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 OF THE SECURITIES EXCHANGE ACT OF 1934
For
the month of August, 2025
Commission
File Number: 001-38064
COSCIENS
Biopharma Inc.
(Translation
of registrant’s name into English)
c/o
Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, Toronto ON M5K 1E7
(Address
of principal executive office)
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 ☒ 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):
On
August 14, 2025, COSCIENS Biopharma Inc. (the “Company”) issued a press release announcing its second quarter 2025 financial
results and providing a strategic initiatives update, including its plan to voluntarily delist from the Nasdaq Capital Market, while
retaining the Company’s listing on the Toronto Stock Exchange. A copy of the press release is attached to this Form 6-K as Exhibit
99.1 and is incorporated by reference herein. The press release contains forward-looking statements and includes cautionary statements
identifying important factors that could cause actual results to differ materially from those in the forward-looking statements.
Exhibit
99.1 included with this Report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statements on Form
S-8 (No. 333-224737, No. 333-210561, No. 333-200834 and No. 333-279844) (collectively, the “Registration Statements”) and
shall be deemed to be a part thereof from the date on which this Report on Form 6-K is furnished, to the extent not superseded by documents
or reports subsequently filed or furnished. The information contained on any websites referenced in Exhibit 99.1 included with this Report
on Form 6-K is not incorporated by reference or deemed to be a part of this Report on Form 6-K or any of the Registration Statements.
Forward-Looking
Statements
The
information in this Report on Form 6-K and the exhibit attached hereto and incorporated herein by reference include forward-looking statements
within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, specifically Section 27A of the U.S. Securities Act
of 1933, as amended, Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and under the provisions of Canadian securities
laws. These forward-looking statements involve a number of known and unknown risks, uncertainties and other factors that could cause
actual results and outcomes to be materially different from historical results or from any future results expressed or implied by such
forward-looking statements.
Forward-looking
statements include, but are not limited to, those relating to the Company’s expectations regarding the anticipated benefits and
synergies as well as the assets, cost structure, financial position, cash flows and growth prospects of the combined company.
Risks
and factors that could cause actual results or outcomes to differ materially from expectations include, among others, the following:
| ● |
the Company’s patented
technologies and value-driving products, and development thereof; |
| ● |
the extraction, production
and commercialization of active ingredients from natural sources and our ability to successfully market related products; |
| ● |
the successful development
and marketing of our oat-based pipeline products, including oat-beta glucan, avenanthramides and beta glucan from yeast, as well
as such products’ capability to address unmet needs within the nutraceuticals markets; |
| ● |
Macrilen® (macimorelin)
and the Company’s plans in respect of same, including commercialization. |
| ● |
the Company’s business
strategy; |
| ● |
the strategic decision
to sunset the Company’s Amyotrophic Lateral Sclerosis (ALS), AIM Biologicals and Delayed Clearance Parathyroid Hormone (DC-PTH)
programs ; |
| ● |
the transition to a new
presidential administration in the United States, including the potential use and effects of tariffs to address the administration’s
policy goals, could materially impact our costs and revenues, as well as the macroeconomic framework in which we operate. |
| ● |
the Company’s positioning
in its target markets; |
| ● |
the Company’s ability
to accelerate the scale-up of PGX Technology towards commercial levels; |
| ● |
expectations for completion
of the Company’s Edmonton facility and Natex Termitz facility; |
| ● |
pre-clinical and clinical
studies and trials and their expected timing and results, including the potential to bring certain products to market following such
studies and trials; |
| ● |
the ability of our pharmaceutical
therapeutic assets to address unmet medical needs across a number of indications; |
| ● |
management’s assumptions,
estimates and judgements; |
| ● |
liquidity and capital resources; |
| ● |
adequacy of our financial
resources to finance operations and expenditure requirements; |
| ● |
limitations on internal
controls over financial reporting; and |
| ● |
the plans, objectives,
future outlook and financial position of the Company in general. |
Additional
risk factors that could cause actual results to differ materially include those risks identified in Item 3. “Key Information –
Risk Factors” contained in the Company’s most recent Annual Report on Form 20-F filed with the SEC and its other filings
and submissions from time to time, including those containing its quarterly and annual results, with the SEC, which are available on
the Company’s website located at www.cosciensbio.com.
Many
of these risks and factors are beyond the Company’s control. The Company cautions you not to place undue reliance on these forward-looking
statements. All written and oral forward-looking statements attributable to the Company or persons acting on their behalf, are qualified
in their entirety by these cautionary statements. Moreover, unless required by law to update these statements, the Company will not necessarily
update any of these statements after the date hereof, either to conform them to actual results or to changes in their expectation.
DOCUMENTS
INDEX
| Exhibit |
|
Description |
| 99.1 |
|
COSCIENS Biopharma Inc. Reports Second Quarter 2025 Financial Results and Provides Strategic Initiatives Update |
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.
| |
COSCIENS
Biopharma Inc. |
| |
|
|
| Date: August 14, 2025 |
By: |
/s/
Giuliano La Fratta |
| |
|
Giuliano La Fratta |
| |
|
Chief Financial Officer |
