Aeterna Zentaris Announces Closing of Approximately $5.0 Million Registered Direct Offering
September 24 2019 - 4:01PM
Aeterna Zentaris Inc. (NASDAQ: AEZS) (TSX:
AEZS), a specialty biopharmaceutical company engaged
in commercializing novel pharmaceutical therapies, principally
through out-licensing arrangements, announced the closing of its
previously announced offering whereby the Company entered into a
securities purchase agreement with institutional investors in the
United States to purchase approximately $5.0 Million (before
placement agent’s fees and expenses) of its common shares in a
registered direct offering and warrants to purchase common shares
in a concurrent private placement (together, the “Offering”). The
combined purchase price for one common share and one warrant was
$1.50.
Under the terms of the securities purchase
agreement, Aeterna sold 3,325,000 common shares. In a concurrent
private placement, Aeterna issued warrants to purchase up to an
aggregate of 3,325,000 common shares. The warrants will be
exercisable commencing six months from the date of issuance, will
have an exercise price of $1.65 per share and will expire 5 years
following the date of issuance.
The gross proceeds from the registered direct
offering and concurrent private placement were approximately $5.0
Million before deducting placement agent’s fees and expenses.
Maxim Group LLC acted as sole placement agent in
connection with the offering.
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 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 common shares described above were offered
by Aeterna Zentaris pursuant to a “shelf” registration statement on
Form F-3 (File No. 333-232935) previously filed and declared
effective by the Securities and Exchange Commission (SEC). The
warrants issued in the concurrent private placement and shares
issuable upon exercise of such warrants were offered in a private
placement under Section 4(a)(2) of the Securities Act of 1933, as
amended (the “Act”), and Regulation D promulgated thereunder and
have not been registered under the Act or applicable state
securities law.
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 in connection with
the offering. A prospectus supplement relating to the shares of
common shares has been filed by Aeterna with the SEC. When
available, copies of the prospectus supplement relating to the
registered direct offering, together with the accompanying
prospectus, can be obtained at the SEC's website
at www.sec.gov or from Maxim Group LLC, 405 Lexington
Avenue, New York, NY 10174, Attention: Syndicate Department, or via
email at syndicate@maximgrp.com or telephone at (212)
895-3745.
About Aeterna Zentaris Inc.
Aeterna Zentaris Inc. is a specialty
biopharmaceutical company engaged in commercializing novel
pharmaceutical therapies, principally through out-licensing
arrangements. Aeterna Zentaris is the licensor and party to a
license and assignment agreement with Novo Nordisk A/S to carry out
development, manufacturing, registration, regulatory, and supply
chain for the commercialization of Macrilen™ (macimorelin), which
is to be used in the diagnosis of patients with adult growth
hormone deficiency in the United States and Canada. In addition, we
are actively pursuing business development opportunities for
macimorelin in the rest of the world and to monetize the value of
our non-strategic assets.
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
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, 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 strategic review process, the
ability of the Special Committee to carry out its mandate, 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.
Contact:
Leslie Auld Chief Financial Officer Aeterna Zentaris Inc.
IR@aezsinc.com (843) 900-3211
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