Form SCHEDULE 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]

 

SCHEDULE A

 

Transactions in the Shares of the Issuer by the Reporting Persons During the Past Sixty (60) Days

 

The following table sets forth all transactions in the Shares effected during the past sixty (60) days by the Reporting Persons. Except as noted below, all such transactions were effected in the open market through brokers and the price per share excludes commissions. The purchase price for Shares purchased on the Toronto Stock Exchange was paid in Canadian Dollars (CAD$).

 

Trade Date		Name of Purchaser		Shares Purchased (Sold)		Price Per Share ($)
October 18, 2024		Goodwood Fund		50		USD$3.70
October 18, 2024		Goodwood Fund		40		USD$3.70
October 18, 2024		Goodwood Fund		13		USD$3.70
October 18, 2024		Goodwood Fund		87		USD$3.70
October 18, 2024		Goodwood Fund		100		USD$3.70
October 18, 2024		Goodwood Fund		100		USD$3.70
October 18, 2024		Goodwood Fund		3		USD$3.70
October 18, 2024		Goodwood Fund		90		USD$3.70
October 18, 2024		Goodwood Fund		2		USD$3.70
October 18, 2024		Goodwood Fund		110		USD$3.70
October 18, 2024		Goodwood Fund		14		USD$3.70
October 18, 2024		Goodwood Fund		4		USD$3.70
October 21, 2024		Goodwood Fund		72		USD$3.70
October 21, 2024		Goodwood Fund		150		USD$3.70
October 21, 2024		Goodwood Fund		200		USD$3.70
October 21, 2024		Goodwood Fund		50		USD$3.70
October 21, 2024		Goodwood Fund		150		USD$3.70
October 21, 2024		Goodwood Fund		50		USD$3.70
October 21, 2024		Goodwood Fund		100		USD$3.70
October 21, 2024		Goodwood Fund		100		USD$3.70
October 21, 2024		Goodwood Fund		124		USD$3.70
October 21, 2024		Goodwood Fund		100		USD$3.70
October 21, 2024		Goodwood Fund		100		USD$3.70
October 21, 2024		Goodwood Fund		100		USD$3.70
October 21, 2024		Goodwood Fund		71		USD$3.70
October 21, 2024		Goodwood Fund		29		USD$3.70
October 21, 2024		Goodwood Fund		47		USD$3.70
October 21, 2024		Goodwood Fund		2		USD$3.70
October 21, 2024		Goodwood Fund		68		USD$3.70
October 21, 2024		Goodwood Fund		132		USD$3.70
October 21, 2024		Goodwood Fund		26		USD$3.70
October 21, 2024		Goodwood Fund		100		USD$3.70
October 21, 2024		Goodwood Fund		10		USD$3.70
October 21, 2024		Goodwood Fund		33		USD$3.70
October 21, 2024		Goodwood Fund		100		USD$3.70
October 21, 2024		Goodwood Fund		64		USD$3.70
October 21, 2024		Goodwood Fund		33		USD$3.70
October 21, 2024		Goodwood Fund		25		USD$3.70

 

 

