基本數據
| LEI | 529900BJUYJKNV5H2P27 |
| CIK | 1113423 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to COSCIENS Biopharma Inc.
SEC Filings (Chronological Order)
本頁面提供了一個完整的、按時間順序排列的美國證券交易委員會（SEC）申報文件列表，不包括我們在其他地方提供的所有權申報。
| May 20, 2026 |
Exhibit (a)(2)(i) |
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| May 20, 2026 |
Exhibit (a)(2)(iii) |
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| May 20, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to SCHEDULE 13E-3 Rule 13e-3 Transaction Statement (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) COSCIENS Biopharma Inc. (Name of the Issuer) COSCIENS Biopharma Inc. (Name of Persons Filing Statement) Common Stock, No Par Value per Share (Title of Class of Securities) 22112H101 (CUSIP Numbe |
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| May 20, 2026 |
Exhibit 99.1 |
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| May 20, 2026 |
Exhibit (a)(2)(ii) |
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| May 20, 2026 |
Exhibit 99.2 |
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| May 20, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May, 2026 Commission File Number: 001-38064 COSCIENS Biopharma Inc. (Translation of registrant’s name into English) c/o Borden Ladner Gervais, LLP 22 Adelaide St. West, Suite 3400 Bay Adelaide |
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| May 12, 2026 |
COSCIENS Biopharma Inc. Reports Q1 2026 Results Exhibit 99.1 COSCIENS Biopharma Inc. Reports Q1 2026 Results TORONTO, ONTARIO, May 12, 2026 – COSCIENS Biopharma Inc. (TSX: CSCI) (OTCQB: CSCIF) (“COSCIENS” or the “Company”) today reported its financial and operating results for the first quarter ended March 31, 2026. All amounts in this press release are in U.S. dollars. Q1 2026 Financial Highlights ● $5.0 million in cash and cash equivalents at |
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| May 12, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May, 2026 Commission File Number: 001-38064 COSCIENS Biopharma Inc. (Translation of registrant’s name into English) c/o Borden Ladner Gervais, LLP 22 Adelaide St. West, Suite 3400 Bay Adelaide |
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| May 12, 2026 |
Exhibit 99.1 COSCIENS Biopharma Inc. Condensed Interim Consolidated Financial Statements As of March 31, 2026, and for the three months ended March 31, 2026, and 2025 (In thousands of US dollars) (Unaudited) Condensed Interim Consolidated Statements of Financial Position 2 Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity 3 Condensed Interim Consolidated Statements of In |
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| May 12, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May, 2026 Commission File Number: 001-38064 COSCIENS Biopharma Inc. (Translation of registrant’s name into English) c/o Borden Ladner Gervais, LLP 22 Adelaide St. West, Suite 3400 Bay Adelaide |
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| May 12, 2026 |
FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE Exhibit 99.3 FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, Peter Puccetti, Interim Chief Executive Officer and Chair of the Board of Directors, COSCIENS Biopharma Inc., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of COSCIENS Biopharma Inc. (the “issuer”) for the interim period ended March 31, |
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| May 12, 2026 |
FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE Exhibit 99.4 FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, Giuliano La Fratta, Chief Financial Officer, COSCIENS Biopharma Inc., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of COSCIENS Biopharma Inc. (the “issuer”) for the interim period ended March 31, 2026. 2. No misrepresentations: Based o |
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| May 12, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to SCHEDULE 13E-3 Rule 13e-3 Transaction Statement (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) COSCIENS Biopharma Inc. (Name of the Issuer) COSCIENS Biopharma Inc. (Name of Persons Filing Statement) Common Stock, No Par Value per Share (Title of Class of Securities) 22112H101 (CUSIP Numbe |
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| May 12, 2026 |
Exhibit 99.2 Management’s Discussion and Analysis of Financial Condition and Results of Operations Introduction This Management’s Discussion and Analysis (“MD&A”) provides a review of the results of operations, financial condition and cash flows of COSCIENS Biopharma Inc. for the three months ended March 31, 2026. In this MD&A, “COSCIENS”, the “Company”, “we”, “us” and “our” mean COSCIENS Biopharm |
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| May 8, 2026 |
To: All Canadian Securities Regulatory Authorities Exhibit (a)(2)(v) May 8, 2026 650 De Maisonneuve Blvd., 7th Floor Montreal QC, H3A 3T2 www.computershare.com To: All Canadian Securities Regulatory Authorities 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 Type : Annual General and Special Meeting Record Date for Notice of Meeting |
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| May 8, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to SCHEDULE 13E-3 Rule 13e-3 Transaction Statement (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) COSCIENS Biopharma Inc. (Name of the Issuer) COSCIENS Biopharma Inc. (Name of Persons Filing Statement) Common Stock, No Par Value per Share (Title of Class of Securities) 22112H101 (CUSIP Numbe |
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| May 8, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May, 2026 Commission File Number: 001-38064 COSCIENS Biopharma Inc. (Translation of registrant’s name into English) c/o Borden Ladner Gervais, LLP 22 Adelaide St. West, Suite 3400 Bay Adelaide |
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| May 8, 2026 |
To: All Canadian Securities Regulatory Authorities Exhibit 99.1 May 8, 2026 650 De Maisonneuve Blvd., 7th Floor Montreal QC, H3A 3T2 www.computershare.com To: All Canadian Securities Regulatory Authorities 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 Type : Annual General and Special Meeting Record Date for Notice of Meeting : Ma |
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| May 4, 2026 |
Exhibit (a)(2)(i) PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION, DATED May 1, 2026 ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON [], 2026 NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS and MANAGEMENT PROXY CIRCULAR This Notice and Management Proxy Circular, along with accompanying materials, require your immediate attention. |
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| May 4, 2026 |
Exhibit (a)(2)(ii) |
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| May 4, 2026 |
Exhibit (a)(2)(iv) COSCIENS Biopharma Inc. Provides Update on its Plan to Suspend U.S. Public Company Reporting Obligations TORONTO, ONTARIO, April 20, 2026 – COSCIENS Biopharma Inc. (TSX: CSCI) (OTCQB: CSCIF) (“COSCIENS” or the “Company”) announced today that it has filed a Rule 13e-3 Transaction Statement (the “Transaction Statement”) with the U.S. Securities and Exchange Commission (the “SEC”). |
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| May 4, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE 13E-3 Rule 13e-3 Transaction Statement (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) COSCIENS Biopharma Inc. (Name of the Issuer) COSCIENS Biopharma Inc. (Name of Persons Filing Statement) Common Stock, No Par Value per Share (Title of Class of Securities) 22112H101 (CUSIP Numbe |
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| May 4, 2026 |
Exhibit (C) April 16, 2026 Private & Confidential The Board of Directors COSCIENS Biopharma Inc. |
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| May 4, 2026 |
PRELIMINARY LETTER OF TRANSMITTAL – SUBJECT TO COMPLETION, DATED APRIL 20, 2026 Exhibit (a)(2)(iii) PRELIMINARY LETTER OF TRANSMITTAL – SUBJECT TO COMPLETION, DATED APRIL 20, 2026 The Instructions accompanying this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed. |
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| April 20, 2026 |
Exhibit 99.2 COSCIENS Biopharma Inc. Provides Update on its Plan to Suspend U.S. Public Company Reporting Obligations TORONTO, ONTARIO, April 20, 2026 – COSCIENS Biopharma Inc. (TSX: CSCI) (OTCQB: CSCIF) (“COSCIENS” or the “Company”) announced today that it has filed a Rule 13e-3 Transaction Statement (the “Transaction Statement”) with the U.S. Securities and Exchange Commission (the “SEC”). As pr |
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| April 20, 2026 |
Exhibit (C) April 16, 2026 Private & Confidential The Board of Directors COSCIENS Biopharma Inc. |
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| April 20, 2026 |
Exhibit (a)(2)(iv) COSCIENS Biopharma Inc. Provides Update on its Plan to Suspend U.S. Public Company Reporting Obligations TORONTO, ONTARIO, April 20, 2026 – COSCIENS Biopharma Inc. (TSX: CSCI) (OTCQB: CSCIF) (“COSCIENS” or the “Company”) announced today that it has filed a Rule 13e-3 Transaction Statement (the “Transaction Statement”) with the U.S. Securities and Exchange Commission (the “SEC”). |
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| April 20, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 Rule 13e-3 Transaction Statement (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) COSCIENS Biopharma Inc. (Name of the Issuer) COSCIENS Biopharma Inc. (Name of Persons Filing Statement) Common Stock, No Par Value per Share (Title of Class of Securities) 22112H101 (CUSIP Number of Class of Secur |
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| April 20, 2026 |
Exhibit 99.1 PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION, DATED APRIL 20, 2026 ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON [], 2026 NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS and MANAGEMENT PROXY CIRCULAR This Notice and Management Proxy Circular, along with accompanying materials, require your immediate attention. THE BOARD OF DIRECTORS RECOMMENDS A |
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| April 20, 2026 |
Exhibit (a)(2)(i) PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION, DATED APRIL 20, 2026 ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON [], 2026 NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS and MANAGEMENT PROXY CIRCULAR This Notice and Management Proxy Circular, along with accompanying materials, require your immediate attention. |
