holders of approximately 90% of its outstanding Series B Warrants (the "Consenting Holders") by establishing a cap on the number of shares issuable upon the alternate net cashless exercise of the Series B Warrants until the close of business on November 17, 2015 and by limiting the number of shares that the Consenting Holders may sell until the close of business on October 9, 2015. Under the terms of the agreements, the number of Common Shares issuable per Series B Warrant with respect to net cashless exercises prior to the close of business on November 17, 2015 may not exceed 33.23 based on a floor on the average volume weighted average prices of $0.0541.

(11)


Aeterna Zentaris Inc.
Notes to Condensed Interim Consolidated Financial Statements (Unaudited)
As at September 30, 2015 and for the three-month and nine-month periods ended September 30, 2015 and 2014
(tabular amounts in thousands of US dollars, except share/option/warrant and per share/option/warrant data and as otherwise noted)

As such, the Company has attributed a value to the Series B Warrants via the application of the aforementioned alternate cashless exercise formula, reflecting relevant market data as at September 30, 2015, summarized as follows:
Number of Series B Warrants outstanding
 
6,880,170

Estimated potential number of equivalent shares
(a)
228,620,336

Applicable VWAP, as calculated per above
 
$0.0541

Market value per share price
 
$0.09

Estimated intrinsic value per Series B Warrant
 
$1.9970

Fair value of Series B Warrants outstanding
 
$13,740

_________________________
(a) The number of common shares that would be issued pursuant to an alternative cashless exercise if the exercise of all of the
Series B Warrants had occurred on September 30, 2015.
The intrinsic valuation model described above applies "Level 2" inputs, as defined by IFRS 13.
8
Employee future benefits
The change in the Company's accrued benefit obligations can be summarized as follows:
 
 
Nine months ended September 30, 2015
 
 
Pension benefit plans
 
Other benefit plans
 
Total
 
 
$
 
$
 
$
Balance – Beginning of period
 
14,619

 
434

 
15,053

Current service cost
 
79

 
11

 
90

Interest cost
 
202

 
6

 
208

Actuarial gain arising from change in discount rate assumption
 
(960
)
 

 
(960
)
Benefits paid
 
(284
)
 
(80
)
 
(364
)
Impact of foreign exchange rate changes
 
(1,027
)
 
(33
)
 
(1,060
)
Balance – End of period
 
12,629

 
338

 
12,967

Amounts recognized:
 
 
 
 
 
 
In comprehensive loss
 
(281
)
 
(17
)
 
(298
)
In other comprehensive income (loss)
 
1,987

 
33

 
2,020

The calculation of the pension benefit obligation is sensitive to the discount rate assumption. Since January 1, 2015, management determined that the discount rate assumption should be adjusted from 2.0% to 2.4% as a result of changes in the European economic environment.
9
Share capital
Public offering
On March 11, 2015, the Company completed a public offering of 59,677,420 units (the "Units"), with each Unit consisting of either one common share or one pre-funded warrant to purchase one common share ("Series C Warrant"), 0.75 of a warrant to purchase one common share ("Series A Warrant") and 0.50 of a warrant to purchase one common share ("Series B Warrant"), at a purchase price of $0.62 per Unit (the "March 2015 Offering").
Total cash proceeds raised through the March 2015 Offering amounted to $37,000,000, less cash transaction costs of approximately $2,560,000 and previously deferred transaction costs of $7,000.

(12)


Aeterna Zentaris Inc.
Notes to Condensed Interim Consolidated Financial Statements (Unaudited)
As at September 30, 2015 and for the three-month and nine-month periods ended September 30, 2015 and 2014
(tabular amounts in thousands of US dollars, except share/option/warrant and per share/option/warrant data and as otherwise noted)

