Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
March 31 2023 - 4:33PM
Edgar (US Regulatory)
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 OF THE SECURITIES EXCHANGE ACT OF 1934
For
the month of March 2023
Commission
File Number: 001-38064
Aeterna
Zentaris Inc.
(Translation
of registrant’s name into English)
c/o
Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, Toronto ON M5K 1E7
(Address
of principal executive office)
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 ☒ 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):
![](https://content.edgar-online.com/edgar_conv_img/2023/03/31/0001493152-23-010325_form6-k_001.jpg)
Aeterna
Zentaris Inc. (“Aeterna” or the “Company”) disclosed today that on March 25, 2023 its auditor, Ernst & Young
LLP (“E&Y”), advised the Company that it has declined to stand for reappointment to conduct the audit of the Company’s
financial statements for the fiscal year ending December 31, 2023. E&Y completed the audit for the financial fiscal year ended December
31, 2022.
E&Y’s
audit reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2022 and 2021
did not contain any adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting
principles. Additionally, during the two fiscal years ended December 31, 2022 and 2021, there were no (1) disagreements (as described
under Item 16F(a)(1)(iv) of Form 20-F and the related instructions thereto) with E&Y on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which if not resolved to the satisfaction of E&Y would have caused
E&Y to make reference to the subject matter of the disagreement in their report or (2) “reportable events” (within the
meaning of Item 16F(a)(1)(v) of Form 20-F and the related instructions thereto) except that, in connection with the preparation of the
Company’s consolidated financial statements as of December 31, 2021, E&Y and management identified a material weakness in the
Company’s internal controls as described in the Company’s Annual Report on Form 20-F for the year ended December 31, 2021,
which was remediated as of December 31, 2022 or (3) reportable events, disagreements or unresolved issues (as such terms are defined
in Canadian securities legislation).
This
matter is currently under review by the Company’s audit committee and discussions will commence with potential successor auditors
to fill the vacancy in a timely fashion. The Company will provide an update when a successor auditor is appointed.
The
Company has requested, and E&Y has furnished, a letter to the Securities and Exchange Commission stating whether it agrees with the
above statements. A copy of that letter dated March 31, 2023 is filed as Exhibit 99.1 to this Form 6-K.
Forward-Looking
Statements
This
Current Report on Form 6-K contains statements that may constitute forward-looking statements within the meaning of U.S. and Canadian
securities legislation and regulations, specifically Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the
U.S. Securities Exchange Act of 1934, as amended, and such statements are made pursuant to the safe-harbor provision of the U.S. Securities
Litigation Reform Act of 1995. Forward-looking statements are frequently, but not always, identified by words such as “expects,”
“aiming”, “anticipates,” “believes,” “intends,” “potential,” “possible,”
and similar expressions. Such statements, based as they are on current expectations of management, inherently involve numerous risks,
uncertainty and assumptions, known and unknown, many of which are beyond our control.
Forward-looking
statements in this Current Report on Form 6-K include, but are not limited to, those relating to Aeterna’s expectations regarding
the appointment of a successor auditor.
Forward-looking
statements involve known and unknown risks and uncertainties, and other factors which may cause the actual results, performance or achievements
stated herein to be materially different from any future results, performance or achievements expressed or implied by the forward-looking
information. Such risks and uncertainties include, among others, our reliance on the success of the DETECT clinical trial in the European
Union and U.S. for Macrilen™ (macimorelin) in CGHD; results from our ongoing or planned pre-clinical studies and our
DETECT clinical trial under development may not be successful or may not support advancing the product further in pre-clinical studies,
to human clinical trials or regulatory approval; our ability to raise capital and obtain financing to continue our currently planned
operations; 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; the global instability due to the global
pandemic of COVID-19 and the war in the Ukraine, and their unknown potential effect on our planned operations; our ability to enter into
out-licensing, development, manufacturing, marketing and distribution agreements with other pharmaceutical companies and keep such agreements
in effect; and our ability to continue to list our common shares on the NASDAQ. Investors should consult our quarterly and annual filings
with the Canadian and U.S. securities commissions for additional information on risks and uncertainties, including those risks discussed
in our Annual Report on Form 20-F and annual information form and its other filings and submissions with the U.S. Securities and Exchange
Commission, under the caption “Risk Factors”. Given the 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.
DOCUMENTS
INDEX
![](https://content.edgar-online.com/edgar_conv_img/2023/03/31/0001493152-23-010325_form6-k_001.jpg)
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:
March 31, 2023 |
|
By: |
/s/
Klaus Paulini |
|
|
|
Klaus
Paulini |
|
|
|
President
and Chief Executive Officer |
Aeterna Zentaris (NASDAQ:AEZS)
Historical Stock Chart
From May 2024 to Jun 2024
Aeterna Zentaris (NASDAQ:AEZS)
Historical Stock Chart
From Jun 2023 to Jun 2024