COSCIENS Board of Directors approves a plan to voluntarily delist from Nasdaq, while retaining the Company’s listing on the TSX TORONTO, ONTARIO, Aug. 14, 2025 (GLOBE NEWSWIRE) -- COSCIENS Biopharma Inc. (NASDAQ: CSCI) (TSX: CSCI) (“COSCIENS” or the “Company”), a life science company focused on natural ingredients and pharmaceutical solutions, today reported its financial and operating results for the second quarter ended June 30, 2025 and provided a corporate update following significant operational and st ...

Core Viewpoint - COSCIENS Biopharma Inc. held its annual general and special meeting of shareholders, where key voting results were announced, including the election of directors and the appointment of auditors [1][2]. Voting Results - Peter H. Puccetti was elected as Chair with 580,289 votes for (88.92%) and 72,286 votes against (11.08%) [2] - Anthony J. Giovinazzo received 574,954 votes for (88.11%) and 77,621 votes against (11.89%) [2] - Ulrich Kosciessa garnered 580,140 votes for (88.90%) and 72,435 votes against (11.10%) [2] - Ronald W. Miller was elected with 448,646 votes for (68.75%) and 203,929 votes against (31.25%) [2] - Robert A. Seager received 580,254 votes for (88.92%) and 72,321 votes against (11.08%) [2] - David Spear had 580,106 votes for (88.89%) and 72,469 votes against (11.11%) [2] - Deloitte LLP was appointed as the Company's auditor [2] - An ordinary resolution to approve the Company's Amended and Restated Shareholder Rights Plan was also approved [2]. Company Overview - COSCIENS Biopharma Inc. is a life sciences company focused on developing and commercializing a diversified portfolio of cosmeceutical, nutraceutical, and pharmaceutical products [5]. - The company utilizes proprietary extraction technology for producing active ingredients from renewable plant resources, which are used in leading skincare brands [5]. - The portfolio includes macimorelin (Macrilen; Ghryvelin), the first and only FDA and EMA approved oral test for diagnosing adult growth hormone deficiency [5]. Listing Information - COSCIENS is listed on both the NASDAQ Capital Market and the Toronto Stock Exchange under the ticker symbol "CSCI" [6].

Core Viewpoint - COSCIENS Biopharma Inc. has entered into a resolution agreement with Goodwood to reconstitute its board of directors, aiming to enhance shareholder value and corporate governance [2][3][5]. Board Reconstitution - The board now consists of six directors: Anthony J. Giovinazzo, Ulrich Kosciessa, Ronald W. Miller, Peter H. Puccetti, Robert A. Seager, and David Spear [3][4]. - The 2025 Annual Meeting has been postponed to June 30, 2025, to allow for the timely dissemination of management information [4]. Shareholder Support - Goodwood, which holds approximately 8.2% of COSCIENS' outstanding common shares (257,257 shares), has agreed to vote in favor of the re-election of the six directors at the upcoming meeting [4]. Governance Commitment - The Reconstituted Board is dedicated to strong corporate governance and effective oversight, with plans to actively review COSCIENS' prospects and opportunities [5]. Director Profiles - **Anthony J. Giovinazzo**: Over 45 years of executive experience, previously CEO of Cynapsus Therapeutics, instrumental in its successful IPO and acquisition [7][9]. - **Ulrich Kosciessa**: CEO of Photonamic GmbH, extensive experience in global pharmaceutical operations, and significant growth achievements [10][11]. - **Ronald W. Miller**: Former President and CEO of Hoffmann-La Roche Limited in Canada, with over 43 years in the pharmaceutical industry [12]. - **Peter H. Puccetti**: Founder and CIO of Goodwood Inc., known for leading activist campaigns to unlock shareholder value [13][14]. - **Robert A. Seager**: Specializes in shareholder disputes and corporate governance, currently a partner at Voorheis & Co. LLP [15][16]. - **David Spear**: Over 35 years in the healthcare industry, focusing on eyecare, and has co-founded multiple ventures [17].

