Aeterna Zentaris Inc. (NASDAQ: AEZS) (TSX: AEZS) (“Aeterna” or the
“Company”), a specialty biopharmaceutical company commercializing
and developing therapeutics and diagnostic tests, announced today
the closing of its previously announced registered direct offering
with several institutional investors in the United States for
3,478,261 common shares, at a purchase price of $1.29375 per share,
priced at-the-market under Nasdaq rules. Additionally, the Company
issued to the investors unregistered warrants to purchase up to an
aggregate of 2,608,696 common shares in a concurrent private
placement. The warrants have an exercise price of $1.20 per common
share, are exercisable immediately and will expire five and
one-half years following the date of issuance. The gross proceeds
to the Company from the offering totaled approximately $4.5
million, before deducting placement agent fees and offering
expenses.
H.C. Wainwright & Co. acted as the exclusive
placement agent for the offering.
Aeterna Zentaris intends to use the net proceeds
from the offering for general corporate purposes, which includes,
among other purposes, the funding of a pediatric clinical trial in
the E.U. and U.S. for Macrilen™ (macimorelin).
The common shares described above (but not the
warrants or the common shares underlying the warrants) were offered
by Aeterna Zentaris pursuant to a “shelf” registration statement on
Form F-3 (File No. 333-232935), which was previously declared
effective by the U.S. Securities and Exchange Commission (“SEC”) on
August 15, 2019. Such common shares were offered only by means of a
prospectus, including a prospectus supplement, forming a part of
the effective registration statement.
A final prospectus supplement and the
accompanying prospectus relating to the common shares was filed by
Aeterna Zentaris with the SEC and may be obtained at the SEC's
website at www.sec.gov. Electronic copies of the final prospectus
supplement and accompanying prospectus relating to the registered
direct offering may also be obtained by contacting H.C. Wainwright
& Co., LLC, 430 Park Avenue, 3rd Floor, New York, NY 10022, by
telephone at (646) 975-6996 or by email at
placements@hcwco.com.
In approving the offering and listing the common
shares issued and issuable thereunder, the Company relied on the
exemption set forth in Section 602.1 of the Toronto Stock Exchange
(“TSX”) Company Manual available to “Eligible Interlisted Issuers”,
since the Company's common shares are also listed on the NASDAQ
Capital Market and had less than 25% of the overall trading volume
of its listed securities occurring on all Canadian marketplaces in
the twelve months immediately preceding the date on which
application was made to TSX to approve the offering.
The warrants described above were offered in a
private placement pursuant to an exemption from the Securities Act
of 1933, as amended (the “Act”), and along with the common shares
issuable upon their exercise, have not been registered under the
Act, and may not be offered or sold in the United States absent
registration with the SEC or an applicable exemption from such
registration requirements.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy, nor will there be
any sales of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such jurisdiction. No
Canadian prospectus has been or will be filed in a province or
territory of Canada to qualify the common shares or the warrants in
connection with the offering.
About Aeterna Zentaris Inc.
Aeterna Zentaris Inc. is a specialty
biopharmaceutical company commercializing and developing
therapeutics and diagnostic tests. The Company’s lead product,
Macrilen™ (macimorelin), is the first and only U.S. FDA and
European Commission approved oral test indicated for the diagnosis
of adult growth hormone deficiency (AGHD). Macrilen™ is currently
marketed in the United States through a license agreement with Novo
Nordisk and Aeterna Zentaris receives double-digit royalties on
sales. Aeterna Zentaris owns all rights to macimorelin outside of
the U.S. and Canada.
Aeterna Zentaris is also leveraging the clinical
success and compelling safety profile of macimorelin to develop it
for the diagnosis of pediatric growth hormone deficiency (PGHD), an
area of significant unmet need.
The Company is actively pursuing business
development opportunities for the commercialization of macimorelin
in Europe and the rest of the world, in addition to other
non-strategic assets to monetize their value. For more information,
please visit the Company’s website at www.zentaris.com.
Forward Looking Statements
This press release contains forward-looking
statements (as defined by applicable securities legislation) made
pursuant to the safe-harbor provision of the U.S. Securities
Litigation Reform Act of 1995, which reflect our current
expectations regarding future events. Forward-looking statements
include those relating to the intended use of proceeds and may
include, but are not limited to statements preceded by, followed
by, or that include the words "will," "expects," "believes,"
"intends," "would," "could," "may," "anticipates," and similar
terms that relate to future events, performance, or our results.
Forward-looking statements involve known and unknown risks and
uncertainties, including those discussed in this press release and
in our Annual Report on Form 20-F, under the caption "Key
Information -Risk Factors" filed with the relevant Canadian
securities regulatory authorities in lieu of an annual information
form and with the U.S. Securities and Exchange Commission. Known
and unknown risks and uncertainties could cause our actual results
to differ materially from those in forward-looking statements. Such
risks and uncertainties include, among others, market and other
conditions, our ability to continue as a going concern dependent,
in part, on the ability of Aeterna Zentaris to transfer cash from
Aeterna Zentaris GmbH to the Canadian parent and U.S. subsidiary
and secure additional financing, our now heavy dependence on the
success of Macrilen™ (macimorelin) and related out-licensing
arrangements and the continued availability of funds and resources
to successfully commercialize the product, our ability to continue
to list our common shares on the NASDAQ, the ability of Aeterna
Zentaris to enter into out-licensing, development, manufacturing
and marketing and distribution agreements with other pharmaceutical
companies and keep such agreements in effect, reliance on third
parties for the manufacturing and commercialization of Macrilen™
(macimorelin), potential disputes with third parties, leading to
delays in or termination of the manufacturing, development,
out-licensing or commercialization of our product candidates, or
resulting in significant litigation or arbitration, and, more
generally, uncertainties related to the regulatory process, our
ability to efficiently commercialize or out-license Macrilen™
(macimorelin), the degree of market acceptance of Macrilen™
(macimorelin), our ability to obtain necessary approvals from the
relevant regulatory authorities to enable us to use the desired
brand names for our product, the impact of securities class action
litigation or other litigation on our cash flow, results of
operations and financial position, our ability to take advantage of
business opportunities in the pharmaceutical industry, our ability
to protect our intellectual property, the potential of liability
arising from shareholder lawsuits and general changes in economic
conditions. Investors should consult our quarterly and annual
filings with the Canadian and U.S. securities commissions for
additional information on risks and uncertainties. Given these
uncertainties and risk factors, readers are cautioned not to place
undue reliance on these 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 applicable law.
Investor Contact:
Jenene Thomas JTC Team T (US): +1 (833) 475-8247 E:
aezs@jtcir.com
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