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 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2015
Commission file number 0-30752
AETERNA ZENTARIS INC.
1405 du Parc-Technologique Boulevard
Quebec City, Québec
Canada, G1P 4P5
(Address of principal executive offices)
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 x 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): ¨
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .








DOCUMENTS INDEX

Documents
Description
99.1
Certificate of Amendment and Articles of Amendment of the registrant dated November 17, 2015
99.2
Letter of Transmittal for the registered holders of common shares of the registrant
    










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.

 
 
AETERNA ZENTARIS INC.
 
 
 
 
 
 
 
 
 
 
Date: November 17, 2015
 
By:
 
/s/ Philip A. Theodore
 
 
 
 
Philip A. Theodore
 
 
 
 
Senior Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary



EXHIBIT 99.1














Certificate of Amendment
 
Certificat de modification
Canada Business Corporations Act
 
Loi canadienne sur les sociétés par actions

AETERNA ZENTARIS INC.
Corporate name / Dénomination sociale

264271-9
Corporation number / Numéro de société

I HEREBY CERTIFY that the articles of the above-named corporation are amended under section 178 of the Canada Business Corporations Act as set out in the attached articles of amendment.
 
JE CERTIFIE que les statuts de la société susmentionnée sont modifiés aux termes de l'article 178 de la Loi canadienne sur les
sociétés par actions, tel qu'il est indiqué dans les clauses modificatrices ci-jointes.

Virginie Ethier
Director / Directeur
2015-11-17
Date of Amendment (YYYY-MM-DD)
Date de modification (AAAA-MM-JJ)





Form 4
Articles of Amendment
 
Formulaire 4
Clauses modificatrices

 
 
Canada Business Corporations Act   (CBCA)   (s. 27 or 177)

 
Loi canadienne sur les sociétés par actions   (LCSA) (art. 27 ou 177)
 

1
 
Corporate name
Dénomination sociale

 
 
AETERNA ZENTARIS INC.
2
 
Corporation number
Numéro de la société
 
 
264271-9
3
 
The articles are amended as follows
Les statuts sont modifiés de la façon suivante


See attached schedule / Voir l'annexe ci-jointe











4
 
Declaration: I certify that I am a director or an officer of the corporation.
Déclaration : J’atteste que je suis un administrateur ou un dirigeant de la société.


Original signed by / Original signé par
Philip A. Theodore
Philip A. Theodore
843-900-3211
 


Misrepresentation constitutes an offence and, on summary conviction, a person is liable to a fine not exceeding $5000 or to imprisonment for a term not exceeding six months or both (subsection 250
(1) of the CBCA).

Faire une fausse déclaration constitue une infraction et son auteur, sur déclaration de culpabilité par procédure sommaire, est passible d’une amende maximale de 5 000 $ et d’un emprisonnement maximal de six mois, ou l’une de ces peines (paragraphe 250(1) de la LCSA).

You are providing information required by the CBCA. Note that both the CBCA and the Privacy Act allow this information to be disclosed to the public. It will be stored in personal information bank number IC/PPU-049.

Vous fournissez des renseignements exigés par la LCSA. Il est à noter que la LCSA et la Loi sur les renseignements personnels permettent que de tels renseignements soient divulgués au public. Ils seront stockés dans la banque de renseignements personnels numéro IC/PPU-049.


                                         IC 3069 (2008/04)


Schedule / Annexe
Amendment Schedules / Annexes - Modification

The issued and outstanding common shares in the capital of the Corporation (each, a Common Share) are hereby consolidated on the basis of one (1) post-consolidation Common Share for each one hundred (100) pre-consolidation Common Shares.

No fractional Common Shares shall be issued upon the consolidation of the issued and outstanding Common Shares in accordance with the foregoing. All new Common Shares to be issued upon the issuance of the Certificate of Amendment shall be rounded down to the nearest whole number of Common Shares and all fractional Common Shares to which a registered shareholder would otherwise become entitled as a result of the consolidation will be aggregated and sold by the Corporation's transfer agent and registrar on the market, with the net proceeds therefrom being proportionately distributed to registered shareholders.



EXHIBIT 99.2


LETTER OF TRANSMITTAL FOR REGISTERED HOLDERS OF COMMON SHARES OF

AETERNA ZENTARIS INC.
For use in connection with a share consolidation
This letter of transmittal (the Letter of Transmittal ) is for use by registered holders of common shares (the Common Shares ) of Aeterna Zentaris Inc. ( Aeterna Zentaris ) in connection with the consolidation of the Common Shares on the basis of one (1) new Common Share for every one hundred (100) old Common Shares (the Share Consolidation ). The Share Consolidation was approved by the holders of Common Shares at Aeterna Zentaris’ special meeting of shareholders on November 16, 2015 (the Meeting ) and became effective on or about the date of mailing of this Letter of Transmittal.
Shareholders are referred to Aeterna Zentaris’ Notice of Special Meeting and Management Information Circular in connection with the Meeting, dated October 16, 2015 (the Circular ), for further information relating to the Share Consolidation. A copy of the Circular is available under the profile of Aeterna Zentaris at www.sedar.com .
Shareholders who hold their Common Shares through a broker, investment dealer, bank, trust company or other nominee or intermediary should contact that nominee or intermediary for assistance in depositing their Common Shares in connection with the Share Consolidation.
TO:      AETERNA ZENTARIS INC.
AND TO:      COMPUTERSHARE INVESTOR SERVICES INC.
The undersigned hereby represents and warrants that he/she/it is the owner of the number of Common Shares indicated in the table below, which shares are represented by the share certificate(s) described below and delivered herewith and the undersigned has good title to the shares represented by the said certificate(s), free and clear of all liens, charges and encumbrances, and has full power and authority to herewith deposit such shares.
Certificate Number
Number of Shares
Registered in the Name of
 
