Form 6-K Aeterna Zentaris Inc. For: Nov 01

 

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 November 2016

 

Commission file number 0-30752

 

 

AETERNA ZENTARIS INC.

 

 

c/o Norton Rose Fulbright Canada LLP

1 Place Ville Marie

Suite 2500

Montreal, QC

H3B 1R1

(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  o

 

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):  o

 

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):  o

 

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  o            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 November 1, 2016
99.2		Material Change Report dated November 1, 2016

 

2

 

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: November 1, 2016	By:	/s/ Philip A. Theodore
		Philip A. Theodore
		Senior Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary

 

3

Exhibit 99.1

 

 

Æterna Zentaris Inc.	Press Release
315 Sigma Drive, Suite 302D	For immediate release
Charleston, SC 29486
www.aezsinc.com

 

Aeterna Zentaris Announces Closing of US$7,560,000 Registered Direct Offering of Common Shares and Warrants

 

Charleston, South Carolina, November 1, 2016 — Aeterna Zentaris Inc. (NASDAQ: AEZS; TSX: AEZ) (the “Company”) today announced the closing of its previously announced registered direct offering to a single healthcare dedicated institutional investor in the United States (the “Offering”) of 2,100,000 units (the “Units”), consisting of either one common share or one-pre-funded warrant to acquire one common share and 0.45 of a warrant to purchase one common share, at a purchase price of US$3.60 per Unit. The purchaser acquired Units with pre-funded warrants substituted for common shares where the purchase of Units with common shares would have resulted in the purchaser beneficially owning more than its beneficial ownership limitation following the consummation of the Offering.

 

The warrants have an exercise price of US$4.70 per share. They are exercisable 6 months after their date of issuance and expire three years after their initial exercise date. The warrants do not contain any price or other adjustment provision, except for customary adjustment provisions that apply in the event of certain corporate events or transactions that affect all outstanding common shares. The warrants may at any time be exercised on a “net” or “cashless” basis in accordance with a customary formula. In addition, in the event the volume weighted average price of the Company’s common shares on the NASDAQ Capital Market attains or exceeds US$10.00 during 10 consecutive trading days, the Company will have the right to call for cancellation all or any portion of the warrants which are not exercised by holders within 10 trading days following receipt of a call notice from the Company. The warrants will not be listed on any stock exchange.

 

The Company intends to use the net proceeds from the Offering to fund the preparation and submission of New Drug Applications for Macrilen™ and Zoptrex™, if the results of its ongoing clinical trials of such products warrant doing so, for general corporate and working capital purposes and to fund negative cash flow.

 

Maxim Group LLC acted as exclusive placement agent for the Offering. Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC, and Aegis Capital Corp. acted as financial advisors to the Company in connection with the Offering.

 

In approving the Offering and listing the Common Shares issued and issuable thereunder, 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 TSX to approve the Offering.

 

This press release does not and shall not constitute an offer to sell or the solicitation of an offer to buy any of the Company’s securities, nor shall there be any sale of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

 

 

About Aeterna Zentaris Inc.

 

Aeterna Zentaris is a specialty biopharmaceutical company engaged in developing and commercializing novel treatments in oncology, endocrinology and women’s health.  We are engaged in drug development activities and in the promotion of products for others.  We are now conducting Phase 3 studies of two internally developed compounds.  The focus of our business development efforts is the acquisition or license of products that are relevant to our therapeutic areas of focus.  We also intend to license out certain commercial rights of internally developed products to licensees in territories where such out-licensing would enable us to ensure development, registration and launch of our product candidates.  Our goal is to become a growth-oriented specialty biopharmaceutical company by pursuing successful development and commercialization of our product portfolio, achieving successful commercial presence and growth, while consistently delivering value to our shareholders, employees and the medical providers and patients who will benefit from our products.  For more information, visit www.aezsinc.com.