The Series A Warrants are exercisable for a period of five years at an exercise price of $0.81 per share, and the Series B Warrants are exercisable for a period of 18 months at an exercise price of $0.81 per share. Both the Series A and Series B warrants are subject to certain anti-dilution provisions. Upon complete exercise for cash, these warrants would result in the issuance of an aggregate of 74,596,775 common shares that would generate additional proceeds for an amount that would be determined based on the then adjusted exercise price. However, both the Series A and Series B Warrants may at any time be exercised on a "net" or "cashless" basis, and, in addition to standard cashless exercise provisions, as discussed above, the Series B Warrants may be exercised on an alternate cashless basis. The exercise of Series B Warrants performed on an alternate cashless basis has resulted in the issuance of a substantially larger number of the Company's common shares than otherwise would be issued following a standard cash or cashless exercise. See also note 7 – Warrant liability.
Between May 26, 2015 and September 30, 2015, 22,958,540 of the Series B Warrants were exercised on an alternate cashless basis, resulting in the issuance of 366,949,868 common shares (see also note 18 – Subsequent events).
The Company estimated the fair value attributable to the Series A and Series B warrants as of the date of grant by applying the Black-Scholes pricing model, to which the following additional assumptions were applied: Series A warrants: a risk-free annual interest rate of 1.59%, an expected volatility of 95.11%, an expected life of 5 years and a dividend yield of 0.0%; Series B warrants: a risk-free annual interest rate of 0.47%, an expected volatility of 97.34%, an expected life of 18 months and a dividend yield of 0.0%. As a result, on March 11, 2015, the total fair value of the share purchase warrants was estimated at $20,980,000.
The Series C Warrants were offered in the March 2015 Offering to investors whose purchase of Units would have resulted in their beneficially owning more than an "initial beneficial ownership limitation" of either 4.9% or 9.9% of our common shares following the offering. The Series C Warrants, which were exercisable immediately upon issuance and for a period of five years at an exercise price of $0.62 per share, were fully exercised between March 23, 2015 and June 15, 2015. Total gross proceeds payable to the Company in connection with the exercise of the Series C Warrants were pre-funded by investors and therefore were included in the proceeds of the offering. No additional consideration was remitted to the Company upon exercise of the Series C Warrants.
Total gross proceeds of the March 2015 Offering were allocated as follows: $20,980,000 was allocated to the warrant liability, $9,296,000 was allocated to pre-funded warrants, and the balance of $6,724,000 was allocated to Share capital. Transaction costs were allocated to the liability and equity components in proportion to the allocation of proceeds. As such, an amount of $1,451,000 was allocated to the warrant liability and immediately recognized in general and administrative expenses in the consolidated statement of comprehensive loss, an amount of $473,000 was allocated to Share capital and an amount of $643,000 was allocated to pre-funded warrants. Upon exercise of the Series C Warrants, the net proceeds initially allocated to the pre-funded warrants were re-allocated to Share capital.
Warrant Amendment Agreements
In connection with the March 2015 Offering, the holders of 21,123,332 of the 21,900,000 then outstanding warrants issued by the Company in connection with public offerings completed in November 2013 and January 2014 entered into an amendment agreement that caused such previously issued warrants to expire and terminate. The Company made a cash payment in the aggregate amount of $5,703,000 as consideration to the relevant warrantholders in exchange for the latter agreeing to the aforementioned amendment. Upon expiry of the warrants in question, the Company recognized a gain of $5,865,000 and derecognized the expired warrants. The gain on derecognition was recorded, net of the aforementioned amendment fee, within finance income in the accompanying condensed interim consolidated statement of comprehensive loss (see note 11 – Finance income and finance costs). For holders of the remaining 776,668 outstanding warrants issued by the Company in connection with the November 2013 and the January 2014 offerings who did not enter into a warrant amendment agreement, the exercise price of the corresponding warrants was reduced to $0.14 per share in accordance with the terms thereof.



(13)


Aeterna Zentaris Inc.
Notes to Condensed Interim Consolidated Financial Statements (Unaudited)
As at September 30, 2015 and for the three-month and nine-month periods ended September 30, 2015 and 2014
(tabular amounts in thousands of US dollars, except share/option/warrant and per share/option/warrant data and as otherwise noted)

Stock options
The following tables summarize the activity under the Company's stock option plan.
 
