COSCIENS Biopharma Inc. (TSX: CSCI | OTCQB: CSCIF) announced on September 16, 2026, the closing of the second tranche of its non-brokered private placement of 15% unsecured convertible debentures. The second tranche raised an aggregate principal amount of US$4,375,000, bringing the combined total from both closings to US$10,706,250. With a stated offering ceiling of US$20 million, the company has indicated it anticipates closing one or more additional tranches, subject to customary closing conditions. Investors may be watching how this capital raise supports COSCIENS' recently expanded biopharma platform.

Key Points

  • COSCIENS Biopharma Inc. (TSX: CSCI | OTCQB: CSCIF) closed the second tranche of its convertible debenture offering on September 16, 2026.
  • The second tranche raised US$4,375,000, bringing the cumulative total from both tranches to US$10,706,250 against a US$20 million maximum.
  • Finders' fees for the second tranche totalled US$35,000 in debentures and US$100,000 in cash; debentures carry a four-month hold period under Canadian securities law.
  • Shareholder approval for conversion rights is required; the company has agreed to call a meeting within six months.

Second Tranche Terms and Cumulative Raise Under the US$20 Million Offering

The second tranche of COSCIENS' non-brokered private placement issued unsecured convertible debentures bearing a 15% coupon, adding US$4,375,000 in aggregate principal. Combined with the first closing announced on September 10, 2026, the offering has now generated US$10,706,250. The company disclosed that the maximum aggregate principal amount contemplated under the offering is US$20 million, and it anticipates closing further tranches in the coming weeks, though completion remains subject to customary conditions and cannot be assured.

Finders' Fees and Canadian Securities Hold Period for CSCI Debentures

In connection with the second tranche, COSCIENS agreed to pay finders' fees totalling US$35,000 in debentures and US$100,000 in cash on certain subscriptions. The release states that any debentures issued as finders' fees count toward the US$20 million aggregate cap. The debentures, and any common shares issuable upon their conversion, are subject to a four-month hold period under Canadian securities laws, a standard restriction applicable to securities issued through private placements in Canada.

Shareholder Approval Required for CSCI Debenture Conversion Rights

Pursuant to Toronto Stock Exchange rules, the conversion rights and certain related terms of the debentures require approval from COSCIENS shareholders. The company has agreed to call a shareholder meeting within six months to seek these approvals. Additional details will be provided in a management information circular, which the company indicated will be made publicly available once completed. The disclosure suggests investors should monitor the timing and outcome of that meeting as a key milestone for the offering's full operationalisation.