COSCIENS Biopharma (CSCI) terminates F-1 offering, deregisters 14.46M units

Rhea-AI Filing Summary

COSCIENS Biopharma Inc. terminates the Form F-1 offering that had registered up to 14,457,831 units with a proposed aggregate offering price of up to $12,000,000.

This Post-Effective Amendment No. 6 deregisters and removes from registration any unsold registered Units, Pre-Funded Units, Common Warrants, Placement Agent Warrants and the underlying Shares as of the amendment's effectiveness.

Insights

Securities Attorney

Post-effective amendment terminates the registered offering and removes unsold securities.

The amendment confirms the company has ended the previously effective Form F-1 registration that covered up to 14,457,831 units and a proposed aggregate offering price of $12,000,000. The filing invokes the registrant's undertaking to remove unsold securities upon termination.

Cash‑flow treatment and any sales already completed are described in the prior registration; this amendment simply removes remaining unsold securities from registration effective upon the Commission's declaration.

Corporate Finance Analyst

Administrative deregisration reduces potential near‑term issuance from this shelf.

The registration previously covered Units, Pre‑Funded Units, Common Warrants and Placement Agent Warrants (including warrants equal to 7.0 of sold Shares). The amendment terminates the offering and removes unsold registered instruments.

Investor impact depends on whether any of the registered securities were sold under the original offering; follow-up filings may show issued amounts and proceeds realized.

Registration No. 333-239264

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.6 TO

FORM F-1

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		2834		N/A
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(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, including zip code, and telephone number,

Including area code, 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, including zip code, and telephone number,

Including area code, 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 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 post-effective amendment filed pursuant to Rule 462(d) 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. ☐

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 June 18, 2020, COSCIENS Biopharma Inc. (f/k/a Aeterna Zentaris Inc. ) (the “Company”) filed a Registration Statement on Form F-1 (File No. 333-239264) (the “Registration Statement”), which was declared effective by the U.S. Securities and Exchange Commission (the “Commission”) on July 1, 2020, initially registering the sale from time to time, in one or more offerings (collectively, the “Offering”) of (i) up to 14,457,831 units (“Units”), each Unit consisting of one common share, no par value per share, of the Company (“Shares”), and one common warrant to purchase one Share (“Common Warrants”) having a proposed maximum aggregate offering price of up to $12,000,000, (ii) up to 14,457,831 pre-funded units (“Pre-Funded Units”), each Pre-Funded Unit consisting of one pre-funded warrant to purchase one Share (“Pre-funded Warrants”) and one Common Warrant to purchase one Share having a proposed maximum aggregate offering price of up to $12,000,000, (iii) the Shares underlying the Pre-Funded Warrants, (iv) the Shares underlying the Common Warrants, (v) placement agent warrants (“Placement Agent Warrants”) to purchase a number of Shares equal to 7.0% of the number of Shares sold in the Offering (including the number of Shares underlying the Pre-Funded Warrants), and (vi) the Shares underlying the Placement Agent Warrants. The number of registered Units (and the Shares and Common Warrants included therein) sold in the Offering was reduced by the number of registered Pre-Funded Units (and the Pre-Funded Warrants and Comon Warrants included therein) sold in the Offering. Accordingly, no more than 14,457,831 registered Units and Pre-Funded Units were sold in the Offering in the aggregate. Because each of the registered Units and the registered Pre-Funded Units both included a Common Warrant therein, the aggregate number of Common Warrants sold in the Offering did not change as a result of such changes in the allocation of registered Units and registered Pre-Funded Units sold in the Offering. 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. 6 to Form F-1 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. 6 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. 6 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-1 and has duly caused this Post-Effective Amendment No. 6 to the Registration Statement on Form F-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Montreal, Province of Quebec, on this 13^th day of March, 2026.

	COSCIENS BIOPHARMA INC.
	By:	/s/ Giuliano La Fratta
	Name:	Giuliano La Fratta
	Title:	Chief Financial Officer

Note: No other person is required to sign this Post-Effective Amendment No. 6 to the Registration Statement in reliance upon Rule 478 promulgated under the Securities Act of 1933, as amended.

FAQ

What did COSCIENS Biopharma (CSCI) remove from registration?

The company removed unsold Units, Pre-Funded Units, Common Warrants, Placement Agent Warrants, and underlying Shares. The amendment states it deregisters any and all securities remaining unsold under Form F-1 as of the amendment's effectiveness.

How many units and what aggregate offering price were originally registered?

The original registration covered up to 14,457,831 units with a proposed aggregate offering price of $12,000,000. Those amounts were disclosed in the Registration Statement declared effective on July 1, 2020.

Does the amendment say whether any securities were sold prior to termination?

The amendment does not restate sale quantities here; it references the original offering and states the offering is terminated, removing any unsold securities. Prior sales and proceeds would remain recorded in earlier filing sections.

Are placement agent warrants affected by the deregistration?

Yes. The Post-Effective Amendment removes from registration any unsold Placement Agent Warrants (which were described as up to 7.0 of Shares sold in the Offering) and the underlying Shares.