TORONTO, ONTARIO, Nov. 13, 2026 (GLOBE NEWSWIRE) -- COSCIENS Biopharma Inc. (TSX: CSCI) (OTCQB: CSCIF) (“COSCIENS” or the “Company”) today reported its financial and operating results for the third quarter ended September 30, 2026. All amounts in this press release are in U.S. dollars.
Peter Puccetti, CEO & Chairman of the Board of COSCIENS remarked “While we are very pleased that Ceapro Inc. (“Ceapro”) continues to show materially improved revenues and profitability versus a year ago, the highlight of this quarter is our acquisition of Nualtis Corp. (“Nualtis”). Nualtis provides us with greater scale as a public company and a new avenue of potentially significant future growth. Nualtis is a leading company in pharmaceutical oral thin film (“OTF”) manufacturing with a talented management team, valuable patents covering OTF capabilities, partnerships with multiple pharmaceutical companies and a pipeline of future products in both human and animal health with product launches expected over the next several years. The first of such launches, Rizatriptan OTF for the treatment of migraines, is expected to take place in Q4 2026, with U.S. based Gensco Pharma as Nualtis’ pharmaceutical partner. As we previously disclosed, we believe Nualtis has the potential to generate tens of millions in annual revenues and to generate a roughly 40% EBITDA margin at scale. Relative to our modest purchase price, this represents excellent value for the COSCIENS’ shareholders.”
Dr. Michael Raven, CEO of Nualtis, added “The Nualtis team and I are excited about the opportunities ahead. More and more pharmaceutical companies see oral thin films as a smart and complementary way to develop their portfolios further. Our existing partnerships provide a strong foundation for growth, and we are working on a number of new OTF products with new and existing partners. Members of the Nualtis senior management team, including myself, have invested their own capital in the COSCIENS financing alongside COSCIENS’ management, Board members and outside investors.”
Mitch Regnier, Senior VP, Managing Director of Ceapro, added “We are proud of what we have accomplished so far this year. Sales and operational improvement efforts have put Ceapro back on a path to sustained growth and profitability. We are looking forward to building on that momentum and leveraging Ceapro's core manufacturing capabilities, plant infrastructure and growing customer portfolio. Nualtis is a welcome addition to the COSCIENS team as we forge ahead to keep providing solid financial performance.”
Giuliano La Fratta, Chief Financial Officer of COSCIENS, commented “Over the last year, we have taken strong, definitive steps to improve COSCIENS’ cost structure such as: divesting the underperforming German businesses, eliminating our exposure to the under-funded German pension plan and discontinuing our SEC reporting obligations, resulting in significant annual cost savings. With Nualtis and Ceapro operating at their current business levels and following their anticipated growth trajectories, COSCIENS believes it is well positioned to achieve profitability going forward.”
Q3 2026 and YTD Financial Highlights
- $9.2 million in cash and cash equivalents at September 30, 2026.
- Consolidated net loss for Q3 2026 of $3.4 million or $3.45 net loss per common share, as compared with a consolidated net loss of $1.8 million, or $1.72 net loss per common share for Q3 2025. The $1.6 million increase in net loss is primarily attributable to an increase in operating expenses driven mainly by the $2.0 million non-cash impairment of the PGX equipment, $1.1 million of costs incurred in connection with the acquisition of Nualtis and the related financing and an increase in other net losses, partially offset by an increase in gross margin and the reduction of losses from the discontinued operations of the Company’s German subsidiaries.
- Consolidated net income for the nine-month period ended September 30, 2026 of $7.1 million or $6.84 basic net income per common share ($5.72 diluted), as compared with a consolidated net loss of $8.2 million, or $7.76 net loss per common share for the same period in 2025 (basic and diluted). The $15.3 million increase in net income is primarily attributable to a $12.9 million improvement in results from discontinued operations, including $10.9 million of income from discontinued operations in 2026 following the deconsolidation of the Company’s German subsidiaries, as well as higher gross margins resulting from increased sales volumes and production efficiencies and reductions in research and development and selling, general and administrative expenses, partially offset by the $2.0 million impairment of the PGX equipment.
- Consolidated net loss from continuing operations for the nine-month period ended September 30, 2026 of $3.8 million or $3.68 net loss per common share as compared to consolidated net loss from continuing operations of $6.3 million or $5.95 net loss per common share for the same period in 2025. The $2.4 million decrease reflects an increase in gross margin of $2.2 million and a decrease in total operating expenses of $0.6 million (despite the $2.0 million non-cash impairment of the PGX equipment and $1.1 million of costs incurred in connection with the acquisition of Nualtis and the related financing), partially offset by an increase in other loss of $0.3 million.