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| April 20, 2026 |
Table 1: Transaction Valuation Calculation of Filing Fee Tables Table 1: Transaction Valuation Transaction Valuation Fee Rate Amount of Filing Fee Fees to be Paid 1 $ 346,072. |
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| April 20, 2026 |
PRELIMINARY LETTER OF TRANSMITTAL – SUBJECT TO COMPLETION, DATED APRIL 20, 2026 Exhibit (a)(2)(iii) PRELIMINARY LETTER OF TRANSMITTAL – SUBJECT TO COMPLETION, DATED APRIL 20, 2026 The Instructions accompanying this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed. |
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| April 20, 2026 |
Exhibit (a)(2)(ii) |
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| April 20, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April, 2026 Commission File Number: 001-38064 COSCIENS Biopharma Inc. (Translation of registrant’s name into English) c/o Borden Ladner Gervais, LLP 22 Adelaide St. West, Suite 3400 Bay Adelaid |
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| April 7, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April, 2026 Commission File Number: 001-38064 COSCIENS Biopharma Inc. (Translation of registrant’s name into English) c/o Borden Ladner Gervais, LLP 22 Adelaide St. West, Suite 3400 Bay Adelaid |
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| April 7, 2026 |
COSCIENS Comments on Unusual Market Activity Exhibit 99.1 COSCIENS Comments on Unusual Market Activity TORONTO, ONTARIO, April 7, 2026 – COSCIENS Biopharma Inc. (TSX: CSCI) (OTCQB: CSCIF) (“COSCIENS” or the “Company”) is issuing this news release in response to unusual market activity. While the Company does not normally comment on market activity or market speculation, the Company confirms that it is not aware of any material undisclosed in |
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| March 25, 2026 |
Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report of COSCIENS Biopharma Inc. (the “Company”) on Form 20-F for the year ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Giuliano La Fratta, Chief Financial Officer of |
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| March 25, 2026 |
Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report of COSCIENS Biopharma Inc. (the “Company”) on Form 20-F for the year ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Peter Puccetti, Interim Chief Executive Officer |
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| March 25, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March, 2026 Commission File Number: 001-38064 COSCIENS Biopharma Inc. (Translation of registrant’s name into English) c/o Borden Ladner Gervais, LLP 22 Adelaide St. West, Suite 3400 Bay Adelaid |
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| March 25, 2026 |
DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT Exhibit 2.2 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT As of the date of the Annual Report on Form 20-F of which this Exhibit 2.2 is a part, COSCIENS Biopharma Inc. (the “Company”) had the following securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”): Title of Each Class Trading Symbol(s) Name of Each Exchange o |
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| March 25, 2026 |
Exhibit 99.1 COSCIENS Biopharma 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 fou |
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| March 25, 2026 |
Certification of the Principal Executive Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002 Exhibit 12.1 Certification of the Principal Executive Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002 I, Peter Puccetti, certify that: 1. I have reviewed this annual report on Form 20-F of COSCIENS Biopharma Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light |
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| March 25, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ☐ Registration Statement Pursuant to Section 12(b) or 12(g) of The Securities Exchange Act of 1934 OR ☒ Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 for the fiscal year ended December 31, 2025 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act |
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| March 25, 2026 |
Certification of the Principal Financial Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002 Exhibit 12.2 Certification of the Principal Financial Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002 I, Giuliano La Fratta, certify that: 1. I have reviewed this annual report on Form 20-F of COSCIENS Biopharma Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in l |
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| March 25, 2026 |
AETERNA ZENTARIS INC. 2018 LONG-TERM INCENTIVE PLAN TABLE OF CONTENTS Exhibit 4.1 AETERNA ZENTARIS INC. 2018 LONG-TERM INCENTIVE PLAN TABLE OF CONTENTS 1. Effective Date 1 2. Purposes of the Plan 1 3. Terminology 1 4. Administration 1 (a) Administration of the Plan 1 (b) Powers of the Administrator 1 (c) Delegation of Administrative Authority 3 (d) Non-Uniform Determinations 3 (e) Limited Liability; Advisors 3 (f) Indemnification 3 (g) Effect of Administrator’s Deci |
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| March 13, 2026 |
Registration No. 333-200834 As filed with the Securities and Exchange Commission on March 13, 2026 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COSCIENS Biopharma Inc. (f/k/a Aeterna Zentaris Inc.) (Exact name of registrant as specified in its charter) Canada N/A (State or |
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| March 13, 2026 |
Registration No. 333-277115 As filed with the Securities and Exchange Commission on March 13, 2026 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO.1 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COSCIENS Biopharma Inc. (f/k/a Aeterna Zentaris Inc.) (Exact name of registrant as specified in its charter) N/A (Translation of Re |
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| March 13, 2026 |
Registration No. 333-224737 As filed with the Securities and Exchange Commission on March 13, 2026 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COSCIENS Biopharma Inc. (f/k/a Aeterna Zentaris Inc.) (Exact name of registrant as specified in its charter) Canada N/A (State or |
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| March 13, 2026 |
Registration No. 333-279844 As filed with the Securities and Exchange Commission on March 13, 2026 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COSCIENS Biopharma Inc. (f/k/a Aeterna Zentaris Inc.) (Exact name of registrant as specified in its charter) Canada N/A (State or |
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| March 13, 2026 |
Registration No. 333-254680 As filed with the Securities and Exchange Commission on March 13, 2026 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COSCIENS Biopharma Inc. (f/k/a Aeterna Zentaris Inc.) (Exact name of registrant as specified in its charter) N/A (Translation of R |
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| March 13, 2026 |
Registration No. 333-248561 As filed with the Securities and Exchange Commission on March 13, 2026 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 6 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COSCIENS Biopharma Inc. (f/k/a Aeterna Zentaris Inc.) (Exact name of registrant as specified in its charter) N/A (Translation of R |
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| March 13, 2026 |
Registration No. 333-210561 As filed with the Securities and Exchange Commission on March 13, 2026 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COSCIENS Biopharma Inc. (f/k/a Aeterna Zentaris Inc.) (Exact name of registrant as specified in its charter) Canada N/A (State or |
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| March 13, 2026 |
Registration No. 333-239264 As filed with the Securities and Exchange Commission on March 13, 2026 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO.6 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COSCIENS Biopharma Inc. (f/k/a Aeterna Zentaris Inc.) (Exact name of registrant as specified in its charter) N/A (Translation of Re |
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| March 13, 2026 |
Registration No. 333-239019 As filed with the Securities and Exchange Commission on March 13, 2026 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 6 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COSCIENS Biopharma Inc. (f/k/a Aeterna Zentaris Inc.) (Exact name of registrant as specified in its charter) N/A (Translation of R |
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| March 5, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March, 2026 Commission File Number: 001-38064 COSCIENS Biopharma Inc. (Translation of registrant’s name into English) c/o Borden Ladner Gervais, LLP 22 Adelaide St. West, Suite 3400 Bay Adelaid |
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| March 5, 2026 |
COSCIENS Provides Strategic Update Exhibit 99.1 COSCIENS Provides 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 |
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| February 13, 2026 |
650 De Maisonneuve Blvd., 7th Floor Exhibit 99.1 February 13, 2026 650 De Maisonneuve Blvd., 7th Floor Montreal QC, H3A 3T2 www.computershare.com To: All Canadian Securities Regulatory Authorities 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 Type : Special Meeting Record Date for Notice of Meeting : March 3, 2026 R |
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| February 13, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February, 2026 Commission File Number: 001-38064 COSCIENS Biopharma Inc. (Translation of registrant’s name into English) c/o Borden Ladner Gervais, LLP 22 Adelaide St. West, Suite 3400 Bay Adel |
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| December 1, 2025 |
Exhibit 99.1 COSCIENS Announces Exclusive Distribution Agreement with Wuzhou Drug International for Macrilen® in Hainan-Guangdong-Hong Kong-Macao Greater Bay Area and Singapore TORONTO, ONTARIO, December 1, 2025 – COSCIENS Biopharma Inc. (TSX: CSCI) (FINRA: CSCIF) (“COSCIENS” or the “Company”), a life sciences company focused on pharmaceutical therapies, diagnostic products, and natural ingredient |
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| December 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December, 2025 Commission File Number: 001-38064 COSCIENS Biopharma Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP 222 Bay Street, Suite 3000, PO Box |
