CSCI COSCIENS Biopharma Inc

 

 

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, Toronto ON M5K 1E7

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒ Form 40-F ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

 

 

 

Exhibit 99.1 included with this Report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statements on Form S-8 (No. 333-224737, No. 333-210561, No. 333-200834 and No. 333-279844) (collectively, the “Registration Statements”) and shall be deemed to be a part thereof from the date on which this Report on Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished. The information contained on any websites referenced in Exhibit 99.1 included with this Report on Form 6-K is not incorporated by reference or deemed to be a part of this Report on Form 6-K or any of the Registration Statements.

 

Forward-Looking Statements

 

The information in this Report on Form 6-K and the exhibit attached hereto and incorporated herein by reference include forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, specifically Section 27A of the U.S. Securities Act of 1933, as amended, Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and under the provisions of Canadian securities laws. These forward-looking statements involve a number of known and unknown risks, uncertainties and other factors that could cause actual results and outcomes to be materially different from historical results or from any future results expressed or implied by such forward-looking statements.

 

Forward-looking statements include, but are not limited to, those relating to the Company’s expectations regarding the anticipated benefits and synergies as well as the assets, cost structure, financial position, cash flows and growth prospects of the combined company.

 

Risks and factors that could cause actual results or outcomes to differ materially from expectations include, among others, the following:

 

●	the Company’s patented technologies and value-driving products, and development thereof;
●	the extraction, production and commercialization of active ingredients from natural sources and our ability to successfully market related products;
●	the successful development and marketing of our oat-based pipeline products, including oat-beta glucan, avenanthramides and beta glucan from yeast, as well as such products’ capability to address unmet needs within the nutraceuticals markets;
●	Macrilen® (macimorelin) and the Company’s plans in respect of same, including commercialization.
●	the Company’s business strategy;
●	the strategic decision to sunset the Company’s Amyotrophic Lateral Sclerosis (ALS), AIM Biologicals and Delayed Clearance Parathyroid Hormone (DC-PTH) programs ;
●	the transition to a new presidential administration in the United States, including the potential use and effects of tariffs to address the administration’s policy goals, could materially impact our costs and revenues, as well as the macroeconomic framework in which we operate.
●	the Company’s positioning in its target markets;
●	the Company’s ability to accelerate the scale-up of PGX Technology towards commercial levels;
●	expectations for completion of the Company’s Edmonton facility and Natex Termitz facility;
●	pre-clinical and clinical studies and trials and their expected timing and results, including the potential to bring certain products to market following such studies and trials;
●	the ability of our pharmaceutical therapeutic assets to address unmet medical needs across a number of indications;
●	management’s assumptions, estimates and judgements;
●	liquidity and capital resources;
●	adequacy of our financial resources to finance operations and expenditure requirements;
●	limitations on internal controls over financial reporting; and
●	the plans, objectives, future outlook and financial position of the Company in general.

 

 

Additional risk factors that could cause actual results to differ materially include those risks identified in Item 3. “Key Information – Risk Factors” contained in the Company’s most recent Annual Report on Form 20-F filed with the SEC and its other filings and submissions from time to time, including those containing its quarterly and annual results, with the SEC, which are available on the Company’s website located at www.cosciensbio.com.

 

Many of these risks and factors are beyond the Company’s control. The Company cautions you not to place undue reliance on these forward-looking statements. All written and oral forward-looking statements attributable to the Company or persons acting on their behalf, are qualified in their entirety by these cautionary statements. Moreover, unless required by law to update these statements, the Company will not necessarily update any of these statements after the date hereof, either to conform them to actual results or to changes in their expectation.

 

DOCUMENTS INDEX

 

Exhibit		Description
99.1		COSCIENS Biopharma Inc. Appoints Global Consumer Products and Biosciences Executive, Anna Biehn as Chief Executive Officer

 

 

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: April 14, 2025	By:	/s/ Giuliano La Fratta
		Giuliano La Fratta
		Chief Financial Officer

 

 

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

 

Company leveraging core competencies to develop and commercialize

natural-based products to improve health and wellness

 

TORONTO, ONTARIO, April 14, 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 the appointment of Anna Biehn as Chief Executive Officer, effective May 5, 2025.

