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 June, 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 ☐
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:
DOCUMENTSINDEX
| 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:<br> June 18, 2026 | By: | /s/ Giuliano La Fratta |
| Name:<br> Giuliano La Fratta | ||
| Title:<br> Chief Financial Officer |
Exhibit 99.1
COSCIENSBiopharma 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.
PeterPuccetti 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”.
AboutCOSCIENS 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-LookingStatements
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.
IssuerContact:
Peter H. Puccetti
CEO and Chairman of the Board
Giuliano La Fratta
Chief Financial Officer
Investor Contact:
Exhibit 99.2
COSCIENS BIOPHARMA INC.
Reportof Voting Results
SubmittedPursuant to
Section11.3 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<br> six nominees outlined below and set forth in the Circular were elected as directors of the<br> Company to hold office until the termination of the next annual meeting of the Company’s<br> shareholders or until their successors are duly elected or appointed, or their office is<br> 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<br> LLP was appointed as the Company’s auditors and the directors were authorized to fix<br> the remuneration to be paid to the auditors. The following are the voting results on this<br> matter: | |||||||||
| --- | --- | |||||||||
| Matter | Votes For | % For | Votes Withheld | % Withheld | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Appointment of Auditors | 956,845 | 90.44 | % | 101,179 | 9.56 | % | ||||
| (c) | The<br> special resolution in the form set out in the Circular approving an amendment to the Company’s<br> articles to: (i) consolidate (the “Consolidation”) the common shares of<br> the Company (the “Common Shares”) on the basis of one post-consolidation<br> Common Share for every 150 pre-Consolidation Common Shares; and (ii) subsequently splitting<br> the post-Consolidation Common Shares on the basis of 50 Common Shares for every one (1) post-Consolidation<br> Common Share, as more particularly described in the Circular was approved. The following<br> are the voting results on this matter: | |||||||||
| --- | --- |
SpecialResolution
| Matter | Votes For | % For | Votes Against | % Against | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share Capital Amendment Resolution | 736,777 | 84.85 | % | 131,575 | 15.15 | % |
Majorityof 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 18^th^ day of June, 2026.
| COSCIENS<br> BIOPHARMA INC. | ||
|---|---|---|
| By: | (signed)<br> “Giuliano La Fratta” | |
| Name: | Giuliano<br> La Fratta | |
| Title | Chief<br> Financial Officer |