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| November 14, 2025 |
COSCIENS Biopharma Inc. Announces Leadership Change Exhibit 99.1 COSCIENS Biopharma Inc. Announces Leadership Change TORONTO, ONTARIO, November 14, 2025 – COSCIENS Biopharma Inc. (TSX: CSCI) (FINRA: CSCIF) (“COSCIENS” or the “Company”), a life science company focused on natural ingredients and pharmaceutical solutions, announced today that Peter H. Puccetti, CFA, Chairman of the Company’s board of directors (the “Board”), has been appointed Interim |
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| November 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of November, 2025 Commission File Number: 001-38064 COSCIENS Biopharma Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 5 |
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| November 12, 2025 |
Exhibit 99.1 COSCIENS Biopharma Inc. (formerly Aeterna Zentaris Inc.) Condensed Interim Consolidated Financial Statements As of September 30, 2025, and for the nine months ended September 30, 2025, and 2024 (In thousands of US dollars) (Unaudited) Condensed Interim Consolidated Statements of Financial Position 2 Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity 3 Condens |
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| November 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of November, 2025 Commission File Number: 001-38064 COSCIENS Biopharma Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 5 |
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| November 12, 2025 |
Exhibit 99.2 Management’s Discussion and Analysis of Financial Condition and Results of Operations Introduction This Management’s Discussion and Analysis (“MD&A”) provides a review of the results of operations, financial condition and cash flows of COSCIENS Biopharma Inc. (formerly Aeterna Zentaris Inc.) for the three and nine months ended September 30, 2025. In this MD&A, “COSCIENS”, the “Company |
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| November 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of November, 2025 Commission File Number: 001-38064 COSCIENS Biopharma Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 5 |
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| November 12, 2025 |
FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE Exhibit 99.3 FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, Anna Biehn, Chief Executive Officer, COSCIENS Biopharma Inc., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of COSCIENS Biopharma Inc. (the “issuer”) for the interim period ended September 30, 2025. 2. No misrepresentations: Based on my |
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| November 12, 2025 |
Exhibit 99.1 COSCIENS Biopharma Inc. Reports Third Quarter 2025 Financial Results and Provides Strategic Initiatives Update COSCIENS voluntarily delists from Nasdaq, while retaining the Company’s listing on the TSX COSCIENS restructuring results in significantly lower cash outflow with operating expenses down 59% vs. Q3 2024. TORONTO, ONTARIO, November 11, 2025 – COSCIENS Biopharma Inc. (FINRA: CS |
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| November 12, 2025 |
FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE Exhibit 99.4 FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, Giuliano La Fratta, Chief Financial Officer, COSCIENS Biopharma Inc., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of COSCIENS Biopharma Inc. (the “issuer”) for the interim period ended September 30, 2025. 2. No misrepresentations: Bas |
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| August 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-38064 COSCIENS BIOPHARMA INC. Nasdaq Capital Market (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) c/o Nor |
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| August 14, 2025 |
FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE Exhibit 99.4 FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, Giuliano La Fratta, Chief Financial Officer, COSCIENS Biopharma Inc., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of COSCIENS Biopharma Inc. (the “issuer”) for the interim period ended June 30, 2025. 2. No misrepresentations: Based on |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August, 2025 Commission File Number: 001-38064 COSCIENS Biopharma Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, |
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| August 14, 2025 |
FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE Exhibit 99.3 FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, Anna Biehn, Chief Executive Officer, COSCIENS Biopharma Inc., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of COSCIENS Biopharma Inc. (the “issuer”) for the interim period ended June 30, 2025. 2. No misrepresentations: Based on my know |
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| August 14, 2025 |
Exhibit 99.2 Management’s Discussion and Analysis of Financial Condition and Results of Operations Introduction This Management’s Discussion and Analysis (“MD&A”) provides a review of the results of operations, financial condition and cash flows of COSCIENS Biopharma Inc. (formerly Aeterna Zentaris Inc.) for the three and six months ended June 30, 2025. In this MD&A, “COSCIENS”, the “Company”, “we |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August, 2025 Commission File Number: 001-38064 COSCIENS Biopharma Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, |
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| August 14, 2025 |
Exhibit 99.1 COSCIENS Biopharma Inc. (formerly Aeterna Zentaris Inc.) Condensed Interim Consolidated Financial Statements As of June 30, 2025, and for the six months ended June 30, 2025, and 2024 (In thousands of US dollars) (Unaudited) Condensed Interim Consolidated Statements of Financial Position 2 Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity 3 Condensed Interim |
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| August 14, 2025 |
Exhibit 99.1 COSCIENS Biopharma Inc. Reports Second Quarter 2025 Financial Results and Provides Strategic Initiatives Update COSCIENS Board of Directors approves a plan to voluntarily delist from Nasdaq, while retaining the Company’s listing on the TSX TORONTO, ONTARIO, August 14, 2025 – COSCIENS Biopharma Inc. (NASDAQ: CSCI) (TSX: CSCI) (“COSCIENS” or the “Company”), a life science company focuse |
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| June 30, 2025 |
COSCIENS Biopharma Announces Results of Virtual 2025 Meeting of Shareholders Exhibit 99.1 COSCIENS Biopharma 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 busi |
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| June 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of June, 2025 Commission File Number: 001-38064 COSCIENS Biopharma Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, T |
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| June 9, 2025 |
Exhibit 99.4 RESOLUTION AGREEMENT THIS RESOLUTION AGREEMENT is made this 30th day of May, 2025. AMONG: COSCIENS BIOPHARMA INC., a corporation existing under the laws of Canada, (“COSCIENS”), - and - GOODWOOD FUND, a mutual fund trust established under the laws of the Province of Ontario (“Goodwood Fund”), - and - PUCCETTI FUNDS MANAGEMENT INC., a corporation existing under the laws of the Province |
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| June 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of June, 2025 Commission File Number: 001-38064 COSCIENS Biopharma Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, T |
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| June 9, 2025 |
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS Exhibit 99.2 NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “Meeting”) of shareholders of COSCIENS Biopharma Inc. (the “Corporation” or “COSCIENS”) will be held on Monday, June 30, 2025, at 10:00 a.m. (Eastern time). The Meeting will be a virtual meeting conducted via live audio webcast. Shareholders can access t |
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| June 9, 2025 |
Exhibit 99.3 |
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| June 9, 2025 |
Exhibit 99.1 ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 30, 2025 NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS and MANAGEMENT PROXY CIRCULAR This Notice and Management Proxy Circular, along with accompanying materials, require your immediate attention. THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOUR OF ALL PROPOSED RESOLUTIONS. YOUR VOTE IS IMPORTANT. P |
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| June 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May, 2025 Commission File Number: 001-38064 COSCIENS Biopharma Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, To |
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| June 2, 2025 |
Exhibit 99.1 COSCIENS Biopharma Inc. Reconstitutes Board for Benefit of Shareholders Reconstituted Board to Revitalize COSCIENS TORONTO, May 30, 2025 – COSCIENS Biopharma Inc. (NASDAQ: CSCI; TSX: CSCI) today announced that it has entered into a resolution agreement (the “Resolution Agreement”) with Goodwood Inc., Goodwood Fund and Puccetti Funds Management Inc. (collectively, “Goodwood”) to resolv |
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| May 30, 2025 |
Subject: COSCIENS Biopharma Inc. Exhibit 99.1 May 30, 2025 650 De Maisonneuve Blvd., 7th Floor Montreal QC, H3A 3T2 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 Type : Annual General and Special Meeting Record Date for Notice of Meeting : May 27, 2025 Record Date for Voti |
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| May 30, 2025 |
To: All Canadian Securities Regulatory Authorities Exhibit 99.2 May 30, 2025 650 De Maisonneuve Blvd., 7th Floor Montreal QC, H3A 3T2 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 Type : Annual General and Special Meeting Record Date for Notice of Mee |
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| May 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May, 2025 Commission File Number: 001-38064 COSCIENS Biopharma Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, To |
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| May 27, 2025 |
Exhibit 99.1 COSCIENS Biopharma Inc. Acknowledges Receipt of Intended Director Nominations from Goodwood for the Upcoming Annual and Special Meeting of Shareholders TORONTO, ONTARIO, May 26, 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 pharm |
