Form 6-K Aeterna Zentaris Inc. For: Mar 05
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 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2015
Commission file number 0-30752
AETERNA ZENTARIS INC.
1405 du Parc-Technologique Boulevard
Quebec City, Québec
Canada, G1P 4P5
(Address of principal executive offices)
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 x 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): ¨
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No x
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .
DOCUMENTS INDEX
Documents | Description | |
99.1 | Press release dated March 5, 2015 |
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 5, 2015 | By: | /s/ Philip A. Theodore | ||||
Philip A. Theodore | ||||||
Senior Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary |
EXHIBIT 99.1
Aeterna Zentaris Announces Proposed Public Offering of Common Shares and Warrants |
Press Release For immediate release |
Québec City, Canada, March 5, 2015 Aeterna Zentaris Inc. (NASDAQ: AEZS) (TSX: AEZ) (the Company) today announced that it has commenced an underwritten public offering (the Offering) of units (the Units). Units will consist of common shares, Series A warrants to purchase common shares (the Series A Warrants) and Series B warrants to purchase common shares (the Series B Warrants). Investors whose purchase of Units in the Offering would result in them beneficially owning more than the initial beneficial ownership limitation to be included in the Warrants following the consummation of the Offering will have the opportunity to acquire Units with Series C pre-funded warrants substituted for any common shares they would have otherwise acquired over the initial beneficial ownership limitation, paying the same price per Unit. The pricing and number of Units as well as the exercise price and duration of the Series A Warrants and Series B Warrants will be determined in the course of marketing.
Canaccord Genuity Inc. is acting as sole manager for the proposed Offering. The proposed Offering is subject to customary conditions, including the approval of The NASDAQ Stock Market (NASDAQ) and the Toronto Stock Exchange (TSX), and there can be no assurance as to whether or when the proposed Offering may be completed, or as to the actual size or terms of the Offering. The Company has no intention of listing either series of Warrants on the NASDAQ or TSX.
The Offering is being conducted pursuant to the Companys effective shelf registration statement on Form F-10 filed with the U.S. Securities and Exchange Commission (the SEC), its corresponding Canadian base shelf prospectus and an exemption from the Autorité des marches financiers permitting the Company to offer common shares, warrants and such other securities specified therein in the United States. The proposed Offering will be made only by means of a preliminary prospectus supplement, a final prospectus supplement and the accompanying short form base shelf prospectus. When available, copies of the preliminary prospectus supplement, the final prospectus supplement and the accompanying short form base shelf prospectus may be obtained upon request by contacting the Syndicate department of Canaccord Genuity Inc., Attention: Syndicate Department, 99 High Street, 12th Floor, Boston, Massachusetts 02110, or by telephone/email at (800) 225-6201/[email protected]. Electronic copies of the preliminary prospectus supplement, the final prospectus supplement and the accompanying short form base shelf prospectus will also be available free of charge at www.sedar.com and www.sec.gov, respectively.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale 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 any such jurisdiction.
About Aeterna Zentaris Inc.
Aeterna Zentaris is a specialty biopharmaceutical company engaged in developing and commercializing novel treatments in oncology, endocrinology and womens health. For more information, visit www.aezsinc.com.
Forward Looking Statements
This press release contains forward-looking statements made pursuant to the safe harbor provisions of the US Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties that could cause the Companys actual results to differ materially from those in the forward-looking statements. Such risks and uncertainties include, among others, the availability of funds and resources to pursue R&D projects, the successful and timely completion of clinical studies, the risk that safety and efficacy data from any of our Phase 3 trials may not coincide with the data analyses from previously reported Phase 1 and/or Phase 2 clinical trials, the ability of the Company to efficiently commercialize one or more of its products or product candidates, the ability of the Company to take advantage of business opportunities in the pharmaceutical industry, uncertainties related to the regulatory process, the potential of liability arising from shareholder lawsuits and general changes in economic conditions. Investors should consult the Companys quarterly and annual filings with the Canadian and US securities commissions for additional information on risks and uncertainties relating to forward-looking statements. Investors are cautioned not to rely on these forward-looking statements. The Company does not undertake to update these forward-looking statements. We disclaim any obligation to update any such factors or to publicly announce the result of 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 by applicable law.
Contact:
Paul Burroughs
Director of Communications
(418) 652-8525 ext. 406
-30-
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