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 June, 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 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and shall be deemed to be a part thereof from the date on which this Report on Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.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 | COSCIENS Biopharma Announces Results of Virtual 2025 Meeting of Shareholders |
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 30, 2025 | By: | /s/ Giuliano La Fratta |
| Giuliano<br> La Fratta | ||
| Chief<br> Financial Officer |
Exhibit99.1
COSCIENSBiopharma Announces Results of Virtual 2025 Meeting of Shareholders
TORONTO,ONTARIO, June 30, 2025 – COSCIENS Biopharma Inc. (NASDAQ: CSCI; TSX: CSCI) (“COSCIENS” or the “Company”), a life sciences company developing and commercializing a diversified portfolio of cosmeceutical, nutraceutical and pharmaceutical products, today announced the voting results on the items of business considered at the virtual annual general and special meeting of shareholders of the Company (the “AGSM”) held today.
Resultsof the AGSM
The results of the vote in respect of the election of directors of the Company are set out below:
| Name of Nominee | Votes For | % For | Votes Against | % Against | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Peter H. Puccetti (Chair) | 580,289 | 88.92 | % | 72,286 | 11.08 | % | ||||
| Anthony J. Giovinazzo | 574,954 | 88.11 | % | 77,621 | 11.89 | % | ||||
| Ulrich Kosciessa | 580,140 | 88.90 | % | 72,435 | 11.10 | % | ||||
| Ronald W. Miller | 448,646 | 68.75 | % | 203,929 | 31.25 | % | ||||
| Robert A. Seager | 580,254 | 88.92 | % | 72,321 | 11.08 | % | ||||
| David Spear | 580,106 | 88.89 | % | 72,469 | 11.11 | % |
In addition, at the AGSM, Deloitte LLP was appointed as the Company’s auditor, and an ordinary resolution re-confirming and approving the Company’s Amended and Restated Shareholder Rights Plan (as described in the management information circular circulated in connection with the AGSM dated June 3, 2025) was approved.
The Company is an “Eligible Interlisted Issuer” as such term is defined in the TSX Company Manual. As an Eligible Interlisted Issuer, the Company has relied on an exemption pursuant to Section 602.1 of the TSX Company Manual from Section 613 of the TSX Company Manual, the effect of which is that, subject to the satisfaction of certain conditions prescribed by the Toronto Stock Exchange, the Company will not have to comply with certain Canadian requirements in connection with the Company’s long-term incentive plan (the “Exemption”). As a result, shareholders were not asked to approve the unallocated entitlements under the Company’s long-term incentive plan at the AGSM.
For full voting details, please see the report of voting results filed on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.
AboutCOSCIENS Biopharma Inc.
COSCIENS is a life sciences company which develops and commercializes a diversified portfolio of cosmeceutical, nutraceutical and pharmaceutical products. Our technology includes proprietary extraction technology, which is applied to the production of active ingredients from renewable plant resources currently used in cosmeceutical products (i.e., oat beta glucan and avenanthramides which are found in leading skincare product brands like Aveeno and Burt’s Bees formulations) and being developed as potential nutraceuticals and/or pharmaceuticals. Our consolidated portfolio also includes macimorelin (Macrilen®; Ghryvelin®), the first and only U.S. FDA and European Medicines Agency approved oral test indicated for the diagnosis of adult growth hormone deficiency (“AGHD”).
The Company is listed on the NASDAQ Capital Market and the Toronto Stock Exchange, and trades on both exchanges under the ticker symbol “CSCI”. 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 satisfaction of Toronto Stock Exchange conditions related to the Company’s reliance on the Exemption.
Forward-looking statements are necessarily based upon a number of factors and assumptions that, while considered reasonable by the Company as of the date of such statements, are inherently subject to significant business, economic, operational and other risks, uncertainties, contingencies and other factors, including those described below, which could cause actual results, performance or achievements of the combined Company to be materially different from results, performance or achievements expressed or implied by such forward-looking statements and, as such, undue reliance must not be placed on them.
