Aeterna Zentaris Files Proxy for Special Shareholder Meeting

Ticker: CSCIF · Form: 6-K · Filed: Feb 20, 2024 · CIK: 1113423

Sentiment: neutral

Topics: corporate-action, shareholder-meeting, proxy-filing, plan-of-arrangement

TL;DR

**Aeterna Zentaris is holding a special shareholder meeting on February 15, 2024, to vote on a Plan of Arrangement.**

AI Summary

Aeterna Zentaris Inc. (Aeterna) published a Notice of Special Meeting of Shareholders and Management Proxy Circular on February 15, 2024. This filing relates to its previously announced Plan of Arrangement with C, indicating a significant corporate transaction. The company, a pharmaceutical preparations firm, is headquartered in Toronto, Canada, and operates under Commission File Number 001-38064.

Why It Matters

This filing signals an upcoming shareholder vote on a major corporate restructuring, which could significantly alter Aeterna's future operations and shareholder value.

Risk Assessment

Risk Level: medium — Corporate arrangements can introduce uncertainty regarding future company direction and stock performance, depending on the terms and shareholder approval.

Key Numbers

Key Players & Entities

FAQ

What is the purpose of the Special Meeting of Shareholders mentioned in the filing?

The Special Meeting of Shareholders is being held to address a previously announced Plan of Arrangement with C, as detailed in the Notice of Special Meeting and Management Proxy Circular published on February 15, 2024.

When was the Notice of Special Meeting of Shareholders and Management Proxy Circular published?

The Notice of Special Meeting of Shareholders and Management Proxy Circular was published on February 15, 2024.

What is the registrant's name and its primary business classification?

The registrant's name is Aeterna Zentaris Inc., and its Standard Industrial Classification is Pharmaceutical Preparations [2834].

Where is Aeterna Zentaris Inc.'s principal executive office located?

Aeterna Zentaris Inc.'s principal executive office is located at c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, Toronto ON M5K 1E7, Canada.

Under which SEC form does Aeterna Zentaris Inc. file its annual reports?

Aeterna Zentaris Inc. indicates that it files its annual reports under cover of Form 20-F.

Filing Stats: 1,473 words · 6 min read · ~5 pages · Grade level 14.6 · Accepted 2024-02-16 18:01:43

Filing Documents

From the Filing

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 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, Canada (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 On February 15, 2024, Aeterna Zentaris Inc. (“Aeterna”) published a Notice of Special Meeting of Shareholders and Management Proxy Circular with respect to its previously announced intent to consummate a Plan of Arrangement (the “Plan of Arrangement”) with Ceapro Inc. (“Ceapro”) pursuant to an Arrangement Agreement, dated as of December 14, 2023 (the “Arrangement Agreement”), between Aeterna and Ceapro. A copy of the Notice of Special Meeting of Shareholders and Management Proxy Circular is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On the same day, Aeterna published a news release related to the Special Meeting of Shareholders and the Management Proxy Circular. A copy of the news release is attached hereto as Exhibit 99.2 and is incorporated herein by reference. This Report on Form 6-K and Exhibit 99.1 included with this Report on Form 6-K are hereby incorporated by reference into Aeterna’s Registration Statements on Forms S-8 (No. 333-224737, No. 333-210561 and No. 333-200834) and Form F-3 (No. 333-254680) (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 the 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. Aeterna has filed a Registration Statement on Form F-1 (including a prospectus) (File No. 333-277115) (the “Form F-1 Registration of common share purchase warrants and common shares issuable upon exercise thereof in connection with the Plan of Arrangement, but it has not yet become effective. The common share purchase warrants and common shares issuable upon the exercise thereof may not be sold nor may offers to buy them be accepted prior to the time the Form F-1 Registration Statement becomes effective. Before you invest, you should read the prospectus in the Form F-1 Registration Statement and the other documents incorporated by reference therein for more complete information about Aeterna, Ceapro, the Plan of Arrangement and the common share purchase warrant offering. You may get copies of the Form F-1 Registration Statement for free by visiting EDGAR on the SEC website at www.sec.gov or at SEDAR+ at www.sedarplus.ca. Alternatively, you may obtain copies of them by contacting the following: Aeterna’s Proxy Solicitor Kingsdale Advisors 1-866-581-1513 (North American Toll Free) or 416-623-2513 (Outside North America — text and call enabled) contactus kingsdaleadvisors.corn www.AEZSmerger.com Media Contact Joel Shaffer FGS Longview joel.shaffer@fgslongview.comr 416-670-6468 (2) No Offer or Solicitation This Report on Form 6-K and the exhibits attached hereto and incorporated by reference herein, and the information contained herein and therein are not, and do not, constitute an offer to sell any securities or a solicitation of an offer to buy any securities in the United States or any other state or jurisdiction, nor shall any securities of Aeterna be offered or sold in any jurisdiction in which such an offer, solicitation or sale would be unlawful. Neither the SEC nor any state securities commission has approved or disapproved of the transactions described herein or determined if this communication is truthful or complete. Any representation to the contrary is a criminal offense. You should not construe the contents of this communication as legal, tax, accounting or investment advice or a recommendation. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein. Forward-Looking The information in this Report on Form 6-K and the exhibits attached hereto and incorporated herein by reference include forward-looking 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 actual results and outcomes to be materially different from historical resu

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