COSCIENS Biopharma Inc 2025年年度报告和过渡报告

FORM20-F ☐Registration Statement Pursuant to Section 12(b) or 12(g) of The Securities Exchange Act of 1934 OR ☒Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 for the fiscal year endedDecember 31,2024 OR ☐Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 OR ☐Shell Company Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Commission file number001-38064 COSCIENS Biopharma Inc.(Exact Name of Registrant as Specified in its Charter) Not Applicable(Translation of Registrant’s Name into English) Canada(Jurisdiction of Incorporation) c/o Norton Rose FulbrightCanada, LLP,222 Bay Street,Suite 3000, PO Box 53,TorontoONM5K 1E7(Address of Principal Executive Offices) Gilles GagnonPresident and Chief Executive OfficerCOSCIENS Biopharma Inc.Telephone:(843)900-3223E-mail:c/o Norton Rose Fulbright Canada, LLP,222 Bay Street,Suite 3000,PO Box 53,TorontoONM5K 1E7,Canada(Name, Telephone, E-mail and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Securities registered or to be registered pursuant to Section 12(g) of the Act:NONE Securities for which there is a reporting obligation pursuant to Section 15(d) of the ACT:NONE Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as at the close of the period covered by theannual report:3,140,621Common Shares as at December 31, 2024. Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No:☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit and post such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company.See definitions of “accelerated filer,” “large accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Emerging growth company☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant haselected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section13(a) of the Exchange Act.☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its AccountingStandards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: International Financial Reporting Standardsas issued by the Other☐International Accounting Standards Board☒ If “other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected tofollow. Item 17☐Item 18☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ Basis of Presentation General Except where the context otherwise requires, all references in this Annual Report on Form 20-F to the “Company”, “