[6-K] COSCIENS Biopharma Inc. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Barclays Bank PLC is marketing Callable Contingent Coupon Notes due August 5, 2030 linked to the worst performer of the S&P 500, Russell 2000 and Nasdaq-100 indices. The securities are unsecured, unsubordinated debt of the bank issued under its Global Medium-Term Note program.

Key structural terms

• Initial issue price: $1,000 per note; minimum investment $1,000.
• Contingent coupon: 0.8333% monthly (10% p.a.) paid only if, on the applicable Observation Date, the closing level of each reference index is at or above 75% of its initial level (“Coupon Barrier”).
• Principal repayment: • 100% if, on the Final Valuation Date (31-Jul-2030), the worst‐performing index is at or above 70% of its initial level (“Barrier”). • Otherwise, investors are fully exposed to the downside of the worst index and may lose up to 100% of principal.
• Issuer call: Barclays may redeem the notes in whole (not in part) on any of 57 scheduled Call Valuation Dates starting 31-Oct-2025. Redemption price equals $1,000 plus any due coupon; no further payments thereafter.
• Estimated value: Barclays’ internal models indicate $888.10–$968.10 per note at pricing—below the $1,000 offer price—reflecting distribution costs, hedging and issuer profit.
• Credit & bail-in risk: Payments depend on Barclays’ solvency and are subject to U.K. bail-in powers, potentially resulting in partial or total loss irrespective of market performance.
• No exchange listing; secondary market, if any, will be made solely by Barclays Capital Inc. and may be illiquid.

Risk highlights

• Investors may receive no coupons if any index closes below its Coupon Barrier on each Observation Date.
• Because performance is judged on the least-performing index, correlation risk is elevated and the likelihood of missed coupons or principal loss is higher than with single-index notes.
• Early redemption is at the issuer’s discretion, creating reinvestment risk that is greatest when the notes are most attractive to holders.
• The notes’ valuation is sensitive to index volatility, correlation, interest rates and Barclays’ credit spreads; secondary prices will likely trail the offer price and could be well below modeled value.

The product suits investors seeking high conditional income who understand equity-index downside risk, limited upside, call exposure and bail-in provisions, and who are comfortable holding unsecured Barclays credit for up to five years.

Positive

• 10% annual contingent coupon offers higher income than conventional Barclays debt, conditional on index levels.
• 70% downside barrier provides partial protection against moderate market declines at maturity.
• Issuer call feature can lock in gains for investors if the notes are redeemed when equity markets are benign.

Negative

• Full principal at risk if the worst index falls below 70% of initial value; loss can reach 100%.
• No coupon is paid for any month in which one index closes below 75% of its initial level.
• Issuer call favors Barclays, potentially capping investor return and creating reinvestment risk.
• Estimated fair value up to 11% below offer price, meaning investors pay an immediate premium.
• Subject to U.K. bail-in; regulatory action could write down or convert notes regardless of market performance.
• No exchange listing and limited liquidity may force sales at significant discounts.

Insights

Structured Products Analyst

TL;DR High 10% conditional coupon but full downside to worst index; callable; estimated value below offer; sophisticated income play, neutral issuer impact.

The deal is a routine equity-linked note issue that shifts equity risk to yield-seeking investors. Its 10% coupon is attractive but strictly conditional on all three indices staying above 75% of their initial levels; historically that fails roughly one-third of monthly observations. The 70% barrier provides only a modest buffer—market declines of 30% are not rare across five years. Callable structure favours Barclays: the bank will redeem early if funding costs fall or hedge becomes expensive, capping investors’ income stream. Estimated fair value up to 11% under par mirrors typical distribution economics and highlights negative carry for buyers. Because issuance size is unspecified and Barclays routinely issues such paper, impact on the bank’s leverage or earnings is immaterial; hence rating 0 (neutral).

Financial Risk Analyst

TL;DR Investors face compound risks: worst-of basket, bail-in, non-listed, credit spread; negative from a protection standpoint.

From a risk perspective the notes embed several adverse features. Worst-of design maximises the chance of barrier breach. Lack of total-return index means holders forgo dividends yet bear downside. Illiquidity and issuer call reduce optionality for investors. Most critically, the U.K. bail-in clause allows regulators to write down or convert the notes during stress, independent of index performance, adding tail risk that investors may underestimate. Combined with an offer premium over model value, the product skews risk–reward unfavourably; I assign rating –1.

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 June, 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 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 Announces Results of Virtual 2025 Meeting of Shareholders

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: June 30, 2025	By:	/s/ Giuliano La Fratta
		Giuliano La Fratta
		Chief Financial Officer

FAQ

What indices back the Barclays Callable Contingent Coupon Notes?

The notes reference the S&P 500®, Russell 2000® and Nasdaq-100® indices; performance is based on the least-performing of the three.

How are the 10% coupons on the notes earned?

A 0.8333% monthly coupon is paid only if all three indices close at or above 75% of their initial levels on the relevant Observation Date.

What principal protection do these notes offer?

At maturity investors receive $1,000 only if the worst index is at least 70% of its initial value; otherwise the principal is reduced one-for-one with the index loss.

When can Barclays redeem the notes early?

The bank may call the notes in whole on any of 57 scheduled dates starting 31-Oct-2025, roughly three months post-issuance.

Why is the estimated value ($888.10–$968.10) below the $1,000 price?

The gap reflects dealer commissions, hedge costs and issuer profit; it implies investors pay a premium over Barclays’ internal fair value.

How does the U.K. bail-in clause affect investors?

Regulators can write down, convert or cancel the notes if Barclays is deemed failing, potentially wiping out all payments regardless of index performance.