Exhibit 99.1
COSCIENS Biopharma Inc.
Condensed Interim Consolidated Financial Statements
As of March 31, 2026, and for the three months ended March 31, 2026, and 2025
(In thousands of US dollars)
(Unaudited)
| 1 |
COSCIENS Biopharma Inc.
Condensed Interim Consolidated Statements of Financial Position
(In thousands of US dollars)
(Unaudited)
As of March 31, 2026 | As of December 31, 2025 | |||||||
| $ | $ | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | ||||||||
| Trade and other receivables | ||||||||
| Inventories (note 4) | ||||||||
| Prepaid expenses and other assets (note 5) | ||||||||
| Assets held for sale | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Restricted cash and cash equivalents | ||||||||
| Deposits | ||||||||
| Property and equipment (note 6) | ||||||||
| Intangible assets | ||||||||
| Total non-current assets | ||||||||
| Total assets | ||||||||
| LIABILITIES | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities (note 7) | ||||||||
| Provisions | ||||||||
| Income taxes payable | ||||||||
| Current portion of lease liabilities | ||||||||
| Warrant liability (note 9) | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities | ||||||||
| Deferred revenues (note 3) | ||||||||
| Lease liabilities | ||||||||
| Employee future benefits (note 8) | ||||||||
| Total non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Shareholders’ equity | ||||||||
| Share capital (note 10) | ||||||||
| Contributed surplus | ||||||||
| Retained earnings (accumulated deficit) | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | ||||||||
Commitments (note 15)
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Approved by the Board of Directors
| /s/ Peter H. Puccetti | /s/ Anthony J. Giovinazzo | |
| Peter H. Puccetti, Chair of the Board | Anthony J. Giovinazzo, Director |
| 2 |
COSCIENS Biopharma Inc.
Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity
For the three months ended March 31, 2026, and 2025
(In thousands of US dollars)
(Unaudited)
| Share capital | Contributed surplus | Retained earnings | Accumulated other comprehensive loss | Total | ||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||
| Balance – January 1, 2026 | ( | ) | ( | ) | ||||||||||||||||
| Net profit | ||||||||||||||||||||
| Other comprehensive loss: | ||||||||||||||||||||
| Foreign currency translation adjustments | ||||||||||||||||||||
| Comprehensive profit | ||||||||||||||||||||
| Share-based compensation costs | ||||||||||||||||||||
| Exercise of warrants | ||||||||||||||||||||
| Balance – March 31, 2026 | ( | ) | ( | ) | ||||||||||||||||
| Share capital | Contributed surplus | Retained earnings | Accumulated other comprehensive loss | Total | ||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||
| Balance – January 1, 2025 | ( | ) | ( | ) | ||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||
| Other comprehensive loss: | ||||||||||||||||||||
| Foreign currency translation adjustments | ( | ) | ( | ) | ||||||||||||||||
| Actuarial gain on defined benefit plan | ||||||||||||||||||||
| Comprehensive loss | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Share-based compensation costs | ||||||||||||||||||||
| Exercise of warrants | ||||||||||||||||||||
| Balance – March 31, 2025 | ( | ) | ( | ) | ||||||||||||||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
| 3 |
COSCIENS Biopharma Inc.
Condensed Interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
For the three months ended March 31, 2026, and 2025
(In thousands of US dollars, except share and per share data)
(Unaudited)
Three months ended March 31, | ||||||||
| 2026 | 2025 (Restated – Note 14) | |||||||
| $ | $ | |||||||
| Continuing operations | ||||||||
| Revenues (note 3) | ||||||||
| Cost of sales | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Research and development | ( | ) | ( | ) | ||||
| Selling, general and administrative | ( | ) | ( | ) | ||||
| Total operating expenses | ( | ) | ( | ) | ||||
| Loss from continuing operations | ( | ) | ( | ) | ||||
| Foreign exchange gain (loss) | ( | ) | ||||||
| Finance costs | ( | ) | ( | ) | ||||
| Interest income | ||||||||
| Other income | ||||||||
| Change in fair value of warrant and DSU liabilities | ( | ) | ||||||
| Other income (loss) | ( | ) | ||||||
| Loss before income taxes from continuing operations | ( | ) | ( | ) | ||||
| Income tax recovery (expense) | ||||||||
| Net loss from continuing operations | ( | ) | ( | ) | ||||
| Discontinued operations | ||||||||
| Income (loss) from discontinued operations, net of tax (note 14) | ( | ) | ||||||
| Net income (loss) | ( | ) | ||||||
| Other comprehensive income (loss): | ||||||||
| Items that may be reclassified subsequently to profit or loss: | ||||||||
| Foreign currency translation adjustments | ( | ) | ||||||
| Items that will not be reclassified subsequently to profit or loss: | ||||||||
| Actuarial gain (loss) on defined benefit plans (note 8) | ||||||||
| Comprehensive income (loss) | ( | ) | ||||||
| Basic and diluted loss per share from continuing operations (note 12) | ) | ) | ||||||
| Basic income (loss) per share (note 12) | ( | ) | ||||||
| Diluted income (loss) per share (note 12) | ( | ) | ||||||
| Weighted average number of shares outstanding (basic) | ||||||||
| Weighted average number of shares outstanding (diluted) | ||||||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
| 4 |
COSCIENS Biopharma Inc.