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| May 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May, 2025 Commission File Number: 001-38064 COSCIENS Biopharma Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, To |
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| May 20, 2025 |
STATEMENT OF EXECUTIVE COMPENSATION FOR THE YEAR ENDED DECEMBER 31, 2024 Exhibit 99.1 STATEMENT OF EXECUTIVE COMPENSATION FOR THE YEAR ENDED DECEMBER 31, 2024 Share Consolidation Effective July 18, 2022, COSCIENS Biopharma Inc. (the “Corporation”, “COSCIENS”, “we” or “our”) consolidated all of its outstanding common shares (“Common Shares”) on a basis of one post-consolidation Common Share for every 25 pre-consolidation Common Shares (the “2022 Consolidation”). Further |
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| May 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May, 2025 Commission File Number: 001-38064 COSCIENS Biopharma Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, To |
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| May 13, 2025 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations Introduction This Management’s Discussion and Analysis (“MD&A”) provides a review of the results of operations, financial condition and cash flows of COSCIENS Biopharma Inc. |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May, 2025 Commission File Number: 001-38064 COSCIENS Biopharma Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, To |
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| May 13, 2025 |
COSCIENS Biopharma Inc. (formerly Aeterna Zentaris Inc.) Condensed Interim Consolidated Financial Statements As of March 31, 2025, and for the three months ended March 31, 2025, and 2024 (In thousands of US dollars) (Unaudited) Condensed Interim Consolidated Statements of Financial Position 2 Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity 3 Condensed Interim Consolida |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May, 2025 Commission File Number: 001-38064 COSCIENS Biopharma Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, To |
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| May 13, 2025 |
FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE Exhibit 99.4 FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, Giuliano La Fratta, Chief Financial Officer, COSCIENS Biopharma Inc., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of COSCIENS Biopharma Inc. (the “issuer”) for the interim period ended March 31, 2025. 2. No misrepresentations: Based o |
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| May 13, 2025 |
Exhibit 99.1 COSCIENS Biopharma Inc. Reports First Quarter 2025 Financial Results and Provides a Corporate Update Repositioned as a pure-play natural-based product company following strategic review and pipeline prioritization Efforts continue to gain efficiencies through streamlining and cost cutting measures; Company ended the quarter with US$13.8 million in cash Advancing Phase 2 clinical trial |
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| May 13, 2025 |
FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE Exhibit 99.3 FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, Anna Biehn, Chief Executive Officer, COSCIENS Biopharma Inc., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of COSCIENS Biopharma Inc. (the “issuer”) for the interim period ended March 31, 2025. 2. No misrepresentations: Based on my kno |
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| May 2, 2025 |
To: All Canadian Securities Regulatory Authorities Exhibit 99.2 May 2, 2025 650 De Maisonneuve Blvd., 7th Floor Montreal QC, H3A 3T2 www.computershare.com To: All Canadian Securities Regulatory Authorities 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 Type : Annual General and Special Meeting Record Date for Notice of Meeting : Ma |
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| May 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May, 2025 Commission File Number: 001-38064 COSCIENS Biopharma Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, To |
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| May 2, 2025 |
Subject: COSCIENS Biopharma Inc. Exhibit 99.1 May 2, 2025 650 De Maisonneuve Blvd., 7th Floor Montreal QC, H3A 3T2 www.computershare.com To: NASDAQ 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 Type : Annual General and Special Meeting Record Date for Notice of Meeting : May 27, 2025 Record Date for Voting (if ap |
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| April 14, 2025 |
Exhibit 99.1 COSCIENS Biopharma Inc. Appoints Global Consumer Products and Biosciences Executive, Anna Biehn as Chief Executive Officer 25+ years of experience in executive leadership roles and developing global strategic growth plans with repeatable models applicable across markets, categories and channels Current President and CEO, Gilles Gagnon to remain as a Strategic Advisor and Director Comp |
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| April 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of April, 2025 Commission File Number: 001-38064 COSCIENS Biopharma Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, |
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| April 9, 2025 |
Exhibit 12.2 Certification of the Principal Financial Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002 Certification I, Giuliano La Fratta, certify that: 1. I have reviewed this annual report on Form 20-F of COSCIENS Biopharma Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the stateme |
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| April 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ☐ Registration Statement Pursuant to Section 12(b) or 12(g) of The Securities Exchange Act of 1934 OR ☒ Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 for the fiscal year ended December 31, 2024 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act |
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| April 9, 2025 |
Exhibit 4.6 |
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| April 9, 2025 |
Exhibit 16.2 April 9, 2025 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F Street, NE Washington, DC 20549 U.S.A. Dear Sir or Madam: Subject: COSCIENS Bioparma Inc. File No. 001-38064 We have read Item 16F of Form 20-F of COSCIENS Biopharma Inc. dated April 9, 2025, and agree with the statements concerning our Firm contained therein. Yours truly, /s/ Raymond Chabot Gra |
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| April 9, 2025 |
Exhibit 13.2 Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report of COSCIENS Biopharma Inc. (the “Company”) on Form 20-F for the year ended Dec |
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| April 9, 2025 |
Exhibit 1 |
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| April 9, 2025 |
Exhibit 11.1 |
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| April 9, 2025 |
COSCIENS BIOPHARMA Inc. EXECUTIVE COMPENSATION CLAWBACK POLICY Exhibit 97.1 COSCIENS BIOPHARMA Inc. EXECUTIVE COMPENSATION CLAWBACK POLICY Introduction The Board of Directors (the “Board”) of COSCIENS Biopharma Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosop |
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| April 9, 2025 |
Exhibit 4.7 |
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| April 9, 2025 |
Exhibit 12.1 Certification of the Principal Executive Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002 Certification I, Gilles Gagnon, certify that: 1. I have reviewed this annual report on Form 20-F of COSCIENS Biopharma Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements m |
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| April 9, 2025 |
Consent of Independent Registered Public Accounting Firm Exhibit 15.2 Consent of Independent Registered Public Accounting Firm We have issued our report dated April 9, 2025, with respect to the consolidated financial statements included in the Annual Report of COSCIENS Biopharma Inc. on Form 20-F for the year ended December 31, 2024. We consent to the incorporation by reference of said report in Registration Statements on Form S-8 (File No. 333-224737, |
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| April 9, 2025 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement Nos. 333-224737, 333-210561, 333-200834, 333-279844 on Form S-8 of our report dated April 9, 2025, relating to the financial statements of Cosciens Biopharma Inc. appearing in this Annual Report on Form 20-F for the year ended December 31, 2024. /s/ Deloitte |
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| April 9, 2025 |
DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT Exhibit 2.2 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT As of the date of the Annual Report on Form 20-F of which this Exhibit 2.2 is a part, COSCIENS Biopharma Inc. (the “Company”) had the following securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”): Title of each class Trading Symbol(s) Name of each exchange o |
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| April 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of April, 2025 Commission File Number: 001-38064 COSCIENS Biopharma Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, |
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| April 9, 2025 |
Exhibit 13.1 Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report of COSCIENS Biopharma Inc. (the “Company”) on Form 20-F for the year ended Dec |
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| April 9, 2025 |
Exhibit 99.1 COSCIENS Biopharma Inc. Reports Fourth Quarter and Full Year 2024 Financial Results and Provides a Corporate Update Fully repositioned as a pure-play natural-based product company following strategic review and pipeline prioritization Ongoing streamlined efficiencies and cost cutting measures taken to refine operations and development pathway forward; Company ended the quarter with US |
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| April 2, 2025 |
COSCIENS Biopharma Inc. Announces Receipt of Management Cease Trade Order Exhibit 99.1 COSCIENS Biopharma Inc. Announces Receipt of Management Cease Trade Order TORONTO, ONTARIO, April 1, 2025 – COSCIENS Biopharma Inc. (NASDAQ: CSCI) (TSX: CSCI) (“COSCIENS” or the “Company”), a life science company which develops and commercializes a diversified portfolio of cosmeceutical, nutraceutical and pharmaceutical products, today announces further to its news release of March 19 |
