COSCIENS ACQUIRES NUALTIS CORP.

COSCIENS buys oral thin-film specialist Nualtis and funds the deal with high-yield convertible debentures that may significantly dilute shareholders.

Rhea-AI Summary

COSCIENS Biopharma (CSCIF) completed the acquisition of Montreal-based Nualtis Corp. for a cash purchase price of US$15 million on September 10, 2026.

COSCIENS paid US$9 million at closing, with a further US$6 million due within six months, plus up to four earn-out payments equal to 10% of Nualtis’ adjusted EBITDA for 2027–2030. Nualtis contributes an FDA- and Health Canada-inspected OTF manufacturing facility, 21 foundational patents, and diversified human and animal health pipelines, including RizaFilm®, the first FDA-approved oral dissolvable film for migraine in U.S. adults and pediatric patients.

To fund the deal, COSCIENS closed a first tranche of unsecured convertible debentures of approximately US$6 million at 15% annual interest, part of a potential US$20 million issue, convertible at US$7.00 per share subject to shareholder and TSX approvals, implying possible material dilution.

Positive

• Acquisition price US$15 million, with US$9 million paid at closing
• Earn-out aligned with Nualtis performance, 10% of adjusted EBITDA 2027–2030
• Nualtis assets: FDA/Health Canada-inspected OTF facility and 21 patents
• Pipeline includes FDA-approved RizaFilm® and generic buprenorphine buccal film
• Ceapro contributed over US$422,000 Q2 income from operations
• Convertible capacity up to US$20 million to support acquisition and growth

Negative

• High-cost debt: debentures carry 15.0% annual interest to 2027
• Potential dilution: about 850,000 new shares, ~85% of current float
• Deferred payment: US$6 million due to seller within six months
• Additional tranches not assured; closings subject to conditions
• Earn-out obligation: up to four payments tied to 2027–2030 EBITDA
• Related-party participation: insiders subscribe for ~US$1.3 million of debentures

AI-generated analysis. How Rhea-AI works. Not financial advice.

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TORONTO, ONTARIO, Sept. 10, 2026 (GLOBE NEWSWIRE) -- COSCIENS Biopharma Inc. (TSX: CSCI) (OTCQB: CSCIF) (“COSCIENS” or the “Company”) is pleased to announce the acquisition of Nualtis Corp. (“Nualtis”), a Montreal-based specialty pharmaceutical technology business focused primarily on proprietary oral thin-film drug delivery technologies, with applications for both human and animal health. The Company also announced the completion of the first tranche of a non-brokered private placement of unsecured convertible debentures.

ACQUISITION HIGHLIGHTS:

• Strategic acquisition of a leading oral thin film (“OTF”) development and manufacturing platform: Nualtis is an industry leader and innovator in OTF drug delivery technology, adding a purpose-driven team and an FDA- and Health Canada-inspected GMP manufacturing facility in Montreal, Canada.
• Established development and commercial partnerships across a diversified product pipeline: A portfolio of programs spanning human and animal health, protected by 21 foundational patents, with partnerships in place with established pharmaceutical companies.
• Growing cash-flow-positive business model: The Company believes Nualtis is poised for continued, profitable future growth through diverse revenue streams, including research and development (“R&D”) services, manufacturing and supply, milestone payments, and product royalties.
  

“We are very excited to announce the acquisition of Nualtis. COSCIENS now has direct exposure to the large and growing global OTF market through Nualtis’ leading facility, intellectual property and know-how, and its established product pipeline and partnerships,” said Peter Puccetti, CEO and Chairman of COSCIENS. “Since joining COSCIENS last year, I, and my fellow directors and officers, have been committed to a plan for creating shareholder value. During an initial period of restructuring, we made significant improvements in the Company’s financial health and on achieving financial self-sufficiency of the existing business. In Q2, Ceapro contributed over US$422,000 of income from operations and we believe it will continue to meaningfully contribute to earnings going forward. More recently, we shifted our focus to actively exploring opportunities for growth and scale. We believe this transaction represents exactly that. Nualtis is led by a talented and driven management team and is positioned for significant growth as it transitions from mostly R&D revenue to more commercial-scale manufacturing revenue. We believe that COSCIENS is well-positioned to help guide and support that growth path.”

Michael Raven, CEO of Nualtis since 2024, commented “We have made great improvements to Nualtis’ business strategy and approach over the last couple of years laying the seeds for substantial profitable growth. COSCIENS’ ownership will provide Nualtis with a platform from which to continue what it has started and Nualtis management couldn’t be more excited about the future of the business.”