Condensed Interim Consolidated Statements of Cash Flows
For the three months ended March 31, 2026, and 2025
(In thousands of US dollars)
(Unaudited)
Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| Cash flows from operating activities | ||||||||
| Net income (loss) for the period | ( | ) | ||||||
| Items not affecting cash and cash equivalents: | ||||||||
| Deconsolidation of German subsidiaries (note 14) | ( | ) | ||||||
| Depreciation and amortization | ||||||||
| Share-based compensation costs | ||||||||
| Loss on disposal of property and equipment | ||||||||
| Employee future benefits | ||||||||
| Amortization of deferred revenues | ( | ) | ||||||
| Change in fair value of warrant and DSU liabilities | ( | ) | ||||||
| Other non-cash items | ( | ) | ||||||
| Changes in operating assets and liabilities (note 11) | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Payments on lease liabilities | ( | ) | ( | ) | ||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Deconsolidation of German subsidiaries (note 14) | ( | ) | ||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Proceeds on disposal of property and equipment | ||||||||
| Changes in restricted cash equivalents | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ) | ||||||
| Net change in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents – Beginning of period | ||||||||
| Cash and cash equivalents – End of period | ||||||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
| 5 |
COSCIENS Biopharma Inc.
Notes to the Condensed Interim Consolidated Financial Statements
As of March 31, 2026, and for the three months ended March 31, 2026, and 2025
(In thousands of US dollars, except share and per share data and as otherwise noted)
(Unaudited)
| 1. | Business overview |
Summary of business
COSCIENS Biopharma Inc. is a holding company, operating through its subsidiaries (collectively, the “Company”). 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. These products are produced using the Company’s proprietary technologies. The Company’s patented technologies include the Pressurized Gas eXpanded (PGX) technology, which is a unique technology that generates high-value yields of active ingredients from natural based resources for use in novel cosmeceutical, nutraceutical and pharmaceutical products. The Company’s two value-driving products, oat beta glucan and avenanthramides, are found in many household name cosmetic and personal care brands. These products are manufactured from the Company’s proprietary oat extraction manufacturing technology and are known for their well-documented health benefits.
These unaudited condensed interim consolidated financial statements were approved by the Board of Directors (the “Board”) on May 12, 2026.
These condensed interim consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which presumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.
Assessing the Company’s ability to continue as a going concern necessitates significant judgment, relying on detailed financial forecasts with inherent estimates related to future sales, operating costs, research and development expenses, and capital expenditures. While the Company currently anticipates that its cash on hand and projected future cash flows from operations will be sufficient to cover its financial liabilities as they become due for at least the next twelve months from the issuance date of these condensed interim consolidated financial statements, these future cash flows are subject to several factors beyond the Company’s control.
As
discussed in Note 6, the Company has experienced a sustained decline in revenues and has incurred continuous operating losses during
the current and prior fiscal period, raising substantial doubt about the Company’s ability to continue as a going concern. During
the three-month period ended March 31, 2026, the Company incurred a net loss from continuing operations of $
In
addition, a significant portion of the Company’s revenue is derived from a single customer primarily located in the United States
(Note 13), exposing the Company to potential volatility in cash flows. Furthermore, on August 1st, 2025, the President of the United
States issued executive orders imposing
| 6 |
COSCIENS Biopharma Inc.