 
 
 
 
 
 
 
 
The above-listed share certificates are hereby surrendered in exchange for a new certificate representing Common Shares on the basis indicated in the first paragraph above. The undersigned authorizes and directs Computershare Investor Services Inc. to issue the share certificates representing the number of new Common Shares to which the undersigned is entitled as a result of the Share Consolidation and to mail such certificates to the address indicated below or, if no instructions are given, in the name and to the address of the undersigned as the same appears on the share register maintained by Aeterna Zentaris.


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No fractional shares will be issued in connection with the Share Consolidation. If, as a result of the Share Consolidation, a shareholder becomes entitled to a fractional share, such fraction will be rounded down to the nearest whole number. Any and all such fractional shares will be aggregated and sold by Computershare Investor Services Inc. on the market, with the proceeds therefrom, after expenses and commissions, being proportionately distributed to registered shareholders.
Name (Please Print)
Address
City Province Postal Code
Telephone (Business Hours)
Social Insurance or Tax Identification Number

Dated:
 
 
 
 
 
 
 
Signature of Shareholder














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INSTRUCTIONS
1.
Use of Letter of Transmittal
(a)
Each shareholder holding share certificate(s) representing Common Shares must send or deliver this Letter of Transmittal duly completed and signed together with the share certificate(s) described herein to Computershare Investor Services Inc. at one of the offices listed below.
(b)
The method of delivery to Computershare Investor Services Inc. is at the option and risk of the shareholder, but if mail is used, registered mail is recommended.
(c)
Share certificate(s) registered in the name of the person by whom (or on whose behalf) this Letter of Transmittal is signed need not be endorsed or accompanied by a share transfer power of attorney other than the Letter of Transmittal itself.
(d)
Share certificate(s) not so registered must be endorsed by the registered holder thereof or be accompanied by a share transfer power of attorney duly and properly completed by the registered holder, with the signature guaranteed in either case by a Canadian Schedule 1 chartered bank, a member of the Securities Transfer Agent Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada and the United States, members of the Investment Dealers Association of Canada, members of the National Association of Securities Dealers or banks and trust companies in the United States. The signature of the registered holder must correspond in every respect with the name of the registered holder appearing on the face of the share certificate(s).
(e)
Where the Letter of Transmittal is executed on behalf of a corporation, partnership, trust, foundation or association or by an agent, executor, administrator, trustee, guardian or any person acting in a representative capacity, the Letter of Transmittal must be accompanied by satisfactory evidence of the representative’s authority to act.
(f)
Aeterna Zentaris reserves the right if it so elects in its absolute discretion to instruct Computershare Investor Services Inc. to waive any defect or irregularity contained in any Letter of Transmittal received by it.
2.
Lost Share Certificates
If a share certificate has been lost or destroyed, the Letter of Transmittal must be completed as fully as possible and forwarded to Computershare Investor Services Inc. together with a letter stating the loss. Computershare Investor Services Inc. will contact you to advise of the replacement requirements.
3.      Privacy Notice:
Computershare is committed to protecting your personal information. In the course of providing services to you and our corporate clients, we receive non-public personal information about you - from transactions we perform for you, forms you send us, other communications we have with you or your representatives, etc. This information could include your name, address, social insurance number, securities holdings and other financial information. We use this to administer your account, to better serve your and our clients’ needs and for other lawful purposes relating to our services. We have prepared a Privacy Code to tell you more about our information practices and how your privacy is protected. It is available at our website, Computershare.com, or by writing us at 100 University Avenue, 8 th Floor, Toronto, Ontario, M5J 2Y1. Computershare will use the information you are providing on this form in order to process your request and will treat your signature(s) on this form as your consent to the above.
4.      Miscellaneous
Additional copies of the Letter of Transmittal may be obtained from Computershare at the office listed below. Any questions should be directed to Computershare Investor Services Inc. at 1-800-564-6253 or by e-mail to corporateactions@Computershare.com .



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Offices of Computershare Investor Services Inc.
By Mail:
P.O. Box 7021
31 Adelaide Street East
Toronto, Ontario
M5C 3H2
Attention: Corporate Actions
By Registered Mail, Hand or by Courier:
Toronto
100 University Avenue
8 th  Floor
Toronto, Ontario
M5J 2Y1
Attention: Corporate Actions
Inquiries:
Toll-Free: 1-800-564-6253 (North America)
Phone: 1-514-982-7555 (Overseas)
Any questions and requests for assistance may be directed by
shareholders to Computershare Investor Services Inc. at the telephone numbers
and locations set out above.





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