Small COSCIENS (OTCQB: CSCIF) holders get US$1.60 cash-out in recap
Rhea-AI Filing Summary
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.
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Insights
COSCIENS is restructuring its share capital and preparing to exit U.S. reporting.
COSCIENS is executing a 1‑for‑150 consolidation followed by a 50‑for‑1 split, with small holders under 150 shares receiving US$1.60 per pre‑consolidation share in cash. Larger holders remain invested but with their positions effectively divided by three.
The company also plans to file Form 15 to suspend SEC reporting, focusing disclosure on Canadian markets. Actual impact on liquidity and valuation will depend on post‑amendment trading once the structure becomes effective on July 3, 2026 and TSX trading resumes on a post‑amendment basis.
Key Figures
Key Terms
Consolidation financial
Split financial
Form 15 regulatory
U.S. Securities Exchange Act of 1934 regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What U.S. reporting change does COSCIENS (CSCIF) plan after the amendment?
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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June, 2026
Commission File Number: 001-38064
COSCIENS Biopharma Inc.
(Translation of registrant’s name into English)
c/o Borden Ladner Gervais, LLP
22 Adelaide St. West, Suite 3400
Bay Adelaide Centre, East Tower
Toronto ON M5H 4E3
(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 ☐
On June 22, 2026, COSCIENS Biopharma Inc. (the “Company”) issued a press release announcing the next steps in connection with changes to the Company’s share capital (the “Share Capital Amendment”), which was approved at the Company’s annual general and special meeting of shareholders held on June 17, 2026. A copy of the press release is attached to this Form 6-K as Exhibit 99.1 and is incorporated by reference herein. The press release contains forward-looking statements and includes cautionary statements identifying important factors that could cause actual results to differ materially from those in the forward-looking statements.
Forward-Looking Statements
The information in this Report on Form 6-K and the exhibits attached hereto and incorporated herein by reference include “forward-looking statements” as well as “forward-looking information” under the provisions of Canadian securities laws. All statements, other than statements of historical fact, that address circumstances, events, activities, or developments that could or may or will occur are forward-looking statements.
Specific forward-looking information in this document includes, but is not limited to, statements relating to: the implementation and effectiveness of the Share Capital Amendment, the approval of the Toronto Stock Exchange (“TSX”) for the Share Capital Amendment, the timing and ability of the Company to complete the SEC Reporting Suspension, the expected cost savings to the Company from completing the Share Capital Amendment and the SEC reporting suspension, the ability of the Company to comply with Rule 12g3-2(b) following completion of the Share Capital Amendment, the anticipated effect of the Share Capital Amendment on the price of the Company’s Common Shares, the Company’s ability to continue to meet its public reporting obligations as a “reporting issuer” under applicable Canadian securities laws and the Company’s expected cost savings from the insolvency of its German subsidiaries. When used in this Report on Form 6-K and the exhibit attached hereto and incorporate herein by reference, words such as “anticipate”, “assume”, “believe”, “could”, “expect”, “forecast”, “future”, “goal”, “guidance”, “intend”, “likely”, “may”, “would” or the negative or comparable terminology as well as terms usually used in the future and the conditional are generally intended to identify forward-looking statements, although not all forward-looking statements include such words.
Forward-looking statements involve known and unknown risks and uncertainties, and other factors which may cause the actual results, performance or achievements stated herein to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks and uncertainties include those under the heading “Risk Factors” in the Company’s most recent Annual Report on Form 20-F and other public disclosure filed or furnished under our profile on SEDAR+ at www.sedarplus.ca. or to the Securities and Exchange Commission (“SEC”), including the Rule 13e-3 Transaction Statement on Schedule 13E-3, filed by the Company with the SEC on April 4, 2026, as amended.
Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Many of these factors are beyond our control. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements contained herein, except as required by applicable securities laws. New factors emerge from time to time, and it is not possible for the Company to predict all of these factors, or to assess in advance the impact of each such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.
DOCUMENTS INDEX
| Exhibit | Description | |
| 99.1 | Press Release, dated June 22, 2026. |
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 22, 2026 | By: | /s/ Giuliano La Fratta |
| Name: Giuliano La Fratta | ||
| Title: Chief Financial Officer | ||
Exhibit 99.1
COSCIENS Biopharma Inc. Announces Details of Share Capital Amendment
TORONTO, ONTARIO, JUNE 22, 2026 – COSCIENS Biopharma Inc. (TSX: CSCI) (OTCQB: CSCIF) (“COSCIENS” or the “Company”) announced the next steps in connection with changes to the Company’s share capital (the “Share Capital Amendment”).
The Share Capital Amendment was approved at the Company’s annual general and special meeting of shareholders held on June 17, 2026. The Share Capital Amendment consists of (i) a consolidation (the “Consolidation”) of the Company’s common shares (“Common Shares”) on the basis of one post-Consolidation Common Share for every 150 pre-Consolidation Common Shares; and (ii) an immediate subsequent split (the “Split”) of the Common Shares on the basis of 50 Common Shares for every one post-Consolidation Common Share.