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| April 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of April, 2025 Commission File Number: 001-38064 COSCIENS Biopharma Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, |
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| March 20, 2025 |
COSCIENS Biopharma Inc. Announces Possible Delay in Filing Year-End Reporting Documents Exhibit 99.1 COSCIENS Biopharma Inc. Announces Possible Delay in Filing Year-End Reporting Documents TORONTO, ONTARIO, March 19, 2025 – COSCIENS Biopharma Inc. (NASDAQ: CSCI) (TSX: CSCI) (“COSCIENS” or the “Company”), a life science company which develops and commercializes a diversified portfolio of cosmeceutical, nutraceutical and pharmaceutical products, today announced that there is a potentia |
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| March 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of March, 2025 Commission File Number: 001-38064 COSCIENS Biopharma Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, |
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| March 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of March, 2025 Commission File Number: 001-38064 COSCIENS Biopharma Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, |
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| March 13, 2025 |
Exhibit 99.1 COSCIENS Biopharma Inc. Announces Successful Phase 1 Results Supporting Initiation of Phase 2a Clinical Efficacy Trial with Avenanthramides as a Potential Anti-Inflammatory Product ● No significant clinical adverse event observed in Phase 1clinical study ● Pharmacokinetic profile established and range of doses selected for Phase 2a Clinical Efficacy Study ● First patient expected to b |
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| December 23, 2024 |
Exhibit 99.1 COSCIENS Biopharma Inc. Provides Corporate Update and Highlights Pipeline Prioritization Company leveraging core competencies to develop and commercialize natural-based products to improve health and wellness Streamlined efficiencies and cost cutting measures taken to refine operations and development pathway forward New corporate presentation outlining key development areas to be ava |
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| December 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of December, 2024 Commission File Number: 001-38064 COSCIENS Biopharma Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 5 |
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| December 20, 2024 |
SCHEDULE A Transactions in the Shares of the Issuer by the Reporting Persons During the Past Sixty (60) Days The following table sets forth all transactions in the Shares effected during the past sixty (60) days by the Reporting Persons. |
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| December 20, 2024 |
Exhibit 99.2 Letter Dated December 19, 2024 From Goodwood, Inc. To Cosciens Biopharma Inc. GOODWOOD INC. 132 Trafalgar Road Oakville, Ontario L6J 3G5 DELIVERED December 19, 2024 COSCIENS Biopharma Inc. 222 Bay Street, Suite 3000 Toronto, ON M5K 1E7 Attn: Board of Directors Dear Directors: As you know, Goodwood Inc., including investment funds and accounts managed by it (collectively, “Goodwood”), |
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| December 20, 2024 |
EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto, the “Schedule 13D”) relating to the common stock, no par value, of Cosciens BioPharma Inc., which may b |
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| November 12, 2024 |
FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE Exhibit 99.4 FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, Giuliano La Fratta, Chief Financial Officer, COSCIENS Biopharma Inc., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of COSCIENS Biopharma Inc. (the “issuer”) for the interim period ended September 30, 2024. 2. No misrepresentations: Bas |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of November, 2024 Commission File Number: 001-38064 COSCIENS Biopharma Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 5 |
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| November 12, 2024 |
Exhibit 99.1 Management’s Discussion and Analysis of Financial Condition and Results of Operations Introduction This Management’s Discussion and Analysis (“MD&A”) provides a review of the results of operations, financial condition and cash flows of COSCIENS Biopharma Inc. (formerly Aeterna Zentaris Inc.) for the three-month and nine-month period ended September 30, 2024. In this MD&A, “COSCIENS”, |
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| November 12, 2024 |
Exhibit 99.2 COSCIENS Biopharma Inc. (formerly Aeterna Zentaris Inc.) Condensed Interim Consolidated Financial Statements As of September 30, 2024, and for the three and nine months ended September 30, 2024, and 2023 (In thousands of US dollars) (Unaudited) Condensed Interim Consolidated Statements of Financial Position 2 Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity |
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| November 12, 2024 |
Exhibit 99.1 COSCIENS Biopharma Inc. Reports Third Quarter 2024 Financial Results and Provides Update on Advancements with Merger Integration Process and Ongoing Development Programs Continued execution on merger integration with Ceapro Inc. and advancements across business Company ended the quarter with US$20.0 million in cash TORONTO, ONTARIO, November 12, 2024 – COSCIENS Biopharma Inc. (NASDAQ: |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of November, 2024 Commission File Number: 001-38064 COSCIENS Biopharma Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 5 |
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| November 12, 2024 |
FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE Exhibit 99.3 FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, Gilles Gagnon, Chief Executive Officer, COSCIENS Biopharma Inc., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of COSCIENS Biopharma Inc. (the “issuer”) for the interim period ended September 30, 2024. 2. No misrepresentations: Based on |
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| October 8, 2024 |
COSCIENS Biopharma Announces Change to Board of Directors Exhibit 99.1 COSCIENS Biopharma Announces Change to Board of Directors TORONTO, ONTARIO, October 8, 2024 – COSCIENS Biopharma Inc. (NASDAQ: CSCI) (TSX: CSCI) (“COSCIENS” or the “Company”), a specialty biopharmaceutical company developing and commercializing a diversified portfolio of cosmeceutical, nutraceutical and pharmaceutical products, today announced the resignation of Carolyn Egbert from th |
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| October 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE Ai-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of October, 2024 Commission File Number: 001-38064 COSCIENS Biopharma Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, |
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| October 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE Ai-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of October, 2024 Commission File Number: 001-38064 COSCIENS Biopharma Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, |
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| October 1, 2024 |
COSCIENS Biopharma Announces Appointment of Pierre Labbé as Director Exhibit 99.1 COSCIENS Biopharma Announces Appointment of Pierre Labbé as Director TORONTO, ONTARIO, October 1, 2024 – COSCIENS Biopharma Inc. (NASDAQ: CSCI) (TSX: CSCI) (“COSCIENS” or the “Company”), a specialty biopharmaceutical company developing and commercializing a diversified portfolio of cosmeceutical, nutraceutical and pharmaceutical products, announced the appointment of Pierre Labbé to i |
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| September 23, 2024 |
Exhibit 99.1 COSCIENS Biopharma Inc. Provides Updates on Merger Integration, Management Succession Plans and Ongoing Development Programs TORONTO, ONTARIO, September 23, 2024 – COSCIENS Biopharma Inc. (NASDAQ: CSCI) (TSX: CSCI) (“COSCIENS” or the “Company”), a specialty biopharmaceutical company developing and commercializing a diversified portfolio of cosmeceutical, nutraceutical and pharmaceutic |
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| September 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE Ai-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of September, 2024 Commission File Number: 001-38064 COSCIENS Biopharma Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 5 |
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| September 6, 2024 |
EX-99.1 2 ex99-1.htm EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto, the “Schedule 13D”) relating to the common stock, no par value, of Cosciens BioPha |
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| September 6, 2024 |
CA:CSCI / COSCIENS Biopharma Inc. / Goodwood Inc. Activist Investment SC 13D 1 formsc13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )* COSCIENS BIOPHARMA INC. (Name of Issuer) Common stock, no par value (Title of Class of Securities) 22112H101 (CUSIP Number) Peter |
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| August 27, 2024 |
Exhibit 99.1 COSCIENS Biopharma Inc. Announces Top-Line Results of Phase 3 DETECT-Trial for the Diagnosis of Childhood-Onset Growth Hormone Deficiency - Top-line data with unexpected results requiring further clarification, did not meet primary endpoint as per protocol - Potent growth hormone release following macimorelin stimulation - Safety of macimorelin confirmed in the pediatric population TO |
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| August 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE Ai-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August, 2024 Commission File Number: 001-38064 COSCIENS Biopharma Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 Commission File Number: 001-38064 COSCIENS Biopharma Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, |
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| August 13, 2024 |
FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE Exhibit 99.3 FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, Gilles Gagnon, Chief Executive Officer, COSCIENS Biopharma Inc., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of COSCIENS Biopharma Inc. (the “issuer”) for the interim period ended June 30, 2024. 2. No misrepresentations: Based on my k |
