Aeterna Zentaris Announces US$7,560,000 Registered Direct Offering of Common Shares and Warrants

- October 27th, 2016

Aeterna Zentaris Inc. (NASDAQ:AEZS) (TSX:AEZ) (the “Company”) today announced that it is raising US$7,560,000 in gross proceeds in a registered direct offering to a single healthcare dedicated institutional investor in the United States (the “Offering”) consisting of an aggregate of 2,100,000 units (the “Units”). Each Unit consists of one common share and 0.45 of a warrant … Continued

Aeterna Zentaris Inc. (NASDAQ:AEZS) (TSX:AEZ) (the “Company”) today announced that it is raising US$7,560,000 in gross proceeds in a registered direct offering to a single healthcare dedicated institutional investor in the United States (the “Offering”) consisting of an aggregate of 2,100,000 units (the “Units”). Each Unit consists of one common share and 0.45 of a warrant to purchase one common share, at a purchase price of US$3.60 per Unit.
The warrants will have an exercise price of US$4.70 per share. They will be exercisable six months after their date of issuance and will
expire three years after their date of issuance. 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. In addition, in the event the
volume weighted average price of the Company’s common shares on the NASDAQ Capital Market attains or exceeds US$10.00 during 10
consecutive trading days, the Company will have the right to call for cancellation all or any portion of the warrants which are not
exercised by holders within 10 trading days following receipt of a call notice from the Company. The warrants will not be listed on any stock
exchange.
In addition, if the investor’s purchase of Units in the Offering would result in it beneficially owning more than the initial beneficial
ownership limitation to be included in the warrants following the consummation of the Offering, the investor will have the opportunity to
acquire Units with pre-funded warrants substituted for any common shares it would have otherwise acquired over the initial beneficial ownership
limitation, paying the same price of US$3.60 per Unit.
The Offering is expected to close on or about November 1, 2016, subject to customary closing conditions including, but not limited to, the
receipt of all necessary regulatory approvals, including the approvals of the NASDAQ Capital Market (“NASDAQ”) and the Toronto Stock Exchange
(“TSX”).
Net proceeds from the Offering are expected to be approximately US$6,600,000, after deducting placement agency fees and other expenses
related to the Offering. The Company intends to use the net proceeds from the Offering to fund the preparation and submission of New Drug
Applications for Macrilen™ and Zoptrex™, if the results of its ongoing clinical trials of such products warrant doing so, for general corporate
and working capital purposes and to fund negative cash flow.
Maxim Group LLC is acting as the exclusive placement agent for the Offering. Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC, and
Aegis Capital Corp. are acting as financial advisors to the Company in connection with the Offering.
The Offering is being conducted pursuant to the Company’s effective shelf registration statement on Form F-10 filed with the U.S. Securities
and Exchange Commission (the “SEC”), its corresponding Canadian base shelf prospectus and an exemption from the Autorité des marches
financiers permitting the Company to offer common shares, warrants and such other securities specified therein in the United States. The
proposed Offering will be made only by means of a prospectus supplement and the accompanying short form base shelf prospectus. When available,
copies of the prospectus supplement and the accompanying short form base shelf prospectus may be obtained upon request by contacting Maxim Group
LLC, 405 Lexington Avenue, 2nd Floor, New York, NY 10174, (212) 895-3745.
Electronic copies of the prospectus supplement and the accompanying
short form base shelf prospectus will also be available free of charge
at www.sedar.com
and at www.sec.gov.
This press release does not and shall not constitute an offer to
sell or the solicitation of an offer to buy any of the Company’s
securities, nor shall there be any sale of the Company’s securities in
any state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About Aeterna Zentaris Inc.
Aeterna Zentaris is a specialty biopharmaceutical company engaged in
developing and commercializing novel treatments in oncology,
endocrinology and women’s health. We are engaged in drug development
activities and in the promotion of products for others. We are now
conducting Phase 3 studies of two internally developed compounds:
Macrilen™ and Zoptrex™. The focus of our business development efforts is
the acquisition or license of products that are relevant to our
therapeutic areas of focus. We also intend to license out certain
commercial rights of internally developed products to licensees in
territories where such out-licensing would enable us to ensure
development, registration and launch of our product candidates. Our goal
is to become a growth-oriented specialty biopharmaceutical company by
pursuing successful development and commercialization of our product
portfolio, achieving successful commercial presence and growth, while
consistently delivering value to our shareholders, employees and the
medical providers and patients who will benefit from our products. For
more information, visit www.aezsinc.com.

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