COSCIENS Biopharma files Form 25 to withdraw its shares from Nasdaq

The filing

COSCIENS Biopharma Inc. (CSCI) filed a Form 25 with the SEC on August 26, 2025. The form is the notice that removes a class of securities from listing and registration on an exchange. This one covers the company's common shares, no par value, on the Nasdaq Capital Market. The commission file number is 001-38064.

The company checked the box for a voluntary withdrawal under 17 CFR 240.12d2-2(c). That provision applies when the issuer itself asks to end the listing, rather than the exchange acting. The company certifies that it has complied with the exchange's rules and with the requirements of that rule, and that it has reasonable grounds to believe it meets the conditions for filing the form. The form was signed by Giuliano La Fratta, chief financial officer, and gives a Toronto address in care of Norton Rose Fulbright Canada LLP.

The form does not give a reason for the withdrawal. It does not say when the removal takes effect, and it does not mention the company's Toronto Stock Exchange listing.

A listing with a short history

The company's annual report on Form 20-F, filed April 9, 2025, says COSCIENS was incorporated in 1990 under the Canada Business Corporations Act and was formerly known as Aeterna Zentaris Inc. The 20-F says the shares have been listed on both Nasdaq and the TSX under the symbol CSCI since August 9, 2024. Before that, they traded under AEZS.

The 20-F lists a 100-to-1 share consolidation in November 2015, a 25-for-1 consolidation in July 2022, and a 4-for-1 consolidation on May 3, 2024. The same year, the company completed a merger of equals with Ceapro Inc. under a court-approved plan of arrangement, closed on June 3, 2024. Each Ceapro share was exchanged for 0.02360 of an Aeterna share, and Aeterna shareholders received warrants. The 20-F says former Ceapro shareholders and former Aeterna shareholders each held about 50% of the combined company on a fully diluted basis. For accounting purposes, Ceapro was the acquirer.

The business under the listing

The 20-F describes COSCIENS as a life science company developing and selling cosmeceutical, nutraceutical and pharmaceutical products. Its two main products are oat beta glucan and avenanthramides, which the company says appear in many household-name cosmetic and personal care brands.

The pipeline has suffered setbacks. In the third quarter of 2024 the company discontinued its AIM Biologicals, amyotrophic lateral sclerosis and delayed clearance parathyroid hormone programs, citing timelines and costs. On August 27, 2024, it announced that the Phase 3 DETECT trial of macimorelin, for diagnosing childhood-onset growth hormone deficiency, had failed to meet its primary endpoints.

The 20-F says the company will make no further investment in macimorelin for childhood-onset growth hormone deficiency. The adult diagnostic version is still on the market, and the company is exploring options for it, including a possible divestment. It says the company has decided to become a pure-play life science business offering natural-based products.

What the filing leaves out

The Form 25 does not link the withdrawal to the failed trial, the discontinued programs or the 2024 share consolidation. It is a one-page notice with a certification and no financial information, so it does not show the company's cash or losses. The 20-F was filed in April 2025, months before the withdrawal, and does not discuss it.

The Form 25 also does not say whether the company plans to keep its TSX listing. The 20-F lists the TSX as a second market for the shares, but it cannot show what the company intends now.

What comes next

The form does not state when the removal from Nasdaq takes effect. For holders, the immediate change is that the shares would no longer be listed on Nasdaq. The Form 25 itself says nothing about where the shares will continue to trade.

Report an error

Companies in this story

CSCICOSCIENS Biopharma Inc.TSX · CanadaOpen the starter desk