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| August 13, 2024 |
Exhibit 99.1 COSCIENS Biopharma Inc. (formerly Aeterna Zentaris Inc.) Condensed Interim Consolidated Financial Statements As of June 30, 2024, and for the three and six months ended June 30, 2024, and 2023 (In thousands of US dollars) (Unaudited) Condensed Interim Consolidated Statements of Financial Position 2 Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity 3 Condense |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE Ai-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August, 2024 Commission File Number: 001-38064 COSCIENS Biopharma Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, |
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| August 13, 2024 |
FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE Exhibit 99.4 FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, Giuliano La Fratta, Chief Financial Officer, COSCIENS Biopharma Inc., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of COSCIENS Biopharma Inc. (the “issuer”) for the interim period ended June 30, 2024. 2. No misrepresentations: Based on |
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| August 13, 2024 |
Exhibit 99.2 Management’s Discussion and Analysis of Financial Condition and Results of Operations Introduction This Management’s Discussion and Analysis (“MD&A”) provides a review of the results of operations, financial condition and cash flows of COSCIENS Biopharma Inc. (formerly Aeterna Zentaris Inc.) for the three-month and six-month period ended June 30, 2024. In this MD&A, “COSCIENS”, the “C |
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| August 13, 2024 |
Exhibit 99.1 COSCIENS Biopharma Inc. Reports Second Quarter 2024 Financial Results Data from pivotal DETECT-Trial evaluating macimorelin for the diagnosis of childhood-onset growth hormone deficiency expected in Q3 2024 Company ended the quarter with US$27.8 million in cash TORONTO, ONTARIO, August 13, 2024 – COSCIENS Biopharma Inc. (NASDAQ: CSCI) (TSX: CSCI) (“COSCIENS” or the “Company”), a speci |
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| August 7, 2024 |
Aeterna Zentaris Inc. Announces Name Change to COSCIENS Biopharma Inc. Exhibit 99.1 Aeterna Zentaris Inc. Announces Name Change to COSCIENS Biopharma Inc. TORONTO, ONTARIO, August 6, 2024 – COSCIENS Biopharma Inc. (formerly Aeterna Zentaris Inc.) (NASDAQ: AEZS) (TSX: AEZS) (“COSCIENS” or the “Company”), a specialty biopharmaceutical company developing and commercializing a diversified portfolio of pharmaceutical and diagnostic products and active ingredients for heal |
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| August 7, 2024 |
Exhibit 99.4 THIS FIRST SUPPLEMENTAL INDENTURE made as of the 6th day of August, 2024. BETWEEN: COSCIENS BIOPHARMA INC. (formerly, AETERNA ZENTARIS INC.), a corporation incorporated under the laws of Canada (the “Corporation”), - AND - COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada and authorized to carry on business in all provinces of Canada (the “Warran |
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| August 7, 2024 |
Exhibit 99.3 |
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| August 7, 2024 |
Exhibit 99.2 |
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| August 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE Ai-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 Commission File Number: 001-38064 Aeterna Zentaris Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, Tor |
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| July 24, 2024 |
July 24, 2024 Giuliano La Fratta Chief Financial Officer Aeterna Zentaris Inc. c/o Norton Rose Fulbright Canada, LLP 222 Bay Street, Suite 3000 PO Box 53, Toronto ON M5K 1E7, Canada Re: Aeterna Zentaris Inc. Form 20-F for Fiscal Year Ended December 31, 2023 File No. 001-38064 Dear Giuliano La Fratta: We have completed our review of your filings. We remind you that the company and its management ar |
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| July 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2024 Commission File Number: 001-38064 Aeterna Zentaris Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, Toro |
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| July 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F/A (Amendment No. 1) ☐ Registration Statement Pursuant to Section 12(b) or 12(g) of The Securities Exchange Act of 1934 OR ☒ Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 for the fiscal year ended December 31, 2023 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of The Sec |
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| July 17, 2024 |
Aeterna Zentaris Announces Results of Virtual 2024 Meeting of Shareholders Exhibit 99.1 Aeterna Zentaris Announces Results of Virtual 2024 Meeting of Shareholders TORONTO, ONTARIO, July 16, 2024 – Aeterna Zentaris Inc. (NASDAQ: AEZS) (TSX: AEZS) (“Aeterna” or the “Company”), a specialty biopharmaceutical company developing and commercializing a diversified portfolio of pharmaceutical and diagnostic products and active ingredients for healthcare and cosmetics industries, |
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| July 17, 2024 |
Aeterna Zentaris Inc. EXECUTIVE COMPENSATION CLAWBACK POLICY Exhibit 97.1 Aeterna Zentaris Inc. EXECUTIVE COMPENSATION CLAWBACK POLICY Introduction The Board of Directors (the “Board”) of Aeterna Zentaris Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. |
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| July 17, 2024 |
Consent of Independent Registered Public Accounting Firm Exhibit 15.2 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-224737, No. 333-210561, No. 333-200834 and No. 333-279844) and Form F-3 (No. 333-254680) of Aeterna Zentaris Inc. of our report dated March 22, 2023 with respect to the consolidated financial statements of Aeterna Zentaris Inc. as of |
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| July 17, 2024 |
Exhibit 4.7 |
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| July 17, 2024 |
Exhibit 13.1 Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Amendment No. 1 to the Annual Report of Aeterna Zentaris Inc. (the “Company”) on Form 20-F/A |
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| July 17, 2024 |
Exhibit 1.4 |
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| July 17, 2024 |
Exhibit 13.2 Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Amendment No. 1 to the Annual Report of Aeterna Zentaris Inc. (the “Company”) on Form 20-F/A |
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| July 17, 2024 |
Exhibit 4.6 |
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| July 17, 2024 |
Exhibit 12.2 Certification of the Principal Financial Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002 Certification I, Giuliano La Fratta, certify that: 1. I have reviewed this Amendment No. 1 to the Annual Report on Form 20-F/A (this “report”) of Aeterna Zentaris Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a mate |
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| July 17, 2024 |
Exhibit 11.1 |
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| July 17, 2024 |
Exhibit 12.1 Certification of the Principal Executive Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002 Certification I, Gilles Gagnon, certify that: 1. I have reviewed this Amendment No. 1 to the Annual Report on Form 20-F/A (this “report”) of Aeterna Zentaris Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material |
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| July 17, 2024 |
DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT Exhibit 2.2 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT As of the date of the Annual Report on Form 20-F of which this Exhibit 2.2 is a part, Aeterna Zentaris Inc. (the “Company”) had the following securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”): Title of each class Trading Symbol(s) Name of each exchange on |
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| July 17, 2024 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement Nos. 333-224737, 333-210561, 333-200834 and 333-279844 on Form S-8 and Registration No. 333-254680 on Form F-3 of our report dated March 26, 2024, relating to the financial statements of Aeterna Zentaris Inc. appearing in this Annual Report on Form 20-F/A for |
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| July 16, 2024 |
Norton Rose Fulbright US LLP 1301 Avenue of the Americas New York, NY 10019-6022 United States Direct line +1 212-318-3151 Scott. |
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| July 5, 2024 |
July 5, 2024 Giuliano La Fratta Chief Financial Officer Aeterna Zentaris Inc. c/o Norton Rose Fulbright Canada, LLP 222 Bay Street, Suite 3000 PO Box 53, Toronto ON M5K 1E7, Canada Re: Aeterna Zentaris Inc. Form 20-F for Fiscal Year Ended December 31, 2023 File No. 001-38064 Dear Giuliano La Fratta: We have limited our review of your filing to the financial statements and related disclosures and h |
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| June 25, 2024 |
Exhibit 99.3 |
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| June 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2024 Commission File Number: 001-38064 Aeterna Zentaris Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, Toro |
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| June 25, 2024 |
Exhibit 99.4 |
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| June 25, 2024 |
Exhibit 99.1 |
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| June 25, 2024 |
Exhibit 99.2 |
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| June 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2024 Commission File Number: 001-38064 Aeterna Zentaris Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, Toro |
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| June 13, 2024 |
Exhibit 99.1 Aeterna Zentaris Announces Last Patient Last Visit in Pivotal DETECT-Trial for the Diagnosis of Childhood-Onset Growth Hormone Deficiency Company expects to report top-line data and complete study results in Q3 2024 TORONTO, ONTARIO, June 13, 2024 – Aeterna Zentaris Inc. (NASDAQ: AEZS) (TSX: AEZS) (“Aeterna” or the “Company”), a specialty biopharmaceutical company developing and comme |
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| June 11, 2024 |
