On September 20, 2019 Aeterna Zentaris Inc. (NASDAQ: AEZS) (TSX: AEZS), a specialty biopharmaceutical company engaged in commercializing novel pharmaceutical therapies, principally through out-licensing arrangements, reported that it has entered into a securities purchase agreement with institutional investors in the United States to purchase approximately $5.0 million of its common shares in a registered direct offering and warrants to purchase common shares in a concurrent private placement (Press release, AEterna Zentaris, SEP 20, 2019, View Source [SID1234539667]). The combined purchase price for one common share and one warrant will be $1.50.
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Under the terms of the securities purchase agreement, Aeterna has agreed to sell 3,325,000 shares of its common shares. In a concurrent private placement, Aeterna has agreed to issue warrants to purchase up to an aggregate of 3,325,000 common shares. The warrants will be exercisable for a period of 5 years commencing six months from the date of issuance and have an exercise price of $1.65 per share.
The Company expects gross proceeds from the registered direct offering and concurrent private placement to be approximately $5.0 million before deducting placement agent’s fees and expenses. The registered direct offering and concurrent private placement is expected to close on or about September 24, 2019, subject to the satisfaction of customary closing conditions.
Maxim Group LLC is acting as sole placement agent in connection with the offering.
The common shares described above are being offered by Aeterna Zentaris pursuant to a "shelf" registration statement on Form F-3 (File No. 333-232935) previously filed and declared effective by the Securities and Exchange Commission (SEC). The warrants issued in the concurrent private placement and shares issuable upon exercise of such warrants were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and Regulation D promulgated thereunder and have not been registered under the Act or applicable state securities law.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales 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 such jurisdiction. No Canadian prospectus has been or will be filed in a province or territory of Canada to qualify the common shares in connection with the offering. A prospectus supplement relating to the shares of common shares will be filed by Aeterna with the SEC. When available, copies of the prospectus supplement relating to the registered direct offering, together with the accompanying prospectus, can be obtained at the SEC’s website at www.sec.gov or from Maxim Group LLC, 405 Lexington Avenue, New York, NY 10174, Attention: Syndicate Department, or via email at [email protected] or telephone at (212) 895-3745.