- Total revenue for Q3 2026 of $2.5 million as compared to $1.5 million for Q3 2025, primarily reflecting higher active ingredient sales volumes during the period.
- Total revenue for the nine-month period ended September 30, 2026 of $7.5 million as compared to $5.3 million for the same period in 2025, primarily reflecting higher active ingredient sales volumes during the period.
- Gross profit for Q3 2026 increased to $1.4 million, or 55% of revenue, from $0.6 million, or 42% of revenue, in Q3 2025, reflecting higher active ingredient sales volumes and improved production efficiency.
- Total operating expenses for Q3 2026 of $4.8 million as compared with $2.5 million for Q3 2025, reflecting a $1.8 million increase in impairment of property and equipment, and a $0.8 million increase in selling, general, and administrative expenses, partially offset by a $0.2 million decrease in research and development costs and a $0.1 million decrease in inventory write downs. The increase in selling, general and administrative expenses primarily reflects higher professional fees related to the acquisition of Nualtis and the related financing, partially offset by lower salaries and benefits following reductions in employee headcount as part of the 2025 restructuring.
- Total operating expenses for the nine-month period ended September 30, 2026 of $7.6 million as compared with $8.2 million for the same period in 2025, reflecting a $1.4 million decrease in selling, general, and administrative expenses, a $0.8 million decrease in research and development costs, and a $0.1 million decrease in inventory write downs, partially offset by a $1.8 million increase in impairment of property and equipment.
Operational and Corporate Highlights and Updates
Acquisition of Nualtis Corp.
On September 10, 2026, the Company acquired all of the issued and outstanding common shares of Nualtis from AtaiBeckley Inc. (the “Acquisition”). Nualtis offers contract research and development, GMP manufacturing from pilot to commercial scale, and analytical and regulatory support services to pharmaceutical partners, and develops products on its proprietary VersaFilm® and VetaFilm® platforms. The Acquisition provides the Company with direct exposure to the oral thin film market, and adds Nualtis’ experienced team, an FDA- and Health Canada-inspected GMP manufacturing facility, and established development and commercial partnerships across a diversified pipeline of programs spanning human and animal health.
Research and development services have historically accounted for most of Nualtis’ revenue. In Q4 2026, however, an OTF Rizatriptan product is being launched. Gensco Pharma is Nualtis’ pharma partner for this product. Subject to further regulatory approvals, including from the U.S. Food and Drug Administration (“FDA”), Nualtis has a robust pipeline of products slated for launch over the next few years with multiple pharmaceutical partners in human and animal health. Potential benefits include administration without water, greater accessibility and portability, easier administration, and faster relief. OTF products may also avoid or reduce the “food effect” sometimes associated with tablets, such as restrictions on food or liquids other than water before and after a dose.
The consideration for the Acquisition consists of a base purchase price of $15.0 million, comprising a cash payment of $9.0 million at closing and a non-interest-bearing deferred cash payment of $6.0 million payable on or before March 10, 2027, as well as contingent consideration in the form of an earn-out based on Nualtis’ earnings before interest, taxes, depreciation and amortization (“EBITDA”) for fiscal years 2027 through 2030, in each case subject to certain adjustments as set out in the purchase agreement. Nualtis’ results are included in the Company’s consolidated results for the 20-day period from the closing date of September 10, 2026 to September 30, 2026 and the Company now reports two operating segments: Active Ingredients and Oral Thin Film.
The Acquisition constitutes a significant acquisition for the Company under National Instrument 51-102 – Continuous Disclosure Obligations. Accordingly, the Company will file a business acquisition report on Form 51-102F4 within 75 days of the closing date, on or before November 24, 2026. It will be available on the Company’s profile on SEDAR+ at www.sedarplus.ca.
Update on Convertible Debenture Offering
As previously disclosed, concurrently with the Acquisition, the Company closed the first tranche of a non-brokered private placement (the “Offering”) of up to $20.0 million aggregate principal amount of 15% unsecured convertible debentures (the “Convertible Debentures”). As of September 30, 2026, two closings of the Offering had been held for an aggregate principal amount of $10.6 million.
Subsequent to quarter-end, three additional closings were held on October 7, 2026, October 16, 2026 and November 12, 2026, bringing the total aggregate principal amount of Convertible Debentures issued to date to approximately $14.3 million, including approximately $2.6 million issued to directors and officers of COSCIENS and Nualtis, or related entities.
