COSCIENS Biopharma (OTCQB: CSCIF) backs share capital change, new CEO
Rhea-AI Filing Summary
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.
Positive
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Insights
Shareholders backed all proposals and confirmed interim leadership as permanent CEO.
COSCIENS Biopharma Inc. obtained strong shareholder support at its annual general and special meeting. All director nominees were re‑elected, Deloitte LLP was re‑appointed as auditor, and a share capital amendment combining a consolidation and subsequent split was authorized by special resolution.
Votes for the share capital amendment were high, with about mid‑80% support overall and on a majority‑of‑minority basis. This suggests alignment between management and independent shareholders on the capital structure change, though the filing does not detail implementation timing or mechanics beyond the ratios.
Leadership continuity is reinforced as Peter H. Puccetti, previously Interim CEO and Board Chair, becomes permanent President and CEO effective immediately. The company states he will continue focusing on operational performance and strategic priorities, building on initiatives from his interim tenure.
Key Figures
Key Terms
Consolidation financial
Split financial
Majority of Minority Approval regulatory
National Instrument 51-102 regulatory
Multilateral Instrument 61-101 regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
Who was elected to COSCIENS Biopharma (CSCIF) board of directors at the 2026 meeting?
Who is the new permanent CEO of COSCIENS Biopharma (CSCIF)?
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 ☐
At the annual general and special meeting of the Company’s shareholders held on June 17, 2026 (the “Meeting”), a requisite quorum of the Company’s common shares, no par value per share (“Common Shares”) were present in person or by proxy. All matters put to shareholders for consideration and approval, as set out in the Company’s management proxy circular dated May 18, 2026, were approved by the requisite number of votes cast at the Meeting, including (1) the re-election of all director nominees, (2) the re-appointment of Deloitte LLP as auditors, and (3) the authorization to proceed with the changes in the Company’s share capital (the “Share Capital Amendment”), consisting of (i) the 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) the immediate subsequent split of the Common Shares on the basis of 50 Common Shares for every one post-Consolidation Common Share.
The Company also announced that Peter H. Puccetti, Chairman of the Company’s board of directors, and who has been serving as Interim Chief Executive Officer since November, has been appointed as the Company’s permanent full-time President and CEO, effective immediately. In his role, Mr. Puccetti will continue to aim to strengthen operational performance and align resources with key strategic priorities, building upon the objectives advanced during his interim tenure.
The complete voting results of all matters voted on at the Meeting are available on SEDAR+ under the Company’s issuer profile at www.sedarplus.ca. The Company will provide further information with respect to the proposed Share Capital Amendment in due course.
Attached and incorporated by reference in this Form 6-K are the following exhibits:
DOCUMENTS INDEX
| Exhibit | Description | |
| 99.1 | Press Release, dated June 18, 2026. | |
| 99.2 | Report on Voting Results for the Registrant’s Annual General and Special Meeting of Shareholders held June 18, 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 18, 2026 | By: | /s/ Giuliano La Fratta |
| Name: Giuliano La Fratta | ||
| Title: Chief Financial Officer | ||
Exhibit 99.1
COSCIENS Biopharma Inc. Announces Results of Shareholder Meeting and Appointment of Full-Time CEO
TORONTO, ONTARIO, June 18, 2026 – COSCIENS Biopharma Inc. (TSX: CSCI) (OTCQB: CSCIF) (“COSCIENS” or the “Company”) announced the results from its annual general and special meeting of shareholders (the “Meeting”).
At the Meeting, all matters put to shareholders for consideration and approval, as set out in the Company’s management proxy circular dated May 18, 2026 (the “Circular”), were approved by the requisite number of votes cast at the Meeting, including (1) the re-election of all director nominees, (2) the re-appointment of Deloitte LLP as auditors, and (3) the authorization to proceed with the changes in the Company’s share capital the (“Share Capital Amendment”), consisting of (i) the 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 (the “Consolidation Ratio”); and (ii) the immediate subsequent split (the “Split”) of the Common Shares on the basis of 50 Common Shares for every one post-Consolidation Common Share.
The complete voting results of all matters voted on at the Meeting are available on SEDAR+ under the Company’s issuer profile at www.sedarplus.ca.
The Company will provide further information with respect to the proposed Share Capital Amendment in due course.
