COSCIENS Biopharma (TSX: CSCI) outlines Q1 2026 changes, insolvency impact and SEC exit plan
Rhea-AI Filing Summary
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.
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Insights
Restructuring, reporting exit plan, and pipeline pruning dominate this update.
COSCIENS Biopharma is reshaping its cost base by allowing its German subsidiaries to enter insolvency, which generated $10.9 million in income from discontinued operations for Q1 2026. This reflects removal of loss-making entities rather than core operating improvement.
The company is also pursuing a share reorganization via Schedule 13E-3 that may permit suspension of U.S. SEC reporting after shareholder and regulatory approvals. This would lower compliance costs and tilt disclosure toward Canadian regimes, changing how some investors access information.
On the R&D side, COSCIENS has decided not to advance the AvenActive Phase 2a program after non‑significant results, narrowing its pipeline focus. Future filings and the June 17, 2026 shareholder meeting outcome will clarify the company’s ongoing reporting structure and strategic emphasis.
Key Figures
Key Terms
discontinued operations financial
insolvency financial
Schedule 13E-3 regulatory
discontinued operations financial
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FAQ
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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 May, 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 May 12, 2026, COSCIENS Biopharma Inc. (the “Company”) issued a press release announcing its first quarter 2026 financial results. 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 of the Share Capital Amendment (as defined below), the approval of the Toronto Stock Exchange (“TSX”) for the Share Capital Amendment, the timing and ability of the Corporation to complete the SEC Reporting Suspension (as defined below), the expected cost savings to the Corporation from completing the Share Capital Amendment and the SEC Reporting Suspension, the ability of the Corporation 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 Corporation’s Common Shares, the Corporation’s ability to continue to meet its public reporting obligations as a “reporting issuer” under applicable Canadian securities laws and the Corporation’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 | COSCIENS Biopharma Inc. Reports Q1 2026 Results |
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: May 12, 2026 | By: | /s/ Giuliano La Fratta |
| Name: Giuliano La Fratta | ||
| Title: Chief Financial Officer | ||
Exhibit 99.1
COSCIENS Biopharma Inc. Reports Q1 2026 Results
TORONTO, ONTARIO, May 12, 2026 – COSCIENS Biopharma Inc. (TSX: CSCI) (OTCQB: CSCIF) (“COSCIENS” or the “Company”) today reported its financial and operating results for the first quarter ended March 31, 2026. All amounts in this press release are in U.S. dollars.
Q1 2026 Financial Highlights
| ● | $5.0 million in cash and cash equivalents at March 31, 2026. |
| ● | Consolidated net income of $10.8 million or $3.42 net income per common share, as compared with a consolidated net loss of $3.7 million, or $1.16 loss per common share for Q1 2025. The $14.4 million increase in net income is primarily attributable to the $10.9 million of Income from discontinued operations recognized upon the deconsolidation of the Company’s German subsidiaries from the consolidated financial results (as further discussed below). |
| ● | Consolidated net loss from continuing operations of $0.2 million or $0.06 net loss per common share as compared to consolidated net loss from continuing operations of $2.7 million or $0.85 net loss per common share for Q1 2025. The $2.5 million decrease reflects a decrease in total operating expenses of $1.5 million, an increase in other income of $0.6 million, and increase in gross margin of $0.4 million. |
| ● | Total revenue of $1.9 million as compared to $1.4 million for Q1 2025, reflecting higher sales volumes during the period. |
| ● | Total operating expenses of $1.5 million as compared with $3.0 million for Q1 2025, reflecting a $1.2 million decrease in selling, general, and administrative expenses, and a $0.3 million decrease in research and development costs. |
Operational and Corporate Highlights
German Subsidiary Insolvency and Deconsolidation
As previously announced, during Q1 the Company made the decision to cease funding its German subsidiaries, Aeterna Zentaris GmbH and Zentaris IVF GmbH. On March 23, 2026, the subsidiaries filed for insolvency in Germany, and on March 27, 2026, following the appointment of a preliminary insolvency administrator, the Company ceased to exercise control over the entities. Accordingly, the Company derecognized the assets and liabilities of these entities from its consolidated balance sheet which resulted in total income from discontinued operations of $10.9 million for the three months ending March 31, 2026. The results of operations and cash flows from the German subsidiaries were consolidated into the Company’s financial statements up to March 27, 2026, and thereafter classified as discontinued operations.
