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 Ai-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 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):

On August 6, 2024, Aeterna Zentaris Inc. (“Aeterna”, “we”, “our” or the “Company”) issued a news release announcing that, effective as of August 6, 2024, its name has been changed from “Aeterna Zentaris Inc.” to “COSCIENS Biopharma Inc.” Effective as of August 9, 2024, the Company’s common shares (the “Common Shares”) will begin trading on the Toronto Stock Exchange (the “TSX”) and NASDAQ Capital Market (the “NASDAQ”) under the trading symbol “CSCI” and will concurrently cease trading thereon under the former trading symbol “AEZS”. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Also on August 6, 2024, the Company filed with the Canadian Securities Administrators on SEDAR+ a material change report relating to the name change, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

On the same date, the Company also filed on SEDAR+ a certificate of amendment filed under the Canada Business Corporations Act on August 6, 2024 effecting the name change, a copy of which is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

On the same date, the Company also filed on SEDAR+ the first supplemental indenture by and between the Company and Computershare Trust Company of Canada, governing the terms of the Company’s common share purchase warrants issued in connection with the Company’s business combination with Ceapro, Inc., a copy of which is attached hereto as Exhibit 99.4 and is incorporated herein by reference.

Exhibit 99.1, 99.3 and 99.4 included with this Report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statements on Forms S-8 (No. 333-224737, No. 333-210561, No. 333-200834 and No. 333-279844) (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.

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 the Company’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 the Company’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 the Company’s website located at www.aeterna.com.

Many of these risks and factors are beyond the Company’s control. The Company cautions you not to place undue reliance on these forward-looking statements. All written and oral forward-looking statements attributable to the Company and/or Ceapro, Inc. or persons acting on their behalf, are qualified in their entirety by these cautionary statements. Moreover, unless required by law to update these statements, the Company 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.