Notes to the Condensed Interim Consolidated Financial Statements
As of March 31, 2026, and for the three months ended March 31, 2026, and 2025
(In thousands of US dollars, except share and per share data and as otherwise noted)
(Unaudited)
As such, there is material uncertainty that raises substantial doubt about the Company’s ability to continue as a going concern for a period of at least 12 months from the date of issuance of these condensed interim consolidated financial statements.
The condensed interim consolidated financial statements have been prepared on a going concern basis and do not include any adjustments that might be necessary if the going concern assumption was not appropriate. If the going concern assumption was not appropriate for these interim financial statements, then adjustments would be necessary to the carrying value of assets and liabilities, and the classification of items in the condensed interim consolidated statements of financial position. Such adjustments could be material.
| 2. | Basis of presentation |
These unaudited condensed interim consolidated financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”).
The unaudited condensed interim consolidated financial statements do not include all the notes normally included in annual consolidated financial statements. The unaudited condensed interim consolidated financial statements reflect all normal and reoccurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. Accordingly, these unaudited condensed interim consolidated financial statements should be read in conjunction with the Company’s annual consolidated financial statements as of and for the year ended December 31, 2025.
The accounting policies applied in these condensed interim consolidated financial statements are consistent with those presented in the Company’s annual consolidated financial statements for the year ended December 31, 2025, except as noted below.
Discontinued operations
A discontinued operation is a component of the Group’s business, the operations and cash flows of which can be clearly distinguished from the rest of the Group and which represents a separate major line of business or geographical area of operations and is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations.
Classification as a discontinued operation is assessed at the earlier of disposal or when the operation meets the criteria to be classified as held-for-sale. The German subsidiaries met the definition of a discontinued operation on March 27, 2026, following their deconsolidation. As these entities comprised the Company’s Biopharmaceutical segment, they represent a separate major line of business.
When an operation is classified as a discontinued operation, the comparative consolidated statement of profit or loss and other comprehensive income is presented as if the operation had been discontinued from the start of the comparative year.
| 7 |
COSCIENS Biopharma Inc.
Notes to the Condensed Interim Consolidated Financial Statements
As of March 31, 2026, and for the three months ended March 31, 2026, and 2025
(In thousands of US dollars, except share and per share data and as otherwise noted)
(Unaudited)
Loss of control
When the Company loses control over a subsidiary, it derecognizes the assets and liabilities of the subsidiary, and other components of equity. Any resulting gain or loss is recognized in the consolidated statement of income (loss).
New standards and amendments
Several amendments apply for the first time for reporting periods beginning after January 1, 2026, but do not have a significant impact on the interim condensed consolidated financial statements of the Company. The IASB has published several new, but not yet effective, standards, amendments to existing standards, and interpretations. None of these standards, amendments to existing standards, or interpretations have been early adopted by the Company, and management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement.
Critical accounting estimates and judgements
The preparation of condensed interim consolidated financial statements in accordance with IFRS Accounting Standards requires management to make judgements, estimates and assumptions about the future that affect the reported amounts of the Company’s assets, liabilities, revenues, expenses and related disclosures. Judgements, estimates and assumptions are based on historical experience, expectations, current trends and other factors that management believes to be relevant at the time at which the Company’s condensed interim consolidated financial statements are prepared.
Management reviews, on a regular basis, the Company’s accounting policies, assumptions, estimates and judgements in order to ensure that the condensed interim consolidated financial statements are presented fairly and in accordance with IFRS Accounting Standards applicable to interim financial statements. Revisions to estimates are recognized prospectively. Critical accounting estimates and assumptions are those that have a significant risk of causing material adjustment and are often applied to matters or outcomes that are inherently uncertain and subject to change. As such, management cautions that future events often vary from forecasts and expectations and that estimates routinely require adjustment.
Critical accounting estimates and assumptions, as well as critical judgements used in applying accounting policies in the preparation of the Company’s condensed interim consolidated financial statements, were the same as those applied to Company’s annual consolidated financial statements as of and for the year ended December 31, 2025, other than the following:
Loss of control
The Company is required to make judgments in assessing whether the Company has lost control over a subsidiary. In making this assessment, the Company assesses whether it has power by determining whether its substantive rights to direct the relevant activities of the subsidiary are suspended due to the insolvency proceedings and who holds such substantive rights.
| 8 |
COSCIENS Biopharma Inc.