October 22, 2024		Goodwood Fund		35		USD$3.70
October 22, 2024		Goodwood Fund		100		USD$3.70
October 22, 2024		Goodwood Fund		100		USD$3.70
October 22, 2024		Goodwood Fund		200		USD$3.70
October 22, 2024		Goodwood Fund		200		USD$3.70
October 22, 2024		Goodwood Fund		195		USD$3.70
October 22, 2024		Goodwood Fund		100		USD$3.70
October 22, 2024		Goodwood Fund		100		USD$3.70
October 22, 2024		Goodwood Fund		10		USD$3.70
October 22, 2024		Goodwood Fund		10		USD$3.70
October 22, 2024		Goodwood Fund		100		USD$3.70
October 22, 2024		Goodwood Fund		100		USD$3.70
October 22, 2024		Goodwood Fund		100		USD$3.70
October 22, 2024		Goodwood Fund		100		CAD$5.00
October 22, 2024		Goodwood Fund		200		CAD$5.00
October 23, 2024		Goodwood Fund		89		USD$3.70
October 23, 2024		Goodwood Fund		100		USD$3.70
October 23, 2024		Goodwood Fund		100		USD$3.70
October 23, 2024		Goodwood Fund		100		USD$3.70
October 23, 2024		Goodwood Fund		100		USD$3.70
October 23, 2024		Goodwood Fund		100		USD$3.70
October 23, 2024		Goodwood Fund		100		USD$3.70
October 23, 2024		Goodwood Fund		96		USD$3.70
October 23, 2024		Goodwood Fund		100		USD$3.70
October 23, 2024		Goodwood Fund		100		USD$3.70
October 23, 2024		Goodwood Fund		100		USD$3.70
October 23, 2024		Goodwood Fund		100		USD$3.70
October 23, 2024		Goodwood Fund		1		USD$3.70
October 23, 2024		Goodwood Fund		100		USD$3.70
October 24, 2024		Goodwood Fund		100		USD$3.70
October 24, 2024		Goodwood Fund		100		USD$3.70
October 24, 2024		Goodwood Fund		100		USD$3.70
October 24, 2024		Goodwood Fund		100		USD$3.70
October 24, 2024		Goodwood Fund		54		USD$3.70
October 24, 2024		Goodwood Fund		100		USD$3.70
October 24, 2024		Goodwood Fund		100		USD$3.70
October 25, 2024		Goodwood Fund		100		USD$3.70
October 25, 2024		Goodwood Fund		56		USD$3.70

 

 

November 21, 2024		Puccetti Funds Management Inc.		7		USD$2.90
November 21, 2024		Puccetti Funds Management Inc.		1,800		USD$2.90
November 21, 2024		Puccetti Funds Management Inc.		193		USD$2.90
November 22, 2024		Puccetti Funds Management Inc.		217		USD$2.90
December 2, 2024		Puccetti Funds Management Inc.		1,137		USD$2.90
December 12, 2024		Puccetti Funds Management Inc.		392		USD$2.80
December 12, 2024		Puccetti Funds Management Inc.		5		USD$2.80
December 12, 2024		Puccetti Funds Management Inc.		33		USD$2.86
December 12, 2024		Puccetti Funds Management Inc.		300		USD$2.86
December 12, 2024		Puccetti Funds Management Inc.		200		USD$2.86
December 12, 2024		Puccetti Funds Management Inc.		50		USD$2.86
December 12, 2024		Puccetti Funds Management Inc.		5		USD$2.86
December 12, 2024		Puccetti Funds Management Inc.		1		USD$2.88
December 12, 2024		Puccetti Funds Management Inc.		3		USD$2.88
December 12, 2024		Puccetti Funds Management Inc.		7		USD$2.88
December 12, 2024		Puccetti Funds Management Inc.		6		USD$2.88
December 12, 2024		Puccetti Funds Management Inc.		1		USD$2.89
December 12, 2024		Puccetti Funds Management Inc.		100		USD$2.90
December 12, 2024		Puccetti Funds Management Inc.		2		USD$2.90
December 12, 2024		Puccetti Funds Management Inc.		9		USD$2.90
December 12, 2024		Puccetti Funds Management Inc.		11		USD$2.90
December 12, 2024		Puccetti Funds Management Inc.		3		USD$2.90
December 12, 2024		Puccetti Funds Management Inc.		100		USD$2.90
December 12, 2024		Puccetti Funds Management Inc.		6		USD$2.90
December 12, 2024		Puccetti Funds Management Inc.		2		USD$2.90
December 12, 2024		Puccetti Funds Management Inc.		200		CAD$4.00
December 12, 2024		Puccetti Funds Management Inc.		100		CAD$4.00
December 13, 2024		Puccetti Funds Management Inc.		25		USD$2.90
December 13, 2024		Puccetti Funds Management Inc.		4		USD$2.90
December 13, 2024		Puccetti Funds Management Inc.		2		USD$2.90
December 13, 2024		Puccetti Funds Management Inc.		2		USD$2.90
December 13, 2024		Puccetti Funds Management Inc.		4,300		CAD$4.11
December 13, 2024		Puccetti Funds Management Inc.		400		CAD$4.11
December 13, 2024		Puccetti Funds Management Inc.		1,400		CAD$4.11
December 13, 2024		Puccetti Funds Management Inc.		200		CAD$4.11
December 13, 2024		Puccetti Funds Management Inc.		200		CAD$4.11
December 13, 2024		Puccetti Funds Management Inc.		100		CAD$4.11
December 13, 2024		Puccetti Funds Management Inc.		400		CAD$4.11
December 13, 2024		Puccetti Funds Management Inc.		200		CAD$4.11
December 13, 2024		Puccetti Funds Management Inc.		100		CAD$4.11
December 16, 2024		Puccetti Funds Management Inc.		10		USD$2.87
December 16, 2024		Puccetti Funds Management Inc.		100		USD$2.90
December 16, 2024		Puccetti Funds Management Inc.		2		USD$2.90
December 16, 2024		Puccetti Funds Management Inc.		70		USD$2.90
December 16, 2024		Puccetti Funds Management Inc.		270		USD$2.90
December 16, 2024		Puccetti Funds Management Inc.		100		USD$2.90
December 16, 2024		Puccetti Funds Management Inc.		10		USD$2.90
December 16, 2024		Puccetti Funds Management Inc.		200		CAD$4.11
December 16, 2024		Puccetti Funds Management Inc.		200		CAD$4.11
December 16, 2024		Puccetti Funds Management Inc.		2,400		CAD$4.11
December 17, 2024		Puccetti Funds Management Inc.		102		USD$2.90

