COSCIENS COMPLETES SECOND TRANCHE OF CONVERTIBLE DEBENTURE OFFERING
COSCIENS Biopharma advances its planned US$20 million convertible debenture financing but still requires shareholder approval for key conversion terms.
Rhea-AI Summary
COSCIENS Biopharma (CSCIF) closed the second tranche of its non-brokered private placement of 15% unsecured convertible debentures, bringing the aggregate principal amount issued to approximately US$10,706,250.
The Offering contemplates up to US$20 million of debentures, and COSCIENS expects to close one or more additional tranches in the coming weeks, subject to customary conditions. Under Toronto Stock Exchange rules, the conversion rights and certain related terms of the debentures require shareholder approval, which the company plans to seek at a meeting to be held within six months. Finder’s fees for the second tranche totalled US$35,000 in debentures and US$100,000 in cash, and all debentures and underlying common shares are subject to a four‑month Canadian securities law hold period.
Positive
- Aggregate financing to date US$10,706,250 in 15% unsecured convertible debentures
- Target offering size up to US$20,000,000 principal amount of debentures
Negative
- High coupon 15% unsecured convertible debentures increase interest expense
- Further tranches are not assured, remaining subject to customary closing conditions
- Conversion rights and related terms require shareholder approval, adding execution risk
AI-generated analysis. How Rhea-AI works. Not financial advice.
TORONTO, ONTARIO, Sept. 16, 2026 (GLOBE NEWSWIRE) -- COSCIENS Biopharma Inc. (TSX: CSCI) (OTCQB: CSCIF) (“COSCIENS” or the “Company”) is pleased to announce, further to the press release dated September 10, 2026, the closing of the second tranche of a non-brokered private placement of the
In the second tranche of the Offering, the Company issued additional unsecured convertible debentures (the “Debentures”) in an aggregate principal amount of US
As previously disclosed, pursuant to the rules and policies of the Toronto Stock Exchange (the “TSX”), the conversion rights and certain related terms of the Debentures require shareholder approval. 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.
In connection with the second tranche, 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 second tranche amounted to US
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™.
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 expectation of and timing to complete additional tranches of the Offering; the timing to hold the Meeting to receive any required approvals; 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 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
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