SEC Form 6-K filed by Aeterna Zentaris Inc.

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 May 2024

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):

Explanatory Note

On June 3, 2024, Aeterna Zentaris Inc. (“Aeterna”, “we”, “our” or the “Company”) and Ceapro Inc. (“Ceapro”) closed the previously announced business combination transaction (the “Arrangement”) pursuant to the Arrangement Agreement, dated as of December 13, 2023 (as amended by the Amendment Agreement, dated January 16, 2024, and as may be further amended, supplemented or otherwise modified from time to time, the “Arrangement Agreement”). Pursuant to the Arrangement Agreement, at the effective time of the Arrangement (the “Effective Time”), Aeterna acquired all of the issued and outstanding common shares in the capital of Ceapro in a company-approved Plan of Arrangement (the “Plan of Arrangement”) under the Canada Business Corporations Act such that at the Effective Time Ceapro became a wholly-owned subsidiary of Aeterna. Aeterna will continue the operations of Aeterna and Ceapro on a combined basis. In connection with the closing of the Arrangement, Aeterna issued a news release on June 3, 2024, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Also on June 3, 2024, Aeterna filed with the Canadian Securities Regulatory Authorities on SEDAR+ a material change report relating to the closing of the Arrangement, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

On the same date, Aeterna also filed on SEDAR+ the executed Warrant Agreement, dated as of May 31, 2024, between Aeterna and Computershare Trust Company of Canada, governing the terms of the common share purchase warrants issued in accordance with the Plan of Arrangement, a copy of which is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

On the same date, Aeterna also filed on SEDAR+ its report on modern slavery pursuant to the Fighting Against Forced Labour and Child Labour in Supply Chains Act for the financial year ended December 31, 2023, a copy of which is attached hereto as Exhibit 99.4 and is incorporated herein by reference.

On May 29, 2024, Aeterna issued a news release announcing that it had applied to extend the date for its annual meeting of shareholders. A copy of the news release is attached hereto as Exhibit 99.5 and is incorporated herein by reference.

On June 3, 2024, Aeterna issued a Notice of Meeting and Record Date to NASDAQ and to Canadian Securities Regulatory Authorities. Copies of the Notices of Meeting and Record Date are attached hereto as Exhibits 99.6 and 99.7 and are incorporated herein by reference.

Exhibit 99.1 included with this Report on Form 6-K is hereby incorporated by reference into Aeterna’s Registration Statements on Forms S-8 (No. 333-224737, No. 333-210561, No. 333-200834 and No. 333-279844) and Form F-3 (No. 333-254680) (collectively, the “Registration Statements”) and shall be deemed to be a part thereof from the date on which this Report on Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished. The information contained on any websites referenced in Exhibit 99.1 included with this Report on Form 6-K is not incorporated by reference or deemed to be a part of this Report on Form 6-K or any of the Registration Statements.

Aeterna has filed a Registration Statement on Form F-1 (including a prospectus) (File No. 333-277115) (the “Form F-1 Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) for the issuance of common share purchase warrants and Common Shares issuable upon exercise thereof in connection with the Plan of Arrangement. Before you invest in any Common Shares, you should read the prospectus in the Form F-1 Registration Statement and the other documents incorporated by reference therein for more complete information about Aeterna, Ceapro, the Arrangement and the common share purchase warrant offering.

You may get copies of the Form F-1 Registration Statement for free by visiting EDGAR on the SEC website at www.sec.gov or at SEDAR+ at www.sedarplus.ca. Alternatively, you may obtain copies of them by contacting the following:

Media Contact

Joel Shaffer

FGS Longview

[email protected]

416-670-6468

No Offer or Solicitation

This Report on Form 6-K and the exhibit attached hereto and incorporated by reference herein, and the information contained herein and therein are not, and do not, constitute an offer to sell any securities or a solicitation of an offer to buy any securities in the United States or any other state or jurisdiction, nor shall any securities of Aeterna be offered or sold in any jurisdiction in which such an offer, solicitation or sale would be unlawful. Neither the SEC nor any state securities commission has approved or disapproved of the transactions described herein or determined if this communication is truthful or complete. Any representation to the contrary is a criminal offense.

You should not construe the contents of this Report on Form 6-K or the exhibit attached hereto and incorporated herein by reference as legal, tax, accounting or investment advice or a recommendation. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein.

Forward-Looking Statements

The information in this Report on Form 6-K and the exhibit attached hereto and incorporated herein by reference include forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, specifically Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. These forward-looking statements involve a number of known and unknown risks, uncertainties and other factors that could cause actual results and outcomes to be materially different from historical results or from any future results expressed or implied by such forward-looking statements.

Forward-looking statements include, but are not limited to, those relating to Aeterna’s expectations regarding the anticipated benefits and synergies as well as the assets, cost structure, financial position, cash flows and growth prospects of the combined company.

Risks and factors that could cause actual results or outcomes to differ materially from expectations include, among others, the following:

Additional risk factors that could cause actual results to differ materially include those risks identified in Item 3. “Key Information – Risk Factors” contained in Aeterna’s most recent Annual Report on Form 20-F filed with the SEC and its other filings and submissions from time to time, including those containing its quarterly and annual results, with the SEC, which are available on Aeterna’s website located at www.aeterna.com.

Many of these risks and factors are beyond Aeterna’s control. Aeterna cautions you not to place undue reliance on these forward-looking statements. All written and oral forward-looking statements attributable to Aeterna and/or Ceapro, or persons acting on their behalf, are qualified in their entirety by these cautionary statements. Moreover, unless required by law to update these statements, Aeterna will not necessarily update any of these statements after the date hereof, either to conform them to actual results or to changes in their expectation.

DOCUMENTS INDEX

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.