Notes to the Condensed Interim Consolidated Financial Statements
As of March 31, 2026, and for the three months ended March 31, 2026, and 2025
(In thousands of US dollars, except share and per share data and as otherwise noted)
(Unaudited)
| 3. | Revenue |
The Company derives revenue from active ingredient product sales at a point in time.
Deferred revenue
The deferred revenue balance as at December 31, 2025 primarily relates to the advance consideration received by AEZS Germany in the form of non-refundable non-creditable upfront payment and milestone payments relating to list price approvals of Ghryvelin™ in the United Kingdom, Spain and Germany as per an exclusive licensing agreement for the commercialization of macimorelin (the “Licensed Product”) in the European Economic Area and the United Kingdom and an exclusive supply agreement for a period of ten years, subject to renewal, to supply such Licensed Product. As described in Note 15, as of March 27, 2026, the Company ceased to consolidate AEZS Germany and the deferred revenue related to the Pharmanovia and NK Meditech Limited customers was derecognized.
For
the three months ended March 31, 2026, the Company recognized $
Liabilities related to contracts with customers
The following table provides a summary of deferred revenue balances:
| December 31, 2025 | ||||||||||||
| Current | Non-Current | Total | ||||||||||
| $ | $ | $ | ||||||||||
| Pharmanovia | ||||||||||||
| NK Meditech Limited | ||||||||||||
| Davimed GmbH | ||||||||||||
| 4. | Inventories |
The Company had the following inventories at the end of each reporting period:
| March 31, 2026 | December 31, 2025 | |||||||
| $ | $ | |||||||
| Raw materials | ||||||||
| Work in progress | ||||||||
| Finished goods | ||||||||
Inventories
expensed to cost of goods sold during the three-month period ended March 31, 2026, were $
| 5. | Prepaid expenses and other assets |
The Company had the following prepaid expenses at the end of each reporting period:
| March 31, 2026 | December 31, 2025 | |||||||
| $ | $ | |||||||
| Prepaid insurance | ||||||||
| Prepaid research and development | ||||||||
| Other | ||||||||
| 9 |
COSCIENS Biopharma Inc.
Notes to the Condensed Interim Consolidated Financial Statements
As of March 31, 2026, and for the three months ended March 31, 2026, and 2025
(In thousands of US dollars, except share and per share data and as otherwise noted)
(Unaudited)
| 6. | Property and equipment |
Components of the Company’s property and equipment are summarized below.
| Cost | ||||||||||||||||||||||||
| Equipment Not Available for Use | Equipment | Office and Computer Equipment | Buildings | Leasehold Improvements | Total | |||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| At January 1, 2025 | ||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||
| Impairment | ( | ) | ( | ) | ||||||||||||||||||||
| Disposals | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Impact of foreign exchange rate changes | ||||||||||||||||||||||||
| At December 31, 2025 | ||||||||||||||||||||||||
| Amounts derecognized due to discontinued operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Additions | ||||||||||||||||||||||||
| Disposals | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Commissioning of assets | ( | ) | ||||||||||||||||||||||
| Impact of foreign exchange rate changes | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| At March 31, 2026 | ||||||||||||||||||||||||
| Accumulated Depreciation | ||||||||||||||||||||||||
| Equipment Not Available for Use | Equipment | Office and Computer Equipment | Buildings | Leasehold Improvements | Total | |||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| At January 1, 2025 | ||||||||||||||||||||||||
| Amortization | ||||||||||||||||||||||||
| Disposals | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Impact of foreign exchange rate changes | ||||||||||||||||||||||||
| At December 31, 2025 | ||||||||||||||||||||||||
| Amounts derecognized due to deconsolidation of German subsidiaries | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Amortization | ||||||||||||||||||||||||
| Disposals | ( | ) | ( | ) | ||||||||||||||||||||
| Impact of foreign exchange rate changes | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| At March 31, 2026 | ||||||||||||||||||||||||
| Carrying amount | ||||||||||||||||||||||||
| Equipment Not Available for Use | Equipment | Office and Computer Equipment | Buildings | Leasehold Improvements | Total | |||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| At December 31, 2025 | ||||||||||||||||||||||||
| At March 31, 2026 | ||||||||||||||||||||||||
| 10 |
COSCIENS Biopharma Inc.