The Acquisition and the Acquired Business

The acquisition was completed pursuant to a share purchase agreement between the Company and AtaiBeckley Inc. (“AtaiBeckley”) for a cash purchase price of US$15 million, subject to customary adjustments, plus up to four earn-out payments based on a formula specified in the purchase agreement and equal to 10% of the EBITDA of Nualtis (adjusted in accordance with the purchase agreement) for the financial years 2027 through 2030 (subject to certain other adjustments specified in the purchase agreement). At closing, the Company made an initial payment of US$9 million (the “Closing Date Purchase Price”), subject to adjustments, and the remaining US$6 million is due as a deferred payment within six months (the “Deferred Payment”).

Nualtis (formerly IntelGenx Corp.) was established in 2003. It specializes in the development of oral thin film technology and operates as a contract development and manufacturing organization. The global pharmaceutical oral thin film market was estimated at US$3.8 billion in 2024 and is expected to grow significantly over the next few years.¹ In addition, Nualtis offers a broad portfolio of pharmaceutical services, including pharmaceutical R&D, clinical monitoring, regulatory support, analytical testing, licensing, and commercial manufacturing. Nualtis also holds a Health Canada Drug Establishment Licence, in respect of importation, manufacturing, packaging, labeling, and testing. Nualtis typically applies its oral thin film platforms to active pharmaceutical ingredients with a known mechanism of action and an established safety profile, which keeps development timelines and costs low and gives partners a faster and lower-risk path to differentiated products.

Nualtis’ product development is anchored by two proprietary oral thin film platforms: VersaFilm^® for human therapeutics and VetaFilm^® for veterinary applications. Both use a thin, FDA-compliant polymeric film that dissolves quickly in the mouth, offering an alternative to traditional tablets.

Nualtis’ product pipeline is well-diversified, spanning a mix of generic, branded, over-the-counter (“OTC”) and prescription products, in various therapeutic areas and with multiple partners. The product pipeline also represents various stages of product development, spanning from early-stage R&D to products expected to reach commercial launch in the near term. Within the next five years, the Company believes the successful commercialization of products in Nualtis’ existing pipeline could result in tens of millions of dollars in annual revenue.

Set out below is some additional detail on certain programs within the portfolio representing exemplary near- and medium-term opportunities:

Human Health / Migraine

RizaFilm^® (a registered trademark of Nualtis’ partner, Gensco Laboratories LLC (“Gensco”)) is a proprietary prescription oral thin film containing rizatriptan benzoate. RizaFilm is the first and only FDA-approved oral dissolvable film for migraine in the United States, approved for adults (10 mg) in April 2023 and for pediatric patients (5 mg) in February 2026. Gensco Pharma owns the global rights and has announced a U.S. launch in October 2026, with Nualtis as its manufacturer.

The film is placed on the tongue and dissolves rapidly without a drink, allowing patients to treat at the earliest onset of symptoms, and is protected by an issued patent with substantial remaining exclusivity.

Migraine affects more than 42 million Americans and is the second leading cause of disability nationwide.² The global migraine drugs market was approximately US$7.9 billion in 2025 and is projected to reach US$16.6 billion by 2033 (9.2% CAGR).³

Human Health / Chronic Pain

Nualtis and Chemo Research, S.L., together with its affiliate Xiromed LLC (collectively, “Xiromed”), are developing a generic buprenorphine buccal film that incorporates Nualtis’ VersaFilm^® technology and is intended to be a generic version of Belbuca^®, an opioid delivered as a buccal film and indicated for severe chronic pain. Nualtis is responsible for product development and manufacturing-related activities, while Xiromed is responsible for the regulatory approval and commercialization of the product.

Net revenue of Belbuca^® was $221.7 million for FY2025, up 5% year-over-year⁴ in the U.S. market. No generic versions of Belbuca^® have been launched to date in the United States.

Animal Health

In collaboration with Covenant Animal Health Partners (“Covenant”), Nualtis has developed an undisclosed, proprietary formulation for a veterinary use case in a market that has seen greater than US$100 million in annual sales. Initial clinical studies have shown positive results and received positive feedback from veterinarians.

We look forward to providing further updates regarding the product pipeline and as programs and candidates advance through development, regulatory approval and commercialization.

The Concurrent Financing

To finance the Closing Date Purchase Price, the Company completed the first tranche of a concurrent non-brokered private placement (the “Offering”) of unsecured convertible debentures (the “Debentures”) in an aggregate principal amount of approximately US$6 million. The terms of the Debentures contemplate the issuance of an aggregate principal amount of up to US$20 million, and the Company anticipates closing one or more additional tranches in the coming weeks. Additional subscriptions have already been received by the Company for more than US$4 million and the Company expects to receive further subscriptions in time for an anticipated second tranche closing next week.