 
Nine months ended
 
Year ended
 
 
September 30, 2015
 
December 31, 2014
US dollar-denominated options
 
Number
 
Weighted
average
exercise
price
(US$)
 
Number
 
Weighted
average
exercise
price
(US$)
Balance – Beginning of period
 
3,397,031

 
1.88

 
1,759,794

 
3.40

Granted
 
300,000

 
0.53

 
1,951,500

 
0.93

Forfeited
 
(25,329
)
 
2.85

 
(314,263
)
 
4.55

Balance – End of period
 
3,671,702

 
1.76

 
3,397,031

 
1.88

 
 
Nine months ended
 
Year ended
 
 
September 30, 2015
 
December 31, 2014
Canadian dollar-denominated options
 
Number
 
Weighted
average
exercise price
(CAN$)
 
Number
 
Weighted
average
exercise price
(CAN$)
Balance – Beginning of period
 
494,106

 
10.11

 
652,779

 
12.91

Forfeited
 
(6,072
)
 
10.34

 
(81,679
)
 
7.50

Expired
 
(29,416
)
 
10.37

 
(76,994
)
 
36.62

Balance – End of period
 
458,618

 
10.09

 
494,106

 
10.11

10
Compensation of key management and other employee benefit expenses
Compensation awarded to key management and other employee benefit expenses are summarized below.
 
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
$
 
$
 
$
 
$
Key management personnel*:
 
 
 
 
 
 
 
 
Salaries and short-term employee benefits
 
692

 
471

 
2,130

 
1,626

Share-based compensation costs
 
208

 
164

 
685

 
201

Post-employment benefits
 
20

 
8

 
64

 
35

Termination benefits
 

 

 

 
439

 
 
920

 
643

 
2,879

 
2,301

Other employees:
 
 
 
 
 
 
 
 
Salaries and short-term employee benefits
 
1,033

 
1,812

 
3,476

 
5,903

Share-based compensation costs
 
14

 
20

 
81

 
83

Post-employment benefits
 
133

 
247

 
391

 
749

Termination benefits
 

 
1,852

 
26

 
2,032

 
 
1,180

 
3,931

 
3,974

 
8,767

 
 
2,100

 
4,574

 
6,853

 
11,068

_________________________
* Key management includes the Company's directors and members of the executive management team.

(14)


Aeterna Zentaris Inc.
Notes to Condensed Interim Consolidated Financial Statements (Unaudited)
As at September 30, 2015 and for the three-month and nine-month periods ended September 30, 2015 and 2014
(tabular amounts in thousands of US dollars, except share/option/warrant and per share/option/warrant data and as otherwise noted)

In addition to recurring payments made to members of our key management team, during the three-month and nine-month periods ended September 30, 2014, the Company incurred nil and $38,000 (nil for the three-month and nine-month periods ended September 30, 2015), respectively, in professional fees for services rendered by one of the members of the Company's Board of Directors in connection with special tasks mandated by the Company's Nominating, Corporate Governance and Compensation Committee.
11
Finance income and finance costs
Components of the Company's finance income and finance costs can be summarized as follows:
 
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
$
 
$
 
$
 
$
Finance income
 
 
 
 
 
 
 
 
Change in fair value of warrant liability
 

 

 

 
4,193

Net gain associated with amendment of warrant agreement and derecognition of expired warrants (note 9)
 

 

 
162

 

Gains due to changes in foreign currency exchange rates
 

 
1,053

 

 
955

Interest income
 
40

 
38

 
117

 
118

 
 
40

 
1,091

 
279

 
5,266

Finance costs
 
 
 
 
 
 
 
 
Change in fair value of warrant liability
 
(7,573
)
 
(2,877
)
 
(13,986
)
 

Losses due to changes in foreign currency exchange rates
 
(367
)
 

 
(1,452
)
 

 
 
(7,940
)
 
(2,877
)
 
(15,438
)
 

 
 
(7,900
)
 
(1,786
)
 
(15,159
)
 
5,266

12    Supplemental disclosure of cash flow information
 
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
$
 
$
 
$
 
$
Changes in operating assets and liabilities:
 
 
 
 
 
 
 
 
Trade and other receivables
 
489

 
139

 
(109
)
 
(94
)
Prepaid expenses and other current assets
 
233

 
(222
)
 
22

 
(323
)
Other non-current assets
 
11

 

 
107

 

Payables and accrued liabilities
 
(419
)
 
466

 
(834
)
 
171

Provision for restructuring costs (note 6)
 
