Aeterna Zentaris Inc. (NASDAQ: AEZS) (TSX: AEZS) ( the “Company”),
a specialty biopharmaceutical company commercializing and
developing therapeutics and diagnostic tests, today announced the
pricing of a public offering of 26,666,666 units at a price to the
public of $0.45 per unit, for gross proceeds of $12 million, before
deducting placement agent fees and other offering expenses payable
by the Company. Each unit contains one common share (or common
share equivalent) and one common warrant to purchase one common
share. The common shares (or common share equivalents) and common
share warrants included in the units can only be purchased together
in this offering but will be issued separately and will be
immediately separable upon issuance. The offering is expected to
close on or about July 7, 2020, subject to satisfaction customary
closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offering.
Each common share warrant has an exercise price
of $0.45 per share, is exercisable immediately and will expire
five years from the date of issuance.
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 securities described above are being offered
by Aeterna Zentaris pursuant to an effective registration statement
on Form F-1 (File No. 333-232935) filed with the Securities and
Exchange Commission (“SEC”) and declared effective on July 1, 2020.
The offering is being made only by means of a prospectus forming
part of the effective registration statement. The final terms of
the offering will be disclosed in a final prospectus to be filed
with the SEC and made available on the SEC's website at
www.sec.gov. Electronic copies of the final prospectus, when
available, 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.
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 public offering of the Company’
units, including as to the consummation of the offering described
above, 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 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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