An anonymous director reports
AETERNA ZENTARIS ANNOUNCES VIRTUAL 2022 MEETING OF SHAREHOLDERS AND URGES SHAREHOLDERS TO VOTE IN FAVOR OF THE PROPOSED SHARE CONSOLIDATION
Aeterna Zentaris Inc.'s virtual annual general and special meeting of shareholders (AGM) will be held on June 21, 2022, at 10 a.m. ET. Management and the board of directors urge the company's shareholders of record to vote for the resolution authorizing the board to approve a share consolidation of the company's issued and outstanding common shares.
The platform for the virtual AGM will provide shareholders the ability to listen to the AGM live, submit questions and submit their votes during the AGM.
To be admitted to the virtual AGM, shareholders need to go on-line and enter the control number included on the proxy form or voting instruction form, as applicable. On-line check-in will begin 15 minutes prior to the start of the AGM, at 9:45 a.m. ET. The AGM will begin promptly at 10 a.m. ET on June 21, 2022. A management information circular describing the proposed share consolidation and other items of business to be considered at the AGM will be mailed to shareholders in the coming days.
Remaining on the Nasdaq Capital Market is a critical piece of the company's performance, corporate visibility and overall awareness of Aeterna Zentaris to the investor base. If the company fails to meet a minimum bid price for its common shares above $1 (U.S.), for a minimum of at least 10 consecutive days before July 26, 2022, the company could be delisted from the Nasdaq Stock Market LLC, which could have serious consequences for the company.
Accordingly, the company expects to file a management information circular in the coming days, which will include a resolution for shareholders to provide the board with the authority to consolidate the common shares at a ratio within the range of one postconsolidation common share for between five and 25 preconsolidation common shares. The company expects that the share consolidation will allow for the common shares to continue to be listed on the Nasdaq and ensure compliance with the Nasdaq's continued listing standard that common shares maintain a minimum bid price of $1 (U.S.) per share.
As previously announced, on July 28, 2021, the company received a letter from the listing qualifications department of the Nasdaq, indicating that, based upon a closing bid price of less than $1 per share for the company's common shares for the prior-30-consecutive-business-day period, the company no longer satisfied Nasdaq listing Rule 5550(a)(2).
In accordance with Rule 5810(c)(3)(A), the company was granted a grace period of 180 calendar days, through Jan. 24, 2022. On Jan. 26, 2022, the company announced that the Nasdaq granted the company an additional 180-calendar-day period, through July 26, 2022, to comply with the standard.
In advance of the deadline, the board believes it is in the best interests of the company to obtain shareholder approval at the meeting to implement the share consolidation.
Consequences of a failure to effect a share consolidation and remain on the
The company cannot offer any assurances that the share consolidation, if implemented, will ultimately result in the company regaining compliance with the rule. However, management believes that a failure to approve the share consolidation and remain on the Nasdaq could have a material adverse effect on the company and its stakeholders for several reasons, including the following:
- In the event the company does not provide, prior to the deadline, evidence to demonstrate compliance with the rule, it is expected that Nasdaq would notify the company that its common shares are subject to delisting, which would have serious consequences for the company.
- Liquidity in the trading of the common shares may be reduced, as the Nasdaq is the company's primary trading market. Decreased liquidity would impact existing shareholders and may increase the cost of capital for the company.
The company is also listed on the Toronto Stock Exchange and the company's non-compliance with the Nasdaq minimum bid price requirement does not affect the company's compliance status with the TSX.
Aeterna Zentaris strongly encourages its shareholders to read its management information circular and other AGM materials carefully. If you are unable to attend the AGM or if you wish to vote in advance of the AGM, please carefully follow the instructions on the proxy or voting instruction form. Shareholders who hold their common shares with a bank, broker or financial intermediary, who wish to vote at the AGM, must carefully follow the instructions provided by their intermediary. Even if shareholders intend to attend the virtual AGM, it is strongly recommended that votes are made in advance by telephone or Internet to ensure that votes are received before the AGM. To cast your vote by telephone or Internet, please have your proxy card or voting instruction form in hand, and carefully follow the instructions contained therein. Your telephone or Internet vote authorizes the named proxies to vote your common shares in the same manner as if you mark, sign and return your proxy card. If shareholders of record vote by mail, your vote must be received before 5 p.m. ET on Friday, June 17, 2022. If shareholders of record vote by telephone or Internet, your vote must be received before 5 p.m. ET on Monday, June 20, 2022.
About Aeterna Zentaris Inc.
Aeterna Zentaris is a specialty biopharmaceutical company developing and commercializing a diversified portfolio of pharmaceutical and diagnostic products focused on areas of significant unmet medical need. The company's lead product, macimorelin (Macrilen; Ghryvelin), is the first and only U.S. Food and Drug Administration- (FDA) and European Commission- approved oral test indicated for the diagnosis of adult growth hormone deficiency (AGHD). The company is leveraging the clinical success and compelling safety profile of macimorelin to develop it for the diagnosis of childhood-onset growth hormone deficiency (CGHD), an area of significant unmet need, in collaboration with Novo Nordisk.
Aeterna Zentaris is dedicated to the development of therapeutic assets and has recently taken steps to establish a growing preclinical pipeline to potentially address unmet medical needs across a number of indications, including neuromyelitis optica spectrum disorder (NMOSD), Parkinson's disease (PD), hypoparathyroidism and amyotrophic lateral sclerosis (ALS; Lou Gehrig's disease). Additionally, the company is developing an oral prophylactic bacterial vaccine against SARS-CoV-2 (COVID-19) and chlamydia trachomatis.
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