(210
)
 
(144
)
 
(1,036
)
 
(144
)
Employee future benefits (note 8)
 
(114
)
 
(95
)
 
(364
)
 
(351
)
Provisions and other non-current liabilities
 
(74
)
 
(25
)
 
(100
)
 
(139
)
 
 
(84
)
 
119

 
(2,314
)
 
(880
)

(15)


Aeterna Zentaris Inc.
Notes to Condensed Interim Consolidated Financial Statements (Unaudited)
As at September 30, 2015 and for the three-month and nine-month periods ended September 30, 2015 and 2014
(tabular amounts in thousands of US dollars, except share/option/warrant and per share/option/warrant data and as otherwise noted)

13
Capital disclosures
The Company's objective in managing capital, consisting of shareholders' equity, with cash and cash equivalents and restricted cash equivalents being its primary components, is to ensure sufficient liquidity to fund R&D activities, selling expenses, general and administrative expenses and working capital.
Over the past several years, the Company has increasingly raised capital via public equity offerings and drawdowns under various "At-the-Market" sales programs as our primary source of liquidity, as discussed in note 9 – Share capital.
The capital management objective of the Company remains the same as that in previous periods. The policy on dividends is to retain cash to keep funds available to finance the activities required to advance the Company's product development portfolio and to pursue appropriate commercial opportunities as they may arise.
The Company is not subject to any capital requirements imposed by any regulators or by any other external source.
14
Financial instruments and financial risk management
Financial assets (liabilities) as at September 30, 2015 and December 31, 2014 are presented below.
September 30, 2015
 
Loans and
receivables
 
Financial
liabilities at
FVTPL
 
Other
financial
liabilities
 
Total
 
 
$
 
$
 
$
 
$
Cash and cash equivalents (note 4)
 
38,345

 

 

 
38,345

Trade and other receivables
 
747

 

 

 
747

Restricted cash equivalents
 
262

 

 

 
262

Payables and accrued liabilities (note 5)
 

 

 
(4,037
)
 
(4,037
)
Provision for restructuring costs (note 6)
 

 

 
(137
)
 
(137
)
Warrant liability (notes 7 and 9)
 

 
(16,752
)
 

 
(16,752
)
Other non-current liabilities
 

 

 
(124
)
 
(124
)
 
 
39,354

 
(16,752
)
 
(4,298
)
 
18,304


December 31, 2014
 
Loans and
receivables
 
Financial
liabilities at
FVTPL
 
Other
financial
liabilities
 
Total
 
 
$
 
$
 
$
 
$
Cash and cash equivalents (note 4)
 
34,931

 

 

 
34,931

Trade and other receivables
 
796

 

 

 
796

Restricted cash equivalents
 
760

 

 

 
760

Payables and accrued liabilities (note 5)
 

 

 
(5,256
)
 
(5,256
)
Provision for restructuring costs (note 6)
 

 

 
(1,105
)
 
(1,105
)
Warrant liability (notes 7 and 9)
 

 
(8,225
)
 

 
(8,225
)
Other non-current liabilities
 

 

 
(130
)
 
(130
)
 
 
36,487

 
(8,225
)
 
(6,491
)
 
21,771




(16)


Aeterna Zentaris Inc.
Notes to Condensed Interim Consolidated Financial Statements (Unaudited)
As at September 30, 2015 and for the three-month and nine-month periods ended September 30, 2015 and 2014
(tabular amounts in thousands of US dollars, except share/option/warrant and per share/option/warrant data and as otherwise noted)