Notes to the Condensed Interim Consolidated Financial Statements
As of March 31, 2026, and for the three months ended March 31, 2026, and 2025
(In thousands of US dollars, except share and per share data and as otherwise noted)
(Unaudited)
During
the three-month period ended March 31, 2026 the Company retired fully depreciated assets no longer in use of $ (2025 - $
Included
in the net carrying amount of property and equipment at March 31, 2026, are right-of-use assets relating to buildings, in the amount
of $
As
of March 31, 2026, the market capitalization of the Company is lower than its carrying amount and the Active Ingredient CGU will absorb
more corporate costs following the deconsolidation of the Biopharmaceutical CGU, suggesting potential impairment. As a result, the Company
tested the Active Ingredient CGU for impairment and the recoverable amount was estimated based on its value in use, using a discounted
cash flow model. The cash flows are derived from the budget for the next five years and do not include restructuring activities that
the Company is not yet committed to or significant future investments that will enhance the performance of the assets of the CGU being
tested. The significant estimates used in the determination of value in use included forecasted revenues, costs, growth rate and discount
rate. As at March 31, 2026,
| 7. | Accounts payable and accrued liabilities |
The Company had the following accounts payable and accrued expenses at the end of each reporting period:
| March 31, 2026 | December 31, 2025 | |||||||
| $ | $ | |||||||
| Trade accounts payable | ||||||||
| Accrued research and development costs | ||||||||
| Accrued employee benefits | ||||||||
| Payroll tax and other statutory liabilities | ( | ) | ||||||
| Other accrued liabilities | ||||||||
| 11 |
COSCIENS Biopharma Inc.
Notes to the Condensed Interim Consolidated Financial Statements
As of March 31, 2026, and for the three months ended March 31, 2026, and 2025
(In thousands of US dollars, except share and per share data and as otherwise noted)
(Unaudited)
| 8. | Employee future benefits |
The change in the Company’s employee future benefit obligations is summarized as follows:
Three months ended March 31, 2026 | Year ended December 31, 2025 | |||||||||||||||
| Pension | Other | |||||||||||||||
| benefit plans | benefit plans | Total | Total | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Change in plan liabilities | ||||||||||||||||
| Balances – Beginning of the period | ||||||||||||||||
| Current service cost | ||||||||||||||||
| Interest cost | ||||||||||||||||
| Actuarial loss (gain) from changes in financial assumptions | ( | ) | ||||||||||||||
| Benefits paid | ( | ) | ||||||||||||||
| Impact of foreign exchange rate changes | ||||||||||||||||
| Deconsolidation of German subsidiaries | ( | ) | ( | ) | ( | ) | ||||||||||
| Balances – End of the period | ||||||||||||||||
| Change in plan assets | ||||||||||||||||
| Balances – Beginning of the period | ||||||||||||||||
| Interest income from plan assets | ||||||||||||||||
| Employer contributions | ||||||||||||||||
| Employee contributions | ||||||||||||||||
| Benefits paid | ( | ) | ||||||||||||||
| Remeasurement of plan assets | ||||||||||||||||
| Unrecognized Asset due to Asset Ceiling | ( | ) | ||||||||||||||
| Impact of foreign exchange rate changes | ||||||||||||||||
| Deconsolidation of German subsidiaries | ( | ) | ( | ) | ||||||||||||
| Balances – End of the period | ||||||||||||||||
| Net liability of the unfunded plans | ||||||||||||||||
| Net liability of the funded plans | ||||||||||||||||
| Net amount recognized as Employee future benefits | ||||||||||||||||
| Amounts recognized: | ||||||||||||||||
| In net loss | ||||||||||||||||
| Actuarial gain (loss) on defined benefit plans in other comprehensive loss | ||||||||||||||||
The calculation of the employee future benefit obligation is sensitive to the discount rate assumption and other assumptions such as the rate of the pension benefit increase.
| 12 |
COSCIENS Biopharma Inc.
Notes to the Condensed Interim Consolidated Financial Statements
As of March 31, 2026, and for the three months ended March 31, 2026, and 2025
(In thousands of US dollars, except share and per share data and as otherwise noted)
(Unaudited)
| 9. | Warrants |
Warrant activity for the three months ended March 31, 2026, was as follows:
| Warrants | Weighted average exercise price | Amount | ||||||||||
| # | $ | $ | ||||||||||
| Balance – December 31, 2025 | ||||||||||||
| Exercised | ( | ) | ( | ) | ||||||||
| Expired | ( | ) | ||||||||||
| Change in fair value of warrants | ( | ) | ||||||||||
| Balance – March 31, 2026 | ||||||||||||
The fair value of the liability, classified as warrant liability, is subsequently remeasured at each reporting date and at settlement date using the Black-Scholes option pricing model, with changes in fair value recognized in profit or loss. At March 31, 2026, the following warrants were outstanding:
| Issuance date | Number | Weighted average remaining contractual life | Weighted average exercise price | |||||||||
| # | years | $ | ||||||||||
| June 2024 | ||||||||||||
| Balance – March 31, 2026 | ||||||||||||
| 10. | Shareholders’ equity |
Share capital
The Company has authorized an unlimited number of common shares (being voting and participating shares) with no par value, as well as an unlimited number of preferred, first and second ranking shares, issuable in series, with rights and privileges specific to each class, with no par value.