 

Ms. Biehn is a global general management and marketing executive with over 25 years of experience across the consumer products and biosciences industries. She joins COSCIENS having most recently served as the Chief Financial Officer of NuTek Natural Ingredients, a clean-label and plant-based food ingredient company.

 

“The Board is delighted to have an executive with Anna’s proven leadership credentials and successful track record in building both consumer products and natural based product platforms around the world,” commented Ronnie Miller, Chair of the Board of COSCIENS Biopharma. “On behalf of our entire management team and the board, I would like to extend my sincere gratitude to Gilles for his tireless efforts, commitment, vision and significant contributions. Gilles has played a key role in the growth and current positioning of the Company since he joined in 2008. We are pleased that he is maintaining his involvement by acting as a special consultant to the CEO to share insights and secure a smooth transition with Anna who we believe is more than capable to help COSCIENS achieve its next phase of growth.”

 

Gilles Gagnon, M.Sc., MBA, President and CEO of COSCIENS Biopharma commented, “We have taken careful consideration for my successor as Chief Executive Officer and are extremely pleased and honored to welcome Anna to the team. She has focused her career on leveraging valuable consumer insights to drive marketing and product development in various areas. We have no doubt that her knowledge and extensive experience in commercializing natural ingredients will contribute to establish COSCIENS as a global pure play natural based products life science company.”

 

 

Ms. Biehn added, “I am grateful for the opportunity to join the COSCIENS team at such a pivotal moment in the Company’s evolution. The expansive growth of natural products and ingredients has created a dynamic and fast-growing opportunity across several sectors, including life sciences. I believe the portfolio of potential products and programs COSCIENS has established to date as well as their novel technology provide significant, innovation opportunities to drive near-in and long-term value. I look forward to working with the team to position COSCIENS as a global leader in natural based products for health and wellness.”

 

Prior to her role as CFO at NuTek Natural Ingredients, Ms. Biehn served as VP Strategy and Marketing where she led the strategy to evolve the business from a single ingredient company to a natural products ingredient solutions provider, positioning it for growth in the category. She began her career at Conagra, a leading global packaged food company with sales of $12B worldwide where she held a number of roles including most recently as President, Consumer Foods International where she was responsible for leading the company’s international business. Ms. Biehn is also a well-established board member, currently serving as a Board Advisor for PretzelHaus Bakery and Baldwin Richardson Foods as well as holding prior board positions at Agro Tech Foods Limited; Hunts Universal Robina Corporation; and Productos Verde Valle.

 

Ms. Biehn holds a Bachelor of Arts (BA) in Political Science from Concordia College and a Master of Business Administration (MBA) from the University of Denver.

 

About COSCIENS Biopharma Inc.

 

COSCIENS is a life science company resulting from the merger of Aeterna Zentaris and Ceapro Inc. COSCIENS develops and commercializes a diversified portfolio of cosmeceutical, nutraceutical and pharmaceutical products. We are focused on leveraging our 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

 

Certain statements in this news release, referred to herein as “forward-looking statements”, constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, as amended, and “forward-looking information” under the provisions of Canadian securities laws. All statements, other than statements of historical fact, that address circumstances, events, activities, or developments that could or may or will occur are forward-looking statements. When used in this news release, words such as “anticipate”, “assume”, “believe”, “could”, “expect”, “forecast”, “future”, “goal”, “guidance”, “intend”, “likely”, “may”, “would” or the negative or comparable terminology as well as terms usually used in the future and the conditional are generally intended to identify forward-looking statements, although not all forward-looking statements include such words. Forward-looking statements in this news release include, but are not limited to, statements relating to: our goals and expectations regarding our plans related to the development, manufacture or commercialization of our products.

 

 

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 avenanthramide product and other 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 CGHD 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.

 

Issuer:

Gilles R. Gagnon

President & CEO

+1 (780) 421-4555

E: ggagnon@cosciensbio.com

 

Investor Contact:

Jenene Thomas
JTC TeamT (US): +1 (908) 824-0775
E: csci@jtcir.com

 

 

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