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FORM 51-102F3 MATERIAL CHANGE REPORT Item 1 Name and Address of Company Aeterna Zentaris Inc. (the Corporation ) c/o Norton Rose Fulbright Canada LLP 1 Place Ville Marie Suite 2500 Montreal, QC H3B 1R1 Item 2 Date of Mat

Key Takeaway: Aeterna Zentaris Inc. (the Corporation) c/o Norton Rose Fulbright Canada LLP 1 Place Ville Marie Suite December 9, 2015 and December 14, 2015. On December 9, 2015 and December 14, 2015, the Corporation issued news releases indicating the material change, which were dissemina

Full Press Release Details

Aeterna Zentaris Inc. (the Corporation)
c/o Norton Rose Fulbright Canada LLP
1 Place Ville Marie Suite
December 9, 2015 and December 14, 2015.
On December 9, 2015 and December 14, 2015, the Corporation issued news releases
indicating the material change, which were disseminated in Canada on the Business Wire news service.
On December 8, 2015, the Corporation announced that it was commencing
an underwritten public offering (the Offering) of common shares and warrants to purchase common shares.
On December 9, 2015, the Corporation
announced that it had priced the Offering consisting of 3.0 million common shares and warrants to acquire 2.1 million common shares at a combined purchase price of US$5.55 for one common share together with a warrant to purchase 0.7 of a
common share. In addition, the Corporation granted the underwriter a 45-day option to purchase up to an additional 330,000 common shares and/or warrants to purchase up to an additional 231,000 common shares, to cover over-allotments, if any. The
warrants are exercisable immediately and expire five years following issuance at an exercise price of US$7.10 per share.
The Offering was completed on
December 14, 2015. Prior to closing, the underwriter exercised its over-allotment option with respect to the warrants to acquire an additional 231,000 common shares, resulting in the issuance by the Corporation, at closing, of 3.0 million
common shares and warrants to acquire an aggregate of 2,331,000 common shares, generating net proceeds of approximately US$15.0 million.
On December 8, 2015, the Corporation announced that it was
commencing the Offering of common shares and warrants to purchase common shares.
On December 9, 2015, the Corporation announced that it had priced
the Offering consisting of 3.0 million common shares and warrants to acquire 2.1 million common shares at a combined purchase price of US$5.55 for one common share together with a warrant to purchase 0.7 of a common share. In addition, the
Corporation granted the underwriter a 45-day option to purchase up to an additional 330,000 common shares and/or warrants to purchase up to an additional 231,000 common shares, to cover over-allotments, if any. The warrants are exercisable
immediately and expire five years following issuance at an exercise price of US$7.10 per share. The warrants do not contain any price or other adjustment provision, except for customary adjustment provisions that apply in the event of certain
corporate events or transactions that affect all outstanding common shares. The warrants may at any time be exercised on a net or cashless basis in accordance with a customary formula but do not contain an alternate cashless
exercise feature contained in our previously issued Series B common shares purchase warrants. The warrants will not be listed on any stock exchange.
The Offering was completed on December 14, 2015. Prior to closing, the underwriter exercised its
over-allotment option with respect to the warrants to acquire an additional 231,000 common shares, resulting in the issuance by the Corporation, at closing, of 3.0 million common shares and warrants to acquire an aggregate of 2,331,000 common
shares, generating net proceeds of approximately US$15.0 million.
The Corporation disclosed in the Offering that it intends to use the net proceeds to
continue to fund its ongoing drug development activities, for the potential addition of commercialized products to the Corporation s portfolio, and for general corporate purposes, for working capital and to fund negative cash flow.
Further information regarding the matters described in this report may be obtained
from Philip A. Theodore, Senior Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary. Mr. Theodore is knowledgeable about the details of the material change and may be contacted at (843) 900-3211.
Last updated: Dec 9, 2015