UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549





FORM
20-F/A

(Amendment
No. 1)



☐
Registration Statement Pursuant to Section 12(b) or 12(g) of The Securities Exchange Act of 1934

OR

☒
Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 for the fiscal year ended December 31, 2019

OR

☐
Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

OR

☐
Shell Company Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934



Commission
file number 001-38064



AETERNA
ZENTARIS INC.

(Exact
Name of Registrant as Specified in its Charter)



Not
Applicable

(Translation
of Registrant’s Name into English)



Canada

(Jurisdiction
of Incorporation)



315
Sigma Drive

Summerville,
South Carolina, USA

29486

(Address
of Principal Executive Offices)



Klaus
Paulini

Telephone:
+49-69-426020

E-mail:
KPaulini@aezsinc.com

Weismüllerstr.
50

Frankfurt
am Main, Germany

D-60314

(Name,
Telephone, E-mail and Address of Company Contact Person)



Securities
registered or to be registered pursuant to Section 12(b) of the Act:



|Title
    of Each Class |  | Name
    of Each Exchange on Which Registered
|----------------------- |  | ---------------------------------------------
|Common
    Shares       |  | NASDAQ
    Capital Market                    
|                        |  | Toronto
    Stock Exchange                   



Securities
registered or to be registered pursuant to Section 12(g) of the Act: NONE



Securities
for which there is a reporting obligation pursuant to Section 15(d) of the ACT: NONE



Indicate
the number of outstanding shares of each of the issuer’s classes of capital or common stock as at the close of the period
covered by the annual report: 19,994,510 Common Shares as at December 31, 2019.



Indicate
by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
No: ☒



If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No
☐



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging
growth company. See definitions of “accelerated filer,” “large accelerated filer,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act. (Check one):



|Large
    accelerated filer | ☐ | Accelerated
    filer | ☐ | Non-accelerated
    filer | ☒ | Emerging
    growth company | ☐
|--------------------------- | - | --------------------- | - | ------------------------- | - | --------------------------- | -



If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards†
provided pursuant to Section 13(a) of the Exchange Act.



†
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5, 2012.



Indicate
by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:





|US GAAP | ☐ | International Financial Reporting Standards as issued by the Other ☐
|------- | - | --------------------------------------------------------------------



International
Accounting Standards Board ☒



If
“other” has been checked in response to the previous question, indicate by check mark which financial statement item
the registrant has elected to follow. Item 17 ☐ Item 18 ☐



If
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). 
Yes ☐ No ☒




















EXPLANATORY
NOTE



This
Amendment No. 1 to the Annual Report on Form 20-F of Aeterna Zentaris Inc. for the year ended December 31, 2019 as filed with
the Securities and Exchange Commission on March 31, 2020 (the “Original Form 20-F”) is being filed only for
the purpose of filing Exhibit 2.2, which was inadvertently omitted from the Original Form 20-F.



Except
as otherwise expressly noted herein, this Amendment No. 1 does not modify or update in any way the Original Form 20-F, nor does
it reflect events occurring after the filing of the Original Form 20-F. Accordingly, this Amendment No. 1 should be read in conjunction
with the Original Form 20-F.



Item
19. Exhibits



Exhibit
Index



|1.1   |  | Restated Certificate of Incorporation and Restated Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 99.2 to the Registrant’s report on Form 6-K furnished to the Commission on May 25, 2011)                                                                                                                 
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.2   |  | Certificate of Amendment and Articles of Amendment of the Registrant (incorporated by reference to Exhibit 99.2 to the Registrant’s report on Form 6-K furnished to the Commission on October 3, 2012)                                                                                                                                        
|1.3   |  | Certificate of Amendment and Articles of Amendment of the Registrant (incorporated by reference to Exhibit 99.1 to the Registrant’s report on Form 6-K furnished to the Commission on November 17, 2015)                                                                                                                                      
|1.4   |  | Amended and Restated By-Law One of the Registrant (incorporated by reference to Exhibit 1.3 of the Registrant’s Annual Report on Form 20-F for the financial year ended December 31, 2012 filed with the Commission on March 22, 2013)                                                                                                        
|2.1   |  | Amended and Restated Shareholder Rights Plan Agreement between the Registrant and Computershare Trust Company of Canada, as Rights Agent, dated as of May 8, 2019 (incorporated by reference to Exhibit 99.2 to the Registrant’s report on Form 6-K furnished to the Commission on May 9. 2019)                                               
|2.2*  |  | Description of Securities                                                                                                                                                                                                                                                                                                                     
|4.1   |  | Second Amended and Restated Stock Option Plan of the Registrant (incorporated by reference to Exhibit 4.1 of the Registrant’s Annual Report on Form 20-F for the financial year ended December 31, 2013 filed with the Commission on March 21, 2014)                                                                                          
|4.2   |  | 2018 Long-Term Incentive Plan of the Registrant (incorporated by reference to Exhibit 4.7 of the Registrant’s Form S-8 filed with the Commission on May 8, 2018)                                                                                                                                                                              
|4.3   |  | License and Assignment Agreement, dated January 16, 2018 by and between Aeterna Zentaris GmbH and Strongbridge Ireland Limited (incorporated by reference to Exhibit 99.2 of the Registrant’s report on Form 6-K furnished to the Commission on January 19, 2018)                                                                             
|4.4¥  |  | Employment Agreement dated October 1, 2017 between Michael Ward and the Registrant (incorporated by reference to Exhibit 4.3 of the Registrant’s Annual Report on Form 20-F for the financial year ended December 31, 2017 filed with the Commission on March 28, 2018)                                                                       
|4.5   |  | Change of Control Agreement dated October 1, 2017 between Michael Ward and the Registrant (incorporated by reference to Exhibit 4.4 of the Registrant’s Annual Report on Form 20-F for the financial year ended December 31, 2017 filed with the Commission on March 28, 2018)                                                                
|4.6¥  |  | Independent Contractor Agreement dated September 18, 2018 between Leslie Auld and the Registrant (incorporated by reference to Exhibit 4.8 of the Registrant’s Annual Report on Form 20-F for the financial year ended December 31, 2018 filed with the Commission on April 1, 2019)                                                          
|4.7   |  | Master Collaboration Agreement by and between Aeterna Zentaris GmbH, a subsidiary of the Registrant, and Sinopharm A-think Pharmaceuticals Co., Ltd, dated as of December 1, 2014 (incorporated by reference to Exhibit 99.2 of the Registrant’s report on Form 6-K furnished to the Commission on December 11, 2014)                         
|4.8   |  | License Agreement by and between Aeterna Zentaris GmbH, a subsidiary of the Registrant, and Sinopharm A-think Pharmaceuticals Co., Ltd, dated as of December 1, 2014 (incorporated by reference to Exhibit 99.3 of the Registrant’s report on Form 6-K furnished to the Commission on December 11, 2014)                                      
|4.9   |  | Technology Transfer and Technical Assistance, Agreement by and between Aeterna Zentaris GmbH, a subsidiary of the Registrant, and Sinopharm A-think Pharmaceuticals Co., Ltd, dated as of December 1, 2014 (incorporated by reference to Exhibit 99.4 of the Registrant’s report on Form 6-K furnished to the Commission on December 11, 2014)
|4.10¥ |  | Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 99.1 of the Registrant’s report on Form 6-K furnished to the Commission on October 21, 2016)                                                                                                                                                             
|4.11  |  | Form of Warrant Agreement (incorporated by reference to Exhibit 99.1 of the Registrant’s report on Form 6-K furnished to the Commission on September 20, 2019)                                                                                                                                                                                
|4.12  |  | Placement Agency Agreement between the Registrant and Maxim Group LLC, dated as of September 20, 2019 (incorporated by reference to Exhibit 99.2 of the Registrant’s report on Form 6-K furnished to the Commission on September 20, 2019)                                                                                                    
|4.13  |  | Form of Securities Purchase Agreement by and between the Registrant and certain institutional investors, dated as of September 20, 2019 (incorporated by reference to Exhibit 99.3 of the Registrant’s report on Form 6-K furnished to the Commission on September 20, 2019)                                                                  