Forward-looking statements involve known and unknown risks and uncertainties which include, among others: the combined Company’s present and future business strategies; operations and performance within expected ranges; anticipated future cash flows; local and global economic conditions and the environment in which the combined Company operates; anticipated capital and operating costs; uncertainty in our revenue generation from our marketed products, product development and related clinical trials and validation studies; results from our products under development may not be successful or may not support advancing the product; the failure of the DETECT-trial to achieve its primary endpoint in children (CGHD) may impact the market for macimorelin (Macrilen®; Ghryvelin®) in adults (AGHD) and the existing relationships we have for that product; ability to raise capital and obtain financing to continue our currently planned operations; our now heavy dependence on sales by and revenue from our main distributor of our legacy Ceapro products and its customers, the continued availability of funds and resources to successfully commercialize our products; the ability to secure strategic partners for late stage development, marketing, and distribution of our products; our ability to enter into out-licensing, development, manufacturing, marketing and distribution agreements with other pharmaceutical companies and keep such agreements in effect; our ability to protect and enforce our patent portfolio and intellectual property; and our ability to continue to list our common shares on the NASDAQ Capital Market. Investors should consult our quarterly and annual filings with the Canadian and U.S. securities commissions for additional information on risks and uncertainties, including those discussed in our Annual Report on Form 20-F and MD&A filed under the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. 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.
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.
Issuer:
Anna Biehn
Chief Executive Officer
E: ABiehn@cosciensbio.com
COSCIENSBIOPHARMA INC.
Reportof Voting Results
SubmittedPursuant to
Section11.3 of National Instrument 51-102 – Continuous Disclosure Obligations
June30, 2025
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 30, 2025 via live audio webcast. Each of the matters voted upon is described in greater detail in the Company’s management information circular in respect of the Meeting dated June 3, 2025 (the “Circular”).
| (a) | All<br> six nominees outlined below and set forth in the Circular were elected as directors of the Company to hold office until the termination<br> of the next annual meeting of the Company’s shareholders or until their successors are duly elected or appointed, or their<br> office is vacated earlier. The following are the voting results on this matter: | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Name of Nominee | Votes For | % For | Votes Against | % Against | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Peter H. Puccetti (Chair) | 580,289 | 88.92 | % | 72,286 | 11.08 | % | ||||
| Anthony J. Giovinazzo | 574,954 | 88.11 | % | 77,621 | 11.89 | % | ||||
| Ulrich Kosciessa | 580,140 | 88.90 | % | 72,435 | 11.10 | % | ||||
| Ronald W. Miller | 448,646 | 68.75 | % | 203,929 | 31.25 | % | ||||
| Robert A. Seager | 580,254 | 88.92 | % | 72,321 | 11.08 | % | ||||
| David Spear | 580,106 | 88.89 | % | 72,469 | 11.11 | % | ||||
| (b) | Deloitte<br> LLP was appointed as the Company’s auditors and the directors were authorized to fix the remuneration to be paid to the auditors.<br> The following are the voting results on this matter: | |||||||||
| --- | --- | |||||||||
| Matter | Votes For | % For | Votes Withheld | % Withheld | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Appointment of Auditors | 1,043,647 | 93.55 | % | 71,981 | 6.45 | % | ||||
| (c) | The<br> ordinary resolution re-confirming and approving the Company’s Amended and Restated Shareholder Rights Plan (as described in<br> the Circular) was approved. The following are the voting results on this matter: | |||||||||
| --- | --- | |||||||||
| Matter | Votes For | % For | Votes Against | % Against | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Resolution re Rights Plan | 521,610 | 79.93 | % | 130,965 | 20.07 | % |
Dated this 30^th^ day of June, 2025.
| COSCIENS BIOPHARMA INC. | |
|---|---|
| By: | (signed) “Peter H. Puccetti” |
| Name: | Peter H. Puccetti |
| Title: | Chairman of the Board |