COSCIENS Biopharma Inc 6-K, filed Jul 26, 2022
COSCIENS Biopharma Inc. (CSCIF)
About this 6-K
COSCIENS Biopharma Inc filed this 6-K on July 26, 2022.
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 OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2022
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
(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 ☐
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):
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):
Exhibits 99.1 and 99.2 included with this report on Form 6-K are hereby incorporated by reference into the Registrant’s Registration Statements on Forms S-8 (No. 333-224737, No. 333-210561 and No. 333-200834), Forms F-3 (No.333-232935 and No. 333-254680) and Forms F-1 (No.333-239264, No. 333-248561 and No. 333-239019)and shall be deemed to be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
DOCUMENTS INDEX
| Exhibit | Description | |
| 99.1 | Aeterna Zentaris Inc – Form 51-102F3 Material Change Report |
| (2) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AETERNA ZENTARIS INC. | |||
| Date: July 26, 2022 | By: | /s/ Klaus Paulini | |
| Klaus Paulini | |||
| President and Chief Executive Officer | |||
| (3) |
Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
| 1. | Name and Address of Company |
| Aeterna Zentaris Inc. (“Aeterna” or the “Company”) | |
| c/o Norton Rose Fulbright Canada LLP | |
| 222 Bay Street, Suite 3000 | |
| Toronto, Ontario M5K 1E7 | |
| 2. | Date of Material Change |
| July 18, 2022 | |
| 3. | News Release |
| On July 18, 2022, the Company issued a press release disclosing the effective date of its share consolidation. The press release was disseminated by the Company through GlobeNewswire. A copy of the press release was filed on SEDAR. | |
| 4. | Summary of Material Change |
| On July 18, 2022, the Company announced that it would be effecting a share consolidation on the basis of twenty-five pre-consolidation common shares for one post-consolidation common share (the “Share Consolidation”). The Share Consolidation reduced the number of common shares issued and outstanding as of July 18, 2022 from approximately 121,397,007 common shares to approximately 4,855,876 common shares. The common shares commenced trading on the Toronto Stock Exchange and on the Nasdaq Capital Market (the “Nasdaq”) on a consolidated basis at the opening of trading on July 21, 2022. | |
| 5.1 | Full Description of Material Change |
| On July 28, 2021, the Company received a letter from the Listing Qualifications Staff of the Nasdaq notifying the Company that during the 30 consecutive business days prior to the date of the letter, the closing bid price of the common shares was below US$1.00 per share and, therefore, the Company did not meet the requirement for continued listing on Nasdaq as required by Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was granted a grace period of 180 calendar days, through January 24, 2022. | |
| On January 26, 2022, the Company announced that the Listing Qualifications Staff of the Nasdaq had notified the Company that it has been granted an additional 180 calendar day period, through July 26, 2022 to comply with the Bid Price Rule for continued listing on the Nasdaq. On July 15, 2022, the shareholders of the Company voted in favour of a special resolution approving the Share Consolidation. On July 18, 2022, the Company filed articles of amendment to effect the Share Consolidation. The Share Consolidation reduced the number of common shares issued and outstanding as of July 18, 2022 from 121,397,007 common shares to approximately 4,855,876 common shares. |
| As the Company has failed to meet a minimum bid price for its common shares above US$1.00 for a minimum of at least ten consecutive days before July 25, 2022, the Company could be subject to delisting from Nasdaq unless the Company timely requests a hearing before a Nasdaq Hearings Panel. However, Aeterna expects to be in full compliance with Nasdaq Listing Rules by August 3, 2022, having traded for a minimum of ten consecutive business days at or above $1.00 per common share by that date. The Company expects to receive a notice of delisting during the week of July 25, 2022. Such notice would afford the Company seven calendar days to request a hearing. If the Company has not been deemed in compliance by the due date for requesting a hearing, the Company intends to timely request a hearing. The hearing request will automatically stay any suspension or delisting action pending the conclusion of the hearings process. Should the Company regain compliance after it has requested a hearing, the Company expects that the hearing will be cancelled, provided it meets all other requirements for continued listing at the time. At present, the Company meets all other requirements for continued listing, with the exception of the bid price requirement. | |
| 5.2 | Disclosure for Restructuring Transactions |
| Not applicable. | |
| 6. | Reliance on subsection 7.1(2) of National Instrument 51-102 |
| Not applicable. | |
| 7. | Omitted Information |
| Not applicable. | |
| 8. | Executive Officer |
| Further information regarding the matters described in this report may be obtained from Giuliano La Fratta, Chief Financial Officer, at (843) 900-3223 or IR@AEZSinc.com. | |
| 9. | Date of Report |
| July 26, 2022 |