In addition, the Company received conditional approval from the Toronto Stock Exchange (the “TSX”) to amend the terms of the Offering such that, subject to the required approvals, the Convertible Debentures shall be convertible into units (“Units”) of the Company at a price of US$7.00 per Unit, subject to adjustment (the “Amended Terms”). Each Unit will consist of one common share (each, a “Common Share”) and one common share purchase warrant (each, a “Warrant”), with each Warrant exercisable for one Common Share at an exercise price of US$7.00 until September 10, 2031, subject to adjustment. The Amended Terms were applied immediately to the most recently issued tranche of the Offering and are also being extended to holders of Convertible Debentures issued in prior tranches (which Convertible Debentures were originally to be convertible into only Common Shares), subject to their consent.
The Company continues to engage with prospective investors, and the Offering is expected to remain open until November 30, 2026 unless the maximum amount is reached earlier. While the Company expects to hold at least one additional closing, there can be no assurance that any additional tranches will be completed.
The Convertible Debentures bear interest at 15% per annum, payable monthly, mature on September 10, 2027 and are convertible, at the option of the Company or, following a repayment or prepayment notice, the holder, subject to the applicable conversion restrictions. Accrued interest is payable in cash and is not convertible. The conversion features and related terms of the Convertible Debentures and the exercise of the Warrants are subject to shareholder approval and any required TSX approval, and the Company has agreed to call a meeting of shareholders by March 10, 2027. The Company currently expects the meeting to be held in January 2027.
As previously disclosed, the Company has paid finders fees on certain subscriptions, in the form of cash and, in certain instances, the issuance of Convertible Debentures. In addition, the Company has also now entered into referral agreements with certain investment dealers pursuant to which the Company has agreed to pay cash fees and to issue broker warrants (“Broker Warrants”) in respect of subscribers referred to the Company by such dealers. To date, total cash fees amount to $399,250, $109,500 aggregate principal amount of Convertible Debentures have been issued as compensation, and 24,000 Broker Warrants have been issued. Subject to shareholder approval and any required TSX approval, each Broker Warrant is exercisable into one Common Share at an exercise price of US$7.00 for a period of two years.
Active Ingredients – PGX Technology Impairment and Process Development
During the quarter, the Company’s wholly-owned subsidiary Ceapro refocused its development priorities from its Pressurized Gas eXpanded (“PGX”) Technology toward process improvements in its core oat extraction operations. As a result, the Company determined that PGX Technology is no longer expected to be used for commercial opportunities, and the PGX equipment will be retained to support Ceapro’s research and development activities. The Company recognized a non-cash impairment of $2.0 million in the third quarter of 2026, reducing the carrying value of the PGX equipment to $0.2 million. The impairment does not affect the Company’s cash position.
In ongoing efforts to improve margins and to add new revenue streams, Ceapro is continuing process development for more efficient extraction of avenanthramides and oat beta glucan. Work is also progressing on recovery of oat oil and more efficient production of oat protein and oat peptides.
Share Reorganization and Suspension of SEC Reporting Obligations
As previously announced, following its share reorganization effective July 3, 2026, the Company filed a Form 15 with the U.S. Securities and Exchange Commission on July 6, 2026, suspending its U.S. reporting obligations. The Company’s registration under Section 12(g) of the U.S. Securities Exchange Act of 1934 terminated in early October 2026. The Company expects this to result in significant annualized cost savings, driven by lower regulatory, compliance and insurance costs.
The Company remains listed on the TSX and continues to have its Common Shares posted for trading on the OTCQB® Venture Market (the “OTC Market”) and to meet its public reporting obligations as a "reporting issuer" under applicable Canadian securities laws, including by filing its continuous disclosure documents on its profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.cosciensbio.com.
Consolidated Financial Statements and Management's Discussion and Analysis
For reference, the Management's Discussion and Analysis of Financial Condition and Results of Operations for the three and nine months ended September 30, 2026, as well as the Company's unaudited interim condensed consolidated financial statements as of September 30, 2026, will be available on the Company's website (www.cosciensbio.com) in the Investors section or at the Company's SEDAR+ profile at www.sedarplus.ca.
About COSCIENS Biopharma Inc.
COSCIENS Biopharma Inc. conducts business through its two wholly-owned operating subsidiaries, Ceapro Inc. and Nualtis Corp.
Ceapro Inc. 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 the personal care, cosmetic, human and animal health industries using proprietary technology, natural, renewable resources and developing innovative products, technologies and delivery systems.