“Between COSCIENS’ existing cash resources and the proceeds of the first tranche of Debentures, COSCIENS continues to have excess cash after payment of the Closing Date Purchase Price and accounting for all related payments and transaction expenses. Additional closings of the Debentures for a total of US$20 million would also leave COSCIENS with a material excess cash balance after the second payment to AtaiBeckley in approximately 6 months’ time,” said Giuliano La Fratta, CFO of COSCIENS.

Completion of additional tranches is subject to customary closing conditions, and there can be no assurance that additional tranches will be completed for the anticipated amount or at all.

The Debentures bear an annual interest of 15.0%, payable monthly in arrears, and mature on September 10, 2027 (the “Maturity Date”), and in certain circumstances and subject to shareholder approval, are convertible into common shares of the Company (“Common Shares”) at a price of US$7.00 per Common Share, subject to adjustment (the “Conversion Price”). The Conversion Price is subject to customary anti-dilution provisions and an additional downward adjustment (the “Ratchet”) if the Company completes an equity raise prior to the Maturity Date at an issue price per Common Share that is less than the Conversion Price.

Pursuant to the rules and policies of the Toronto Stock Exchange (the “TSX”), the conversion rights and certain related terms (including the Ratchet) require shareholder approval. Notably, Section 611 of the TSX Company Manual generally requires shareholder approval where the common shares issuable in payment of the purchase price for an acquisition (including in a concurrent private placement upon which the acquisition is contingent or otherwise linked) exceeds 25% of the number of common shares that are outstanding, on a non-diluted basis. As of September 10, 2026, there were 997,219 outstanding Common Shares. If the Debentures issued in today’s closing were converted in full at the Conversion Price, it would result in the issuance of approximately 850,000 additional Common Shares (or approximately 85% of the currently outstanding Common Shares). The Company has agreed to call a meeting of shareholders (the “Meeting”) within six months to seek the necessary approvals. Additional details will be provided in a forthcoming management information circular, which, once filed, will be available on SEDAR+ at www.sedarplus.ca.

If all necessary shareholder and TSX approvals (the “Required Approvals”) are obtained, the Company may, in its sole discretion, require the conversion of all or any portion of the aggregate principal amount of Debentures into Common Shares at the Conversion Price. The Company’s conversion right is not conditional on the Common Shares trading above a specified market price or satisfying a minimum trading-volume or liquidity threshold.

Following the Meeting, whether or not the Required Approvals are obtained, the Company will have a right at any time to repay all or any portion of the Debentures in cash, at par, provided that, if the Company seeks to repay the Debentures in cash (whether as an early repayment or at Maturity), each of the holder of Debentures will, subject to receipt of the Required Approvals, first have the option to convert at the Conversion Price. Interest will, in all cases, be paid in cash.

Certain directors and officers (the “related parties”) of the Company are participating in the Offering for an aggregate principal amount of approximately US$1.3 million, and accordingly the Offering is a “related party transaction” within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Additional demand from insiders of the Company could not be met, as the Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that at the time the Offering was agreed to, neither the fair market value of the Debentures nor the consideration paid therefor, insofar as it involved the related parties, exceeds 25% of the Company’s market capitalization (as determined as at the end of August in accordance with MI 61-101). Additional details will be provided in a forthcoming material change report, which, once filed, will be available on SEDAR+ at www.sedarplus.ca.

In connection with this closing, the Company agreed to pay finders’ fees (a “Finder’s Fee”) on certain subscriptions, which Finder’s Fees may be satisfied in cash or through the issuance of Debentures. Total Finder’s Fees for the closing amounted to US$181,250 aggregate principal amount of Debentures. Any Debentures issued as Finder’s Fees will be counted towards the maximum aggregate principal amount of US$20,000,000.

The Debentures (and Common Shares issuable upon conversion of the Debentures) are subject to a four-month hold period under Canadian securities laws.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release in the United States. Such securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and, accordingly, may not be offered or sold within the United States, or to or for the account or benefit of persons in the United States or “U.S. Persons”, as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.

About COSCIENS Biopharma Inc.

COSCIENS Biopharma Inc. is a holding company operating through its subsidiaries, including Ceapro Inc. (“Ceapro”) and Nualtis^TM.

Ceapro is focused on the development and commercialization of natural, plant-based active ingredients derived from oats and other renewable plant resources, using proprietary manufacturing and extraction technologies. Ceapro’s primary active ingredient business activities relate to the development and commercialization of natural products for the personal care, cosmetic, human and animal health industries.

