An anonymous director reports
AETERNA ZENTARIS ANNOUNCES EFFECTIVE DATE OF SHARE CONSOLIDATION
Aeterna Zentaris Inc. has filed articles of amendment to effect the previously announced share consolidation (or reverse stock split) of its issued and outstanding common shares on the basis of one postconsolidation common share for every 25 preconsolidation common shares.
Aeterna expects that the price of its common shares will reflect the consolidation by July 21, 2022, marking a positive outcome for the company as it works to further its development pipeline. Aeterna's board of directors also thanks all shareholders for their support of the consolidation initiative.
The consolidation will reduce the number of common shares issued and outstanding from approximately 121,397,007 common shares to approximately 4,855,876 common shares. The common shares are expected to commence trading on the Toronto Stock Exchange and on the Nasdaq Capital Market on a postconsolidation basis on or about the opening of trading on July 21, 2022.
Remaining listed on Nasdaq is important to the company's performance and corporate visibility, as well as overall awareness of Aeterna to current and potential investors. Aeterna proceeded with the consolidation to satisfy Nasdaq's minimum bid price requirement. Under this rule, 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 25, 2022, the company could be subject to delisting from Nasdaq unless the company timely requests a hearing before a Nasdaq hearings panel. While the consolidation is expected to result in Aeterna's common shares achieving the requisite minimum bid price by later this week, the company will not meet the requirement for the common shares to trade at this level for a minimum of 10 consecutive days before July 25, 2022. However, Aeterna expects to be in full compliance with the Nasdaq listing rules by Aug. 3, 2022, having traded for a minimum of 10 consecutive business days at or above $1 per common share by that date.
Given that the company does not expect to trade at or above $1 per common share for 10 consecutive trading days by July 25, 2022, the current expiration date of its grace period, the company expects to receive a notice of delisting during the week of July 25, 2022. Such notice would afford the company seven calendar days to request a hearing. If the company has not been deemed in compliance by the due date for requesting a hearing, the company intends to timely request a hearing. The hearing request will automatically stay any suspension or delisting action pending the conclusion of the hearings process. Should the company regain compliance after it has requested a hearing, the company expects that the hearing will be cancelled, provided it meets all other requirements for continued listing at the time. At present, the company meets all other requirements for continued listing, with the exception of the bid price requirement.
The company's transfer agent, Computershare Investor Services Inc., will be sending a letter of transmittal to the registered holders of common shares. The letter of transmittal will contain instructions on how to surrender common share certificates representing preconsolidation common shares to the transfer agent. Shareholders may also obtain a copy of the letter of transmittal by viewing the company's SEDAR profile or the company's EDGAR profile. Until surrendered, each certificate representing preconsolidation common shares will be deemed for all purposes to represent the number of common shares to which the holder thereof is entitled as a result of the consolidation. If shareholders hold their common shares through an intermediary and they have questions in this regard, they are encouraged to contact their intermediaries.
The company's new Cusip number is 007975501, and its new ISIN number is CA0079755017.
For additional information regarding the consolidation, please refer to the company's notice of annual general and special meeting of shareholders and management information circular dated May 16, 2022, which are available on SEDAR or EDGAR.
About Aeterna Zentaris Inc.
Aeterna 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- 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 is dedicated to the development of therapeutic assets and has recently taken steps to establish a growing preclinical and clinical 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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