Aeterna Zentaris Inc. (NASDAQ: AEZS) (TSX: AEZS)
("
Aeterna" or the "
Company"), a
specialty biopharmaceutical company developing and commercializing
a diversified portfolio of pharmaceutical and diagnostic products,
today announced that all items of business, other than the proposed
consolidation of the Company's shares (the "
Share
Consolidation"), were approved at its annual meeting of
shareholders (the "
Meeting") held today.
Results of Meeting
At the Meeting, all items of business other than
the Share Consolidation were approved. The individuals noted below
were elected as directors of the Company:
Name of Nominee |
Votes For |
% |
Votes Withheld |
% |
Peter Edwards |
10,264,600 |
75.75 |
% |
3,285,758 |
24.25 |
% |
Carolyn Egbert |
9,712,946 |
71.68 |
% |
3,837,412 |
28.32 |
% |
Gilles Gagnon |
9,719,864 |
71.73 |
% |
3,830,494 |
28.27 |
% |
Klaus Paulini |
10,178,648 |
75.12 |
% |
3,371,711 |
24.88 |
% |
Dennis Turpin |
10,375,735 |
76.57 |
% |
3,174,623 |
23.43 |
% |
At the Meeting, Ernst & Young LLP was
re-appointed as the Company's auditor and the continued use of the
Company's Amended and Restated Shareholder Rights Plan was
approved.
The Company is an "Eligible Interlisted Issuer"
as such term is defined in the TSX Company Manual. As an Eligible
Interlisted Issuer, the Company has relied on an exemption pursuant
to Section 602.1 of the TSX Company Manual from Section 613 of the
TSX Company Manual, the effect of which is that, subject to the
satisfaction of certain conditions prescribed by the Toronto Stock
Exchange, the Company will not have to comply with certain Canadian
requirements in connection with the Company's long-term incentive
plan. As a result, shareholders were not asked to approve the
unallocated entitlements under the Company's long-term incentive
plan at the Meeting.
For full voting details, please see the report
of voting results filed on SEDAR at www.sedar.com and EDGAR at
www.sec.gov.
Adjournment of Meeting
The Meeting was adjourned until July 6, 2022 at
10:00 a.m. (Eastern Time). The adjournment of the Meeting is
intended to provide Aeterna with additional time to solicit proxies
to ensure that all shareholders have an opportunity to make their
voices heard with respect to the Share Consolidation. The Meeting
will be reconvened as a virtual meeting on July 6, 2022 at 10:00
a.m. Eastern Time at
http://www.virtualshareholdermeeting.com/AEZS2022.
The Share Consolidation requires the approval of
at least two-thirds of the votes cast by shareholders at the
Meeting. Without the Share Consolidation, the Company is at risk of
having its shares delisted from the Nasdaq. Additional information
on the Share Consolidation can be found in the Company's management
information circular (the "Circular") which is
available on the Company's website and under the Company's profile
at www.sedar.com and www.sec.gov.
The record date for determining shareholders
eligible to vote at the Meeting remains May 17, 2022. Shareholders
who have already voted do not need to recast their votes unless
they wish to change their vote. Shareholders who have not already
voted or wish to change their vote are strongly encouraged to do so
promptly using the instructions provided in the Circular and in the
form of proxy or voting instruction form. The Company has engaged
Kingsdale Advisors as the Company’s strategic shareholder advisor
and proxy solicitation agent and will pay fees of approximately
$60,000 to Kingsdale Advisors to assist in the solicitation of
proxies with respect to matters to be considered at the reconvened
meeting.
The Company encourages all shareholders
who have not yet voted to vote FOR
the Share Consolidation by 5:00 pm
(Eastern Time) on July 5,
2022.
If you have questions about
the Share Consolidation or require assistance
voting, please consult your financial,
legal, tax and other professional advisors or the
Company's strategic shareholder
advisor and proxy solicitation agent, Kingsdale Advisors, by
telephone at 1-800-775-4067
(toll-free in North America) or at 1-416-867-2272 outside
of North America, or by email at
contactus@kingsdaleadvisors.com.
About Aeterna Zentaris
Inc.Aeterna Zentaris is a specialty biopharmaceutical
company developing and commercializing a diversified portfolio of
pharmaceutical and diagnostic products focused on areas of
significant unmet medical need. The Company's lead product,
macimorelin (Macrilen™; Ghryvelin®), is the first and only U.S. FDA
and European Commission approved oral test indicated for the
diagnosis of adult growth hormone deficiency (AGHD). The Company is
leveraging the clinical success and compelling safety profile of
macimorelin to develop it for the diagnosis of childhood-onset
growth hormone deficiency (CGHD), an area of significant unmet
need, in collaboration with Novo Nordisk.
Aeterna Zentaris is dedicated to the development
of therapeutic assets and has recently taken steps to establish a
growing pre-clinical pipeline to potentially address unmet medical
needs across a number of indications, including neuromyelitis
optica spectrum disorder (NMOSD), Parkinson's disease (PD),
hypoparathyroidism and amyotrophic lateral sclerosis (ALS; Lou
Gehrig's disease). Additionally, the Company is developing an oral
prophylactic bacterial vaccine against SARS-CoV-2 (COVID-19) and
Chlamydia trachomatis.
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 statements that may
constitute forward-looking statements within the meaning of U.S.
and Canadian securities legislation and regulations 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," "anticipates," "believes," "intends," "potential,"
"possible," and similar expressions. Such statements, based as they
are on current expectations of management, inherently involve
numerous risks, uncertainties and assumptions, known and unknown,
many of which are beyond our control. Forward-looking statements in
this press release include, but are not limited to, those relating
to: the timing of the reconvened Meeting; the impact of the Share
Consolidation; and the potential delisting of the shares from
Nasdaq.
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,
results from ongoing or planned pre-clinical studies of our
products under development may not be successful or may not support
advancing the product to human clinical trials; our ability to
raise capital and obtain financing to continue our currently
planned operations; our now heavy dependence on the success of
macimorelin (sold under the trade names Macrilen® in the United
States and Ghryvelin™ in the EU) 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 and the amended
license agreement (collectively the Novo Amended License Agreement)
and our license agreement with Consilient Health; the global
instability due to the global pandemic of COVID-19 and the war in
Ukraine and the resulting geopolitical instability, and its 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 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,
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.
No securities regulatory authority has either
approved or disapproved of the contents of this news release. The
Toronto Stock Exchange accepts no responsibility for the adequacy
or accuracy of this release.
Investor Contact:
Jenene ThomasJTC TeamT (US): +1 (833) 475-8247E:
aezs@jtcir.com
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