 

 

 

EXHIBIT 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto, the “Schedule 13D”) relating to the common stock, no par value, of Cosciens BioPharma Inc., which may be deemed necessary pursuant to Regulation 13D or 13G promulgated under the Exchange Act.

 

The undersigned further agree that each party hereto is responsible for the timely filing of the Schedule 13D, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has a reason to believe that such information is inaccurate.

 

It is understood and agreed that a copy of this Joint Filing Agreement shall be attached as an exhibit to the Schedule 13D, filed on behalf of each of the parties hereto.

 

IN WITNESS WHEREOF, each of the undersigned has executed this Joint Filing Agreement as of the 19th day of December, 2024.

 

GOODWOOD FUND

 

By:

Goodwood Inc., its Manager

 

By:	/s/ Peter Puccetti
Name:	Peter Puccetti
Title:	Chairman & Chief Investment Officer

 

GOODWOOD INC.

 

By:	/s/ Peter Puccetti
Name:	Peter Puccetti
Title:	Chairman & Chief Investment Officer

 

/s/ Peter Puccetti
Name:	Peter Puccetti

 

PUCCETTI FUNDS MANAGEMENT INC.

 

By:	/s/ Peter Puccetti
Name:	Peter Puccetti
Title:	President

 

 

 

Exhibit 99.2

 

Letter Dated December 19, 2024 From Goodwood, Inc. To Cosciens Biopharma Inc.

 

GOODWOOD INC.

132 Trafalgar Road

Oakville, Ontario

L6J 3G5

 

DELIVERED

 

December 19, 2024

 

COSCIENS Biopharma Inc.

222 Bay Street, Suite 3000

Toronto, ON M5K 1E7

 

Attn: Board of Directors

 

Dear Directors:

 

As you know, Goodwood Inc., including investment funds and accounts managed by it (collectively, “Goodwood”), is the largest shareholder of COSCIENS Biopharma Inc. (“COSCIENS” or the “Company”), currently holding approximately 8.2% of your issued and outstanding common shares.

 

Over the last two quarters, we have become increasingly concerned by the excessive amount of wasted R&D and other expenses that your board continues to permit. This has resulted in substantial declines in the Company’s cash balances. Between January 1, 2024 and September 30, 2024, the Company’s board and senior management burned through U.S. $11.6 million in cash, while reporting a comprehensive loss of U.S. $10.4 million.

 

COSCIENS shareholders were previously led to believe that the merger of Aeterna Zentaris Inc. (“Aeterna”) and Ceapro Inc. would usher in a new period of fiscal discipline. Based upon comments made by the Company, Goodwood and other shareholders believed that, finally, the merged company would begin placing the best interests of your shareholders front and center, and stop wasting your shareholders’ money chasing unrealistic product development. This was critically important to us, as a then-Aeterna shareholder, because Aeterna had long suffered from an abysmal multi-year track record in its R&D projects, which required large investments of cash yet produced little or no value. In fact, to our knowledge, Aeterna only ever successfully brought one product to market over the past 10 years, despite its substantial and continued investments in R&D.