Core Viewpoint - COSCIENS Biopharma Inc. has received director nominations from Goodwood Fund and Puccetti Funds Management Inc. for its upcoming Annual and Special Meeting of Shareholders, indicating potential changes in governance and strategic direction [1][2]. Company Overview - COSCIENS Biopharma Inc. is a life sciences company focused on developing and commercializing a diverse range of cosmeceutical, nutraceutical, and pharmaceutical products, utilizing proprietary extraction technology from renewable plant resources [3]. - The company's product portfolio includes macimorelin (Macrilen®; Ghryvelin®), which is the first and only FDA and EMA approved oral test for diagnosing adult growth hormone deficiency [3]. Market Position - COSCIENS is publicly traded on both the NASDAQ Capital Market and the Toronto Stock Exchange under the ticker symbol "CSCI" [4].

Core Viewpoint - COSCIENS Biopharma Inc. has repositioned itself as a pure-play natural-based product company following a strategic review and pipeline prioritization, while continuing efforts to streamline operations and cut costs [1] Financial Overview - The company reported a consolidated net loss of $3.7 million, or $1.16 loss per common share, for the first quarter of 2025, compared to a net loss of $1.4 million, or $0.76 loss per common share, for the same period in 2024 [6] - Total revenue for the first quarter of 2025 was $1.5 million, down from $2.1 million in the same period in 2024, primarily due to a $0.7 million decrease in sales of Avenanthramides, Beta Glucan, and Oat Oil [7] - Operating expenses increased to $4.0 million from $2.7 million in the same period in 2024, mainly due to higher selling, general, and administrative costs following a merger [13] Cash Position - As of March 31, 2025, the company had $13.8 million in cash and cash equivalents [5] Clinical Development - The company is advancing its Phase 2 clinical trial for Avenanthramide tablets, having successfully completed Phase 1 with no significant adverse events observed [4] - The Phase 2a clinical efficacy study commenced on March 15, 2025, with the first cohort of 10 patients completing their treatment, and the Data and Safety Monitoring Board recommended continuation with a second cohort [4] Product Development - COSCIENS is working on a new portfolio of nutraceuticals, including an Oat Beta Glucan Chewable Bar for cholesterol reduction and a Yeast Beta Glucan Powder as an immune booster [4] - The company has completed the scale-up project for Pressurized Gas eXpanded Technology (PGX) at its Edmonton facility, ready to produce Yeast Beta Glucan at a small-scale commercial level [4]

Core Viewpoint - COSCIENS Biopharma Inc. has appointed Anna Biehn as the new Chief Executive Officer, effective May 5, 2025, succeeding Gilles Gagnon, who will remain as a Strategic Advisor and Director [1][3]. Company Overview - COSCIENS Biopharma Inc. is a life science company that develops and commercializes a diversified portfolio of cosmeceutical, nutraceutical, and pharmaceutical products [5][6]. - The company focuses on leveraging proprietary extraction technology to produce active ingredients from renewable plant resources [5]. Leadership Transition - Anna Biehn brings over 25 years of experience in global general management and marketing, previously serving as Chief Financial Officer at NuTek Natural Ingredients [2][3]. - Gilles Gagnon has been with the company since 2008 and has played a key role in its growth and positioning [3]. Strategic Vision - The company aims to establish itself as a global leader in natural-based products for health and wellness, capitalizing on the growing demand for natural ingredients [3][4]. - Biehn expressed confidence in COSCIENS' portfolio and technology, highlighting significant innovation opportunities for both near-term and long-term value [3]. Market Position - COSCIENS is listed on both the Nasdaq Capital Market and the Toronto Stock Exchange under the ticker symbol "CSCI" [6].