Financial risk factors
The following provides disclosures relating to the nature and extent of the Company's exposure to risks arising from financial instruments, including credit risk, liquidity risk and market risk (share price risk and currency risk), and how the Company manages those risks. 
(a)
Credit risk
Credit risk is the risk of an unexpected loss if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company regularly monitors credit risk exposure and takes steps to mitigate the likelihood of this exposure resulting in losses. The Company's exposure to credit risk currently relates to cash and cash equivalents, trade and other receivables and restricted cash equivalents. The Company holds its available cash in amounts that are readily convertible to known amounts of cash and deposits its cash balances with financial institutions that are rated the equivalent of "Baa1" and above. This information is supplied by independent rating agencies where available and, if not available, the Company uses publicly available financial information to ensure that it invests its cash in creditworthy and reputable financial institutions.
As at September 30, 2015, accounts receivable for an amount of approximately $505,000 were with two counterparties, and no trade accounts receivable were past due or impaired.
Generally, the Company does not require collateral or other security from customers for trade accounts receivable; however, credit is extended following an evaluation of creditworthiness. In addition, the Company performs ongoing credit reviews of all of its customers and establishes an allowance for doubtful accounts when accounts are determined to be uncollectible.
The maximum exposure to credit risk approximates the amount recognized in the Company's consolidated statement of financial position.
(b)
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. As indicated in note 13 – Capital disclosures, the Company manages this risk through the management of its capital structure. It also manages liquidity risk by continuously monitoring actual and projected cash flows. The Board of Directors reviews and approves the Company's operating and capital budgets, as well as any material transactions occurring outside of the ordinary course of business. The Company has adopted an investment policy in respect of the safety and preservation of its capital to ensure the Company's liquidity needs are met. The instruments are selected with regard to the expected timing of expenditures and prevailing interest rates.
The Company expects to continue to incur operating expenses and may require significant capital to fulfill its future obligations in absence of sufficient corresponding revenues. The Company's ability to continue future operations beyond September 30, 2016 and to fund its activities is dependent on its ability to secure additional financings, which may be completed in a number of ways, including but not limited to licensing arrangements, partnerships, promotional arrangements, the issuance of securities and other financing activities. Management will pursue such additional sources of financing when required, and while the Company has been successful in securing financing in the past, there can be no assurance it will be able to do so in the future or that these sources of funding or initiatives will be available or on terms acceptable to the Company.
(c)
Market risk
Share price risk
The change in fair value of the Company's warrant liability, which is measured at FVTPL, results from the periodic "mark-to-market" revaluation, via the application of the intrinsic valuation and the Black-Scholes option pricing models. These valuation models are impacted, among other inputs, by the market price of the Company's common shares. As a result, the change in fair value of the warrant liability, which is reported as finance income (costs) in the accompanying consolidated statements of comprehensive loss, has been and may continue in future

(17)


Aeterna Zentaris Inc.
Notes to Condensed Interim Consolidated Financial Statements (Unaudited)
As at September 30, 2015 and for the three-month and nine-month periods ended September 30, 2015 and 2014
(tabular amounts in thousands of US dollars, except share/option/warrant and per share/option/warrant data and as otherwise noted)

periods to be materially affected most notably by changes in the Company's common share closing price, which on the NASDAQ has ranged from $0.05 to $0.84 during the nine-month period ended September 30, 2015.
If variations of -10% and +10% in the market price of the Company's common shares were to occur, the impact on the Company's net loss related to the warrant liability held at September 30, 2015 would be as follows:
 
 
Carrying
amount
 
-10%
 
+10%
 
 
$
 
$
 
$
Warrant liability
 
16,752

 
1,670

 
(1,670
)
Total impact on net loss – decrease / (increase)
 
 
 
1,670

 
(1,670
)
15
Net loss per share
The following table sets forth pertinent data relating to the computation of basic and diluted net loss per share attributable to common shareholders.
 
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
$
 
$
 
$
 
$
Net loss from continuing operations
 
(15,401
)
 
(11,629
)
 
(40,185
)
 
(21,182
)
Net income from discontinued operations
 
111

 
292

 
60

 
465

Net loss
 
(15,290
)
 
(11,337
)
 
(40,125
)
 
(20,717
)
Basic weighted average number of shares outstanding
 
229,450,370

 
59,163,710

 
137,825,986

 
56,881,919

Dilutive effect of share purchase warrants
 
228,632,953

 
38,798

 
170,188,884

 
40,263

Diluted weighted average number of shares outstanding
 
458,083,323

 
59,202,508

 
308,014,870

 
56,922,182

Items excluded from the calculation of diluted net loss per share because the exercise price was greater than the average market price of the common shares or due to their anti-dilutive effect
 
 
 
 
 
 
 
 
Stock options
 
4,130,320

 
2,159,628

 
4,130,320

 
2,130,488

Warrants (number of equivalent shares)
 
