6-K
COSCIENS Biopharma Inc. (CSCIF)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of May, 2025
Commission File Number: 001-38064
COSCIENSBiopharma Inc.
(Translation of registrant’s name into English)
c/oNorton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, Toronto ON M5K 1E7
(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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Exhibit 99.1 and 99.2 included with this Report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statements on Form S-8 (No. 333-224737, No. 333-210561, No. 333-200834 and No. 333-279844) (collectively, the “Registration Statements”) and shall be deemed to be a part thereof from the date on which this Report on Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished. The information contained on any websites referenced in Exhibit 99.1 included with this Report on Form 6-K is not incorporated by reference or deemed to be a part of this Report on Form 6-K or any of the Registration 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> 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; |
| ● | Macrilen®<br> (macimorelin) and the Company’s plans in respect of same, including commercialization. |
| ● | the<br> Company’s business strategy; |
| ● | the<br> strategic decision to sunset the Company’s Amyotrophic Lateral Sclerosis (ALS), AIM Biologicals and Delayed Clearance Parathyroid<br> Hormone (DC-PTH) programs ; |
| ● | the<br> transition to a new presidential administration in the United States, including the potential use and effects of tariffs to address<br> the administration’s policy goals, could materially impact our costs and revenues, as well as the macroeconomic framework in<br> which we operate. |
| ● | the<br> Company’s positioning in its target markets; |
| ● | the<br> Company’s ability to accelerate the scale-up of PGX Technology towards commercial levels; |
| ● | expectations<br> for completion of the Company’s Edmonton facility and Natex Termitz facility; |
| ● | pre-clinical<br> and clinical studies and trials and their expected timing and results, including the potential to bring certain products to market<br> following such studies and trials; |
| ● | the<br> ability of our pharmaceutical therapeutic assets to address unmet medical needs across a number of indications; |
| ● | 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 | Notice of Meeting Record Date Amended dated May 30, 2025 (NASDAQ) |
| 99.2 | Notice of Meeting Record Date Amended dated May 30, 2025 (Canadian Securities Regulatory Authorities) |
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> May 30, 2025 | By: | /s/ Giuliano La Fratta |
| Giuliano<br> La Fratta | ||
| Chief<br> Financial Officer |
Exhibit99.1
| May<br> 30, 2025 | <br><br>650 De Maisonneuve Blvd., 7th Floor<br><br>Montreal QC, H3A 3T2<br><br>www.computershare.com |
|---|
To: NASDAQ
AMENDED
Subject:COSCIENS Biopharma Inc.
Dear Sir/Madam:
We advise of the following with respect to the upcoming Meeting of Security Holders for the subject Issuer:
| Meeting<br> Type : | Annual<br> General and Special Meeting |
|---|---|
| Record<br> Date for Notice of Meeting : | May<br> 27, 2025 |
| Record<br> Date for Voting (if applicable) : | May<br> 27, 2025 |
| Beneficial<br> Ownership Determination Date : | May<br> 27, 2025 |
| Meeting<br> Date : | June 30, 2025 - Amended |
| Meeting<br> Location (if available) : | Virtual Meeting |
| Issuer<br> sending proxy related materials directly to NOBO: | No |
| Issuer<br> paying for delivery to OBO: | Yes |
Noticeand Access (NAA) Requirements:
| NAA<br> for Beneficial Holders | No |
|---|---|
| NAA<br> for Registered Holders | No |
VotingSecurity Details:
| Description | CUSIP Number | ISIN |
|---|---|---|
| COMMON<br> SHARES | 22112H101 | CA22112H1010 |
Sincerely,
Computershare
Agent for COSCIENS Biopharma Inc.
Exhibit99.2
| May<br> 30, 2025 | <br><br> 650 De Maisonneuve Blvd., 7th Floor<br><br> Montreal QC, H3A 3T2<br><br> www.computershare.com |
|---|
To: All Canadian Securities Regulatory Authorities
AMENDED
Subject:COSCIENS Biopharma Inc.
Dear Sir/Madam:
We advise of the following with respect to the upcoming Meeting of Security Holders for the subject Issuer:
| Meeting<br> Type : | Annual<br> General and Special Meeting |
|---|---|
| Record<br> Date for Notice of Meeting : | May<br> 27, 2025 |
| Record<br> Date for Voting (if applicable) : | May<br> 27, 2025 |
| Beneficial<br> Ownership Determination Date : | May<br> 27, 2025 |
| Meeting<br> Date : | June 30, 2025 - Amended |
| Meeting<br> Location (if available) : | Virtual Meeting |
| Issuer<br> sending proxy related materials directly to NOBO: | No |
| Issuer<br> paying for delivery to OBO: | Yes |
Noticeand Access (NAA) Requirements:
| NAA<br> for Beneficial Holders | No |
|---|---|
| NAA<br> for Registered Holders | No |
VotingSecurity Details:
| Description | CUSIP Number | ISIN |
|---|---|---|
| COMMON<br> SHARES | 22112H101 | CA22112H1010 |
Sincerely,
Computershare
Agent for COSCIENS Biopharma Inc.
<br><br>650 De Maisonneuve Blvd., 7th Floor<br><br>Montreal QC, H3A 3T2<br><br>www.computershare.com
<br><br> 650 De Maisonneuve Blvd., 7th Floor<br><br> Montreal QC, H3A 3T2<br><br> www.computershare.com