The Share Capital Amendment is expected to become effective on July 3, 2026 (the “Effective Date”) for Common Shares held by shareholders as of such time, and the Common Shares are expected to begin trading on the Toronto Stock Exchange on a post-Share Capital Amendment basis within two business days of the Effective Date under the same trading symbol.
As described in the management information circular dated May 18, 2026 (the “Circular”), shareholders with positions representing fewer than 150 Common Shares as of the Effective Date will be entitled to cash consideration equal to the number of pre-Consolidation Common Shares multiplied by US$1.60 (the “Cash Consideration”). Shareholders with positions representing 150 or more Common Shares as of the Effective Date will not receive the Cash Consideration and will instead participate in the Split. As a result of the Split, such shareholders will have their pre-Consolidation holdings reduced by a factor of three (subject to rounding).
Registered shareholders must review and follow the instructions set out in the letter of transmittal in order to receive their entitlements following the Share Capital Amendment, being (i) in the case of holders of 150 or more Common Shares as of the Effective Date, a replacement DRS advice evidencing the new number of Common Shares held by such shareholder as a result of the Share Capital Amendment, and (ii) in the case of holders of less than 150 Common Shares as of the Effective Date, their Cash Consideration. The letters of transmittal were mailed to registered shareholders on or about May 26, 2026, and a copy is also available on the Company’s SEDAR+ profile at http://www.sedarplus.ca. Registered shareholders may also contact the Company’s depositary and exchange agent, Computershare Investor Services Inc., to request a copy of the letter of transmittal at 1-800-564-6253 or corporateactions@computershare.com.
Non-registered shareholders who hold their Common Shares through an intermediary such as a bank, trust company, securities dealer or broker should contact their intermediary for more information.
As further described in the Circular, following the Effective Date, the Company plans to file a Form 15 with the U.S. Securities and Exchange Commission which is anticipated to allow the Company to suspend its reporting obligations under the U.S. Securities and Exchange Act of 1934, as amended.
About COSCIENS Biopharma Inc.
COSCIENS is a holding company, operating through its subsidiaries. COSCIENS’s principal operating subsidiary, Ceapro Inc. (“Ceapro”), is focused on the development and commercialization of natural, plant-based active ingredients derived from oats and other renewable plant resources, using proprietary manufacturing and extraction technologies. Ceapro’s primary active ingredient business activities relate to the development and commercialization of natural products for personal care, cosmetic, human and animal health industries using proprietary technology, natural, renewable resources and developing innovative products, technologies and delivery systems.
The Common Shares are listed on the TSX under the symbol “CSCI” and are listed and posted for trading on the OTCQB® Venture Market under the symbol “CSCIF”. For more information, please visit COSCIENS’ website at www.cosciensbio.com.
Forward-Looking Statements
Certain statements in this news release, referred to herein as “forward-looking statements”, constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, as amended, and “forward- looking information” under the provisions of Canadian securities laws. All statements, other than statements of historical fact, that address circumstances, events, activities, or developments that could or may or will occur are forward-looking statements. When used in this news release, words such as “anticipate”, “assume”, “believe”, “could”, “expect”, “forecast”, “future”, “goal”, “guidance”, “intend”, “likely”, “may”, “would” or the negative or comparable terminology as well as terms usually used in the future and the conditional are generally intended to identify forward-looking statements, although not all forward-looking statements include such words. Forward-looking statements in this news release include, but are not limited to, statements relating to the Effective Date, the day on which the Common Shares will begin trading on the Toronto Stock Exchange on a post-Share Capital Amendment basis, the filing of a Form 15 with the Securities Exchange Commission and the suspension of the Company’s reporting obligations in the U.S. in connection therewith.
These statements are based on current expectations and assumptions, including factors or assumptions that were applied in drawing a conclusion or making a forecast or projection, including assumptions based on historical trends, current conditions and expected future developments. Since forward-looking statements relate to future events and conditions, by their very nature they require making assumptions and involve inherent risks and uncertainties. The Company cautions that although it is believed that the assumptions are reasonable in the circumstances, these risks and uncertainties give rise to the possibility that actual results may differ materially from those expressed or implied by such forward-looking statements, including but not limited to the factors described in “Risks Relating to Us and Our Business” in the Company’s Annual Report on Form 20-F for the year ended December 31, 2025. Given these risks, undue reliance should not be placed on these forward-looking statements, which apply only as of their dates. We disclaim any obligation to update any such risks or uncertainties or to publicly announce any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments, unless required to do so by a governmental authority or applicable law.
Issuer Contact:
Peter H. Puccetti
President, CEO and Chairman of the Board
pp@cosciensbio.com
Giuliano La Fratta
Chief Financial Officer
glafratta@cosciensbio.com
Investor Contact:
IR@cosciensbio.com