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20,509,746 Common Shares
par value per share)
and Restated Underwriting Agreement
Wainwright & Co., LLC
Representative of the several Underwriters listed in Schedule A hereto
Park Avenue, 4th Floor
Zentaris Inc., a company incorporated under the laws of the Canada (the "Company"), proposes to issue and sell
to the several underwriters named in Schedule A (the "Underwriters") an aggregate of 20,509,746 of its
common shares (the "Firm Shares"), no par value per share (the "Common Shares"). In addition,
the Company has granted to the Underwriters an option to purchase up to an additional 3,076,461 Common Shares as provided in Section
2. The additional 3,076,461 Common Shares that may be sold by the Company pursuant to such option are collectively called the
"Optional Shares." The Firm Shares and, if and to the extent such option is exercised, the Optional Shares,
are collectively called the "Offered Shares." H.C. Wainwright & Co., LLC ("Wainwright")
has agreed to act as representative of the several Underwriters (in such capacity, the "Representative") in
connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule
A, the term "Representative" as used herein shall mean you, as Underwriter, and the term "Underwriters"
shall mean either the singular or the plural, as the context requires. This Amended and Restated Underwriting Agreement amends,
restates and supersedes in its entirety the underwriting agreement, dated as of February 16, 2021, between the Company and the
Company has prepared and filed with the U.S. Securities and Exchange Commission (the "Commission") a shelf
registration statement on Form F-3, File No. 333-232935, including a base prospectus (the "Base Prospectus")
to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including
the financial statements, exhibits and schedules thereto, in the form in which it became effective under the U.S. Securities Act
of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the "Securities Act"),
including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part
thereof at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Act, is called the "Registration
Statement." Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection
with the offer and sale of the Offered Shares is called the "Rule 462(b) Registration Statement," and from
and after the date and time of filing of any such Rule 462(b) Registration Statement the term "Registration Statement"
shall include the Rule 462(b) Registration Statement. The preliminary prospectus supplement, dated February 16, 2021, describing
the Offered Shares and the offering thereof (the "Preliminary Prospectus Supplement"), together with the Base
Prospectus, is called the "Preliminary Prospectus," and the Preliminary Prospectus and any other prospectus
supplement to the Base Prospectus in preliminary form that describes the Offered Shares and the offering thereof and is used prior
to the filing of the Prospectus (as defined below), together with the Base Prospectus, is called a "preliminary prospectus."
As used herein, the term "Prospectus" shall mean the final prospectus supplement to the Base Prospectus that
describes the Offered Shares and the offering thereof, together with the Base Prospectus, in the form first used by the Underwriters
to confirm sales of the Offered Shares or in the form first made available to the Underwriters by the Company to meet requests
of purchasers pursuant to Rule 173 under the Securities Act.
used herein, "Applicable Time" is 10:00 p.m. (New York time) on February 16, 2021. As used herein, "free
writing prospectus" has the meaning set forth in Rule 405 under the Securities Act, and "Time of Sale Prospectus"
means the Preliminary Prospectus, as amended or supplemented immediately prior to the Applicable Time, together with the free
writing prospectuses, if any, identified on Schedule B hereto and the pricing information set forth on Schedule C
hereto. As used herein, "Road Show" means a "road show" (as defined in Rule 433 under the Securities
Act) relating to the offering of the Offered Shares contemplated hereby that is a "written communication" (as defined
in Rule 405 under the Securities Act).
references in this Agreement to financial statements and schedules and other information which are "contained," "included"
or "stated" in, or "part of" the Registration Statement, the Rule 462(b) Registration Statement, the Preliminary
Prospectus, any preliminary prospectus, the Base Prospectus, the Time of Sale Prospectus or the Prospectus, and all other references
of like import, shall be deemed to mean and include all such financial statements and schedules and other information which is
or is deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Preliminary
Prospectus, any preliminary prospectus, the Base Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be.
