6-K
COSCIENS Biopharma Inc. (CSCIF)
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 5, 2026, COSCIENS Biopharma Inc. (the “Company”) issued a press release announcing its strategic decision to cease funding its German subsidiaries, dated March 5, 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-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 any insolvency proceedings in respect of the Company’s German subsidiaries; |
|---|---|
| ● | the<br> final legal and accounting implications of any 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 Provides Strategic Update dated March 5, 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> March 5, 2026 | By: | /s/ Giuliano La Fratta |
| Name: | Giuliano<br> La Fratta | |
| Title: | Chief<br> Financial Officer |
Exhibit99.1
COSCIENSProvides Strategic Update
TORONTO,ONTARIO, March 5, 2026 – COSCIENS Biopharma Inc. (TSX: CSCI) (FINRA: CSCIF) (“COSCIENS” or the “Company”) today announced that the Company has made a strategic decision to cease funding its German subsidiaries, Aeterna Zentaris GmbH and Zentaris IVF GmbH (the “German Subsidiaries”). As a result, the Company expects the German Subsidiaries to commence a structured insolvency process in the near future.
The Company has historically pursued the development of its pharmaceutical therapeutic assets, including its main pharmaceutical asset, Macrilen® (macimorelin), via its German Subsidiaries (collectively, the “Biopharmaceutical Business”). Macrilen is an FDA and EMA approved oral test indicated for the diagnosis of adults with growth hormone deficiency and is commercially available in a number of countries, but the Biopharmaceutical Business has historically operated at a loss. The long-term viability of the business has always been largely dependent on the Company’s ability to expand the market for Macrilen, either by obtaining FDA approval for a pediatric indication in the U.S., or otherwise. In light of the disappointing results of Macrilen’s Phase 3 DETECT trial and subsequent Type C meeting with the FDA (which represented a significant setback to the Company’s hopes for a full pediatric approval in the U.S.), the Company has been undertaking a strategic review of its options, including by exploring the viability of (i) alternative options for expansion into the U.S. market, (ii) a possible sale of the product and/or of the German Subsidiaries, and (iii) additional licensing and partnership opportunities. Despite the recently announced distribution agreement with Wuzhou Drug International Trading Limited, it was determined that the best path forward for the Company and its shareholders was to cease providing any further financing to the German Subsidiaries.
As a result of the expected insolvency process, the Company anticipates surrendering its rights to Macrilen and significantly reducing its ongoing operating expenses. Peter Puccetti, Interim CEO and Chairman of the Board, commented, “The Board did not make this decision lightly, but we firmly believe it marks a significant and positive step towards the Company’s goal of achieving profitability. Going forward, the Company will continue to focus on maximizing the profitability of its active ingredients business and to evaluate other opportunities.”
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.
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 expectations regarding an insolvency process in respect of the German Subsidiaries, including the timing and implications thereof.
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, 2024. 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
Interim CEO and Chairman of the Board
Giuliano La Fratta
Chief Financial Officer
InvestorContact: