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TORONTO, ONTARIO, June 22, 2026 (GLOBE NEWSWIRE) — COSCIENS Biopharma Inc. (TSX: CSCI) (OTCQB: CSCIF) (“COSCIENS” or the “Company”) announced the next steps in connection with changes to the Company’s share capital (the “Share Capital Amendment”).
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The Share Capital Amendment was approved at the Company’s annual general and special meeting of shareholders held on June 17, 2026. The Share Capital Amendment consists of (i) a consolidation (the “Consolidation”) of the Company’s common shares (“Common Shares”) on the basis of one post-Consolidation Common Share for every 150 pre-Consolidation Common Shares; and (ii) an immediate subsequent split (the “Split”) of the Common Shares on the basis of 50 Common Shares for every one post-Consolidation Common Share.
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The Share Capital Amendment is expected to become effective on July 3, 2026 (the “Effective Date”) for Common Shares held by shareholders as of such time, and the Common Shares are expected to begin trading on the Toronto Stock Exchange on a post-Share Capital Amendment basis within two business days of the Effective Date under the same trading symbol.
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As described in the management information circular dated May 18, 2026 (the “Circular”), shareholders with positions representing fewer than 150 Common Shares as of the Effective Date will be entitled to cash consideration equal to the number of pre-Consolidation Common Shares multiplied by US$1.60 (the “Cash Consideration”). Shareholders with positions representing 150 or more Common Shares as of the Effective Date will not receive the Cash Consideration and will instead participate in the Split. As a result of the Split, such shareholders will have their pre-Consolidation holdings reduced by a factor of three (subject to rounding).
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Registered shareholders must review and follow the instructions set out in the letter of transmittal in order to receive their entitlements following the Share Capital Amendment, being (i) in the case of holders of 150 or more Common Shares as of the Effective Date, a replacement DRS advice evidencing the new number of Common Shares held by such shareholder as a result of the Share Capital Amendment, and (ii) in the case of holders of less than 150 Common Shares as of the Effective Date, their Cash Consideration. The letters of transmittal were mailed to registered shareholders on or about May 26, 2026, and a copy is also available on the Company’s SEDAR+ profile at http://www.sedarplus.ca. Registered shareholders may also contact the Company’s depositary and exchange agent, Computershare Investor Services Inc., to request a copy of the letter of transmittal at 1-800-564-6253 or [email protected].
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Non-registered shareholders who hold their Common Shares through an intermediary such as a bank, trust company, securities dealer or broker should contact their intermediary for more information.
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As further described in the Circular, following the Effective Date, the Company plans to file a Form 15 with the U.S. Securities and Exchange Commission which is anticipated to allow the Company to suspend its reporting obligations under the U.S. Securities and Exchange Act of 1934, as amended.
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About COSCIENS Biopharma Inc.
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COSCIENS is a holding company, operating through its subsidiaries. COSCIENS’s principal operating subsidiary, Ceapro Inc. (“Ceapro”), is focused on the development and commercialization of natural, plant-based active ingredients derived from oats and other renewable plant resources, using proprietary manufacturing and extraction technologies. Ceapro’s primary active ingredient business activities relate to the development and commercialization of natural products for personal care, cosmetic, human and animal health industries using proprietary technology, natural, renewable resources and developing innovative products, technologies and delivery systems.
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