Aeterna Zentaris Inc. (NASDAQ: AEZS) (TSX: AEZS) ("Aeterna" or the
"Company"), a specialty biopharmaceutical company developing and
commercializing a diversified portfolio of pharmaceutical and
diagnostic products and active ingredients for healthcare and
cosmetics industries, today announced the voting results on the
items of business considered at the virtual annual general and
special meeting of shareholders of the Company (the "AGSM") held
today.
Results of the AGSM
The results of the vote in respect of the
election of directors of the Company are set out below:
Name of Nominee |
Votes For |
% For |
Votes Against |
% Against |
Ronald W. Miller (Chair) |
668,451 |
84.64% |
121,280 |
15.36% |
Carolyn Egbert |
491,197 |
62.20% |
298,534 |
37.80% |
Geneviève Foster |
667,668 |
84.54% |
122,063 |
15.46% |
Gilles Gagnon |
404,154 |
51.18% |
385,577 |
48.82% |
Ulrich Kosciessa |
638,832 |
80.89% |
150,899 |
19.11% |
William Li |
670,416 |
84.89% |
119,315 |
15.11% |
Dennis Turpin |
300,528 |
38.05% |
489,203 |
61.95% |
Although he did not receive a majority of votes
cast for his re-election, as provided in the Canada Business
Corporations Act and in order to facilitate a seamless transition,
Mr. Turpin has graciously agreed to continue as a member of the
Company's board of directors (the "Board") and in his role as Chair
of the Audit Committee for 90 days from today or, if earlier, when
his successor is appointed.
Prior to the AGSM, Peter G. Edwards resigned as
a director of the Company and therefore did not stand for
re-election at the AGSM, resulting in the nomination of seven
directors to the Board (as opposed to eight directors, as was set
out in the management information circular of the Company dated
June 13, 2024 (the “Management Information Circular”)). The Company
does not currently anticipate appointing any director to fill the
vacancy created by Mr. Edwards’ resignation.
In addition, at the AGSM, Deloitte LLP was
appointed as the Company's auditor, and the Name Change Resolution
(as defined and described in the Management Information Circular)
was approved. The new name of the Company, COSCIENS Biopharma Inc.,
is expected to be implemented in the coming weeks.
The Company is an "Eligible Interlisted Issuer"
as such term is defined in the TSX Company Manual. As an Eligible
Interlisted Issuer, the Company has relied on an exemption pursuant
to Section 602.1 of the TSX Company Manual from Section 613 of the
TSX Company Manual, the effect of which is that, subject to the
satisfaction of certain conditions prescribed by the Toronto Stock
Exchange, the Company will not have to comply with certain Canadian
requirements in connection with the Company's long-term incentive
plan (the “Exemption”). As a result, shareholders were not asked to
approve the unallocated entitlements under the Company's long-term
incentive plan at the AGSM.
For full voting details, please see the report
of voting results filed on SEDAR+ at www.sedarplus.ca and EDGAR at
www.sec.gov.
About Aeterna Zentaris Inc.
Aeterna is a specialty biopharmaceutical company
engaged in the development and commercialization of a diverse
portfolio of pharmaceutical and diagnostic products, including
those focused on areas of significant unmet medical need. One of
Aeterna’s lead products is macimorelin (Macrilen; Ghryvelin), the
first and only U.S. FDA and European Commission approved oral test
indicated for the diagnosis of adult growth hormone deficiency
(AGHD). Aeterna is also engaged in the development of therapeutic
assets and proprietary extraction technology, which is applied to
the production of active ingredients from renewable plant resources
currently used in cosmeceutical products (i.e., oat beta glucan and
avenanthramides which are found in leading skincare product brands
like Aveeno and Burt’s Bees formulations) and being developed as
potential nutraceuticals and/or pharmaceuticals.
The company is listed on the NASDAQ Capital
Market and the Toronto Stock Exchange, and trades on both exchanges
under the ticker symbol “AEZS”. For more information, please visit
Aeterna’s website at www.zentaris.com.