Company Formation and Structure - COSCIENS Biopharma Inc. was formed following the all-stock merger of Aeterna Zentaris Inc. and Ceapro Inc. on June 3, 2024, with the name change effective August 6, 2024[232][249]. - The Company’s common shares are traded on Nasdaq and TSX under the symbol "CSCI" following the merger[233][250]. - Following the merger, former shareholders of Ceapro and Aeterna each own approximately 50% of the common shares on a fully diluted basis[246]. Financial Performance - Total revenue for Q4 2024 was $3.3 million, a 174% increase from $1.2 million in Q4 2023, primarily driven by a $1.2 million increase in sales of Avenanthramides, Beta Glucan, and Oat Oil[268]. - For the twelve-month period ended December 31, 2024, total revenue reached $9.6 million, up 34% from $7.1 million in 2023, with a significant contribution from Macrilen revenue due to the acquisition of Aeterna[270]. - Total revenue for the twelve-month period ended December 31, 2023, was $7.1 million, a decrease of $7.4 million or 51% compared to $14.5 million in 2022[272]. - Consolidated net loss for the three-month period ended December 31, 2024, was $6.7 million, compared to a net loss of $1.6 million in the same period in 2023, representing an increase of $5.1 million[290]. - The company reported a consolidated net loss of $15.3 million for the twelve-month period ended December 31, 2024, compared to a net loss of $3.5 million in 2023, an increase of $11.8 million[290]. Research and Development - The Phase 3 DETECT-trial for macimorelin failed to meet its primary endpoints, leading to a strategic review and discontinuation of investment in related pre-clinical programs[244]. - The Company has initiated a strategic review of its pipeline and is exploring alternatives for macimorelin, including potential divestment[244]. - Research and development expenses for Q4 2024 were $2.9 million, significantly higher than $0.5 million in Q4 2023, reflecting increased investment in product development[268]. - Total research and development expenses for the twelve-month period ended December 31, 2024, were $8.3 million, an increase of $6.3 million or 307% compared to $2.0 million in 2023[274]. - Avenanthramides are being developed for nutraceutical applications to treat inflammation-based conditions, with a Phase 1-2a study currently underway[266]. Strategic Initiatives - The company is currently engaged in a search for a new President and CEO to lead future growth and integration efforts[251]. - The company is targeting the launch of a chewable oat beta glucan product for cholesterol reduction in the first half of 2025, leveraging approved claims in multiple regions[256]. - The company has established a collaboration with NATEX to scale up PGX Technology, with completion expected in Q2 2025 in Austria[254]. - The company discontinued its AIM Biological and ALS programs in Q3 2024 due to challenging timelines and costs[263]. Financial Position and Cash Flow - Cash and cash equivalents at the end of the period were $16,393,000, up from $6,678,000 at the end of December 2023[295]. - Total assets increased to $35,070,000 as of December 31, 2024, compared to $23,745,000 as of December 31, 2023[295]. - The company reported a net cash used in operating activities of $(14,568,000) for the twelve months ended December 31, 2024, compared to $(2,582,000) for the same period in 2023[298]. - Cash provided by investing activities totaled $25,083,000 for the twelve months ended December 31, 2024, compared to cash used of $(730,000) in the same period in 2023[301]. - The company plans to finance future operations primarily through product sales and existing cash on hand, which is expected to be sufficient for at least the next 12 months[306]. Risks and Uncertainties - The Company has highlighted various risks that may materially affect its business, including credit risk, liquidity risk, and market risk[318]. - The Company is exposed to foreign exchange risk due to investments in foreign operations with a functional currency of the Canadian Dollar[588]. - As of December 31, 2024, the Company reported $16,393 in cash and cash equivalents, indicating a material uncertainty regarding its ability to continue as a going concern[587]. - One counterparty comprised 75% of total receivables as of December 31, 2024, up from 40% in 2023, with no amounts past due[582].