56,211 Common Shares Issuable upon Exercise of Warrants Aeterna Zentaris Inc. Filed pursuant to Rule 424(b)(3) Registration No. 333-239264 PROSPECTUS SUPPLEMENT NO. 1 56,211 Common Shares Issuable upon Exercise of Warrants Aeterna Zentaris Inc. This Prospectus Supplement No. 1 (this “Prospectus Supplement”) updates, amends and supplements our Prospectus dated June 4, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form F-1 (Registration No. 333- |
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| June 11, 2024 |
17,130 Common Shares Issuable upon Exercise of Warrants Aeterna Zentaris Inc. Filed pursuant to Rule 424(b)(3) Registration No. 333-248561 PROSPECTUS SUPPLEMENT NO. 1 17,130 Common Shares Issuable upon Exercise of Warrants Aeterna Zentaris Inc. This Prospectus Supplement No. 1 (this “Prospectus Supplement”) updates, amends and supplements our Prospectus dated June 4, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form F-1 (Registration No. 333- |
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| June 11, 2024 |
Up to 633,583 Aeterna Zentaris New Warrants Up to 633,583 Common Shares Filed pursuant to Rule 424(b)(3) Registration No. 333-277115 PROSPECTUS SUPPLEMENT NO. 1 Up to 633,583 Aeterna Zentaris New Warrants Up to 633,583 Common Shares This Prospectus Supplement No. 1 (this “Prospectus Supplement”) updates, amends and supplements our Prospectus dated May 16, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form F-1 (Registration No. 333-277115 |
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| June 11, 2024 |
24,378 Common Shares Issuable upon Exercise of Warrants Aeterna Zentaris Inc. Filed pursuant to Rule 424(b)(3) Registration No. 333-239019 PROSPECTUS SUPPLEMENT NO. 1 24,378 Common Shares Issuable upon Exercise of Warrants Aeterna Zentaris Inc. This Prospectus Supplement No. 3 (this “Prospectus Supplement”) updates, amends and supplements our Prospectus dated June 4, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form F-1 (Registration No. 333- |
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| June 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File Number: 001-38064 Aeterna Zentaris Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, Toron |
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| June 10, 2024 |
Exhibit 99.6 |
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| June 10, 2024 |
Aeterna Zentaris Modern Slavery Report Exhibit 99.4 Aeterna Zentaris Modern Slavery Report Introduction This report on modern slavery (“Report”) is made pursuant to the Fighting Against Forced Labour and Child Labour in Supply Chains Act (“Act”). This Report is made by Aeterna Zentaris Inc. (“Aeterna”, the “Company” or “we”) for the financial year ended December 31, 2023 (“Reporting Period”). It describes the risks of forced labour and |
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| June 10, 2024 |
Exhibit 99.2 |
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| June 10, 2024 |
Exhibit 99.5 Aeterna Zentaris Provides Update on Timing for Annual Meeting of Shareholders and Due Bill Redemption Date TORONTO, ONTARIO, May 29, 2024 – Aeterna Zentaris Inc. (NASDAQ: AEZS) (TSX: AEZS) (“Aeterna” or the “Company”), a specialty biopharmaceutical company developing and commercializing a diversified portfolio of pharmaceutical and diagnostic products, today announced that it is makin |
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| June 10, 2024 |
Exhibit 99.3 |
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| June 10, 2024 |
Exhibit 99.7 |
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| June 10, 2024 |
Aeterna Zentaris and Ceapro Complete Merger Transaction Exhibit 99.1 Aeterna Zentaris and Ceapro Complete Merger Transaction TORONTO and EDMONTON, June 3, 2024 – Aeterna Zentaris Inc. (NASDAQ: AEZS) (TSX: AEZS) (“Aeterna” or the “Company”) and Ceapro Inc. (TSX-V: CZO) (OTCQX: CRPOF) (“Ceapro”), two innovative biopharmaceutical development companies, are pleased to announce the successful completion and closing of their all-stock merger of equals transa |
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| June 6, 2024 |
AEZS / Aeterna Zentaris Inc. / Goodwood Inc. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Aeterna Zentaris Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 007975600 (CUSIP Number) May 29, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic |
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| May 31, 2024 |
As filed with the Securities and Exchange Commission on May 30, 2024 As filed with the Securities and Exchange Commission on May 30, 2024 Registration No. |
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| May 31, 2024 |
As filed with the Securities and Exchange Commission on May 30, 2024 As filed with the Securities and Exchange Commission on May 30, 2024 Registration No. |
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| May 31, 2024 |
As filed with the Securities and Exchange Commission on May 30, 2024 As filed with the Securities and Exchange Commission on May 30, 2024 Registration No. |
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| May 31, 2024 |
As filed with the Securities and Exchange Commission on May 30, 2024 As filed with the Securities and Exchange Commission on May 30, 2024 Registration No. |
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| May 31, 2024 |
Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-8 (Form Type) AETERNA ZENTARIS INC. |
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| May 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K/A REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File Number: 001-38064 Aeterna Zentaris Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, Tor |
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| May 17, 2024 |
STATEMENT OF EXECUTIVE COMPENSATION FOR THE YEAR ENDED DECEMBER 31, 2023 Exhibit 99.2 STATEMENT OF EXECUTIVE COMPENSATION FOR THE YEAR ENDED DECEMBER 31, 2023 Share Consolidation Effective July 21, 2022, Aeterna Zentaris Inc. (the “Corporation” or “Aeterna Zentaris”) consolidated all of its outstanding common shares (the “Common Shares”) on a basis of one post-consolidation Common Share for every 25 pre-consolidation Common Shares (the “2022 Consolidation”). Further, o |
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| May 17, 2024 |
Aeterna Zentaris Announces Details Regarding Transaction with Ceapro Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-277115 May 17, 2024 Aeterna Zentaris Announces Details Regarding Transaction with Ceapro TORONTO, ON, May 17, 2024 – Aeterna Zentaris Inc. (NASDAQ: AEZS) (TSX: AEZS) (“Aeterna” or the “Company”) announces that it has finalized certain details regarding the previously announced merger of equals transaction (the “Transaction”) w |
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| May 17, 2024 |
Aeterna Zentaris Announces Details Regarding Transaction with Ceapro Exhibit 99.1 Aeterna Zentaris Announces Details Regarding Transaction with Ceapro TORONTO, ON, May 17, 2024 – Aeterna Zentaris Inc. (NASDAQ: AEZS) (TSX: AEZS) (“Aeterna” or the “Company”) announces that it has finalized certain details regarding the previously announced merger of equals transaction (the “Transaction”) with Ceapro Inc. (“Ceapro”). On May 3, 2024, the Company completed a share conso |
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| May 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File Number: 001-38064 Aeterna Zentaris Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, Toron |
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| May 16, 2024 |
FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE Exhibit 99.3 FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, Klaus Paulini, Chief Executive Officer, Aeterna Zentaris Inc., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Aeterna Zentaris Inc. (the “issuer”) for the interim period ended March 31, 2024. 2. No misrepresentations: Based on my know |
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| May 16, 2024 |
Aeterna Zentaris Reports First Quarter 2024 Financial Results Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-277115 May 15, 2024 Aeterna Zentaris Reports First Quarter 2024 Financial Results – Company ended the quarter with $29.5 million in cash – DETECT-trial recruitment completed; Company continues to expect the completion of the trial in the second quarter and top-line data in the third quarter of 2024 – All-stock merger of equals |
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| May 16, 2024 |
Exhibit 99.2 Management’s Discussion and Analysis of Financial Condition and Results of Operations Introduction This Management’s Discussion and Analysis (“MD&A”) provides a review of the results of operations, financial condition and cash flows of Aeterna Zentaris Inc. for the three-month period ended March 31, 2024. In this MD&A, “Aeterna Zentaris”, “Aeterna”, the “Company”, “we”, “us” and “our” |
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| May 16, 2024 |
Exhibit 99.1 Aeterna Zentaris Inc. Condensed Interim Consolidated Financial Statements As of March 31, 2024, and for the three months ended March 31, 2024, and 2023 (In thousands of US dollars) (Unaudited) Condensed Interim Consolidated Statements of Financial Position 2 Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity 3 Condensed Interim Consolidated Statements of Loss |
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| May 16, 2024 |
FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE Exhibit 99.4 FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, Giuliano La Fratta, Chief Financial Officer, Aeterna Zentaris Inc., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Aeterna Zentaris Inc. (the “issuer”) for the interim period ended September 30, 2023. 2. No misrepresentations: Based o |
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| May 16, 2024 |
Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-277115 May 15, 2024 Aeterna Zentaris Inc. Condensed Interim Consolidated Financial Statements As of March 31, 2024, and for the three months ended March 31, 2024, and 2023 (In thousands of US dollars) (Unaudited) Condensed Interim Consolidated Statements of Financial Position 2 Condensed Interim Consolidated Statements of Chan |
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| May 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File Number: 001-38064 Aeterna Zentaris Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, Toron |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File Number: 001-38064 Aeterna Zentaris Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, Toron |