| Common shares | Amount | |||||||
| # | $ | |||||||
| Balance – December 31, 2025 | ||||||||
| Granted | ||||||||
| Balance – March 31, 2026 | 22,625 | |||||||
| Common shares | Amount | |||||||
| # | $ | |||||||
| Balance – December 31, 2024 | ||||||||
| Granted | ||||||||
| Balance – March 31, 2025 | ||||||||
| 13 |
COSCIENS Biopharma Inc.
Notes to the Condensed Interim Consolidated Financial Statements
As of March 31, 2026, and for the three months ended March 31, 2026, and 2025
(In thousands of US dollars, except share and per share data and as otherwise noted)
(Unaudited)
Share-based compensation
The
compensation expense for the three months ended March 31, 2026, was $
| Stock options | Weighted average exercise price | |||||||
| # | $ | |||||||
| Balance – January 1, 2026 | ||||||||
| Cancelled / Forfeited | ( | ) | ( | ) | ||||
| Balance – March 31, 2026 | ||||||||
| Stock options | Weighted average exercise price | |||||||
| # | $ | |||||||
| Balance – January 1, 2025 | ||||||||
| Cancelled / Forfeited | ( | ) | ||||||
| Balance – March 31, 2025 | ||||||||
| 11. | Supplemental disclosure of cash flow information |
Three months ended March 31 | ||||||||
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| Changes in operating assets and liabilities: | ||||||||
| Trade and other receivables | ( | ) | ||||||
| Inventory | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Accounts payable and accrued liabilities | ( | ) | ||||||
| Deferred revenues | ( | ) | ||||||
| Provision for restructuring and other costs | ( | ) | ( | ) | ||||
| Employee future benefits | ( | ) | ( | ) | ||||
| ( | ) | |||||||
| 14 |
COSCIENS Biopharma Inc.
Notes to the Condensed Interim Consolidated Financial Statements
As of March 31, 2026, and for the three months ended March 31, 2026, and 2025
(In thousands of US dollars, except share and per share data and as otherwise noted)
(Unaudited)
| 12. | Net income (loss) per share |
Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| Net loss from continuing operations | ( | ) | ( | ) | ||||
| Net income (loss) | ( | ) | ||||||
| Weighted-average shares outstanding (basic) | ||||||||
| Weighted-average shares outstanding (diluted) | ||||||||
| Basic and diluted loss per share from continuing operations | ) | ) | ||||||
| Basic income (loss) per share | ( | ) | ||||||
| Diluted income (loss) per share | ( | ) | ||||||
| Items excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: | ||||||||
| Stock options and DSUs | ||||||||
| Warrants | ||||||||
| 13. | Segment information |
The Company’s chief operating decision maker assesses the performance based on revenues and operating loss before selling, general & administrative expenses, other income and tax by segment. Selling, general and administrative expenses are expenses and salaries related to centralized functions, such as corporate finance, legal, human resources and technology teams, which are not allocated to segments. As of December 31, 2025, the Company had two reportable and operating segments: Active ingredient and Biopharmaceutical.
As described in Note 14, as of March 27, 2026, the Company ceased to consolidate the German subsidiaries, which composed the Biopharmaceutical segment. Therefore, as of March 31, 2026, the Company has one reportable and operating segment, Active ingredient, involved in the development of proprietary extraction technologies and the application of these technologies to the production and development and commercialization of active ingredients derived from oats and other renewable plant resources for healthcare and cosmetic industries. Active ingredients produced include oat beta glucan, oat oil and avenanthramides. These and similar manufactured products are sold primarily through distribution networks.
