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, Toronto ON M5K 1E7
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Exhibit
99.1 included with this Report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statements on Form
S-8 (No. 333-224737, No. 333-210561, No. 333-200834 and No. 333-279844) (collectively, the “Registration Statements”) and
shall be deemed to be a part thereof from the date on which this Report on Form 6-K is furnished, to the extent not superseded by documents
or reports subsequently filed or furnished. The information contained on any websites referenced in Exhibit 99.1 included with this Report
on Form 6-K is not incorporated by reference or deemed to be a part of this Report on Form 6-K or any of the Registration Statements.
DOCUMENTS
INDEX
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
|
COSCIENS
Biopharma Inc. |
|
|
|
Date:
October 1, 2024 |
By: |
/s/
Giuliano La Fratta |
|
|
Giuliano
La Fratta |
|
|
Chief
Financial Officer |
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 its board of directors and as Chair of the Company’s Audit Committee,
effective today, to fill the vacancy created by the resignation of Dennis Turpin, also effective today.
Mr.
Labbé has more than 30 years of progressive financial leadership roles in various industries. Mr. Labbé is currently the
Executive Vice-President, Finance of Fonds QScale S.E.C., which is actively developing environmentally responsible computing centers,
where he oversees financial strategy, investor relations, financial reporting, tax, treasury and risk management. Prior to joining Fonds
QScale S.E.C., Mr. Labbé was the Chief Financial Officer of IMV Inc. for five years. Among other positions, he also previously
served as Chief Financial Officer and Corporate Secretary of LeddarTech Inc. and Medicago Inc. (TSX). In addition, Mr. Labbé has
been a director of Osisko Gold Royalties Ltd. a TSX- and NYSE-listed precious metal royalty company, since 2015, and currently
serves as the Chair of its Human Resources Committee and as a member of its Audit and Risk Committee. As Senior Financial Officer, Pierre
has played a key role in financing and mergers and acquisitions, overseeing transactions exceeding $1 billion.
“It
is my pleasure to welcome Pierre to the COSCIENS board,” said Chair of the Board, Ronald Miller. “His track record of results-driven
leadership, strategic thinking, and financial acumen will be an asset as COSCIENS continues to pursue its strategic direction and accomplish
our goals. I would also like to express our gratitude to Mr. Dennis Turpin for his many years of dedicated service and, in particular,
for sharing his financial expertise with the board over those years.”
Mr.
Labbé holds a Bachelor’s Degree in Business Administration and a license in accounting from Université Laval, Québec
City. He is a member of the Chartered Professional Accountants of Canada, Quebec Chartered Professional Accountants Order and the Institute
of Corporate Directors. He also holds the ICD.D designation from the Institute of Corporate Directors.
About
COSCIENS Biopharma Inc.
COSCIENS
is a specialty biopharmaceutical company engaged in the development and commercialization of a diverse portfolio of pharmaceutical and
diagnostic products, including those focused on areas of significant unmet medical need. One of COSCIENS’ lead products is macimorelin
(Macrilen®; Ghryvelin®), the first and only U.S. FDA and European Medicines Agency approved
oral test indicated for the diagnosis of adult growth hormone deficiency (“AGHD”). COSCIENS is also engaged in the development
of therapeutic assets and proprietary extraction technology, which is applied to the production of active ingredients from renewable
plant resources currently used in cosmeceutical products (i.e., oat beta glucan and avenanthramides which are found in leading skincare
product brands like Aveeno and Burt’s Bees formulations) and being developed as potential nutraceuticals and/or pharmaceuticals.
The
company is listed on the NASDAQ Capital Market and the Toronto Stock Exchange, and trades on both exchanges under the ticker symbol “CSCI”.
For more information, please visit COSCIENS’ website at www.cosciensbio.com.
Forward-Looking
Statements
The
information in this news release has been prepared as of October 1, 2024. Certain statements in this news release, referred to
herein as “forward-looking statements”, constitute “forward-looking statements” within the meaning of the United
States Private Securities Litigation Reform Act of 1995, as amended, and “forward-looking information” under the provisions
of Canadian securities laws. All statements, other than statements of historical fact, that address circumstances, events, activities,
or developments that could or may or will occur are forward-looking statements. When used in this news release, words such as “anticipate”,
“assume”, “believe”, “could”, “expect”, “forecast”, “future”,
“goal”, “guidance”, “intend”, “likely”, “may”, “would” or the
negative or comparable terminology as well as terms usually used in the future and the conditional are generally intended to identify
forward-looking statements, although not all forward-looking statements include such words.
Forward-looking
statements are necessarily based upon a number of factors and assumptions that, while considered reasonable by the Company as of the
date of such statements, are inherently subject to significant business, economic, operational and other risks, uncertainties, contingencies
and other factors, including those described below, which could cause actual results, performance or achievements of the combined Company
to be materially different from results, performance or achievements expressed or implied by such forward-looking statements and, as
such, undue reliance must not be placed on them.
Forward-looking
statements involve known and unknown risks and uncertainties which include, among others: the combined Company’s present and future
business strategies; operations and performance within expected ranges; anticipated future cash flows; local and global economic conditions
and the environment in which the combined Company operates; anticipated capital and operating costs; uncertainty in our revenue generation
from our marketed products, product development and related clinical trials and validation studies; results from our products under development
may not be successful or may not support advancing the product; the failure of the DETECT-trial to achieve its primary endpoint in Childhood
Growth Hormone Deficiency may impact the market for macimorelin (Macrilen®; Ghryvelin®) in
AGHD and the existing relationships we have for that product; ability to raise capital and obtain financing to continue our currently
planned operations; our now heavy dependence on sales by and revenue from our main distributor of our legacy Ceapro products and its
customers, the continued availability of funds and resources to successfully commercialize our products; the ability to secure strategic
partners for late stage development, marketing, and distribution of our products; our ability to enter into out-licensing, development,
manufacturing, marketing and distribution agreements with other pharmaceutical companies and keep such agreements in effect; our ability
to protect and enforce our patent portfolio and intellectual property; and our ability to continue to list our common shares on the NASDAQ
Capital Market.
Investors
should consult our quarterly and annual filings with the Canadian and U.S. securities commissions for additional information on risks
and uncertainties, including those discussed in our Annual Report on Form 20-F and MD&A filed under the Company’s profile on
SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. We disclaim any obligation to update any such risks or uncertainties
or to publicly announce any revisions to any of the forward-looking statements contained herein to reflect future results, events or
developments, unless required to do so by a governmental authority or applicable law.
No
securities regulatory authority has either approved or disapproved of the contents of this news release. The Toronto Stock Exchange accepts
no responsibility for the adequacy or accuracy of this news release.
Issuer:
Gilles
R. Gagnon
President
& CEO
ggagnon@ceapro.com
+1
(780) 421-4555
Investor
Contact:
Jenene
Thomas
JTC
Team
T
(US): +1 (908) 824-0775
E:
csci@jtcir.com
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