 

Contact:

 

Aeterna Zentaris Inc.
Philip A. Theodore, Senior Vice President
[email protected]
843-900-3223

 

Exhibit 99.2

 

FORM 51-102F3

 

MATERIAL CHANGE REPORT

 

Item 1                                                            Name and Address of Company

 

Aeterna Zentaris Inc. (the Corporation)

c/o Norton Rose Fulbright Canada LLP

1 Place Ville Marie

Suite 2500

Montreal, QC

H3B 1R1

 

Item 2                                                            Date of Material Change

 

October 27, 2016 and November 1, 2016.

 

Item 3                                                            News Release

 

On October 27, 2016 and November 1, 2016, the Corporation issued news releases indicating the material change, which were disseminated in Canada on the Business Wire news service.

 

Item 4                                                            Summary of Material Change

 

On October 27, 2016, the Corporation announced that it was raising US$7,560,000 in gross proceeds in a registered direct offering to a single healthcare dedicated institutional investor in the United States (the Offering) of 2,100,000 units (the Units), consisting of either one common share or one pre-funded warrant to acquire one common share and 0.45 of a warrant to purchase one common share, at a purchase price of US$3.60 per Unit. The purchaser had the opportunity to acquire Units with pre-funded warrants substituted for common shares where the purchase of Units with common shares would have resulted in the purchaser beneficially owning more than its beneficial ownership limitation following the consummation of the Offering, paying the same price of US$3.60 per Unit. The warrants have an exercise price of $4.70 per share. They are exercisable six months after their date of issuance and expire three years after their initial exercise date.

 

On November 1, 2016, the Corporation announced that it had completed the Offering generating gross proceeds of US$7,560,000.

 

Item 5                                                            Full Description of Material Change

 

On October 27, 2016, the Corporation announced that it was raising US$7,560,000 in gross proceeds in the Offering of 2,100,000 Units, consisting of either one common share or one pre-funded warrant to acquire one common share and 0.45 of a warrant to purchase one common share, at a purchase price of US$3.60 per Unit. The purchaser acquired Units with pre-funded warrants substituted for common shares where the purchase of Units with common shares would have resulted in the purchaser beneficially owning more than its beneficial ownership limitation following the consummation of the Offering.

 

The warrants have an exercise price of US$4.70 per share. They are exercisable six months after their date of issuance and expire three years after their initial exercise date. The warrants do not contain any price or other adjustment provision, except for customary adjustment provisions that apply in the event of certain corporate events or transactions that affect all outstanding common shares. The warrants may at any time be exercised on a “net” or “cashless” basis in accordance with a customary formula. In addition, in the event the volume weighted average price of the Corporation’s common shares on the NASDAQ Capital Market attains or exceeds US$10.00 during 10 consecutive trading days, the Corporation will have the right to call for cancellation all or any portion of the warrants which are not exercised by holders within 10 trading days following receipt of a call notice from the Corporation. The warrants will not be listed on any stock exchange.

 

 

The Corporation intends to use the net proceeds from the Offering to fund the preparation and submission of New Drug Applications for Macrilen™ and Zoptrex™, if the results of its ongoing clinical trials of such products warrant doing so, for general corporate and working capital purposes and to fund negative cash flow.

 

Maxim Group LLC acted as exclusive placement agent for the Offering. Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC, and Aegis Capital Corp. acted as financial advisors to the Corporation in connection with the Offering.

 

On November 1, 2016, the Corporation announced that it had completed the Offering generating gross proceeds of US$7,560,000.

 

Item 6                                                            Reliance on subsection 7.1(2) of National Instrument 51-102

 

Not applicable.

 

Item 7                                                            Omitted Information

 

Not applicable.

 

Item 8                                                            Executive Officer

 

Further information regarding the matters described in this report may be obtained from Philip A. Theodore, Senior Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary. Mr. Theodore is knowledgeable about the details of the material change and may be contacted at (843) 900-3211.

 

Item 9                                                            Date of Report

 

November 1, 2016