UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES
EXCHANGE ACT OF 1934
For the month of March 2019
Commission File Number: 001-38064
Aeterna Zentaris Inc.
(Translation of registrant’s name into English)
315 Sigma Drive, Suite 302D
Summerville, South Carolina, USA 29486
(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 x Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
This report on Form 6-K, including the exhibit hereto, shall be deemed incorporated by reference into the Registrant’s Registration Statements on Form S-8 (File Nos. 333-224737, 333-210561, 333-200834) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
DOCUMENTS INDEX
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99.1 |
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Material Change Report of the Registrant dated March 22, 2019. |
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Aeterna Zentaris Inc. (the “Company”)
c/o Stikeman Elliott LLP
1155 René-Lévesque Blvd. West, 41st Floor
Montréal, Québec
H3B 3V2
Item 2 Date of Material Change
March 12, 2019
Item 3 News Release
On March 12, 2019, the Company issued a news release indicating the material change, which was disseminated on the GlobeNewswire news service.
Item 4 Summary of Material Change
The Company announced that its board of directors formed a special committee of independent directors (the “Special Committee”) to review strategic options available to Aeterna Zentaris. The Special Committee approved the engagement by the Company of Torreya, a global investment bank specializing in life sciences, as its financial advisor.
Item 5.1 Full Description of Material Change
The Company announced that its board of directors has formed a Special Committee to review strategic options available to Aeterna Zentaris.
The Special Committee has approved the engagement by the Company of Torreya, a global investment bank specializing in life sciences, as its financial advisor. Torreya is working with management to assist the Special Committee and the board of directors in considering a wide range of transactions (including opportunities for the license of macimorelin outside of the United States and Canada, other monetization transactions relating to macimorelin or the potential sale of the company) which may create value for the company, its shareholders and other stakeholders.
There is no defined timeline for the strategic review. The review of strategic alternatives may result in a variety of outcomes or no outcome and there can be no assurance that Aeterna Zentaris will pursue or execute any specific action or transaction. Aeterna Zentaris currently does not intend to make any further announcements or comments regarding its review of strategic alternatives unless required by law.
Item 5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
Not applicable.