Aeterna Zentaris Inc. (NASDAQ: AEZS) (TSX: AEZS) (“Aeterna” or 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 3,478,261 common shares at a
purchase price of $1.29375 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 $4.5 million.
Aeterna Zentaris will also issue to the
purchasers unregistered warrants to purchase up to an aggregate of
2,608,696 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 $1.20 per
common share.
H.C. Wainwright & Co. is acting as the
exclusive placement agent for the offering.
The registered direct offering and concurrent
private placement is expected to close on or about February 21,
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 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 offering of Aeterna Zentaris’s
securities, 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 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 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.
Investor Contact:
Jenene Thomas JTC Team T (US): +1 (833) 475-8247 E:
aezs@jtcir.com
Aeterna Zentaris (NASDAQ:AEZS)
Historical Stock Chart
From Apr 2024 to May 2024
Aeterna Zentaris (NASDAQ:AEZS)
Historical Stock Chart
From May 2023 to May 2024