 

Unfortunately, the Company’s board and management have not followed through. Instead, the Company continues to aggressively spend on R&D projects, while producing no value for shareholders.

 

Showcasing the board’s continuing failure of oversight, shareholders need look no further than the Company’s August 27, 2024 announcement that its pivotal Phase 3 safety and efficacy study evaluating macimorelin for the diagnosis of Childhood Onset Growth Hormone Deficiency had failed to meet its primary efficacy endpoint. As you know, this study was the second study required to evaluate the potential use of macimorelin as a diagnostic test in children, as agreed with the U.S. FDA and the European Medicines Agency. The failure to meet the primary efficacy endpoint has made clear to your shareholders that regulatory approval is unrealistic, as evidenced by the 32.4% drop in the Company’s share price during the day following this announcement.

 

As the Company’s largest shareholder, we are deeply concerned that the Company’s board and management have not learned from the failures of Aeterna, which was plagued by weak performance as a result of its unilateral focus on R&D. In the last two quarters, COSCIENS spent U.S. $4.3 million on R&D, while reporting revenues of only U.S. $4.2 million. While the Company recently disclosed that it had made the decision to discontinue its AIM Biological, Amyotrophic Lateral Sclerosis, and Delayed Clearance Parathyroid Hormone programs, citing increasingly challenging timelines and costs, this decision comes far too late. These programs all commenced in 2021, and the Company incurred years of substantial R&D investment on them, with nothing to show for it.

 

 

As directors, you unfortunately seem to have lost sight of the fact that former Aeterna shareholders have suffered enormous destruction of shareholder value from the failed strategy of the Company and its predecessor Aeterna. The Company’s strategy is simply not sustainable, nor is it in the best interests of your shareholders.

 

We are also concerned that the current board’s insignificant personal shareholdings renders you insensitive to the plight of your shareholders. Collectively, the current directors own only 46,207 common shares in aggregate, or approximately 1.5% of the Company’s issued and outstanding common shares. It speaks volumes to us that, not only do the Company’s current directors not have any material share ownership, you have also not, as far as we know, even seen fit to implement share ownership guidelines for the board.

 

This lack of any meaningful share ownership by the board is all the more troubling after considering the generous pay that you have received as directors. For example, in the financial year ended December 31, 2023, the four non-management directors of Aeterna collected a total of U.S. $818,000 in fees and share-based awards (approximately 65% of this being in cash payments). And, this ignores the reimbursement of expenses submitted by directors.

 

This willingness to spend the shareholders’ cash so freely is also illustrated by management pay levels: during 2023, the top five executives of Aeterna collected a total of U.S. $2,067,652. These pay levels contrast starkly with the small size of the Company’s balance sheet and its lack of earnings. It seems that you as directors are operating under the gross misapprehension that you are sitting on the board of a large, highly-profitable pharmaceutical company, rather than accepting the reality of COSCIENS’ circumstances.

 

Simply put, the Company needs substantial change to its board composition to regain the confidence of your shareholders. The reconstituted board must immediately prioritize value creation and shareholders’ interests. As part of that, the Company must move rapidly to cut costs and eliminate unnecessary spending on long-shot R&D programs. The Company must also immediately switch focus to maximizing the value of COSCIENS’ primary revenue-generating assets – the active ingredients segment of the Company – versus the R&D-intensive and faltering pharmaceuticals segment.

 

We stand ready to engage with the board on the changes that must be made now to both the board and the Company’s strategy. Absent those changes being promptly implemented, Goodwood intends to propose new directors for election to the board. Those new directors will have the necessary experience and track records, both in specialty pharmaceuticals/biotech and in other industries, to regain the trust of your shareholders. Unlike the current board, the new board will do what it says, and will focus squarely on the creation of shareholder value.

 

Goodwood has a long and successful track record of improving outcomes at previously underperforming publicly-traded companies through our efforts. We believe that the performance of COSCIENS can be vastly improved. If this current board can’t or won’t do that, we will.

 

We look forward to hearing from you. I can be reached by telephone at 416-203-2722 or by email at [e-mail].

 

 

	Yours very truly,
	GOODWOOD INC.
	/s/ Peter H. Puccetti
	Peter H. Puccetti
	Chairman and Chief Investment Officer

 

 

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