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| May 15, 2024 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF CEAPRO FOR THE TWO YEARS ENDED DECEMBER 31, 2023 AND 2022 Exhibit 99.2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF CEAPRO FOR THE TWO YEARS ENDED DECEMBER 31, 2023 AND 2022 The MD&A provides commentary on the results of operations for the year ended December 31, 2023, and 2022, the financial position as at December 31, 2023 and 2022, and the outlook of Ceapro Inc. (“Ceapro” and “the Company”) based on information available as at April 24, 2024. The following |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File Number: 001-38064 Aeterna Zentaris Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, Toron |
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| May 15, 2024 |
May 15, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N. |
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| May 15, 2024 |
RAYMOND JAMES FAIRNESS OPINION Exhibit 99.3 RAYMOND JAMES FAIRNESS OPINION December 14, 2023 Board of Directors (in its capacity as such) Aeterna Zentaris Inc. c/o Norton Rose Fulbright Canada LLP 222 Bay Street, Suite 3000 Toronto, Ontario M5K 1E7 Members of the Board of Directors: We understand that Ceapro Inc., a corporation existing under the federal laws of Canada (“Ceapro”), and Aeterna Zentaris Inc., a corporation existi |
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| May 15, 2024 |
Index to Financial Statements of Ceapro Inc. Exhibit 99.1 Index to Financial Statements of Ceapro Inc. Audited Consolidated Financial Statements of Ceapro Inc. as of December 31, 2023 and 2022 and for the years ended December 31, 2023 and 2022 A-2 A-1 CEAPRO INC. CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 AND 2022 AND FOR THE TWO YEARS IN THE PERIOD ENDED DECEMBER 31, 2023 Management’s Report A-3 Report of Independent Register |
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| May 15, 2024 |
Aeterna Zentaris Reports First Quarter 2024 Financial Results Exhibit 99.1 Aeterna Zentaris Reports First Quarter 2024 Financial Results – Company ended the quarter with $29.5 million in cash – DETECT-trial recruitment completed; Company continues to expect the completion of the trial in the second quarter and top-line data in the third quarter of 2024 – All-stock merger of equals transaction with Ceapro Inc. expected to close in the second quarter of 2024 T |
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| May 14, 2024 |
As filed with the Securities and Exchange Commission on May 13, 2024 As filed with the Securities and Exchange Commission on May 13, 2024 Registration No. |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File Number: 001-38064 Aeterna Zentaris Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, Toron |
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| May 14, 2024 |
1500 Robert-Bourassa Blvd., 7th Floor Exhibit 99.1 May 9, 2024 1500 Robert-Bourassa Blvd., 7th Floor Montreal QC, H3A 3S8 www.computershare.com To: NASDAQ Subject: Aeterna Zentaris Inc. Dear Sir/Madam: We advise of the following with respect to the upcoming Meeting of Security Holders for the subject Issuer: Meeting Type : Record Date for Notice of Meeting : Record Date for Voting (if applicable) : Beneficial Ownership Determination D |
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| May 14, 2024 |
1500 Robert-Bourassa Blvd., 7th Floor Exhibit 99.2 May 9, 2024 1500 Robert-Bourassa Blvd., 7th Floor Montreal QC, H3A 3S8 www.computershare.com To: All Canadian Securities Regulatory Authorities Subject: Aeterna Zentaris Inc. Dear Sir/Madam: We advise of the following with respect to the upcoming Meeting of Security Holders for the subject Issuer: Meeting Type : Record Date for Notice of Meeting : Record Date for Voting (if applicable |
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| May 9, 2024 |
FORM 51-102F3 MATERIAL CHANGE REPORT Exhibit 99.1 FORM 51-102F3 MATERIAL CHANGE REPORT 1. Name and Address of Company Aeterna Zentaris Inc. (the “Company”) c/o Norton Rose Fulbright Canada LLP 222 Bay Street, Suite 3000 Toronto, Ontario M5K 1E7 2. Date of Material Change May 3, 2024 3. News Release On May 1, 2024, the Company issued a press release disclosing the effective date of its Share Consolidation (as defined below). The press |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File Number: 001-38064 Aeterna Zentaris Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, Toron |
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| May 9, 2024 |
Exhibit 99.2 |
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| May 1, 2024 |
Aeterna Zentaris Announces Effective Date of Share Consolidation Exhibit 99.1 Aeterna Zentaris Announces Effective Date of Share Consolidation TORONTO, ON, May 1, 2024 – Aeterna Zentaris Inc. (NASDAQ: AEZS) (TSX: AEZS) (“Aeterna” or the “Company”) announces that it has filed articles of amendment to effect the previously announced share consolidation (or reverse stock split) (the “Consolidation”) of its issued and outstanding common shares (the “Common Shares”) |
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| May 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File Number: 001-38064 Aeterna Zentaris Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, Toron |
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| May 1, 2024 |
Exhibit 99.2 |
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| April 30, 2024 |
As filed with the Securities and Exchange Commission on April 29, 2024 As filed with the Securities and Exchange Commission on April 29, 2024 Registration No. |
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| April 29, 2024 |
Norton Rose Fulbright US LLP 1301 Avenue of the Americas New York, NY 10019-6022 United States Direct line +1 212-318-3151 Scott. |
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| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission File Number: 001-38064 Aeterna Zentaris Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, |
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| March 28, 2024 |
Ceapro Receives Final Court Approval for Merger with Aeterna Zentaris Exhibit 99.1 Ceapro Receives Final Court Approval for Merger with Aeterna Zentaris TORONTO and EDMONTON, March 28, 2024 – Aeterna Zentaris Inc. (NASDAQ: AEZS) (TSX: AEZS) (“Aeterna”) and Ceapro Inc. (TSX-V: CZO; OTCQX: CRPOF) (“Ceapro”) are pleased to announce that the Court of King’s Bench of Alberta has issued a final order approving the arrangement described in the previously announced definiti |
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| March 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2024 Commission File Number: 001-38064 Aeterna Zentaris Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, Tor |
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| March 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ☐ Registration Statement Pursuant to Section 12(b) or 12(g) of The Securities Exchange Act of 1934 OR ☒ Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 for the fiscal year ended December 31, 2023 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act |
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| March 27, 2024 |
Exhibit 12.2 Certification of the Principal Financial Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002 Certification I, Giuliano La Fratta, certify that: 1. I have reviewed this annual report on Form 20-F of Aeterna Zentaris Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement |
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| March 27, 2024 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement Nos. 333-224737, 333-210561 and 333-200834 on Form S-8 and Registration No. 333-254680 on Form F-3 of our report dated March 26, 2024, relating to the financial statements of Aeterna Zentaris Inc. appearing in this Annual Report on Form 20-F for the year ende |
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| March 27, 2024 |
Exhibit 99.1 Aeterna Zentaris Reports Fourth Quarter and Full Year 2023 Financial Results and Announces Completion of Enrollment in Ongoing Pivotal DETECT-Trial for the Diagnosis of Childhood-Onset Growth Hormone Deficiency – Company confirms successful completion of enrollment in the pivotal DETECT Phase 3 trial – Company ended the year with $34.0 million in cash, expected to fund operations thro |
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| March 27, 2024 |
Exhibit 13.2 Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report of Aeterna Zentaris Inc. (the “Company”) on Form 20-F for the year ended Decem |
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| March 27, 2024 |
Aeterna Zentaris Inc. EXECUTIVE COMPENSATION CLAWBACK POLICY Exhibit 97.1 Aeterna Zentaris Inc. EXECUTIVE COMPENSATION CLAWBACK POLICY Introduction The Board of Directors (the “Board”) of Aeterna Zentaris Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. |
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| March 27, 2024 |
Exhibit 4.6 |
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| March 27, 2024 |
Exhibit 12.1 Certification of the Principal Executive Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002 Certification I, Klaus Paulini, certify that: 1. I have reviewed this annual report on Form 20-F of Aeterna Zentaris Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements mad |
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| March 27, 2024 |
Exhibit 99.2 Management’s Discussion and Analysis of Financial Condition and Results of Operations Introduction This Management’s Discussion and Analysis (“MD&A”) provides a review of the results of operations, financial condition and cash flows of Aeterna Zentaris Inc. for the year ended December 31, 2023. In this MD&A, “Aeterna Zentaris”, “Aeterna”, the “Company”, “we”, “us” and “our” mean Aeter |
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| March 27, 2024 |
Report of Independent Registered Public Accounting Firm Exhibit 99.1 Aeterna Zentaris Inc. Consolidated Financial Statements As of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021 Report of Independent Registered Public Accounting Firm (PCAOB ID:1208) 2 Report of Predecessor Independent Registered Public Accounting Firm (PCAOB ID:1263) 4 Consolidated Statements of Financial Position 5 Consolidated Statements of Change |
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| March 27, 2024 |
Exhibit 4.7 |
