UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)
(Amendment
No. )*
| COSCIENS
BIOPHARMA INC. |
| (Name
of Issuer) |
| |
| Common
stock, no par value |
| (Title
of Class of Securities) |
| |
| 22112H101 |
| (CUSIP
Number) |
Peter
Puccetti
Goodwood
Inc.
132
Trafalgar Road
Oakville,
Ontario L6J 3G5
(416)
203-2022
Alfred
G. Smith, Esq.
Shutts
& Bowen LLP
200
S. Biscayne Blvd., Suite 4100
Miami,
Florida 33131
(305)
358-6300
| (Name,
Address and Telephone Number of Person |
| Authorized
to Receive Notices and Communications) |
| |
August
29, 2024 |
| (Date
of Event which Requires Filing of this Schedule) |
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☒
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
| CUSIP
No. 22112H101 |
|
Schedule
13D |
|
Page
2 of 9 |
1.
Names of Reporting Persons.
Goodwood
Fund
|
2.
Check the Appropriate Box if a Member of a Group
(a)
☒
(b)
☐
|
3.
SEC Use Only
|
4.
Source of Funds
WC
|
5.
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐
|
6.
Citizenship or Place of Organization
Province
of Ontario, Canada
|
Number
of Shares Beneficially
Owned
by Each
Reporting
Person With: |
7.
Sole Voting Power
-0-
|
8.
Shared Voting Power
221,570
|
9.
Sole Dispositive Power
-0-
|
10.
Shared Dispositive Power
221,570
|
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
221,570
|
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
13.
Percent of Class Represented by Amount in Row (11)
7.2%
|
14.
Type of Reporting Person
CO |
| CUSIP
No. 22112H101 |
|
Schedule
13D |
|
Page
3 of 9 |
1.
Names of Reporting Persons.
Goodwood
Inc.
|
2.
Check the Appropriate Box if a Member of a Group
(a)
☒
(b)
☐
|
3.
SEC Use Only
|
4.
Source of Funds
AF
|
5.
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐
|
6.
Citizenship or Place of Organization
Province
of Ontario, Canada
|
Number
of Shares Beneficially
Owned
by Each
Reporting Person with:
|
7.
Sole Voting Power
-0-
|
8.
Shared Voting Power
221,570
|
9.
Sole Dispositive Power
-0-
|
10.
Shared Dispositive Power
221,570
|
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
221,570
|
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
13.
Percent of Class Represented by Amount in Row (11)
7.2%
|
14.
Type of Reporting Person
OO |
| CUSIP
No. 22112H101 |
|
Schedule
13D |
|
Page
4 of 9 |
1.
Names of Reporting Persons.
Peter
Puccetti |
2.
Check the Appropriate Box if a Member of a Group
(a)
☒
(b)
☐
|
3.
SEC Use Only
|
|
5.
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐
|
6.
Citizenship or Place of Organization
Canada
|
Number
of Shares Beneficially
Owned
by Each
Reporting
Person With: |
7.
Sole Voting Power
-0-
|
8.
Shared Voting Power
221,570
|
9.
Sole Dispositive Power
-0-
|
10.
Shared Dispositive Power
221,570
|
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
221,570
|
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
13.
Percent of Class Represented by Amount in Row (11)
7.2%
|
14.
Type of Reporting Person
IN |
| CUSIP
No. 22112H101 |
|
Schedule
13D |
|
Page
5 of 9 |
The
following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
Item
1. SECURITY AND ISSUER
This
statement relates to the common stock, no par value (the “Common Stock”), of Cosciens BioPharma Inc., a corporation organized
under the laws of Canada (the “Issuer”). The address of the principal executive offices of the Issuer is c/o Norton Rose
Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, Toronto ON M5K 1E7.
Item
2. IDENTITY AND BACKGROUND.
(a)
This Schedule 13D is filed by following persons (the “Reporting Persons”):
(i)
Goodwood Fund, a mutual fund trust established under the laws of the Province of Ontario, with respect
to the shares of the Common Stock (the “Shares”) directly owned by the Goodwood Fund;
(ii)
Goodwood Inc., an Ontario corporation, as the investment manager of Goodwood Fund, with respect to the
Shares directly owned by the Goodwood Fund; and
(iii)
Peter Puccetti, as the Chairman, Chief Investment Officer and control person of Goodwood Inc.
