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.