Aeterna Zentaris Inc. ("we", "us" or the "Company") is hereby offering to a single purchaser in the United States 2,100,000 units (the "Units") at a price of $3.60 per Unit, with each Unit being comprised of one common share of our capital (the "Common Shares") and 0.45 of a warrant to purchase one Common Share (each whole warrant, a "Warrant", which term excludes, for greater certainty, the Pre-Funded Warrants and the Call Pre-Funded Warrants (each as defined below)), pursuant to this prospectus supplement and the accompanying short form base shelf prospectus dated January 12, 2016. Each Warrant will have an exercise price of $4.70 per share, subject to adjustment. The Warrants will be exercisable six months after their date of issuance and will expire three years after their initial exercise date.
We are also offering to the purchaser, if the purchase of Units in this offering would result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than the initial beneficial ownership limitation following the consummation of this offering, the opportunity to purchase, in lieu of Common Shares forming part of the Units that would result in ownership in excess of the initial beneficial ownership limitation, one pre-funded warrant to purchase one Common Share (the "Pre-Funded Warrants", which term includes, unless specifically stated otherwise or unless the context otherwise requires, the Call Pre-Funded Warrants). The Pre-Funded Warrants will have an exercise price of $3.60 per share, which will be pre-paid in its entirety upon issuance of the Pre-Funded Warrants in lieu of Common Shares and, consequently, no additional consideration will be required to be paid and no additional payment will be required to be made to the Company by the holder upon exercise of the Pre-Funded Warrants. In addition, in certain circumstances described under the section titled "Details of the Offering — Call Pre-Funded Warrants" in which the holder exercises Warrants following the delivery by the Company of a notice calling for their cancellation, which exercise of Warrants would result in the holder (together with its affiliates and certain related parties) owning more than the applicable beneficial ownership limitation, the holder will receive, upon exercise of such Warrants, pre-funded warrants (the "Call Pre-Funded Warrants") to purchase Common Shares. The Call Pre-Funded Warrants will be in substantially the same form as the Pre-Funded Warrants (with limited exceptions).
The Units will not be certificated and the Common Shares, the Pre-Funded Warrants (excluding, for greater certainty, the Call Pre-Funded Warrants) and the Warrants will be issued separately but will be purchased together in this offering. This offering of Units is being conducted pursuant to the Company's effective shelf registration statement on Form F-10 dated January 12, 2016, its corresponding Canadian base shelf prospectus dated January 12, 2016 and an exemption from the Autorité des marchés financiers permitting the Company to offer common shares and warrants in the United States ("U.S."). See "Exemptive Relief Granted by the Autorité des marchés financiers " on page S-48 of this prospectus supplement. The distribution of the Warrants, the Pre-Funded Warrants (including, for greater certainty, the Call Pre-Funded Warrants) and the Common Shares issuable upon the exercise of the Warrants and the Pre-Funded Warrants (including, for greater certainty, the Call Pre-Funded Warrants) is qualified and registered by this prospectus supplement and the accompanying prospectus.
We have retained Maxim Group LLC to act as our exclusive placement agent (the "Placement Agent") in connection with this offering to use its best efforts to solicit offers to purchase our Units. The market price of the Units and the exercise price and other terms of the Warrants was determined by negotiation among us, the Placement Agent and the purchasers of the Units with reference to the prevailing market price of the Common Shares. We have agreed to pay the Placement Agent the placement agent fee set forth in the table below. The Placement Agent is not purchasing or selling any of our Units offered pursuant to this prospectus supplement or the accompanying prospectus. See "Plan of Distribution" beginning on page S-38 of this prospectus supplement for more information regarding these arrangements.
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