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6-K 1 form6-k.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE Ai-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of August 2024

 

Commission File Number: 001-38064

 

Aeterna Zentaris Inc.

(Translation of registrant’s name into English)

 

c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, Toronto ON M5K 1E7

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

 

 

 

 

 

On August 6, 2024, Aeterna Zentaris Inc. (“Aeterna”, “we”, “our” or the “Company”) issued a news release announcing that, effective as of August 6, 2024, its name has been changed from “Aeterna Zentaris Inc.” to “COSCIENS Biopharma Inc.” Effective as of August 9, 2024, the Company’s common shares (the “Common Shares”) will begin trading on the Toronto Stock Exchange (the “TSX”) and NASDAQ Capital Market (the “NASDAQ”) under the trading symbol “CSCI” and will concurrently cease trading thereon under the former trading symbol “AEZS”. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Also on August 6, 2024, the Company filed with the Canadian Securities Administrators on SEDAR+ a material change report relating to the name change, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

 

On the same date, the Company also filed on SEDAR+ a certificate of amendment filed under the Canada Business Corporations Act on August 6, 2024 effecting the name change, a copy of which is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

 

On the same date, the Company also filed on SEDAR+ the first supplemental indenture by and between the Company and Computershare Trust Company of Canada, governing the terms of the Company’s common share purchase warrants issued in connection with the Company’s business combination with Ceapro, Inc., a copy of which is attached hereto as Exhibit 99.4 and is incorporated herein by reference.

 

Exhibit 99.1, 99.3 and 99.4 included with this Report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statements on Forms S-8 (No. 333-224737, No. 333-210561, No. 333-200834 and No. 333-279844) (collectively, the “Registration Statements”) and shall be deemed to be a part thereof from the date on which this Report on Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished. The information contained on any websites referenced in Exhibit 99.1 included with this Report on Form 6-K is not incorporated by reference or deemed to be a part of this Report on Form 6-K or any of the Registration Statements.

 

Forward-Looking Statements

 

The information in this Report on Form 6-K and the exhibit attached hereto and incorporated herein by reference include forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, specifically Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. These forward-looking statements involve a number of known and unknown risks, uncertainties and other factors that could cause actual results and outcomes to be materially different from historical results or from any future results expressed or implied by such forward-looking statements.

 

Forward-looking statements include, but are not limited to, those relating to the Company’s expectations regarding the anticipated benefits and synergies as well as the assets, cost structure, financial position, cash flows and growth prospects of the combined company.

 

Risks and factors that could cause actual results or outcomes to differ materially from expectations include, among others, the following:

 

the Company’s ability to raise capital and obtain financing to continue its currently planned operations;
the Company’s ability to maintain compliance with the continued listing requirements of the NASDAQ and to maintain the listing of its common shares on the NASDAQ;
the Company’s ability to continue as a going concern, which is dependent, in part, on its ability to transfer cash from Aeterna Zentaris GmbH to the Company and its U.S. subsidiary and to secure additional financing;

 

 

 

the Company’s now heavy dependence on the success of Macrilen™ (macimorelin) and related out-licensing arrangements and the continued availability of funds and resources to successfully commercialize the product, including its heavy reliance on the success of the license and assignment agreement with Novo Nordisk A/S;
the Company’s ability to enter into out-licensing, development, manufacturing, marketing and distribution agreements with other pharmaceutical companies and keep such agreements in effect;
the Company’s reliance on third parties for the manufacturing and commercialization of Macrilen™ (macimorelin);
potential disputes with third parties, leading to delays in or termination of the manufacturing, development, out-licensing or commercialization of the Company’s product candidates, or resulting in significant litigation or arbitration;
uncertainties related to the regulatory process;
unforeseen global instability, including the instability due to the global pandemic of the novel coronavirus;
the Company’s ability to efficiently commercialize or out-license Macrilen™ (macimorelin);
the Company’s reliance on the success of the pediatric clinical trial in the European Union (“E.U.”) and U.S. for Macrilen™ (macimorelin);
the degree of market acceptance of Macrilen™ (macimorelin);
the Company’s ability to obtain necessary approvals from the relevant regulatory authorities to enable it to use the desired brand names for its product;
the Company’s ability to successfully negotiate pricing and reimbursement in key markets in the E.U. for Macrilen™ (macimorelin);
any evaluation of potential strategic alternatives to maximize potential future growth and shareholder value may not result in any such alternative being pursued, and even if pursued, may not result in the anticipated benefits;
the Company’s ability to protect its intellectual property; and
the potential of liability arising from shareholder lawsuits and general changes in economic conditions.

