6-K
COSCIENS Biopharma Inc. (CSCID)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
For the month of March, 2026
Commission File Number: 001-38064
COSCIENSBiopharma Inc.
(Translation of registrant’s name into English)
c/oBorden Ladner Gervais, LLP
22Adelaide St. West, Suite 3400
BayAdelaide Centre, East Tower
TorontoON 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 March 25, 2026, COSCIENS Biopharma Inc. (the “Company”) issued a press release announcing its fourth quarter and full year 2025 financial results and providing a corporate update. 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-LookingStatements
The information in this Report on Form 6-K and the exhibit attached hereto and incorporated herein by reference include forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, specifically Section 27A of the U.S. Securities Act of 1933, as amended, Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and under the provisions of Canadian securities laws. These forward-looking statements involve a number of known and unknown risks, uncertainties and other factors that could cause actual results and outcomes to be materially different from historical results or from any future results expressed or implied by such forward-looking statements.
Forward-looking statements include, but are not limited to, those relating to the Company’s expectations regarding the anticipated benefits and synergies as well as the assets, cost structure, financial position, cash flows and growth prospects of the combined company.
Risks and factors that could cause actual results or outcomes to differ materially from expectations include, among others, the following:
| ● | the<br> results of the insolvency proceedings in respect of the Company’s German subsidiaries; |
|---|---|
| ● | the<br> final legal and accounting implications of the insolvency; |
| ● | the<br> Company’s patented technologies and value-driving products, and development thereof; |
| ● | the<br> extraction, production and commercialization of active ingredients from natural sources and our ability to successfully market related<br> products; |
| ● | the<br> successful development and marketing of our oat-based pipeline products, including oat-beta glucan, avenanthramides and beta glucan<br> from yeast, as well as such products’ capability to address unmet needs within the nutraceuticals markets; |
| ● | the<br> Company’s business strategy; |
| ● | the<br> potential use and effects of tariffs to address the current presidential administration’s policy goals, could materially impact<br> our costs and revenues, as well as the macroeconomic framework in which we operate; |
| ● | the<br> Company’s positioning in its target markets; |
| ● | the<br> Company’s ability to commercialize its PGX Technology; |
| ● | management’s<br> assumptions, estimates and judgements; |
| ● | liquidity<br> and capital resources; |
| ● | adequacy<br> of our financial resources to finance operations and expenditure requirements; |
| ● | limitations<br> on internal controls over financial reporting; and |
| ● | the<br> plans, objectives, future outlook and financial position of the Company in general. |
Additional risk factors that could cause actual results to differ materially include those risks identified in Item 3. “Key Information – Risk Factors” contained in the Company’s most recent Annual Report on Form 20-F filed with the SEC and its other filings and submissions from time to time, including those containing its quarterly and annual results, with the SEC, which are available on the Company’s website located at www.cosciensbio.com.
Many of these risks and factors are beyond the Company’s control. The Company cautions you not to place undue reliance on these forward-looking statements. All written and oral forward-looking statements attributable to the Company or persons acting on their behalf, are qualified in their entirety by these cautionary statements. Moreover, unless required by law to update these statements, the Company will not necessarily update any of these statements after the date hereof, either to conform them to actual results or to changes in their expectation.
DOCUMENTSINDEX
| Exhibit | Description |
|---|---|
| 99.1 | COSCIENS Biopharma Inc. Reports Fourth Quarter and Full Year 2025 Financial Results and Provides Corporate Update |
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:<br> March 25, 2026 | By: | /s/ Giuliano La Fratta |
| Name: | Giuliano La Fratta | |
| Title: | Chief Financial Officer |
Exhibit99.1
COSCIENSBiopharma Inc. Reports Fourth Quarter and Full Year 2025 Financial Results and Provides Corporate Update
TORONTO,ONTARIO, March 25, 2026 – COSCIENS Biopharma Inc. (TSX: CSCI) (OTCQB: CSCIF) (“COSCIENS” or the “Company”), a life science company focused on the development of natural, plant-based active ingredients, today reported its financial and operating results for the fourth quarter and full year ended December 31, 2025. All amounts in this press release are in U.S. dollars.
CorporateUpdate
Following the reconstitution of the Company’s board of directors (the “Board”) on May 30, 2025, the Company has undertaken a series of initiatives designed to follow through on the commitment of the reconstituted Board to actively review COSCIENS’ prospects and opportunities, and to take the actions necessary to best position COSCIENS to create value for shareholders. Notably, during the second half of 2025, the Company executed a comprehensive restructuring plan designed to streamline operations and enhance efficiency. Through this restructuring, combined with disciplined cost management and targeted cost reduction initiatives, the Company has meaningfully reduced its burn rate and right sized the organization to better align with current market conditions and growth opportunities.
More recently, on March 5, 2026, the Company announced that it had made the strategic decision to cease funding its German subsidiaries, through which it has historically pursued the development of its pharmaceutical therapeutic assets, including its main pharmaceutical asset, Macrilen® (macimorelin), (collectively, the “Biopharmaceutical Business”). As a result of the Company’s decision, on March 23, 2026, an application was filed in a German court to open insolvency proceedings in respect of the German subsidiaries. The Company anticipates these developments will generate approximately $1.9 million in annualized cost savings by eliminating ongoing operating losses at the subsidiary level and reducing administrative costs at the corporate level. It is also expected that the German subsidiaries will cease to be consolidated entities in the Company’s financial statements, and that their liabilities, (including the liability for employee future benefits resulting from unfunded pension liabilities, which were $11.0 million at December 31, 2025) will cease to be reflected on the Company’s future financial statements.