Nualtis is a specialty pharmaceutical technology business focused primarily on proprietary oral thin-film drug delivery technologies. Its business model includes pharmaceutical formulation development, analytical and regulatory support services, contract development and manufacturing activities, partner-sponsored development programs and commercial product manufacturing.

The Company’s common shares are listed on the TSX under the symbol “CSCI” and are listed and posted for trading on the OTCQB^® Venture Market under the symbol “CSCIF”. For more information, please visit COSCIENS’ website at www.cosciensbio.com.

Forward-Looking Statements

Certain statements in this news release constitute “forward-looking statements” and/or “forward-looking information” under applicable 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. Specific forward-looking statements in this document include, but are not limited to, statements relating to: the expected benefits of the Nualtis acquisition; the timing and outcome of regulatory submissions, approvals and related commercialization activities for Nualtis’ product pipeline; the growth of the markets in which Nualtis’ product pipeline operates; manufacturing validation, scale-up and commercialization readiness for Nualtis’ product pipeline; the anticipated revenue and other potential economic contributions associated with Nualtis’ product pipeline; the timing, number and nature of expected commercial product launches from Nualtis’ product pipeline; the development, regulatory pathway, commercialization and market opportunity for Nualtis’ human and animal health programs; the expectation of and timing to complete additional tranches of the Offering; the conversion, repayment and potential dilution associated with the Debentures; the timing to hold the Meeting to receive the Required Approvals; the Company’s ability to fund the Deferred Payment and maintain sufficient liquidity following completion of the Offering; and the plans, objectives, future outlook and financial position of the Company in general. All forward-looking statements are given pursuant to the “safe harbour” provisions of applicable securities legislation.

The forward-looking statements and financial outlook information contained in this news release are based on a number of material factors, expectations, assumptions and estimates made by the Company in light of its experience and perception of historical trends, current conditions and expected future developments, including, without limitation, assumptions regarding: the successful integration of Nualtis into the Company’s operations; the ability of Nualtis and its partners to continue to perform their respective contractual obligations and maintain existing commercial relationships; the continued validity, enforceability and availability of applicable intellectual property rights; the ability of Nualtis and its partners to successfully complete development activities, clinical studies, analytical work, manufacturing validation and scale-up activities within anticipated timelines; the ability of Nualtis to find commercial partners for products in its pipeline; the timely submission, review and receipt of required regulatory approvals; the absence of material adverse regulatory findings, manufacturing deficiencies, safety concerns, intellectual property disputes or litigation outcomes (including ongoing patent litigation relating to Belbuca^®) that would materially delay or prevent commercialization; the ability of Nualtis’ partners to successfully commercialize, market and distribute products incorporating Nualtis’ technology; expected market acceptance of such products; contractual economics under existing and future partner arrangements being in line with expectations; the availability of sufficient manufacturing capacity; the absence of material launch delays or partner non-performance; the capacity of Nualtis’ partners to fund, market, distribute and commercialize applicable products as expected; the ability of the Company to complete additional tranches of the Offering and otherwise satisfy the Deferred Payment and other funding requirements; the availability of capital on acceptable terms; prevailing economic, market, industry and regulatory conditions; and the continued execution of the Company’s strategic plans.

Actual results may differ materially from those expressed or implied by the forward-looking statements contained herein. Factors that could cause actual results to differ materially include, without limitation: risks associated with the integration of Nualtis; failure to realize anticipated benefits of the acquisition; delays in, or failure to obtain, required regulatory approvals; unsuccessful clinical, development or validation activities; manufacturing, scale-up or supply-chain challenges or the inability to finance any required capex expenditures; the inability of Nualtis or its partners to successfully commercialize products or achieve anticipated market acceptance; adverse intellectual property developments, including litigation outcomes; the failure of current or future partners to perform as expected; delays in, or failure to achieve, anticipated product launches; the inability to enter into, maintain or expand partner or commercialization arrangements on acceptable terms or at all; changes in market conditions, competitive dynamics, pricing, reimbursement or customer demand; the inability to complete additional tranches of the Offering or otherwise obtain sufficient financing; the inability to satisfy the Deferred Payment when due; dilution resulting from the Debentures; general economic, geopolitical, market or industry conditions; and the other risk factors described in the Company’s public disclosure documents filed on SEDAR+.