 

Additional risk factors that could cause actual results to differ materially include those risks identified in Item 3. “Key Information – Risk Factors” contained in the Company’s most recent Annual Report on Form 20-F filed with the SEC and its other filings and submissions from time to time, including those containing its quarterly and annual results, with the SEC, which are available on the Company’s website located at www.aeterna.com.

 

Many of these risks and factors are beyond the Company’s control. The Company cautions you not to place undue reliance on these forward-looking statements. All written and oral forward-looking statements attributable to the Company and/or Ceapro, Inc. or persons acting on their behalf, are qualified in their entirety by these cautionary statements. Moreover, unless required by law to update these statements, the Company will not necessarily update any of these statements after the date hereof, either to conform them to actual results or to changes in their expectation.

 

DOCUMENTS INDEX

 

Exhibit   Description
99.1   Aeterna Zentaris Announces Name Change to COSCIENS Biopharma Inc.
99.2   Material Change Report
99.3   Certificate of Amendment
99.4   First Supplemental Indenture between the Registrant and Computershare Trust Company of Canada, as Warrant Agent, dated as of August 6, 2024

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  AETERNA ZENTARIS INC.
     
Date: August 6, 2024 By: /s/ Giuliano La Fratta
    Giuliano La Fratta
    Chief Financial Officer

 

 

 

 

 

 

 

 

EX-99.1 2 ex99-1.htm

 

Exhibit 99.1

 

 

Aeterna Zentaris Inc. Announces Name Change to COSCIENS Biopharma Inc.

 

TORONTO, ONTARIO, August 6, 2024 – COSCIENS Biopharma Inc. (formerly Aeterna Zentaris Inc.) (NASDAQ: AEZS) (TSX: AEZS) (“COSCIENS” or the “Company”), a specialty biopharmaceutical company developing and commercializing a diversified portfolio of pharmaceutical and diagnostic products and active ingredients for healthcare and cosmetics industries, today announces that the Company’s name has been changed from “Aeterna Zentaris Inc.” to “COSCIENS Biopharma Inc.”, effective as of August 6, 2024 (the “Name Change”).

 

 

In addition, the Company announces that, effective as of August 9, 2024, the Company’s common shares (the “Common Shares”) will begin trading on the Toronto Stock Exchange (the “TSX”) and NASDAQ Capital Market (the “NASDAQ”) under the trading symbol “CSCI” and will concurrently cease trading thereon under the former trading symbol “AEZS”.

 

At the Company’s annual general and special meeting of shareholders held on July 16, 2024, the shareholders of the Company approved a special resolution authorizing the board of directors of the Company to effect the Name Change. Implementation of the Name Change remains subject to the final approval of the TSX and the NASDAQ.

 

There is no change in the capitalization of the Company in connection with the Name Change and no action will be required by existing shareholders or warrantholders of COSCIENS in connection with the Name Change. Certificates representing Common Shares and warrants of the Company (the “Warrants”) will not be affected by the Name Change and will not need to be exchanged. The Company encourages any shareholder or warrantholder with any questions or concerns to contact the Company or to discuss any of the foregoing with their broker or agent.

 

The new CUSIP number for the Common Shares is 22112H101, and the new ISIN for the Common Shares is CA22112H1010. In addition, the new CUSIP number for the Warrants is 22112H119, and the new ISIN for the Warrants is CA22112H1192.

 

About COSCIENS Biopharma Inc.