Major Customer
During
the three months ended March 31, 2026, the Company had export sales to one major distributor of the Company’s products representing
| 14. | Discontinued operations |
On March 5, 2026, the Company announced the strategic decision to cease funding its German subsidiaries. As a result, on March 23, 2026, the German subsidiaries filed an insolvency petition at a German Court to open insolvency proceedings. Effective on March 27, 2026, following the appointment of an insolvency administrator, the Company ceased to consolidate the German subsidiaries as the Company was no longer in a position of control over the German subsidiaries.
As
described in Note 13, the German subsidiaries constituted the Biopharmaceutical segment of the Company. The segment involved the commercializing
and developing pharmaceutical therapeutics and diagnostic tests, including the Company’s lead product, Macrilen®
(macimorelin). The segment also included costs associated with the development of our pre-clinical pipeline to potentially address unmet
medical needs across several indications with a focus on rare or orphan indications. Accordingly, the Company derecognized the assets
and liabilities of the German subsidiaries from its consolidated balance sheet which resulted in a total income from discontinued operations
of $
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COSCIENS Biopharma Inc.
Notes to the Condensed Interim Consolidated Financial Statements
As of March 31, 2026, and for the three months ended March 31, 2026, and 2025
(In thousands of US dollars, except share and per share data and as otherwise noted)
(Unaudited)
The following tables summarize the financial information related to the German subsidiaries on March 27, 2026, which was immediately prior to deconsolidation:
As of March 27, 2026 | ||||
| $ | ||||
| ASSETS | ||||
| Current assets | ||||
| Cash and cash equivalents | ||||
| Trade and other receivables | ||||
| Inventories | ||||
| Prepaid expenses and other assets | ||||
| Total current assets | ||||
| Non-current assets | ||||
| Restricted cash and cash equivalents | ||||
| Property and equipment (note 6) | ||||
| Total non-current assets | ||||
| Total assets | ||||
| LIABILITIES | ||||
| Current liabilities | ||||
| Accounts payable and accrued liabilities | ( | ) | ||
| Provisions | ( | ) | ||
| Income taxes payable | ( | ) | ||
| Current portion of lease liabilities | ( | ) | ||
| Total current liabilities | ( | ) | ||
| Non-current liabilities | ||||
| Deferred revenues (note 3) | ( | ) | ||
| Lease liabilities | ( | ) | ||
| Employee future benefits (note 8) | ( | ) | ||
| Total non-current liabilities | ( | ) | ||
| Total liabilities | ( | ) | ||
| Total net liabilities | ( | ) | ||
| $ | ||||
| Carrying amount of net liabilities deconsolidated | ( | ) | ||
| Reclassification of foreign currency translation adjustments | ||||
| Gain on deconsolidation | ||||
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COSCIENS Biopharma Inc.
Notes to the Condensed Interim Consolidated Financial Statements
As of March 31, 2026, and for the three months ended March 31, 2026, and 2025
(In thousands of US dollars, except share and per share data and as otherwise noted)
(Unaudited)
The key components of the operating results of the discontinued operations for the German subsidiaries are as follows:
Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| Revenues | ||||||||
| Cost of sales | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Research and development | ||||||||
| Selling, general and administrative | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Foreign exchange gain (loss) | ( | ) | ||||||
| Finance costs | ( | ) | ( | ) | ||||
| Other income | ||||||||
| Net loss from discontinued operations | ( | ) | ( | ) | ||||
| Gain on deconsolidation | ||||||||
| Income (loss) from discontinued operations, net of tax | ( | ) | ||||||
| Basic income (loss) per share (note 12) | ( | ) | ||||||
| Diluted income (loss) per share (note 12) | ( | ) | ||||||
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COSCIENS Biopharma Inc.
Notes to the Condensed Interim Consolidated Financial Statements
As of March 31, 2026, and for the three months ended March 31, 2026, and 2025
(In thousands of US dollars, except share and per share data and as otherwise noted)
(Unaudited)
Cash flows provided by (used in) discontinued operations were:
Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Net cash used in financing activities | ||||||||
| Net cash provided by investing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ||||||||
| Net change in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents – Beginning of period | ||||||||
| Cash and cash equivalents – End of period | ||||||||
| 15. | Commitments and Contingencies |
The
Company previously entered into license agreements with Agriculture Canada (AG) for a technology to increase the concentration of avenanthramides
in selected oat and with University of Alberta for a Pressurized Gaz expanded Technology (PGX) for the processing of various polymers.
The royalty percentage rate would be
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