Certain forward-looking statements contained herein, including estimates regarding anticipated revenue, commercialization timing and potential economic contribution of products in the Nualtis pipeline, may constitute a “financial outlook” within the meaning of applicable securities laws. Such financial outlook is based on the assumptions described above, together with assumptions regarding launch timing, manufacturing capacity, anticipated production volumes, partner commercialization activities, market penetration, pricing, royalty rates and other contractual economics. The financial outlook is provided solely to assist readers in evaluating the potential contribution of the applicable product to Nualtis’ business if commercialization occurs and may not be appropriate for any other purpose. There can be no assurance that the assumptions underlying such financial outlook will prove correct, and actual results may differ materially from those reflected therein. Readers are cautioned that such financial outlook information contained herein should not be used for purposes other than for which it is disclosed.

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.

Issuer Contact:

Peter H. Puccetti
Chief Executive Officer and Chairman of the Board
ppuccetti@cosciensbio.com

Giuliano La Fratta
Chief Financial Officer
glafratta@cosciensbio.com

Investor Contact:

IR@cosciensbio.com

---

¹ Source: Skyquest Technology. https://www.skyquestt.com/report/oral-thin-films-market.
² Source: American Migraine Foundation. Migraine and Headache Awareness Month 2025. https://americanmigrainefoundation.org/migraine-and-headache-awareness-month-2/
³ Source: Grand View Research. Migraine Drugs Market (2026 – 2033). https://www.grandviewresearch.com/industry-analysis/migraine-drugs-market
⁴ Source: Collegium Pharmaceutical, Inc Corporate press release, [Feb. 26, 2026].

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How is the Nualtis acquisition structured beyond the upfront payment?

Beyond the US$15 million cash purchase price, COSCIENS will pay US$9 million at closing and US$6 million as a deferred payment within six months, both subject to customary adjustments. The seller is also eligible for up to four earn-out payments for financial years 2027–2030, each equal to 10% of Nualtis’ EBITDA as adjusted under the purchase agreement, subject to additional adjustments specified there.

What are the key features of Nualtis’ product platforms and pipeline?

Nualtis develops oral thin film drugs using two proprietary platforms: VersaFilm® for human therapeutics and VetaFilm® for veterinary applications. These fast-dissolving films offer an alternative to tablets and are typically applied to APIs with known safety profiles to reduce development time and cost. Its pipeline spans generic, branded, OTC and prescription products at stages from early R&D to near-term commercial launches in both human and animal health.

What is notable about the RizaFilm® migraine product?

RizaFilm® is a proprietary prescription oral thin film containing rizatriptan benzoate and is described as the first and only FDA-approved oral dissolvable film for migraine in the United States. It was approved for adults (10 mg) in April 2023 and pediatric patients (5 mg) in February 2026. Gensco Pharma holds global rights, has announced a U.S. launch in October 2026, and Nualtis will manufacture the product under a patent with substantial remaining exclusivity.

What are the detailed terms of COSCIENS’ convertible debentures?

The unsecured debentures bear 15.0% annual interest, payable monthly in arrears, and mature on September 10, 2027. Subject to shareholder and TSX approvals, they are convertible into COSCIENS common shares at US$7.00 per share, with customary anti-dilution provisions and a potential downward price adjustment if the company later issues equity below that price. Interest is always paid in cash, and any early or maturity cash repayment gives holders, if approvals are obtained, an option to convert first.

Why is shareholder and TSX approval required for conversion of the debentures?

Under TSX rules, including Section 611 of the TSX Company Manual, shareholder approval is generally required when shares issued for an acquisition, including in a linked private placement, exceed 25% of currently outstanding shares. As of September 10, 2026, COSCIENS had 997,219 common shares outstanding, and full conversion of the debentures issued in the first tranche at US$7.00 would create approximately 850,000 additional shares, about 85% of the current count. COSCIENS will call a shareholder meeting within six months to seek the required shareholder and TSX approvals.

How are related parties involved in the financing, and how is MI 61-101 addressed?

Certain directors and officers are participating in the offering for an aggregate principal amount of approximately US$1.3 million, making it a related party transaction under MI 61-101. COSCIENS relies on exemptions from formal valuation and minority approval requirements in sections 5.5(a) and 5.7(1)(a) of MI 61-101 because, when the offering was agreed, neither the fair market value of debentures issued to related parties nor their consideration exceeded 25% of the company’s market capitalization, as determined at the end of August.

Are there any restrictions or fees associated with the debentures?

The debentures and any common shares issued on conversion are subject to a four-month hold period under Canadian securities laws. COSCIENS has agreed to pay finder’s fees on certain subscriptions, which may be settled in cash or by issuing debentures. For the initial closing, total finder’s fees were US$181,250 principal amount of debentures, counted toward the maximum aggregate principal amount of US$20 million.