Peter Puccetti Appointed as Full-Time CEO
The Company is also pleased to announce that Peter H. Puccetti, Chairman of the Company’s board of directors, and who has been serving as Interim Chief Executive Officer since November, has been appointed as the Company’s permanent full-time President and CEO, effective immediately. In his role, Mr. Puccetti will continue to aim to strengthen operational performance and align resources with key strategic priorities, building upon the objectives advanced during his interim tenure.
Mr. Puccetti said, “Along with the rest of the Board, I am looking forward to building upon the improved foundation we now have at COSCIENS. Shareholder value creation is our prime focus and we are encouraged by our early efforts in this regard”.
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 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. Forward-looking statements in this news release include, but are not limited to, statements relating to the Share Capital Amendment.
These statements are based on current expectations and assumptions, including factors or assumptions 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
CEO and Chairman of the Board
pp@cosciensbio.com
Giuliano La Fratta
Chief Financial Officer
glafratta@cosciensbio.com
Investor Contact:
IR@cosciensbio.com
Exhibit 99.2
COSCIENS BIOPHARMA INC.
Report of Voting Results
Submitted Pursuant to
Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations
June 18, 2026
In accordance with Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations, this report describes the matters voted upon and the outcome of the votes at the annual general and special meeting of shareholders (the “Meeting”) of COSCIENS Biopharma Inc. (the “Company”) held on June 17, 2026. Each of the matters voted upon is described in greater detail in the Company’s management information circular in respect of the Meeting dated May 18, 2026 (the “Circular”).
| (a) | All six nominees outlined below and set forth in the Circular were elected as directors of the Company to hold office until the termination of the next annual meeting of the Company’s shareholders or until their successors are duly elected or appointed, or their office is vacated earlier. The following are the voting results on this matter: |
| Name of Nominee | Votes For | % For | Votes Against | % Against | ||||||||||||
| Anthony J. Giovinazzo | 793,544 | 91.39 | % | 74,808 | 8.61 | % | ||||||||||
| Ulrich Kosciessa | 837,242 | 96.42 | % | 31,110 | 3.58 | % | ||||||||||
| Ronald W. Miller | 752,573 | 86.67 | % | 115,779 | 13.33 | % | ||||||||||
| Peter H. Puccetti | 837,883 | 96.49 | % | 30,469 | 3.51 | % | ||||||||||
| Robert A. Seager | 789,115 | 90.88 | % | 79,237 | 9.12 | % | ||||||||||
| David Spear | 796,000 | 91.67 | % | 72,352 | 8.33 | % | ||||||||||
| (b) | Deloitte LLP was appointed as the Company’s auditors and the directors were authorized to fix the remuneration to be paid to the auditors. The following are the voting results on this matter: |
| Matter | Votes For | % For | Votes Withheld | % Withheld | ||||||||||||
| Appointment of Auditors | 956,845 | 90.44 | % | 101,179 | 9.56 | % | ||||||||||
| (c) | The special resolution in the form set out in the Circular approving an amendment to the Company’s articles to: (i) consolidate (the “Consolidation”) the common shares of the Company (the “Common Shares”) on the basis of one post-consolidation Common Share for every 150 pre-Consolidation Common Shares; and (ii) subsequently splitting the post-Consolidation Common Shares on the basis of 50 Common Shares for every one (1) post-Consolidation Common Share, as more particularly described in the Circular was approved. The following are the voting results on this matter: |
Special Resolution
| Matter | Votes For | % For | Votes Against | % Against | ||||||||||||
| Share Capital Amendment Resolution | 736,777 | 84.85 | % | 131,575 | 15.15 | % | ||||||||||
Majority of Minority Approval*
| Matter | Votes For | % For | Votes Against | % Against | ||||||||||||
| Share Capital Amendment Resolution | 719,242 | 84.54 | % | 131,575 | 15.46 | % | ||||||||||
* Excludes 17,535 Common Shares owned or controlled by directors and officers of the Company pursuant to Multilateral Instrument 61-101 – Protection Minority Security Holders in Special Transactions, as more particularly described in the Circular.
Dated this 18th day of June, 2026.
| COSCIENS BIOPHARMA INC. | ||
| By: |
(signed) “Giuliano La Fratta” | |
| Name: | Giuliano La Fratta | |
| Title | Chief Financial Officer | |