COSCIENS Biopharma Inc. SEC Filings

COSCIENS Biopharma Inc. has completed a share capital amendment combining a 1‑for‑150 consolidation of its common shares followed by a 50‑for‑1 split. This structure leaves continuing shareholders with one‑third of their pre‑consolidation interest, apart from rounding of any fractional positions.

Shareholders holding fewer than 150 common shares as of July 2, 2026 became entitled to receive US$1.60 in cash per pre‑consolidation share instead of participating in the split. The company expects its shares to begin trading on a post‑amendment basis on the Toronto Stock Exchange under the same symbol and notes that its shares also trade on the OTCQB Venture Market.

COSCIENS plans to file a Form 15 with the U.S. Securities and Exchange Commission on July 6, 2026, which is anticipated to suspend its reporting obligations under the U.S. Securities Exchange Act of 1934. After that filing, there is no assurance the common shares will remain eligible for trading on the OTCQB Venture Market or any other automated quotation system operated by a national securities association.

COSCIENS Biopharma Inc. is moving ahead with a share capital amendment that combines and then splits its common shares and is preparing to suspend U.S. reporting. Shareholders approved the plan on June 17, 2026.

The amendment will apply a 1‑for‑150 consolidation followed by a 50‑for‑1 split, effective on July 3, 2026. Holders of fewer than 150 common shares at that time will be bought out for US$1.60 per pre‑consolidation share, while larger holders will participate in the split and see their pre‑consolidation holdings reduced by a factor of three, subject to rounding. The company expects its shares to resume trading on the Toronto Stock Exchange on a post‑amendment basis within two business days of the effective date and plans to file Form 15 with the SEC to suspend its U.S. reporting obligations.

COSCIENS Biopharma Inc. reports results of its annual general and special meeting, where shareholders approved all proposals, including re‑electing the full slate of directors, re‑appointing Deloitte LLP as auditors, and authorizing a share capital amendment involving a share consolidation followed by a split.

The company also appointed Chairman Peter H. Puccetti, who had been Interim CEO since November, as its permanent full‑time President and CEO, effective immediately. Support for the share capital amendment reached about mid‑80% of votes cast, indicating strong backing from both all voters and minority shareholders.

COSCIENS Biopharma Inc. filed a Form 6-K as a foreign private issuer to report that its board of directors has called a Special Meeting of Shareholders and Management Proxy Circular.

The meeting is scheduled for June 17, 2026 at 9:30 a.m. Eastern time. Shareholders were sent a notice of the Circular and a form of proxy on or before May 21, 2026. The filing includes as exhibits the Notice of Annual and Special Meeting of Shareholders and Management Proxy Circular, dated May 18, 2026 (Exhibit 99.1), and the Form of Proxy (Exhibit 99.2).

COSCIENS Biopharma Inc. reported its first quarter ended March 31, 2026 and detailed several strategic changes. The company’s German subsidiaries, Aeterna Zentaris GmbH and Zentaris IVF GmbH, filed for insolvency in Germany on March 23, 2026. COSCIENS ceased control on March 27, 2026 and derecognized their assets and liabilities, recording total income from discontinued operations of $10.9 million for the quarter.

The company is pursuing a share reorganization, involving a share consolidation and subsequent share split, that could enable it to suspend U.S. reporting obligations under the Exchange Act. Shareholders will vote on this transaction at an annual general and special meeting set for June 17, 2026. COSCIENS also decided not to advance its AvenActive Phase 2a program after results were not statistically significant, and management highlighted a focus on cost savings and future growth opportunities.

COSCIENS Biopharma Inc. reported Q1 2026 revenue of $1.9M, up from $1.4M a year earlier, with gross margin improving to 42% from 27%. Continuing operations posted a small net loss of $0.2M, but total net income was $10.8M driven by a $10.9M gain from discontinuing and deconsolidating its loss-making German biopharmaceutical subsidiaries after they filed for insolvency.

The German exit eliminated about $10.6M in unfunded pension obligations and leaves COSCIENS focused on its oat-derived active ingredients business. However, the company highlights material uncertainty about its ability to continue as a going concern, citing sustained revenue declines in prior periods, ongoing operating losses and reliance on one U.S. distributor that represented 84% of Q1 2026 revenue and 86% of receivables.

At March 31, 2026, COSCIENS had cash of $5.0M, total assets of $18.8M and total liabilities sharply reduced to $3.5M, lifting shareholders’ equity to $15.3M from $3.8M at year-end 2025. Management is executing a cost-cutting plan, scaling back R&D and overheads, and expects existing cash and cash flows to fund operations for at least 12 months, while acknowledging that adverse developments could force further cuts.

The company is also pursuing a share reorganization to enable filing of Form 15-F and suspend SEC reporting obligations, while keeping its listing on the TSX and trading on the OTC Market and continuing to report under Canadian securities laws.

COSCIENS Biopharma Inc. has scheduled its annual general and special meeting of shareholders as a virtual meeting on June 17, 2026. The company set May 18, 2026 as the record date for notice, voting, and beneficial ownership determination, meaning only holders of common shares on that date are entitled to receive materials and vote. The filing also notes that proxy-related materials will not be sent directly to non-objecting beneficial owners, and the issuer will pay for delivery to objecting beneficial owners.

COSCIENS Biopharma Inc. is asking shareholders to approve a complex share capital change that will effectively cash out many small positions and allow the company to stop filing reports with the U.S. SEC. The plan combines a 1‑for‑150 consolidation with a 50‑for‑1 split. Holders with fewer than 150 shares in any registered position will be bought out for U.S.$1.60 per pre‑consolidation share, while others keep their stake and see their share count unchanged after the split. COSCIENS expects this to cut U.S. holders of record below 300, enabling a Form 15 filing and an estimated ~U.S.$1.9 million in annual cost savings, while its stock remains listed on the TSX and quoted on the OTCQB.

PETER PUCCETTI AND PUCCETTI FUNDS MANAGEMENT INC. have sharply reduced their reported stake in COSCIENS Biopharma Inc. to 15,687 common shares, representing about 0.5% of shares outstanding. This follows the sale of all of Puccetti’s indirect equity interest in Goodwood Inc., which managed Goodwood Fund.

Goodwood Fund previously held 241,570 COSCIENS shares that had been reported as beneficially owned by the reporting persons. After the transaction, Puccetti no longer owns or controls Goodwood, Goodwood Fund, or those shares, and a prior joint filing agreement among the parties has been terminated.

The filing confirms Puccetti’s remaining exposure is held indirectly through Puccetti Funds and that the group has ceased to beneficially own more than 5% of COSCIENS common stock, though Puccetti continues to serve as interim CEO and chair of the board.