51,068,802

 
7,297,966

 
51,068,802

 
27,302,410

For the three-month and nine-month periods ended September 30, 2015, the diluted net loss per share was the same as the basic net loss per share, since the effect of the assumed exercise of stock options and warrants to purchase common shares is anti-dilutive. Accordingly, the diluted net loss per share for these periods was calculated using the basic weighted average number of shares outstanding.
The weighted average number of shares is influenced most notably by share issuances made in connection with financing activities, such as public offerings, which resulted in the issuance of a total of 59,677,420 common shares (see note 9 – Share capital) during the nine-month period ended September 30, 2015. Additionally, it has been influenced by the exercise of Series B Warrants (see note 9 – Share capital), which resulted in the issuance of 366,949,868 shares from May 26, 2015 to September 30, 2015. See also note 18 – Subsequent events.
16
Segment information
The Company operates in a single operating segment, being the biopharmaceutical segment.

(18)


Aeterna Zentaris Inc.
Notes to Condensed Interim Consolidated Financial Statements (Unaudited)
As at September 30, 2015 and for the three-month and nine-month periods ended September 30, 2015 and 2014
(tabular amounts in thousands of US dollars, except share/option/warrant and per share/option/warrant data and as otherwise noted)

17
Commitments and contingencies
The Company has certain contractual lease obligation commitments. Expected future minimum lease payments and future minimum sublease receipts under non-cancellable operating leases (subleases) as at September 30, 2015 are as follows:
 
Minimum lease payments
 
Sublease income
 
$
 
$
Less than 1 year
1,252

 
(304
)
1 - 3 years
2,112

 
(320
)
4 - 5 years
1,392

 

More than 5 years
364

 

Total
5,120

 
(624
)

During the quarter, the Company's lease arrangement in Germany for laboratory, office, and storage space was terminated, and the Company entered into a new lease agreement for the rental of less space on the same premises as compared to the Company's former arrangement. The new lease expires on April 30, 2021 and is subject to renewal upon notice by the Company for two additional four-year periods. Under the terms of the arrangement, the minimum lease payment may be increased or decreased in accordance with the fluctuations in the German consumer price index up to 5% on a cumulative basis.
Contingencies
In the normal course of operations, the Company may become involved in various claims and legal proceedings related, for example, to contract terminations and employee-related and other matters. No contingent liabilities have been accrued as at the end of the periods presented in the accompanying condensed interim consolidated financial statements.
Class Action Lawsuit
The Company and certain of its current and former officers are defendants in a class-action lawsuit pending in the United States District Court for the District of New Jersey (the "Court"), brought on behalf of shareholders of the Company. The pending lawsuit is the result of the consolidation of several lawsuits, the first of which was filed on November 11, 2014. The plaintiffs filed their amended consolidated complaint on April 10, 2015. The amended complaint alleges violations of the Securities Exchange Act of 1934 in connection with allegedly false and misleading statements made by the defendants between August 30, 2011 and November 6, 2014 (the "Class Period"), regarding the safety and efficacy of Macrilen™, a product that the Company developed for use in the diagnosis of adult growth hormone deficiency, and the prospects for the approval of the Company's new drug application for the product by the US Food and Drug Administration. The plaintiffs seek to represent a class comprised of purchasers of the Company's common shares during the Class Period and seek unspecified damages, costs and expenses and such other relief as determined by the court.
On September 14, 2015, the Court dismissed the lawsuit, but granted the plaintiffs leave to amend. In dismissing the lawsuit, the Court stated that "taking the complaint as a whole, plaintiffs have failed to state a claim" under the Private Securities Litigation Reform Act of 1995 or Rule 9 of the Federal Rules of Civil Procedure. On October 14, 2015, the plaintiffs filed a Second Amended Complaint against the Company. The Company will seek to have the lawsuit dismissed again, because management believes that the Second Amended Complaint also fails to state a claim.
The Company's directors' and officers' insurance policies ("D&O Insurance") provide for reimbursement of certain costs and expenses incurred in connection with the defense of this lawsuit, including legal and professional fees, as well as other loss (damages, settlements, and judgments), if any, subject to certain policy exclusions, restrictions, limits, deductibles and other terms. The Company believes that the D&O Insurance applies to the purported lawsuit; however,