Plan to Suspend SEC Reporting Obligations
As previously announced, on April 20, 2026, the Company filed a Schedule 13E-3 with the U.S. Securities and Exchange Commission in connection with a proposed share reorganization (involving a share consolidation and subsequent share split) that could, if approved by regulators and Company shareholders, enable the Company to suspend its public reporting obligations under the Exchange Act. The Company has now set June 17, 2026 as the date for its annual general and special meeting, at which, among other things, Company shareholders will be asked to consider, and if appropriate, approve the transaction. The Company expects to mail shareholders a management proxy circular later this month and a copy of the circular, along with related documentation, will be available on the Company’s profile on SEDAR+ at www.sedarplus.com and on EDGAR at www.sec.gov/edgar.
AvenActive Program Update
The Phase 2a study evaluating avenanthramides, for potential applications in managing conditions related to inflammation (“AvenActive”), concluded in Q3 2025, and the complete study results were received in late March 2026. While exploratory analyses showed some biomarker changes at higher doses, results were not statistically significant and are considered hypothesis generating only. Based on the data and development costs, the Company has decided not to advance the AvenActive program at this time.
“We have taken deliberate steps to improve our cost structure and sharpen our focus. The decision to cease funding the German subsidiaries and the plan to suspend SEC reporting obligations bring material cost savings benefits, thus putting the Company in a stronger position. We look forward to turning our attention to growth opportunities going forward.” said Peter Puccetti Interim CEO and Chairman of the Board.
Consolidated Financial Statements and Management’s Discussion and Analysis
For reference, the Management’s Discussion and Analysis of Financial Condition and Results of Operations for the first quarter of 2026, as well as the Company’s consolidated financial statements as of March 31, 2026, will be available on the Company’s website (www.cosciensbio.com) in the Investors section or at the Company’s SEDAR+ and EDGAR profiles at http://www.sedarplus.ca and www.sec.gov, respectively.
About COSCIENS Biopharma Inc.
COSCIENS Biopharma Inc. is a holding company, operating through its subsidiaries (collectively, the “Company”). 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 the personal care, cosmetic, human and animal health industries using proprietary technology, natural, renewable resources and developing innovative products, technologies and delivery systems.
The Company’s 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. Specific forward-looking statements in this document include, but is not limited to, statements relating to: the Company’s plans to seek to suspend its reporting obligations under applicable U.S. securities laws; the timing of the Company’s upcoming shareholder meeting, and the plans, objectives, future outlook and financial position of the Company in general. All forward-looking statements are given pursuant to the “safe harbour” provisions of applicable securities legislation.
The forecasts and projections that make up the forward-looking statements contained herein are based on the Company’s current expectations and assumptions, including factors or assumptions that were applied in drawing a conclusion or making a forecast or projection, and including, but not limited to assumptions based on historical trends, current conditions, and expected future developments, and assumptions regarding: the ability of the Company to execute on its strategic plans and find new customers and partners in connection therewith; the development of technologies and value-driving products; the extraction, production and commercialization of active ingredients from natural sources and our ability to successfully market related products; the successful development and marketing of our pipeline products as well as such products’ capability to address unmet needs within new markets; the Company’s business strategy; the Company’s positioning in its target markets; the impact of tariffs and other trade barriers, on our costs and revenues, as well as on the macroeconomic framework in which we operate; the Company’s plans for its PGX Technology; the adequacy of our financial resources to finance operations and expenditure requirements; and the plans, objectives, future outlook and financial position of the Company in general.
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 statement. Such risk factors are included under “Risk Factors” in our Annual Report on Form 20-F and in other documents furnished to the SEC and in our other public disclosure filed under our profile on SEDAR+ at www.sedarplus.ca. 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, 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. 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.
No securities regulatory authority has either approved or disapproved of the contents of this news release. The Toronto Stock Exchange accepts no responsibility for the adequacy or accuracy of this news release.
Issuer Contact:
Peter H. Puccetti
Interim CEO and Chairman of the Board
pp@cosciensbio.com
Giuliano La Fratta
Chief Financial Officer
glafratta@cosciensbio.com
Investor Contact:
IR@cosciensbio.com