Aeterna Zentaris Shareholders Approve Ceapro Acquisition

TL;DR

Aeterna Zentaris shareholders voted YES on acquiring Ceapro, deal expected to close Q2 2024.

AI Summary

Aeterna Zentaris Inc. announced on March 12, 2024, that its shareholders, along with those of Ceapro Inc., approved the previously announced acquisition of Ceapro by Aeterna. The transaction is expected to close in the second quarter of 2024.

Why It Matters

The shareholder approval is a critical step towards the completion of the acquisition, which could significantly alter Aeterna Zentaris's business and market position.

Risk Assessment

Risk Level: medium — The acquisition is subject to closing conditions, and regulatory approvals, which introduces execution risk.

Key Players & Entities

• Aeterna Zentaris Inc. (company) — Filer of the report and acquirer
• Ceapro Inc. (company) — Company being acquired
• March 12, 2024 (date) — Date of shareholder meetings and announcement
• second quarter of 2024 (date) — Expected closing period for the acquisition

FAQ

Filing Documents

• form6-k.htm (6-K) — 42KB
• ex99-1.htm (EX-99.1) — 55KB
• ex99-2.htm (EX-99.2) — 32KB
• ex99-1_001.jpg (GRAPHIC) — 4KB
• ex99-1_002.jpg (GRAPHIC) — 2KB
• 0001493152-24-009703.txt ( ) — 139KB

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 March 12, 2024, Aeterna Zentaris Inc. (“Aeterna”) issued a news release announcing the results of the votes of its shareholders and those of Ceapro Inc. (“Ceapro”) at their respective Special Meetings of Shareholders held on March 12, 2024 approving the previously announced Plan of Arrangement pursuant to which the two companies will combine. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Additionally, on the same day Aeterna published a Report of Voting Results pursuant to Canadian securities laws describing the outcome of the votes cast at its Special Meeting of Shareholders in which its shareholders approved the Plan of Arrangement transactions. A copy of the Report of Voting Results is attached hereto as Exhibit 99.2 and is incorporated herein by reference. This Report on Form 6-K and Exhibits 99.1 and 99.2 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 not superseded by documents or reports subsequently filed or furnished. The information contained on any websites referenced in Exhibits 99.1 and 99.2 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 Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) on February 15, 2024 for the issuance 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 in any Aeterna common shares, 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.com www.AEZSmerger.com Media Contact Joel Shaffer FGS Longview joel.shaffer@fgslongview.com 416-670-6468 No Offer or Solicitation This Report on Form 6-K and the exhibit 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 Report on Form 6-K or the exhibit attached hereto and incorporated herein by reference 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 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

View Full Filing

View this 6-K filing on SEC EDGAR