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COSCIENS ANNOUNCES NEW CORPORATE PRESENTATION AND PROVIDES UPDATE ON CONVERTIBLE DEBENTURE OFFERING

Funds raised and existing cash already cover the remaining US$6 million Nualtis acquisition payment due in March 2027.

(Moderate)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

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COSCIENS Biopharma (CSCIF) has issued approximately US$12 million in convertible debentures through its ongoing private placement, alongside a corporate presentation update. The 15% unsecured debentures have a maximum aggregate offering size of US$20 million. Marketing is planned through mid-November unless that maximum is reached sooner.

Proceeds raised and existing cash are sufficient for the remaining US$6 million Nualtis acquisition payment due to AtaiBeckley in March 2027. Assuming the full offering is raised and converted with shareholder approval, COSCIENS estimates a pro forma market capitalization of approximately US$27 million and over US$7 million cash with no outstanding debt after that payment. The shareholder meeting is expected in December.

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4 points · 1 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

2 major · 3 points

Hollow bars mark forward-looking points. How the balance works

Positive

  • Major pointDebentures issued total approximately US$12 million in aggregate principal, providing financing. 1.7× market cap
  • Moderate point. Forward-looking: it has not happened yet and may not happen.COSCIENS plans continued marketing through mid-November, unless the US$20 million maximum is issued sooner. 2.9× market cap
  • Minor point. Forward-looking: it has not happened yet and may not happen.Offering proceeds and existing cash cover the remaining US$6 million acquisition payment due in March 2027.
  • Minor point. Forward-looking: it has not happened yet and may not happen.COSCIENS estimates over US$7 million cash and no outstanding debt after payment, assuming full fundraising and approved conversion.

Negative

  • Major pointIssued debentures carry 15% interest and add unsecured debt obligations.
  • Major point. Forward-looking: it has not happened yet and may not happen.The remaining Nualtis purchase price requires a US$6 million payment to AtaiBeckley in March 2027. 87% of market cap
  • Minor point. Forward-looking: it has not happened yet and may not happen.Conversion into common shares would dilute existing holders and requires shareholder approval at a meeting expected in December.

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

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TORONTO, ONTARIO, Oct. 19, 2026 (GLOBE NEWSWIRE) -- COSCIENS Biopharma Inc. (TSX: CSCI) (OTCQB: CSCIF) (“COSCIENS” or the “Company”) is pleased to announce the publication of a new corporate presentation, now available on its website at www.cosciensbio.com.

The presentation provides an overview of the Company and its operating subsidiaries, following the recent acquisition of Nualtis Corp. (“Nualtis“) and includes information relating to the ongoing private placement (the “Offering”) of 15% unsecured convertible debentures (the “Debentures”).

To date, COSCIENS has issued approximately US$12 million aggregate principal amount of Debentures and based on investor feedback and engagement, management is optimistic about the ability of the Company to raise additional funds in the coming weeks, subject to the maximum principal amount of US$20 million. Unless the maximum amount is issued sooner, the Company intends to continue marketing the Debentures through mid-November.

Funds raised to date in the Offering, along with COSCIENS’ pre-existing cash balance, are already sufficient to pay the remaining US$6 million due to AtaiBeckley in March 2027 as a deferred purchase price payment (the “Deferred Payment”) for the acquisition of Nualtis. However, COSCIENS strives to be well-capitalized with excess cash at all times. If the full US$20 million is raised in the aggregate and COSCIENS’ shareholders approve the conversion of the Debentures into common shares of COSCIENS at a shareholders’ meeting expected to be held in December, COSCIENS estimates that its pro forma market capitalization would be approximately US$27 million and the Company would have over US$7 million of cash-on-hand with no outstanding indebtedness (assuming conversion in full), after making the Deferred Payment in March.

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 NualtisTM.

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: expectations related to additional sales under the Offering and the pro forma market capitalization and cash position of the Company. 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 ability of the Company to complete additional tranches of the Offering and otherwise satisfy its ongoing operations and the availability of capital on acceptable terms; prevailing economic, market, industry and regulatory conditions; and the continued execution of the Company’s strategic plans.

Forward-looking statements involve known and unknown risks and uncertainties, and other factors which may cause the actual results, performance or achievements stated herein to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statement. Such risk factors are included under “Risk Factors” in our Annual Report and in other documents furnished to the SEC and in our other public disclosure filed under our profile on SEDAR+ at www.sedarplus.ca. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Many of these factors are beyond our control, and it is not possible for the Company to predict all of these factors, or to assess in advance the impact of each such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements contained herein, except as required by applicable securities laws.

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


FAQ

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

How much has COSCIENS raised in its convertible debenture offering?

COSCIENS has issued approximately US$12 million in aggregate principal amount of 15% unsecured convertible debentures. The offering has a maximum aggregate principal amount of US$20 million, and the company intends to continue marketing through mid-November unless the maximum is issued sooner.

What financial position does COSCIENS expect after the offering and Nualtis payment?

COSCIENS estimates over US$7 million in cash with no outstanding indebtedness after the deferred payment in March 2027, assuming the full US$20 million is raised and the debentures convert in full with shareholder approval. Under those conditions, estimated pro forma market capitalization would be approximately US$27 million.

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