Mr. Philip Theodore reports
AETERNA ZENTARIS ANNOUNCES CLOSING OF US$7,560,000 REGISTERED DIRECT OFFERING OF COMMON SHARES AND WARRANTS
Aeterna Zentaris Inc. has closed its previously announced registered direct
offering to a single health-care-dedicated institutional investor in the
United States of 2.1 million units,
consisting of either one common share or one prefinanced warrant to
acquire one common share and 0.45 of a warrant to purchase one common
share, at a purchase price of $3.60 (U.S.) per unit. The purchaser acquired
units with prefinanced 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 $4.70 (U.S.) 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 company's common shares on the Nasdaq Capital
Market attains or exceeds $10.00
(U.S.) 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 finance
the preparation and submission of new drug applications for Macrilen
and Zoptrex, if the results of its continuing clinical trials of such
products warrant doing so; for general corporate and working capital
purposes; and to finance 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 advisers 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 Toronto Stock Exchange 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 per cent of the overall
trading volume of its listed securities occurring on all Canadian
marketplaces in the 12 months immediately preceding the date on
which application was made to TSX to approve the offering.
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