COSCIENS Biopharma Inc. (TSX: CSCI | OTCQB: CSCIF) announced on September 10, 2026, the acquisition of Nualtis Corp., a Montreal-based specialty pharmaceutical technology company focused on proprietary oral thin-film drug delivery. The deal, valued at US$15 million plus potential earn-out payments, expands COSCIENS' portfolio to include an FDA- and Health Canada-inspected GMP manufacturing facility and a pipeline protected by 21 foundational patents. The company simultaneously completed the first tranche of a non-brokered private placement of unsecured convertible debentures to help finance the transaction.

Key Points

  • COSCIENS Biopharma Inc. (TSX: CSCI | OTCQB: CSCIF) announced the acquisition of Nualtis Corp.
  • Cash purchase price of US$15 million, with US$9 million paid at closing and US$6 million deferred within six months, plus potential earn-out payments of 10% of Nualtis EBITDA for 2027–2030
  • First tranche of convertible debentures raised approximately US$6 million at 15% annual interest, maturing September 10, 2027, convertible at US$7.00 per common share pending shareholder approval
  • Investors may be watching the anticipated second tranche closing and the shareholder meeting required to approve conversion rights

Nualtis' VersaFilm® and VetaFilm® Platforms Drive Strategic Rationale

Nualtis, formerly IntelGenx Corp. and established in 2003, operates two proprietary oral thin-film platforms: VersaFilm® for human therapeutics and VetaFilm® for veterinary applications. The company holds a Health Canada Drug Establishment Licence covering importation, manufacturing, packaging, labelling, and testing. The global pharmaceutical oral thin film market was estimated at US$3.8 billion in 2024, the release states. COSCIENS noted it believes successful commercialisation of products in Nualtis' existing pipeline could result in tens of millions of dollars in annual revenue within five years, though this constitutes a forward-looking estimate subject to material risks.

RizaFilm® and Belbuca® Generic Among Key Near-Term Pipeline Programmes

A notable near-term programme involves RizaFilm®, a registered trademark of Gensco Laboratories LLC, described in the release as the first and only FDA-approved oral dissolvable film for migraine in the United States. Gensco Pharma has announced a U.S. launch in October 2026, with Nualtis as manufacturer. Nualtis is also developing a generic buprenorphine buccal film incorporating VersaFilm® technology, intended as a generic version of Belbuca®, which recorded net U.S. revenue of US$221.7 million for fiscal year 2025, up 5% year-over-year, according to the announcement.

Convertible Debenture Structure and Shareholder Approval Requirements

The first tranche of approximately US$6 million in convertible debentures bears 15% annual interest and matures September 10, 2027. The debentures are convertible into common shares at US$7.00 per share, subject to shareholder approval under TSX rules. As of September 10, 2026, there were 997,219 outstanding common shares; full conversion of the first tranche would result in approximately 850,000 additional shares. Certain directors and officers participated for approximately US$1.3 million, constituting a related-party transaction under MI 61-101. The company has agreed to call a shareholder meeting within six months to seek required approvals.