The Company also continues to advance its efforts to further reduce administrative costs by terminating or suspending its public reporting obligations under the Securities Exchange Act of 1934 (“Exchange Act”) and expects to submit a related proposal to shareholders at the annual shareholder meeting to be held this June. Further information will be provided in due course, but for greater certainty, the Company intends to continue to meet its public reporting obligations as a “reporting issuer” under applicable Canadian securities laws, and for its Common Shares to remain listed on the TSX and traded on the OTC market.
“We have taken a number of critical steps over the past year to strengthen our foundation and better position the Company financially. Looking ahead to the remainder of 2026, we remain committed to pursuing additional cost-savings, to achieving profitability, and to evaluating opportunities to enhance shareholder value through both organic growth initiatives and strategic transactions,” said Peter Puccetti, Interim CEO and Chairman of the Board.
FinancialSummary
| ● | $7.3<br> million in cash and cash equivalents at December 31, 2025. |
|---|---|
| ● | Consolidated<br> net loss for Q4 2025 of $2.2 million, or $0.69 loss per common share, as compared with $6.7<br> million and $2.15, respectively, for Q4 2024. The $4.5 million decrease in net loss is primarily<br> due to decreases in impairment expenses (of $2.8 million), in R&D costs (of $2.3 million),<br> in income tax expense (of $1.0 million), and in SG&A expenses (of $0.3 million); which<br> factors were partially offset by decreases in gross margin (of $1.4 million) and in other<br> income (of $0.5 million). |
| ● | Consolidated<br> net loss for FY 2025 of $10.4 million, or $3.27 loss per common share, as compared with $15.3<br> million and $5.93, respectively, for FY 2024. The $4.9 million decrease in net loss is primarily<br> due to a decrease in impairment expense of $4.0 million, a decrease in R&D costs of $5.4<br> million, and a decrease in SG&A expenses of $0.4 million; offset by a decrease in other<br> income of $2.7 million, a decrease in gross margin of $2.1 million, and a write-down of inventory<br> of $0.1 million. |
| ● | Total<br> revenue for Q4 2025 was $1.8 million as compared to $3.3 million for Q4 2024, a decrease<br> of $1.5 million. This decrease was primarily due to decreases in pharmaceutical revenue (of<br> $0.9 million, primarily as a result of $0.7 million in recognized breakage revenue in Q4<br> 2024, following the unexpected results of the pediatric trial) and in sales of active ingredients<br> (of $0.6 million due largely to the timing of shipments). |
| ● | Total<br> revenue for FY 2025 was $7.5 million as compared to $9.6 million for FY 2024, a decrease<br> of $2.1 million. This decrease was primarily due to a decrease of $1.5 million in sales of<br> active ingredients, as well as a decrease in pharmaceutical revenue (of $0.6 million, primarily<br> as a result of $0.7 million in recognized breakage revenue in 2024, following the unexpected<br> results of the pediatric trial). |
|---|---|
| ● | Total<br> operating expenses for Q4 2025, were $3.0 million as compared with $8.4 million in Q4 2024.<br> This decrease of $5.4 million was primarily due to decreases in impairment expenses (of $2.8<br> million), in R&D costs (of $2.3 million) and in SG&A expenses (of $0.3 million). |
| ● | Total<br> operating expenses for FY 2025, were $13.3 million as compared with $23.0 million for FY<br> 2024, a decrease of $9.7 million. This decrease was primarily due decreases in R&D costs<br> (of $5.4 million), in impairment expenses (of $4.0 million), and in SG&A expenses (of<br> $0.4 million); offset by a write-down of inventory of $0.1 million. |
AnnualFilings
For reference, the Company’s consolidated financial statements as of December 31, 2025 and for the years ended December 31, 2025, 2024 and 2023 and the related management’s discussion and analysis (collectively, the “Financial Statements”) will be available on the Company’s website (www.cosciensbio.com) in the Investors section and on the Company’s SEDAR+ and EDGAR profiles at www.sedarplus.ca and www.sec.gov, respectively. In addition, the Company has also filed the CEO and CFO certificates relating to the Financial Statements, as well as its annual information form (in the form of an annual report on Form 20-F) (collectively with the Financial Statements, the “Annual Filings”) on the Company’s SEDAR+ and EDGAR profiles.
AboutCOSCIENS Biopharma Inc.
COSCIENS is a life science company focused on the development of natural, plant-based active ingredients, leveraging the Company’s proprietary manufacturing and extraction technologies to develop Avenanthramides and Beta Glucan active ingredients currently used in leading skincare brands worldwide.
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 expected implications of the decision to cease funding the Company’s German subsidiaries, the related insolvency filings, and the expected cost savings as a result thereof, including any potential cost savings and accounting implications; the Company’s plans to seek to terminate or suspend its reporting obligations under applicable U.S. securities laws; the timing of the Company’s annual shareholder meeting, the Company’s commitment to pursue additional cost-savings, to achieving profitability, and to evaluating opportunities to enhance shareholder value; 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’s 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.
IssuerContact:
Peter H. Puccetti
Interim CEO and Chairman of the Board
Giuliano La Fratta
Chief Financial Officer
Investor Contact: