Aeterna Zentaris Announces Final Court Approval for Combination

TL;DR

Aeterna Zentaris gets final court approval for its merger with Cellect Biotech.

AI Summary

On March 28, 2024, Aeterna Zentaris Inc. announced the final court order approving its Plan of Arrangement to combine with Cellect Biotechnology Ltd. This plan was previously announced and is a significant step in the company's strategic combination.

Why It Matters

This court approval is a critical step towards the completion of Aeterna Zentaris's combination with Cellect Biotechnology, potentially reshaping the company's future operations and market position.

Risk Assessment

Risk Level: medium — While court approval is a positive step, the completion of the combination is still subject to other closing conditions, introducing ongoing execution risk.

Key Players & Entities

• Aeterna Zentaris Inc. (company) — Registrant
• Cellect Biotechnology Ltd. (company) — Company to combine with
• Court of King’s Bench of Alberta (company) — Approving court
• March 28, 2024 (date) — Date of announcement

FAQ

Filing Documents

• form6-k.htm (6-K) — 40KB
• ex99-1.htm (EX-99.1) — 30KB
• ex99-01_001.jpg (GRAPHIC) — 13KB
• 0001493152-24-011637.txt ( ) — 90KB

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 28, 2024, Aeterna Zentaris Inc. (“Aeterna”) issued a news release announcing the issuance of the final order of the Court of King’s Bench of Alberta approving the previously announced Plan of Arrangement pursuant to which Aeterna will combine with Ceapro Inc. A copy of the news release is attached hereto as Exhibit 99.1 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Exhibit 99.1 included with this Report on Form 6-K are hereby incorporated by reference into Aeterna’s Registration not superseded by documents or reports subsequently filed or furnished.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. 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 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 results or from any future results expressed or implied by such forward-looking statements. Forward-looking to the Arrangement Agreement, dated as of December 14, 2023, between Aeterna and Ceapro with respect thereto within the time expected or at all and, if completed, the anticipated benefits and synergies as well as the assets, cost structure, financial position, cash flows and

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View this 6-K filing on SEC EDGAR