Core Insights - COSCIENS Biopharma has repositioned itself as a pure-play natural-based product company following a strategic review and pipeline prioritization [1][3] - The company reported a revenue increase of 35.2% year-over-year, with total revenues of $9.6 million for the year ended December 31, 2024, compared to $7.1 million in 2023 [1][16] - The company ended the quarter with $16.4 million in cash and cash equivalents [1][11] Financial Performance - For Q4 2024, COSCIENS reported a consolidated net loss of $6.7 million, or $2.15 loss per share, compared to a net loss of $1.6 million, or $0.85 loss per share in Q4 2023 [12] - Total revenue for Q4 2024 was $3.3 million, an increase from $1.2 million in Q4 2023, primarily driven by increased sales of Avenanthramides and Beta Glucan [13] - Total operating expenses for Q4 2024 were $8.4 million, up from $2.2 million in Q4 2023, due to higher research and development costs and impairment expenses [14] Yearly Overview - For the full year 2024, the consolidated net loss was $15.3 million, or $5.93 loss per share, compared to a net loss of $3.5 million, or $1.89 loss per share in 2023 [15] - Total revenue for the year was $9.6 million, an increase of $2.4 million from $7.1 million in 2023, attributed to higher sales of Avenanthramides and Beta Glucan [16] - Total operating expenses for the year were $23.0 million, significantly higher than $7.5 million in 2023, driven by increased research and development and impairment expenses [18] Development Projects - The company has launched a new website for its JuventeDC product line, enhancing its online presence [5] - Avenanthramides Tablets are in clinical development, with successful Phase 1 results and a Phase 2a clinical efficacy study launched [7] - The Oat Beta Glucan Chewable Bar is set for commercial launch in H2 2025, while the Yeast Beta Glucan Powder is being finalized for commercialization as an immune booster [8] Strategic Direction - Following the negative results of the Phase 3 DETECT-Trial for macimorelin, the company has ceased investment in related pre-clinical programs and is exploring strategic options for this asset [3] - The company aims to reduce the cash burn rate while advancing promising programs from its legacy organizations [2] - COSCIENS is focused on leveraging its proprietary extraction technology to develop active ingredients from renewable plant resources for its product portfolio [23]

Core Viewpoint - COSCIENS Biopharma Inc. has received a management cease trade order (MCTO) from the Ontario Securities Commission due to delays in filing its annual financial statements and related documents, but it is actively working to resolve the issues and expects to file by April 7, 2025 [1][2][3]. Group 1: Management Cease Trade Order (MCTO) - The MCTO was issued effective April 1, 2025, in connection with the potential delay in filing the annual financial statements for the years ended December 31, 2024, 2023, and 2022, along with related management discussions and analysis [2]. - The Company confirms it was unable to meet the filing deadline of March 31, 2025, but is working diligently with auditors to complete the required filings as soon as possible [3]. - The MCTO restricts trading in the Company's securities by its CEO and CFO until the required filings are completed, but does not affect other shareholders [5]. Group 2: Filing and Compliance - The Company plans to comply with alternative information guidelines set out in NP 12-203, including issuing bi-weekly default status reports while remaining in default of its filing obligations [4]. - There is no immediate effect on the listing of the Company's common shares on the Nasdaq Capital Market due to the MCTO and filing delay [6]. - The Company will issue a news release once the required filings have been completed [4]. Group 3: Company Overview - COSCIENS Biopharma Inc. is a life science company formed from the merger of Aeterna Zentaris and Ceapro Inc., focusing on developing and commercializing a diversified portfolio of cosmeceutical, nutraceutical, and pharmaceutical products [8]. - The Company leverages proprietary extraction technology for producing active ingredients from renewable plant resources, which are used in leading skincare products [8]. - COSCIENS is listed on both the Nasdaq Capital Market and the Toronto Stock Exchange under the ticker symbol "CSCI" [9].

Core Viewpoint - COSCIENS Biopharma Inc. announced a potential delay in filing its annual financial statements and related documents due to complexities arising from its merger with Ceapro Inc. and identified material weaknesses in financial controls [1][2][7]. Group 1: Financial Filing Delays - The company may delay the filing of its annual financial statements for the years ended December 31, 2024, 2023, and 2022, along with related management discussions and analysis, beyond the March 31, 2025 deadline [1][2]. - The delay is attributed to the complexities of the first audit of the combined entity post-merger, requiring additional time to review Ceapro's internal controls [2][3]. Group 2: Internal Control Issues - Management identified material weaknesses in the company's financial controls as of December 31, 2024, based on the COSO framework, including deficiencies in control environment, control activities, information and communication, and monitoring components [2][3]. - The auditors are also reviewing the impact of prospective U.S. tariffs, adding another layer of complexity to the audit process [2]. Group 3: Regulatory Actions - As a precaution, the company has applied for a management cease trade order (MCTO) from the Ontario Securities Commission, which may be imposed if the filing deadline is not met [4][5]. - If granted, the MCTO will not generally affect non-management individuals' ability to trade in the company's securities [5][6]. Group 4: Current Status and Future Plans - The company is actively working with its auditors to complete the required filings as soon as possible and will issue a news release once completed [3][7]. - The potential delay in filing does not currently affect the listing of the company's common stock on the Nasdaq Capital Market [7].