Registration
No. 333-254680
As
filed with the Securities and Exchange Commission on March 13, 2026
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM
F-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
COSCIENS
Biopharma Inc.
(f/k/a
Aeterna Zentaris Inc.)
(Exact
name of registrant as specified in its charter)
N/A
(Translation
of Registrant’s name into English)
| Canada |
|
N/A |
|
(State
or other jurisdiction
of
incorporation or
organization) |
|
(I.R.S.
Employer
Identification
Number) |
c/o
Borden Ladner Gervais, LLP
22
Adelaide St. West, Suite 3409
Bay
Adelaide Centre, East Tower
Toronto
ON M5H YE3, Canada
(Address
and telephone number of Registrant’s principal executive offices)
Giuliano
La Fratta
Chief
Financial Officer
COSCIENS
Biopharma Inc.
c/o
Borden Ladner Gervais, LLP
22
Adelaide St. West, Suite 3409
Bay
Adelaide Centre, East Tower
Toronto
ON M5H YE3, Canada
Telephone:
(843) 900-3223
(Name,
address and telephone number of agent for service)
Copies
to:
Scott
R. Saks, Esq.
Norton
Rose Fulbright US LLP
1301
Avenue of the Americas
New
York, New York 10019-6022
Telephone:
(212) 318-3151
Approximate
date of commencement of proposed sale to the public: Not applicable.
If only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ☐
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities
pursuant to Rule 4123(b) under the Securities Act, check
the following box. ☐
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging
growth company ☐
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided
pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
†
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5, 2012.
EXPLANATORY
NOTE
DEREGISTRATION
OF SECURITIES
On March 25, 2021, COSCIENS Biopharma Inc.
(f/k/a Aeterna Zentaris Inc. ) (the “Company”) filed a Registration Statement on Form F-3 (File No. 333-254680) (the
“Registration Statement”), which was declared effective by the U.S. Securities and Exchange Commission (the
“Commission”) on April 6, 2021, initially registering the disposition from time to time by the selling shareholders
named in the Registration Statement of up to 1,651,034 common shares, no par value per share, of the Company (“Shares”),
that may have been acquired upon exercise of outstanding unregistered warrants previously issued by the Company in February 2021 as
underwriter consideration which were exercisable until February 17, 2026. All Shares of the Company carry rights to purchase additional Shares pursuant to a Shareholder Rights Plan Agreement
between the Company and Computershare Trust Company of Canada. Such purchase rights are attached to and trade with the Shares. The Registration
Statement also registered the purchase rights attached to the Shares registered under the Registration Statement.
This
Post-Effective Amendment No. 1 to Form F-3 relates to the Registration Statement. The Company has terminated the offering of the securities
pursuant to the Registration Statement in the United States. In accordance with undertakings contained in the Registration Statement
to remove by means of a post-effective amendment any securities that remain unsold at the termination of the offering, this Post-Effective
Amendment No. 1 hereby terminates the effectiveness of the Registration Statement and removes from registration any and all of such securities
registered and remaining unsold under the Registration Statement as of the date this Post-Effective Amendment No. 1 is declared effective
by the Commission.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, and Rule 478 promulgated thereunder, the Registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement on Form F-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Montreal, Province of Quebec, on this 13th day of March, 2026.
| |
COSCIENS BIOPHARMA INC. |
| |
|
|
| |
By: |
/s/ Giuliano
La Fratta |
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Name: |
Giuliano La Fratta |
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Title: |
Chief Financial Officer |
Note:
No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 promulgated
under the Securities Act of 1933, as amended.
