Aeterna Zentaris Announces US$7,560,000 Registered Direct Offering of Common Shares and Warrants
October 27 2016 - 9:00AM
Business Wire
Aeterna Zentaris Inc. (NASDAQ:AEZS) (TSX:AEZ)
(the “Company”) today announced that it is raising
US$7,560,000 in gross proceeds in a registered direct offering to a
single healthcare dedicated institutional investor in the United
States (the “Offering”) consisting of an aggregate of 2,100,000
units (the “Units”). Each Unit consists of one common share and
0.45 of a warrant to purchase one common share, at a purchase price
of US$3.60 per Unit.
The warrants will have an exercise price of US$4.70 per share.
They will be exercisable six months after their date of issuance
and will expire three years after their date of issuance. The
warrants do not contain any price or other adjustment provision,
except for customary adjustment provisions that apply in the event
of certain corporate events or transactions that affect all
outstanding common shares. The warrants may at any time be
exercised on a “net” or “cashless” basis in accordance with a
customary formula. In addition, in the event the volume weighted
average price of the Company’s common shares on the NASDAQ Capital
Market attains or exceeds US$10.00 during 10 consecutive trading
days, the Company will have the right to call for cancellation all
or any portion of the warrants which are not exercised by holders
within 10 trading days following receipt of a call notice from the
Company. The warrants will not be listed on any stock exchange.
In addition, if the investor’s purchase of Units in the Offering
would result in it beneficially owning more than the initial
beneficial ownership limitation to be included in the warrants
following the consummation of the Offering, the investor will have
the opportunity to acquire Units with pre-funded warrants
substituted for any common shares it would have otherwise acquired
over the initial beneficial ownership limitation, paying the same
price of US$3.60 per Unit.
The Offering is expected to close on or about November 1, 2016,
subject to customary closing conditions including, but not limited
to, the receipt of all necessary regulatory approvals, including
the approvals of the NASDAQ Capital Market (“NASDAQ”) and the
Toronto Stock Exchange (“TSX”).
Net proceeds from the Offering are expected to be approximately
US$6,600,000, after deducting placement agency fees and other
expenses related to the Offering. The Company intends to use the
net proceeds from the Offering to fund the preparation and
submission of New Drug Applications for Macrilen™ and Zoptrex™, if
the results of its ongoing clinical trials of such products warrant
doing so, for general corporate and working capital purposes and to
fund negative cash flow.
Maxim Group LLC is acting as the exclusive placement agent for
the Offering. Rodman & Renshaw, a unit of H.C. Wainwright &
Co., LLC, and Aegis Capital Corp. are acting as financial advisors
to the Company in connection with the Offering.
The Offering is being conducted pursuant to the Company’s
effective shelf registration statement on Form F-10 filed with the
U.S. Securities and Exchange Commission (the “SEC”), its
corresponding Canadian base shelf prospectus and an exemption from
the Autorité des marches financiers permitting the Company to offer
common shares, warrants and such other securities specified therein
in the United States. The proposed Offering will be made only by
means of a prospectus supplement and the accompanying short form
base shelf prospectus. When available, copies of the prospectus
supplement and the accompanying short form base shelf prospectus
may be obtained upon request by contacting Maxim Group LLC, 405
Lexington Avenue, 2nd Floor, New York, NY 10174, (212) 895-3745.
Electronic copies of the prospectus supplement and the accompanying
short form base shelf prospectus will also be available free of
charge at www.sedar.com and at www.sec.gov.
This press release does not and shall not constitute an offer
to sell or the solicitation of an offer to buy any of the Company’s
securities, nor shall there be any sale of the Company’s securities
in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About Aeterna Zentaris Inc.
Aeterna Zentaris is a specialty biopharmaceutical company
engaged in developing and commercializing novel treatments in
oncology, endocrinology and women’s health. We are engaged in drug
development activities and in the promotion of products for others.
We are now conducting Phase 3 studies of two internally developed
compounds: Macrilen™ and Zoptrex™. The focus of our business
development efforts is the acquisition or license of products that
are relevant to our therapeutic areas of focus. We also intend to
license out certain commercial rights of internally developed
products to licensees in territories where such out-licensing would
enable us to ensure development, registration and launch of our
product candidates. Our goal is to become a growth-oriented
specialty biopharmaceutical company by pursuing successful
development and commercialization of our product portfolio,
achieving successful commercial presence and growth, while
consistently delivering value to our shareholders, employees and
the medical providers and patients who will benefit from our
products. For more information, visit www.aezsinc.com.
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version on businesswire.com: http://www.businesswire.com/news/home/20161027005940/en/
Aeterna Zentaris Inc.Philip A. Theodore, 843-900-3223Senior Vice
PresidentIR@aezsinc.com
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