|4.14  |  | Form of Investor Warrant (incorporated by reference to Exhibit 99.1 of the Registrant’s report on Form 6-K furnished to the Commission on February 21, 2020)                                                                                                              
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.15  |  | Form of Securities Purchase Agreement by and between the Registrant and certain institutional investors, dated as of February 21, 2020 (incorporated by reference to Exhibit 99.2 of the Registrant’s report on Form 6-K furnished to the Commission on February 21, 2020)
|4.16  |  | Engagement Agreement by and between the Registrant and H.C. Wainwright & Co., LLC, dated as of February 18, 2020 (incorporated by reference to Exhibit 99.3 of the Registrant’s report on Form 6-K furnished to the Commission on February 21, 2020)                      
|4.17  |  | Form of Placement Agent Warrant (incorporated by reference to Exhibit 99.4 of the Registrant’s report on Form 6-K furnished to the Commission on February 21, 2020)                                                                                                       
|8.1   |  | Subsidiaries of the Registrant +                                                                                                                                                                                                                                          
|11.1  |  | Code of Conduct and Business Ethics of the Registrant (incorporated by reference to Exhibit 11.1 of the Registrant’s Annual Report on Form 20-F for the financial year ended December 31, 2017 filed with the Commission on March 28, 2018)                               
|11.2  |  | Code of Business Conduct and Ethics for Members of the Board of Directors (incorporated by reference to Exhibit 11.2 of the Registrant’s Annual Report on Form 20-F for the financial year ended December 31, 2014 filed with the Commission on March 17, 2015)           
|11.3  |  | Audit Committee Charter of the Registrant (incorporated by reference to Exhibit 11.3 of the Registrant’s Annual Report on Form 20-F for the financial year ended December 31, 2014 filed with the Commission on March 17, 2015)                                           
|12.1  |  | Certification of the Principal Executive Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002+                                                                                                                                                                      
|12.2  |  | Certification of the Principal Financial Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002+                                                                                                                                                                      
|12.3* |  | Certification of the Principal Executive Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                       
|12.4* |  | Certification of the Principal Financial Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                       
|13.1  |  | Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 +                                                                                                                
|13.2  |  | Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 +                                                                                                                
|15.1+ |  | Consent of the Independent Registered Public Accounting Firm                                                                                                                                                                                                              



+
Previously filed or furnished, as applicable, with the Registrant’s Annual Report on Form 20-F for the financial year ended
December 31, 2019 filed with the Commission on March 31, 2020



*Filed herewith.

¥ Indicates a management contract or compensatory plan or
arrangement.



Exhibit
Index



101.
INS XBRL Instance Document



101.
SCH XBRL Taxonomy Extension Schema



101.
CAL XBRL Taxonomy Extension Schema Calculation Linkbase



101.
DEF XBRL Taxonomy Extension Schema Definition Linkbase



101.
LAB XBRL Taxonomy Extension Schema Label Linkbase



101.
PRE XBRL Taxonomy Extension Schema Presentation Linkbase











SIGNATURES



The
registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this annual report on its behalf.



| | AETERNA
    ZENTARIS INC.                
| | -----------------------------------------
| |                                          
| | /s/
    Klaus Paulini                    
| | Klaus
    Paulini                        
| | President
    and Chief Executive Officer



Date:
June 18, 2020