Each
of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting
Persons are hereby filing a joint Schedule 13D.
(b)
The principal business address of each of the Reporting Persons is 132 Trafalgar Road, Oakville, Ontario L6J 3G5.
(c)
The principal business of Goodwood Fund is maximizing the total return of its investments through the purchase and sale of exchange listed
and/or over-the-counter quoted securities. The majority of the Goodwood Fund’s activities involve the purchase and sale of common
stock, primarily of North American issuers. The principal business of Goodwood Inc. is serving as the investment manager of the Goodwood
Fund and other investment funds and managed accounts. The principal occupation of Mr. Puccetti is serving as the Chairman and Chief Investment
Officer of Goodwood Inc.
(d)
No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e)
No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)
Each of Goodwood Fund and Goodwood Inc. is organized under the laws of Ontario. Mr. Puccetti is a citizen of the Canada.
| CUSIP
No. 22112H101 |
|
Schedule
13D |
|
Page
6 of 9 |
Item
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The
Shares reported herein were purchased with working capital of Goodwood Fund (which may, at any given time, include margin loans made
by brokerage firms in the ordinary course of business) in open market purchases. An aggregate of approximately $1,505,500, including
brokerage commissions, was used to acquire the Shares reported herein.
Item
4. PURPOSE OF TRANSACTION.
The
Reporting Persons acquired the Shares to which this Schedule 13D relates for investment purposes in the ordinary course of business.
The Reporting Persons purchased the Shares because they believed that such Shares, when purchased, represented an attractive investment
opportunity.
The
Reporting Persons previously filed a Schedule 13G on June 6, 2024 (the “Schedule 13G”). The Reporting Persons are filing
this Schedule 13D to supersede the Schedule 13G to report a change in their intentions.
Due
to the recently reported results of the Issuer’s Phase 3 safety and efficacy study AEZS-130-P02, evaluating macimorelin for the
diagnosis of childhood onset growth hormone deficiency and the recent decrease in the market price of the Common Stock, the Reporting
Persons are re-evaluating their investment in the Issuer and may change or reconsider their position with respect to the Issuer, its
operations, its business strategies, its capital structure, its management, its
need to reduce costs and/or whether to pursue strategic alternatives. The Reporting Persons have engaged, and intend to continue to engage,
in communications with one or more officers, directors and/or representatives or agents of the Issuer and/or other persons, and may in
the future also engage in communications with one or more shareholders of the Issuer and other relevant parties, regarding actions that
might be taken with respect to the foregoing. As part of such communications, the Reporting Persons may advocate one or more courses
of action.
Depending
on various factors including, without limitation, the Issuer’s financial position and strategic direction, the outcome of the discussions
referenced above, actions taken by the board of directors of the Issuer, the market value of the Common Stock, other investment opportunities
available to Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons
may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation,
purchasing additional shares of Common Stock or selling some or all of their shares of Common Stock, engaging in short selling of, or
any hedging or similar transactions with respect to, the shares of Common Stock and/or otherwise changing their intention with respect
to any and all matters referred to in Item 4 of Schedule 13D.
There
can be no assurance that the Reporting Persons will pursue any of the matters set forth above. Moreover, there can be no assurance that
the Reporting Persons will or will not develop any alternative plans or proposals with respect to any of the foregoing matters or take
any particular action or actions with respect to some or all of their holdings in the Issuer, or as to the timing of any such matters
should they be so pursued by the Reporting Persons. The Reporting Persons reserve the right, at any time and in each Reporting Person’s
sole discretion, to take or refrain from taking any of the actions set forth above.
| CUSIP
No. 22112H101 |
|
Schedule
13D |
|
Page
7 of 9 |
Except
as described in this Item 4, as of the date of this statement the Reporting Persons have no present plan or proposal that relates to
or would result in any of the matters set forth in subsections (a) through (j) of Item 4 of Schedule 13D.