(19)


Aeterna Zentaris Inc.
Notes to Condensed Interim Consolidated Financial Statements (Unaudited)
As at September 30, 2015 and for the three-month and nine-month periods ended September 30, 2015 and 2014
(tabular amounts in thousands of US dollars, except share/option/warrant and per share/option/warrant data and as otherwise noted)

the insurers have issued standard reservations of rights letters reserving all rights under the D&O Insurance. Legal and professional fees are expensed as incurred, and no reserve is established for them.
While the Company believes that it has meritorious defenses and intends to defend this purported lawsuit vigorously, management cannot currently predict the outcome of this suit or reasonably estimate any potential loss that may result from this suit. Accordingly, the Company has not recorded any liability related to the lawsuit. No assurance can be given with respect to the ultimate outcome of such proceedings, and the Company could incur substantial unreimbursed legal fees, damages, settlements, judgments, and other expenses in connection with these proceedings that may not qualify for coverage under, or may exceed the limits of, its applicable D&O Insurance and could have a material adverse impact on the Company's financial condition, results of operations, liquidity, and cash flows.

18
Subsequent events
Restructuring
On October 9, 2015, the Company's Board of Directors approved a plan to restructure the finance and accounting operations and to close the Company's Quebec City office. The Company will transfer all functions performed by the five employees in its Quebec City office to other personnel and will be adding new finance and accounting personnel, including a new Chief Financial Officer, in the Company's Charleston, South Carolina, office.
The Company has committed to implementing the aforementioned restructuring immediately. A provision for restructuring costs associated with this restructuring is expected to be recorded during the three-month period ended December 31, 2015, and will include severance payments and other directly related costs.
Warrant exercise agreements
On November 2, 2015, the Company announced that the holders (the "Participating Holders") of substantially all of the remaining outstanding Series B Warrants at that time had agreed to exercise all of the approximately 4.1 million Series B Warrants held by them, at a maximum exercise ratio of approximately 33.23 common shares per warrant in accordance with the alternate cashless exercise feature in such Series B Warrants. Following the exercise of Series B Warrants by the Participating Holders in accordance with the terms of the agreements, 806,451 Series B Warrants, with an expiry date of September 12, 2016, will remain outstanding, representing approximately 2.7% of the originally issued number of Series B Warrants. As at November 5, 2015, a total of $2,925,653 had been paid to the Participating Holders pursuant to the aforementioned agreements.
Exercise of warrants
Between October 1, 2015 and November 4, 2015, the Company issued a total of 140,250,405 common shares pursuant to the exercise of 4,273,719 Series B Warrants on an alternate cashless basis.


(20)




Exhibit 99.2




Form 52-109F2
Certification of interim filings
Full certificate

I, David A. Dodd, Chairman of the Board and Chief Executive Officer of Aeterna Zentaris Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Aeterna Zentaris Inc. (the “issuer”) for the interim period ended September 30, 2015.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings (c. V-1.1, r. 27), for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
A.
 designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
I.
material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
II.
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
B.
designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission.
5.2 N/A
5.3 N/A





6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2015 and ended on September 30, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
Date: November 5, 2015
/s/ David A. Dodd
David A. Dodd
Chairman and Chief Executive Officer


_________________________
M.O. 2008-16, Sch. 52-109F2; M.O. 2010-17, s. 5.







Exhibit 99.3




Form 52-109F2
Certification of interim filings
Full certificate

I, Keith Santorelli, Vice President Finance and Chief Accounting Officer of Aeterna Zentaris Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Aeterna Zentaris Inc. (the “issuer”) for the interim period ended September 30, 2015.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings (c. V-1.1, r. 27), for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
A.
 designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
I.
material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
II.
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
B.
designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission.
5.2 N/A
5.3 N/A





6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2015 and ended on September 30, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
Date: November 5, 2015
/s/ Keith Santorelli
Keith Santorelli
Vice President Finance and Chief Accounting Officer, acting as Chief Financial Officer


_________________________
M.O. 2008-16, Sch. 52-109F2; M.O. 2010-17, s. 5.



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