Registration
No. 333-239019
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 |
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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 8, 2020, COSCIENS Biopharma Inc. (f/k/a Aeterna Zentaris Inc. ) (the “Company”) filed a Registration Statement on
Form F-1 (File No. 333-239019) (the “Registration Statement”), which was declared effective by the U.S. Securities and
Exchange Commission (the “Commission”) on June 16, 2020, initially registering the disposition from time to time by the
selling shareholders named in the Registration Statement of up to 6,177,174 common shares, no par value per share, of the Company
(“Shares”), consisting of (i) 3,325,000 Shares that may have been acquired upon exercise of outstanding unregistered
warrants previously issued by the Company in September 2019 which were exercisable until September 24, 2024, (ii) 2,608,696 Shares
that may have been acquired upon exercise of outstanding unregistered warrants previously issued by the Company in February 2020
which were exercisable until August 21, 2025, and (iii) 243,478 Shares that may have been acquired upon exercise of outstanding
unregistered warrants previously issued by the Company in February 2020 as placement agent consideration which were exercisable
until February 19, 2025. 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 13th day of March, 2026.
| |
COSCIENS BIOPHARMA INC. |
| |
|
|
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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. 6 to the Registration Statement in reliance upon Rule 478 promulgated
under the Securities Act of 1933, as amended.
