COSCIENS Biopharma (CSCI) furnishes Q2 2025 results on Form 6-K

Rhea-AI Filing Summary

COSCIENS Biopharma Inc. furnished a Form 6-K as a foreign private issuer for August 2025, primarily to provide investors with its second quarter 2025 information package. The filing incorporates Exhibits 99.1 through 99.4 into the company’s existing Form S-8 registration statements, so these Q2 materials become part of the documents used for its equity compensation plans.

The exhibits include condensed interim consolidated financial statements for Q2 2025, management’s discussion and analysis of financial condition and results of operations for the same period, and certifications from the chief executive officer and principal financial officer under Canadian National Instrument 52-109. The report also contains an extensive forward-looking statements section outlining business expectations and key risk areas, and it directs readers to the latest Form 20-F and other SEC filings for additional risk factors.

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):

Exhibit 99.1, 99.2, 99.3, and 99.4 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and shall be deemed to be a part thereof from the date on which this Report on Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.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 Condensed Interim Consolidated Financial Statements – Second Quarter 2025 (Q2)
99.2		COSCIENS Biopharma Management’s Discussion and Analysis of Financial Condition and Results of Operations – Second Quarter 2025 (Q2)
99.3		Certification of the Chief Executive Officer pursuant to National Instrument 52-109
99.4		Certification of the Principal Financial Officer pursuant to National Instrument 52-109

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

FAQ

What does COSCIENS Biopharma (CSCI) report in this Form 6-K?

The Form 6-K furnishes COSCIENS Biopharma’s second quarter 2025 materials, including condensed interim consolidated financial statements, Q2 management’s discussion and analysis, and related officer certifications.

Which Q2 2025 documents are attached as exhibits to COSCIENS Biopharma’s Form 6-K?

The exhibits are: 99.1 condensed interim consolidated financial statements for Q2 2025, 99.2 management’s discussion and analysis for Q2 2025, and 99.3 and 99.4 CEO and principal financial officer certifications under National Instrument 52-109.

How does this Form 6-K affect COSCIENS Biopharma’s Form S-8 registration statements?

Exhibits 99.1, 99.2, 99.3, and 99.4 are incorporated by reference into COSCIENS Biopharma’s Form S-8 registration statements, and are deemed part of those registration statements from the date this Form 6-K is furnished.

What forward-looking information does COSCIENS Biopharma highlight in this filing?

The filing notes forward-looking statements about expected benefits and synergies of the combined company, its assets, cost structure, financial position, cash flows, and growth prospects, all subject to numerous risks and uncertainties.

Which risk topics are emphasized in COSCIENS Biopharma’s cautionary statements?

The cautionary statements mention areas such as patented technologies and products, extraction and commercialization of active ingredients, oat-based pipeline development, Macrilen plans, business strategy, sunsetting certain programs, facility completion, clinical studies, liquidity and capital resources, internal controls, and the company’s overall outlook and financial position.

Where can investors find additional COSCIENS Biopharma risk factors beyond this Form 6-K?

Additional risk factors are identified in Item 3 “Key Information – Risk Factors” of COSCIENS Biopharma’s most recent Annual Report on Form 20-F and in its other SEC filings, which are available on the company’s website at www.cosciensbio.com.