On February 19, 2020 Aeterna Zentaris Inc. (NASDAQ: AEZS) (TSX: AEZS) ("Aeterna" or the "Company"), a specialty biopharmaceutical company commercializing and developing therapeutics and diagnostic tests, reported that it has entered into a securities purchase agreement with several institutional investors in the United States providing for the sale and issuance of approximately 3,478,261 common shares at a purchase price of $1.29375 per common share in a registered direct offering priced at-the-market under Nasdaq rules (Press release, AEterna Zentaris, FEB 19, 2020, View Source [SID1234554539]). The offering is expected to result in gross proceeds to Aeterna Zentaris of approximately $4.5 million.
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Aeterna Zentaris will also issue to the purchasers unregistered warrants to purchase up to an aggregate of 2,608,696 common shares. The warrants will be exercisable for a period of five and one-half years, exercisable immediately following the issuance date and have an exercise price of $1.20 per common share.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.
The registered direct offering and concurrent private placement is expected to close on or about February 21, 2020, subject to the satisfaction of customary closing conditions.
The common shares described above (but not the warrants or the common shares underlying the warrants) are being offered by Aeterna Zentaris pursuant to a "shelf" registration statement on Form F-3 (File No. 333-232935), which was previously declared effective by the U.S. Securities and Exchange Commission ("SEC") on August 15, 2019. Such common shares may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.
A prospectus supplement relating to the common shares will be filed by Aeterna with the SEC. When filed with the SEC, copies of the prospectus supplement and the accompanying prospectus relating to the registered direct offering, may be obtained at the SEC’s website at www.sec.gov. Electronic copies of the prospectus supplement and accompanying prospectus relating to the registered direct offering may also be obtained by contacting H.C. Wainwright & Co., LLC, 430 Park Avenue, 3rd Floor, New York, NY 10022, by telephone at (646) 975-6996 or by email at [email protected].
The warrants described above were offered in a private placement pursuant to an exemption from the Securities Act of 1933, as amended (the "Act"), and along with the common shares issuable upon their exercise, have not been registered under the Act, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements.
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 or the warrants in connection with the offering.