Aeterna Zentaris Announces Effective Date for Sharing
TORONTO, ON, July 18, 2022 (GLOBE NEWSWIRE) — Aeterna Zentaris Inc. (NASDAQ: AEZS) (TSX: AEZS) (“Aeterna“or the”Company“), a biopharmaceutical company specializing in the commercialization and development of therapeutic and diagnostic tests, today announced that the Company has filed Articles of Amendment, to effect the previously announced stock consolidation (or reverse stock split) (there “Consolidation“) of its issued and outstanding common shares (the “Ordinary actions”) on the basis of one post-consolidation ordinary share for every twenty-five pre-consolidation ordinary shares.
Aeterna expects the price of its common stock to reflect the combination by July 21, 2022, marking a positive outcome for the company as it strives for further development. 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 begin trading on the Toronto Stock Exchange (the “TSX”) and on the Nasdaq Capital Market (the “Nasdaq”) on a post-Consolidation basis at or around the opening of the markets on July 21, 2022.
Maintaining a Nasdaq listing is important to the company’s performance, visibility, and general awareness of Aeterna among current and potential investors. Aeterna completed the consolidation to satisfy Nasdaq’s minimum bid price requirement. Under this rule, if the Company fails to achieve a minimum bid price for its common stock above US$1.00, for at least ten consecutive days prior to July 25, 2022, the Company could be subject to delisting from the Nasdaq unless the Company is timely requests a hearing before a Nasdaq Hearing Panel. Although the consolidation is expected to allow Aeterna common shares to reach the required minimum bid price by the end of the week, the Company will not meet the requirement that common shares must trade at this level for at least least ten consecutive business days prior to July 25, 2022. However, Aeterna expects to be in full compliance with Nasdaq listing rules by August 3, 2022, having traded for at least ten consecutive business days on or at above $1.00 per common share on that date.
Given that the Company does not expect to trade at $1.00 or more per common share for ten consecutive trading days by July 25, 2022, the current expiration date of its grace period, the Company expects to receive notice of disbarment during the week of July 25, 2022. Such notice would give the Company seven calendar days to request a hearing. If the Company has not been found to be in compliance by the deadline to request a hearing, the Company intends to request a hearing in a timely manner. The Hearing Request will automatically suspend any suspension or expungement pending the conclusion of the hearing process. If the Company regains compliance after requesting a hearing, the Company expects the hearing to be canceled, provided it meets all other requirements for continued listing at that time. The Company currently satisfies all other requirements for continued listing except for the offering price requirement.
The Company’s transfer agent, Computershare Investor Services Inc., will send a Letter of Transmittal to registered holders of Common Shares. The Letter of Transmittal will contain instructions on how to deliver the Common Share certificate(s) representing the Pre-Consolidation Common Shares to the Transfer Agent. Shareholders may also obtain a copy of the Letter of Transmittal by accessing the Company’s SEDAR profile at www.sedar.com or the Company’s EDGAR profile at www.sec.gov. Until delivered, each certificate representing pre-consolidation common shares shall 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 have any 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 further information regarding the consolidation, please see the Notice of Annual and Special Meeting of Shareholders and Management Information Circular of the Company dated May 16, 2022, which is available on SEDAR at www.sedar.com or EDGAR at www.sec.gov.
About Aeterna Zentaris Inc.
Aeterna Zentaris is a specialty biopharmaceutical company that develops and markets a diverse portfolio of pharmaceutical and diagnostic products focused on areas of high unmet medical need. The Company’s lead product, macimorelin (Macrilen™; Ghryvelin®), is the first and only oral test approved by the US FDA and the European Commission indicated for the diagnosis of Adult Growth Hormone Deficiency (AGHD). The Company is building on the clinical success and compelling safety profile of macimorelin to develop it for the diagnosis of childhood 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 and clinical pipeline to potentially address unmet medical needs in a number of indications including neuromyelitis optica (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.
For more information, please visit www.zentaris.com and connect with the Company on Twitter, LinkedIn and Facebook.
This press release contains statements that may constitute forward-looking statements within the meaning of United States and Canadian securities laws and regulations and such statements are made pursuant to the safe harbor provision of the United States Securities Litigation Reform Act of 1995. are frequently, but not always, identified by words such as “expects”, “anticipates”, “believes”, “intends”, “potential”, “possible” and similar expressions. Such statements, based on management’s current expectations, inherently involve numerous known and unknown risks, uncertainties and assumptions, many of which are beyond our control. Forward-looking statements in this press release include, but are not limited to, those relating to the timing and impact of the Consolidation and compliance with Nasdaq rules.
Forward-looking statements involve known and unknown risks and uncertainties and other factors that may cause the actual results, performance or achievements stated herein to be materially different from any future results, performance or achievements expressed or implied. understood by the forward-looking information. These risks and uncertainties include, among others, the results of ongoing or planned preclinical and clinical studies of our products under development that may not be successful or support advancement of the product to human clinical trials; our ability to raise capital and obtain financing to continue our currently planned operations; our now strong dependence on the success of Macrilène™ (macimorelin) and related license agreements and the continued availability of funds and resources to successfully commercialize the product, including our heavy reliance on the success of the license agreement and the amended license agreement (collectively, Novo’s Amended License Agreement); global instability due to the global COVID-19 pandemic and the war in Ukraine and resulting geopolitical instability, and its unknown potential effect on our planned operations; our ability to enter into licensing, development, manufacturing, marketing and distribution agreements with other pharmaceutical companies and to maintain such agreements in effect; and our ability to continue to list our common stock on NASDAQ. Investors should consult our quarterly and annual filings with securities commissions in Canada and the United States for additional information on risks and uncertainties, including the risks discussed in our Annual Report on Form 20-F and the Annual Information Form, under the heading “Risk Factors”. Given the uncertainties and risk factors, readers are cautioned not to place undue reliance on these forward-looking statements. We undertake no obligation to update these factors or to publicly announce any revision to any of the forward-looking statements contained herein to reflect future results, events or developments, except as required by a government authority or applicable law. required.
No securities regulatory authority has approved or disapproved of the contents of this press release. The Toronto Stock Exchange accepts no responsibility for the adequacy or accuracy of this release.
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