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COSCIENS Biopharma (CSCI) schedules April 7, 2026 virtual special meeting

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(Neutral)
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(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

COSCIENS Biopharma Inc. filed a report describing an upcoming special meeting of its security holders. The company, through its transfer agent Computershare, set March 3, 2026 as the record date for notice and voting, with the meeting scheduled for April 7, 2026 as a virtual event.

The filing also reiterates extensive forward-looking statement cautions, highlighting risks related to its patented technologies, nutraceutical and pharmaceutical product development, facility build-outs, liquidity and capital resources, and overall business strategy. Common shares are identified as the voting security for this special meeting.

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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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of February, 2026

 

Commission File Number: 001-38064

 

COSCIENS Biopharma Inc.

(Translation of registrant’s name into English)

 

c/o Borden Ladner Gervais, LLP

22 Adelaide St. West, Suite 3400

Bay Adelaide Centre, East Tower

Toronto ON M5H 4E3

(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 ☐

 

 

 

 

 

 

On February 13, 2025, COSCIENS Biopharma Inc. (the “Company”) issued a press release announcing Notice of Meeting Record dated February 13, 2026. 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.

 

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   Notice of Meeting Record Date dated February 13, 2026

 

 

 

 

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: February 13, 2026 By: /s/ Giuliano La Fratta
  Name: Giuliano La Fratta
  Title: Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

February 13, 2026


650 De Maisonneuve Blvd., 7th Floor

Montreal QC, H3A 3T2

www.computershare.com

 

To: All Canadian Securities Regulatory Authorities

 

Subject: COSCIENS Biopharma Inc.

 

Dear Sir/Madam:

 

We advise of the following with respect to the upcoming Meeting of Security Holders for the subject Issuer:

 

Meeting Type : Special Meeting
Record Date for Notice of Meeting : March 3, 2026
Record Date for Voting (if applicable) : March 3, 2026
Beneficial Ownership Determination Date : March 3, 2026
Meeting Date : April 7, 2026
Meeting Location (if available) : Virtual Meeting
Issuer sending proxy related materials directly to NOBO: No
Issuer paying for delivery to OBO: Yes
 
Notice and Access (NAA) Requirements:
NAA for Beneficial Holders No
NAA for Registered Holders No

 

Voting Security Details:

 

Description CUSIP Number ISIN
COMMON SHARES 22112H101 CA22112H1010

 

Sincerely,

 

Computershare

Agent for COSCIENS Biopharma Inc.

 

 

 

FAQ

What did COSCIENS Biopharma Inc. (CSCI) announce in this 6-K filing?

COSCIENS Biopharma Inc. announced key dates for a special meeting of security holders, including record and meeting dates. The filing also incorporates forward-looking statement cautions covering technology development, product pipelines, facilities, liquidity, and overall business strategy risks for investors to consider.

When is the COSCIENS Biopharma Inc. (CSCI) special meeting scheduled?

The special meeting of COSCIENS Biopharma Inc. security holders is scheduled for April 7, 2026, as a virtual meeting. The filing specifies that this meeting will be held online, with further details to be provided through proxy and meeting materials distributed to eligible holders.

What is the record date for voting at COSCIENS Biopharma Inc.’s (CSCI) special meeting?

The record date for both notice of meeting and voting is March 3, 2026. Only holders of COSCIENS Biopharma Inc. common shares as of this date will be entitled to receive meeting materials and vote at the April 7, 2026 virtual special meeting.

Which securities can vote at the COSCIENS Biopharma Inc. (CSCI) special meeting?

The filing lists COSCIENS Biopharma Inc. COMMON SHARES, identified by CUSIP 22112H101 and ISIN CA22112H1010, as the voting securities. Holders of these common shares as of the March 3, 2026 record date will be eligible to participate in and vote at the special meeting.

How will proxy-related materials be delivered for the COSCIENS Biopharma Inc. (CSCI) meeting?

The issuer will not use Notice and Access for beneficial or registered holders and will not send proxy materials directly to NOBO holders. COSCIENS Biopharma Inc. will pay for delivery to OBO holders, with Computershare acting as the agent coordinating these distributions.

What forward-looking risks does COSCIENS Biopharma Inc. (CSCI) highlight in this filing?

COSCIENS Biopharma Inc. highlights risks around patented technologies, oat-based and yeast-based pipeline products, Macrilen® commercialization, facility completion, clinical studies, liquidity, capital resources, and internal controls. These factors may cause actual results to differ materially from forward-looking statements contained in the information referenced.

Filing Exhibits & Attachments

2 documents
Cosciens Biopharma

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