 

COSCIENS is a specialty biopharmaceutical company engaged in the development and commercialization of a diverse portfolio of pharmaceutical and diagnostic products, including those focused on areas of significant unmet medical need. One of COSCIENS’ lead products is macimorelin (Macrilen; Ghryvelin), the first and only U.S. FDA and European Commission approved oral test indicated for the diagnosis of adult growth hormone deficiency (AGHD). COSCIENS is also engaged in the development of therapeutic assets and proprietary extraction technology, which is applied to the production of active ingredients from renewable plant resources currently used in cosmeceutical products (i.e., oat beta glucan and avenanthramides which are found in leading skincare product brands like Aveeno and Burt’s Bees formulations) and being developed as potential nutraceuticals and/or pharmaceuticals.

 

The Company is listed on the NASDAQ and the TSX, and currently trades on both exchanges under the ticker symbol “AEZS” (however, as noted above, the Company will begin trading on such exchanges under the ticker symbol “CSCI” effective as of August 9, 2024). For more information, please visit COSCIENS’ website at www.zentaris.com.

 

 

 

 

Forward-Looking Statements

 

The information in this news release has been prepared as of August 6, 2024. Certain statements in this news release, referred to herein as “forward-looking statements”, constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, as amended, and “forward-looking information” under the provisions of Canadian securities laws. All statements, other than statements of historical fact, that address circumstances, events, activities, or developments that could or may or will occur are forward-looking statements. When used in this news release, words such as “anticipate”, “assume”, “believe”, “could”, “expect”, “forecast”, “future”, “goal”, “guidance”, “intend”, “likely”, “may”, “would” or the negative or comparable terminology as well as terms usually used in the future and the conditional are generally intended to identify forward-looking statements, although not all forward-looking statements include such words. Forward-looking statements in this news release include, but are not limited to, statements relating to the Name Change, including the final approval of the Name Change for trading purposes by the TSX and the NASDAQ and the trading of the Common Shares on the TSX and NASDAQ under the trading symbol “CSCI” and concurrent cessation of trading under the trading symbol “AEZS”.

 

Forward-looking statements are necessarily based upon a number of factors and assumptions that, while considered reasonable by the Company as of the date of such statements, are inherently subject to significant business, economic, operational and other risks, uncertainties, contingencies and other factors, including those described below, which could cause actual results, performance or achievements of the combined Company to be materially different from results, performance or achievements expressed or implied by such forward-looking statements and, as such, undue reliance must not be placed on them.

 

Forward-looking statements involve known and unknown risks and uncertainties which include, among others: the combined Company’s present and future business strategies; operations and performance within expected ranges; anticipated future cash flows; local and global economic conditions and the environment in which the combined Company operates; anticipated capital and operating costs; uncertainty in product development and related clinical trials and validation studies, including our reliance on the success of the pediatric clinical trial in the European Union and U.S. for Macrilen™ (macimorelin); the result of the DETECT-trial may not support receipt of regulatory approval in child-onset growth hormone deficiency; results from ongoing or planned pre-clinical studies of macimorelin by the University of Queensland or for our other products under development may not be successful or may not support advancing the product to human clinical trials; our ability to raise capital and obtain financing to continue our currently planned operations; our now heavy dependence on the success of Macrilen™ (macimorelin) and related out-licensing arrangements and the continued availability of funds and resources to successfully commercialize the product; the ability to secure strategic partners for late stage development, marketing, and distribution of our products, including our ability to enter into a new license agreement or similar arrangement following the termination of the license agreement with Novo Nordisk AG; our ability to enter into out-licensing, development, manufacturing, marketing and distribution agreements with other pharmaceutical companies and keep such agreements in effect; our ability to protect and enforce our patent portfolio and intellectual property; and our ability to continue to list our Common Shares on the NASDAQ.

 

Investors should consult our quarterly and annual filings with the Canadian and U.S. securities commissions for additional information on risks and uncertainties, including those discussed in our Annual Report on Form 20-F and MD&A filed under the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. We disclaim any obligation to update any such risks or uncertainties or to publicly announce any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments, unless required to do so by a governmental authority or applicable law.

 

No securities regulatory authority has either approved or disapproved of the contents of this news release. The Toronto Stock Exchange accepts no responsibility for the adequacy or accuracy of this news release.