references in this Agreement to amendments or supplements to the Registration Statement, the Preliminary Prospectus, any preliminary
prospectus, the Base Prospectus, the Time of Sale Prospectus or the Prospectus shall be deemed to mean and include the filing
of any document under the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder
(collectively, the "Exchange Act") that is or is deemed to be incorporated by reference in the Registration
Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus, or the Prospectus, as the case may be.
references in this Agreement to (i) the Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base
Prospectus or the Prospectus, any amendments or supplements to any of the foregoing, or any free writing prospectus, shall include
any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("EDGAR")
and (ii) the Prospectus shall be deemed to include any "electronic Prospectus" provided for use in connection with
the offering of the Offered Shares as contemplated by Section 3(n) of this Agreement.
Company shall issue to the Representative or its designees on each Closing Date warrants (the "Underwriter Warrants")
to purchase that number of shares of Common Stock equal to 7% of the aggregate number of shares of Common Stock issued on such
Closing Date. The Underwriter Warrants shall be in a customary form reasonably acceptable to the Underwriter and the Company,
shall be exercisable, in whole or in part, immediately and expire on the five-year anniversary of the date of the Prospectus at
an initial exercise price per share of Common Stock of $1.8125, which is equal to 125% of the public offering price of the Shares
Company hereby confirms its agreements with the Underwriters as follows:
Representations and Warranties of the Company. The Company represents and warrants to each Underwriter as of the date of
this Agreement, the Applicable Time, the First Closing Date (as hereinafter defined) and each Option Closing Date (as hereinafter
defined), if any, unless such representation, warranty or agreement speaks as of a different time, as follows:
Compliance with Registration Requirements. The Registration Statement has become effective under the Securities Act.
The Company has complied, to the Commission's satisfaction, with all requests of the Commission for additional or supplemental
information, if any. No stop order suspending the effectiveness of the Registration Statement is in effect and no proceedings
for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the
Commission. At the time the Company's Annual Report on Form 20-F for the year ended December 31, 2019 (the "Annual
Report") was filed with the Commission, or, if later, at the time the Registration Statement was originally filed with
the Commission, the Company met the then-applicable registrant requirements for use of Form F-3 under the Securities Act. The
documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Time of Sale Prospectus and
the Prospectus, at the time they were or hereafter are filed with the Commission, or became effective under the Exchange Act,
as the case may be, complied and will comply in all material respects with the requirements of the Exchange Act.
Disclosure. Each preliminary prospectus and the Prospectus when filed complied in all material respects with the Securities
Act and, if filed by electronic transmission pursuant to EDGAR, was identical (except as may be permitted by Regulation S-T under
the Securities Act) to the copy thereof delivered to the Underwriters for use in connection with the offer and sale of the Offered
Shares. Each of the Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective
and at all subsequent times, complied and will comply in all material respects with the Securities Act and did not and will not
contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading. As of the Applicable Time, the Time of Sale Prospectus did not, and at the time of
each sale of the Offered Shares and at the Closing Date (as defined in Section 2), the Time of Sale Prospectus, as then amended
or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The
Prospectus, as of its date and (as then amended or supplemented) at all subsequent times, did not and will not contain any untrue
statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading. The representations and warranties set forth in the three immediately
preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment
thereto, or the Prospectus or the Time of Sale Prospectus, or any amendments or supplements thereto, made in reliance upon and
in conformity with written information relating to any Underwriter furnished to the Company in writing by the Representative expressly
for use therein, it being understood and agreed that the only such information consists of the information described in Section
9(a) below. There are no contracts or other documents required to be described in the Time of Sale Prospectus or the Prospectus
or to be filed as an exhibit to the Registration Statement which have not been described or filed as required.
Free Writing Prospectuses; Road Show. As of the determination date referenced in Rule 164(h) under the Securities Act,
the Company was not, is not or will not be (as applicable) an "ineligible issuer" in connection with the offering