Nualtis Corp. is a Canadian-based specialty pharmaceutical technology business that develops and manufactures oral thin films, which are drug-delivery films that dissolve in the mouth. Nualtis offers contract research and development, good manufacturing practice (GMP) manufacturing from pilot to commercial scale, and analytical and regulatory support services to pharmaceutical partners. It also develops products on two proprietary platforms: VersaFilm® for human health and VetaFilm® for animal health.
The Company’s common shares are listed on the TSX under the symbol “CSCI” and are listed and posted for trading on the OTC Market under the symbol “CSCIF”. For more information, please visit COSCIENS' website at www.cosciensbio.com.
Forward-Looking Statements
Certain statements in this news release constitute "forward-looking statements" and/or “forward-looking information" under applicable 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. Specific forward-looking statements in this document include, but are not limited to, statements relating to: the anticipated benefits of the Acquisition and the integration of Nualtis into the Company; potential Nualtis revenues and EBITDA margin; the development, regulatory approval, timing of commercial launch and manufacture of Nualtis’ partnered products; the expected filing of the business acquisition report; the payment of the deferred consideration and any earn-out; the possible completion of additional tranches of the Offering; the expected timing of the shareholder meeting, including receipt of shareholder and TSX approvals to approve conversion of the Convertible Debentures and exercise of the Warrants and Broker Warrants; the Company’s development priorities, including its use of its PGX equipment to support research and development activities and improvements to its oat extraction and production processes, and the anticipated effects on production efficiency, margins and revenue opportunities; the expected benefits associated with the Company’s recent share reorganization and suspension of its reporting obligations under applicable U.S. securities laws, including the anticipated cost savings; and the plans, objectives, future outlook and financial position of the Company in general. All forward-looking statements are given pursuant to the "safe harbour" provisions of applicable securities legislation.
The forecasts and projections that make up the forward-looking statements contained herein are based on the Company’s current expectations and assumptions, including factors or assumptions that were applied in drawing a conclusion or making a forecast or projection, and including, but not limited to assumptions based on historical trends, current conditions, and expected future developments, and assumptions regarding: the ability of the Company to execute on its strategic plans and find new customers and partners in connection therewith; the development of technologies and value-driving products; 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 pipeline products as well as such products’ capability to address unmet needs within new markets; the Company’s business strategy; the Company’s positioning in its target markets; the impact of tariffs and other trade barriers on our costs and revenues, as well as on the macroeconomic framework in which we operate; that the PGX equipment will continue to support the Company’s research and development activities; the successful implementation of process improvements in the Company’s oat extraction operations; the successful integration of Nualtis; the ability of Nualtis and its partners to obtain and maintain regulatory approvals, launch partnered products and scale up commercial manufacturing as anticipated; the continued performance by Nualtis’ partners of their contractual obligations; the timing and level of partner orders and sales of partnered products; the timing and amount of additional proceeds raised under the Offering; receipt of the required shareholder and TSX approvals for the conversion of the Convertible Debentures; the Company’s ability to realize the anticipated cost savings from the recent suspension of U.S. reporting obligations; the adequacy of our financial resources to finance operations and expenditure requirements; and the plans, objectives, future outlook and financial position of the Company in general.
The financial outlook concerning anticipated cost savings has been prepared to assist readers in understanding management’s expectations regarding the Company’s cost structure and may not be appropriate for other purposes.
Forward-looking statements involve known and unknown risks and uncertainties, and other factors which may cause the actual results, performance or achievements stated herein to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statement. Such risks include, among others: risks relating to the Acquisition, including the integration of Nualtis, the realization of its anticipated benefits and unexpected liabilities; Nualtis’ dependence on a limited number of pharmaceutical partners; delays in the development, regulatory approval or commercial launch of partnered products; our ability to repay or refinance the Convertible Debentures and to pay the deferred consideration; the failure to obtain shareholder or TSX approval for the conversion of the Convertible Debentures; and dilution resulting from the conversion of the Convertible Debentures. More detailed information about these and other risk factors is included under “Risk Factors” in our Annual Report for the year ended December 31, 2025, under “Risk Factors and Uncertainties” in our MD&A for the three and nine months ended September 30, 2026 and in our other public disclosure filed under our profile on SEDAR+ at www.sedarplus.ca. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Many of these factors are beyond our control, and it is not possible for the Company to predict all of these factors, or to assess in advance the impact of each such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements contained herein, except as required by applicable securities laws.
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 Contact:
Peter H. Puccetti
Chief Executive Officer and Chairman of the Board
ppuccetti@cosciensbio.com
Giuliano La Fratta
Chief Financial Officer
glafratta@cosciensbio.com
Investor Contact:
IR@cosciensbio.com