Item
5. INTEREST IN SECURITIES OF THE COMPANY.
(a)
See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Shares and percentages of the Shares beneficially
owned by each Reporting Person. The aggregate percentage of Shares reported to be beneficially owned by each Reporting Person is based
upon 3,061,560 Shares outstanding as of June 30, 2024, as reported in the Issuer’s Report on Form 6-K, 2024, filed with the Securities
and Exchange Commission on August 13, 2024.
(b)
See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Shares as to which each Reporting Person has the
sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)
The transactions in the Shares effected by the Reporting Persons during the past sixty (60) days are set forth on Schedule A and are
incorporated herein by reference.
(d)
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from,
or proceeds from the sale of, the Shares.
(e)
Not applicable.
Item
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
On
September 5, 2024, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing
on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable
law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Other
than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between
the Reporting Persons and any other person, with respect to the securities of the Issuer.
Item
7. MATERIAL TO BE FILED AS EXHIBITS.
| CUSIP
No. 22112H101 |
|
Schedule
13D |
|
Page
8 of 9 |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date:
September 6, 2024
GOODWOOD
FUND
| By: |
Goodwood Inc., its Manager |
|
| By: |
/s/
Peter Puccetti |
|
| Name: |
Peter
Puccetti |
|
| Title: |
Chairman
& Chief Investment Officer |
|
| By: |
/s/
Peter Puccetti |
|
| Name: |
Peter
Puccetti |
|
| Title: |
Chairman
& Chief Investment Officer |
|
| /s/ Peter Puccetti |
|
| Name: |
Peter
Puccetti |
|
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person,
evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or printed beneath his signature.
| CUSIP
No. 22112H101 |
|
Schedule
13D |
|
Page
9 of 9 |
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 by Goodwood Fund in the open market through brokers and the price per share excludes
commissions.
| Trade Date | |
Shares Purchased (Sold) | | |
Price Per Share ($) | |
| July 10, 2024 | |
| (1 | ) | |
| 7.25 | |
| July 10, 2024 | |
| (100 | ) | |
| 7.30 | |
| July 10, 2024 | |
| (80 | ) | |
| 7.26 | |
| July 10, 2024 | |
| (5 | ) | |
| 7.24 | |
| July 10, 2024 | |
| (1589 | ) | |
| 7.25 | |
| July 10, 2024 | |
| (300 | ) | |
| 7.30 | |
| July 10, 2024 | |
| (600 | ) | |
| 7.20 | |
| July 10, 2024 | |
| (68 | ) | |
| 7.33 | |
| July 10, 2024 | |
| (67 | ) | |
| 7.33 | |
| July 10, 2024 | |
| (67 | ) | |
| 7.33 | |
| July 10, 2024 | |
| (300 | ) | |
| 7.25 | |
| July 10, 2024 | |
| (1524 | ) | |
| 7.30 | |
| July 16, 2024 | |
| 46,470 | * | |
| - | |
| August 28, 2024 | |
| 121 | | |
$ | 3.60 | |
| August 28, 2024 | |
| 1000 | | |
$ | 3.60 | |
| ● |
Goodwood Fund acquired these Shares upon the cashless exercise of warrants at an exercise price
of $0.01 per Share. The exercise of the warrants did not affect the beneficial ownership of the Common Stock of the Reporting Persons. |
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 6th day of September, 2024.
GOODWOOD
FUND
| By: |
Goodwood Inc., its Manager |
|
| By: |
/s/
Peter Puccetti |
|
| Name: |
Peter
Puccetti |
|
| Title: |
Chairman
& Chief Investment Officer |
|
| By: |
/s/
Peter Puccetti |
|
| Name: |
Peter
Puccetti |
|
| Title: |
Chairman
& Chief Investment Officer |
|
| /s/
Peter Puccetti |
|
| Name: |
Peter
Puccetti |
|
COSCIENS Biopharma (NASDAQ:CSCI)
Historical Stock Chart
Von Aug 2024 bis Sep 2024
COSCIENS Biopharma (NASDAQ:CSCI)
Historical Stock Chart
Von Sep 2023 bis Sep 2024