Forward-Looking Statements
The information in this news release has been
prepared as of July 16, 2024. Certain statements in this news
release, referred to herein as "forward-looking statements",
constitute "forward-looking statements" within the meaning of the
United States Private Securities Litigation Reform Act of 1995, as
amended, and "forward-looking information" under the provisions of
Canadian securities laws. All statements, other than statements of
historical fact, that address circumstances, events, activities, or
developments that could or may or will occur are forward-looking
statements. When used in this news release, words such as
"anticipate", "assume", "believe", "could", "expect", "forecast",
"future", "goal", "guidance", "intend", "likely", "may", "would" or
the negative or comparable terminology as well as terms usually
used in the future and the conditional are generally intended to
identify forward-looking statements, although not all
forward-looking statements include such words. Forward-looking
statements in this news release include, but are not limited to,
statements relating to: the remaining tenure of Mr. Turpin as a
director and transition to a successor; the Company’s appointment
of a director to fill the vacancy created by Mr. Edwards’
resignation; matters related to the Name Change Resolution,
including the anticipated name change of the Company and the
receipt of related regulatory approvals for same; and the
satisfaction of Toronto Stock Exchange conditions related to the
Company's reliance on the Exemption.
Forward-looking statements are necessarily based
upon a number of factors and assumptions that, while considered
reasonable by the Company as of the date of such statements, are
inherently subject to significant business, economic, operational
and other risks, uncertainties, contingencies and other factors,
including those described below, which could cause actual results,
performance or achievements of the combined Company to be
materially different from results, performance or achievements
expressed or implied by such forward-looking statements and, as
such, undue reliance must not be placed on them.
Forward-looking statements involve known and
unknown risks and uncertainties which include, among others: the
combined Company’s present and future business strategies;
operations and performance within expected ranges; anticipated
future cash flows; local and global economic conditions and the
environment in which the combined Company operates; anticipated
capital and operating costs; uncertainty in product development and
related clinical trials and validation studies, including our
reliance on the success of the pediatric clinical trial in the
European Union and U.S. for Macrilen™ (macimorelin); the result of
the DETECT-trial may not support receipt of regulatory approval in
child-onset growth hormone deficiency; results from ongoing or
planned pre-clinical studies of macimorelin by the University of
Queensland or for our other products under development may not be
successful or may not support advancing the product to human
clinical trials; our ability to raise capital and obtain financing
to continue our currently planned operations; our now heavy
dependence on the success of Macrilen™ (macimorelin) and related
out-licensing arrangements and the continued availability of funds
and resources to successfully commercialize the product; the
ability to secure strategic partners for late stage development,
marketing, and distribution of our products, including our ability
to enter into a new license agreement or similar arrangement
following the termination of the license agreement with Novo
Nordisk AG; our ability to enter into out-licensing, development,
manufacturing, marketing and distribution agreements with other
pharmaceutical companies and keep such agreements in effect; our
ability to protect and enforce our patent portfolio and
intellectual property; and our ability to continue to list our
common shares on the NASDAQ Capital Market.
Investors should consult our quarterly and
annual filings with the Canadian and U.S. securities commissions
for additional information on risks and uncertainties, including
those discussed in our Annual Report on Form 20-F and MD&A
filed under the Company’s profile on SEDAR+ at www.sedarplus.ca and
on EDGAR at www.sec.gov. We disclaim any obligation to update any
such risks or uncertainties or to publicly announce any revisions
to any of the forward-looking statements contained herein to
reflect future results, events or developments, unless required to
do so by a governmental authority or applicable law.
No securities regulatory authority has either
approved or disapproved of the contents of this news release. The
Toronto Stock Exchange accepts no responsibility for the adequacy
or accuracy of this news release.
Investor Contact:
Jenene ThomasJTC TeamT: +1 (833) 475-8247E:
aezs@jtcir.com
Aeterna Zentaris (TSX:AEZS)
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