 

Investor Contact:

 

Jenene Thomas

JTC Team

T: +1 (833) 475-8247

E: aezs@jtcir.com

 

 

 

EX-99.2 3 ex99-2.htm

 

Exhibit 99.2

 

 

 

 

 

 

 

 

EX-99.3 4 ex99-3.htm

 

Exhibit 99.3

 

 

 

 

 

 

EX-99.4 5 ex99-4.htm

 

Exhibit 99.4

 

THIS FIRST SUPPLEMENTAL INDENTURE made as of the 6th day of August, 2024.

 

BETWEEN:

 

COSCIENS BIOPHARMA INC. (formerly, AETERNA ZENTARIS INC.), a corporation incorporated under the laws of Canada (the “Corporation”),

 

- AND -

 

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada and authorized to carry on business in all provinces of Canada (the “Warrant Agent”);

 

WHEREAS:

 

A. the Corporation entered into a warrant indenture dated May 31, 2024 (collectively with the recitals and schedules thereto, the “Warrant Indenture”) with the Warrant Agent providing for the issuance of Warrants;
   
B. except as otherwise provided for herein, all defined terms and expressions used in this First Supplemental Indenture shall have the meanings ascribed to them in the Warrant Indenture;
   
C. the Warrant Indenture currently provides that the corporate name of the Corporation is “Aeterna Zentaris Inc.”;
   
D. effective as of August 6, 2024, the Corporation changed its corporate name from “Aeterna Zentaris Inc.” to “COSCIENS Biopharma Inc.” (the “Name Change”);
   
E. the Corporation and Warrant Agent wish to amend the Warrant Indenture in order to reflect matters related to the Name Change; and
   
F. the Corporation and the Warrant Agent are empowered by Article 8 of the Warrant Indenture to enter into this First Supplemental Indenture.

 

NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

 

1. Amendments

 

The Warrant Indenture is hereby amended as follows:

 

  (a) by substituting each instance of “Aeterna Zentaris Inc.” therein with “COSCIENS Biopharma Inc.”;
     
  (b) in Schedule “A”, by substituting “CUSIP 007975113” with “CUSIP 22112H119”; and
     
  (c) in Schedule “A”, by substituting “ISIN CA0079751131” with “ISIN CA22112H1192”.

 

2. Further Steps

 

The Corporation and the Warrant Agent are hereby authorized and directed to take all steps as are necessary to give effect to the amendments as set forth in this First Supplemental Indenture.

 

 

 

3. Incorporation into Warrant Indenture

 

In all other respects, this First Supplemental Indenture shall be subject to all the terms and conditions of the Warrant Indenture and shall be read and construed as if forming a part thereof.

 

4. Ratification

 

The Warrant Indenture, as amended by this First Supplemental Indenture, is in all respects ratified and confirmed.

 

5. Governing Law

 

This First Supplemental Indenture shall be construed in accordance with the laws of the Province of Ontario, and the federal laws of Canada applicable therein and shall be treated in all respects as an Ontario contract. Each of the parties hereto, which shall include the Warrantholders, irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Ontario with respect to all matters arising out of this First Supplemental Indenture and the transactions contemplated herein.

 

6. Counterparts

 

This First Supplemental Indenture may be executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution they shall be deemed to be dated as of the date hereof.

 

[Remainder of page intentionally left blank. Signature page follows.]

 

 

 


IN WITNESS WHEREOF the parties have executed this First Supplemental Indenture as of the date first above written.

 

  COSCIENS BIOPHARMA INC. (formerly, AETERNA ZENTARIS INC.)
   
  Per: (signed) “Gilles Gagnon”
  Name: Gilles Gagnon
  Title: President and Chief Executive Officer
     
  Per: (signed) “Giuliano La Fratta”
  Name: Giuliano La Fratta
  Title: Chief Financial Officer
     
  COMPUTERSHARE TRUST COMPANY OF CANADA
   
  Per: (signed) “Genevieve Leduc”
  Name: Genevieve Leduc
  Title: Corporate Trust Officer
     
  Per: (signed) “Marko Kevic”
  Name: Marko Kevic
  Title: Corporate Trust Officer