Aeterna Zentaris Inc. (NASDAQ: AEZS) (TSX: AEZS) (the “Company”), a
specialty biopharmaceutical company commercializing and developing
therapeutics and diagnostic tests, announced today that it has
entered into a securities purchase agreement with several
institutional investors in the United States providing for the sale
and issuance of approximately 12,427,876 common shares at a
purchase price of $0.56325 per common share in a registered direct
offering priced at-the-market under Nasdaq rules. The offering is
expected to result in gross proceeds to Aeterna Zentaris of
approximately $7.0 million.
Aeterna Zentaris will also issue to the
purchasers unregistered warrants to purchase up to an aggregate of
9,320,907 common shares. The warrants will be exercisable for a
period of five and one-half years, exercisable immediately
following the issuance date and have an exercise price of $0.47 per
common share.
H.C. Wainwright & Co. is acting as the
exclusive placement agent for the offering.
The Company intends to use the net proceeds of
this 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 investigation of
further therapeutic uses of macimorelin and the expansion of
pipeline development activities.
The registered direct offering and concurrent
private placement is expected to close on or about August 5, 2020,
subject to the satisfaction of customary closing conditions.
The common shares described above (but not the
warrants or the common shares underlying the warrants) are being
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 may be offered only
by means of a prospectus, including a prospectus supplement,
forming a part of the effective registration statement.
A prospectus supplement relating to the common
shares will be filed by Aeterna with the SEC. When filed with the
SEC, copies of the prospectus supplement and the accompanying
prospectus relating to the registered direct offering, may be
obtained at the SEC's website at www.sec.gov. Electronic copies of
the 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.
The warrants described above were offered in a
private placement pursuant to an applicable exemption from the
registration requirements of 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 child-onset growth hormone deficiency (CGHD),
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 www.zentaris.com and connect with the Company on
Twitter, LinkedIn and Facebook.
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 offering of the Company’ securities,
including as to the consummation of the offering described above,
the expected proceeds from the offering, the intended use of
proceeds and the timing of the closing of the offering 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 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 SEC, and other
factors discussed under the heading “Risk Factors” in the Company’s
Registration Statement on Form F-1 (File No. 333-232935) filed with
the SEC and other documents subsequently filed with or furnished to
the SEC. 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, our
ability to raise capital and obtain financing to continue our
currently planned operations, our ability to regain compliance with
the continued listing requirements of the NASDAQ and continue to
list our Common Shares on the NASDAQ, our ability to continue as a
going concern is dependent, in part, on our ability to transfer
cash from Aeterna Zentaris GmbH to Aeterna Zentaris and the 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, including
our heavy reliance on the success of the License Agreement with
Novo, the global instability due to the global pandemic of
COVID-19, and its unknown potential effect on our planned
operations, including studies, our ability to enter into
out-licensing, development, manufacturing, marketing and
distribution agreements with other pharmaceutical companies and
keep such agreements in effect, our 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, uncertainties related to the
regulatory process, unforeseen global instability, including the
instability due to the global pandemic of the novel coronavirus,
our ability to efficiently commercialize or out-license Macrilen™
(macimorelin), our reliance on the success of the pediatric
clinical trial in the European Union (“E.U.”) and U.S. for
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, our ability to successfully
negotiate pricing and reimbursement in key markets in the E.U. for
Macrilen™ (macimorelin), any evaluation of potential strategic
alternatives to maximize potential future growth and shareholder
value may not result in any such alternative being pursued, and
even if pursued, may not result in the anticipated benefits, our
ability to take advantage of business opportunities in the
pharmaceutical industry, our ability to protect our intellectual
property, and 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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