Aeterna Zentaris Inc. (NASDAQ: AEZS; TSX: AEZS) (the “Company”), a
specialty biopharmaceutical company commercializing and developing
therapeutics and diagnostic tests, announced today the closing of
its previously announced registered direct offering with several
institutional investors in the United States for 12,427,876 common
shares, at a purchase price of $0.56325 per common share, priced
at-the-market under Nasdaq rules. Additionally, the Company issued
to the investors unregistered warrants to purchase up to an
aggregate of 9,320,907 common shares in a concurrent private
placement. The warrants have an exercise price of $0.47 per common
share, are exercisable immediately and will expire five and
one-half years following the date of issuance. The gross proceeds
to the Company from the offering totaled approximately $7.0
million, before deducting placement agent fees and offering
expenses.
H.C. Wainwright & Co. acted 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 common shares described above (but not the
warrants or the common shares underlying the warrants) were 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 were offered only by means of a
prospectus, including a prospectus supplement, forming a part of
the effective registration statement.
A final prospectus supplement and the
accompanying prospectus relating to the registered direct offering
was filed by Aeterna Zentaris with the SEC and 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.
In obtaining the approval of the Toronto Stock
Exchange (“TSX”) of the offering, 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 the TSX to approve the offering.
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 intended use of the proceeds from 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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