Centessa Pharmaceuticals Announces Pricing of $250,000,000 Public Offering of American Depositary Shares




Centessa Pharmaceuticals Announces Pricing of $250,000,000 Public Offering of American Depositary Shares

BOSTON and LONDON, Nov. 11, 2025 (GLOBE NEWSWIRE) — Centessa Pharmaceuticals plc (Nasdaq: CNTA), a clinical-stage pharmaceutical company, today announced the pricing of an underwritten public offering of 11,627,907 American Depositary Shares (“ADSs”), each representing one ordinary share, at a price to the public of $21.50 per ADS. The aggregate gross proceeds to Centessa from this offering are expected to be approximately $250 million, before deducting underwriting discounts and commissions and offering expenses payable by Centessa. All ADSs sold in the offering were offered by Centessa. The offering is expected to close on or about November 14, 2025, subject to customary closing conditions. Centessa has also granted the underwriters a 30-day option to purchase up to an additional 1,744,186 ADSs at the public offering price, less underwriting discounts and commissions.

Jefferies, Leerink Partners, Evercore ISI and Guggenheim Securities are acting as joint book-running managers for the offering. Oppenheimer & Co., Truist Securities and LifeSci Capital are acting as co-lead managers.

The ADSs are being offered pursuant to a registration statement on Form S-3 that was filed with the Securities and Exchange Commission (“SEC”) on September 11, 2024 and became automatically effective upon filing. A preliminary prospectus supplement and accompanying prospectus relating to the offering will be filed, and a final prospectus supplement and accompanying prospectus related to the offering will be filed, with the SEC and are available on the SEC’s website located at http://www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering, when available, may be obtained from: Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, or by telephone at (877) 821-7388, or by e-mail at Prospectus_Department@Jefferies.com; or Leerink Partners LLC, Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, telephone: (800) 808-7525 ext. 6105, email: syndicate@leerink.com; or Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 35th Floor, New York, NY 10055, telephone: (888) 474-0200, email: ecm.prospectus@evercore.com; or Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, telephone: at (212) 518-9544, or by emailing GSEquityProspectusDelivery@guggenheimpartners.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Centessa Pharmaceuticals
Centessa Pharmaceuticals plc is a clinical-stage pharmaceutical company with a mission to discover, develop and ultimately deliver medicines that are transformational for patients. We are pioneering a new class of potential therapies within our orexin receptor 2 (OX2R) agonist program for the treatment of excessive daytime sleepiness (EDS), impaired attention, cognitive deficits, fatigue and other symptoms across neurological, neurodegenerative and neuropsychiatric disorders.

Forward Looking Statements
This press release contains forward-looking statements. Any such statements in this press release that are not statements of historical fact may be deemed to be forward-looking statements, including those relating to Centessa’s expectations with respect to the completion and timing of the public offering. Any forward-looking statements in this press release are based on our current expectations, estimates and projections only as of the date of this release and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties related to completion of the proposed public offering and the satisfaction of customary closing conditions related to the public offering. Risks concerning our programs and operations are described in additional detail in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and our other reports, which are on file with the U.S. Securities and Exchange Commission. We explicitly disclaim any obligation to update any forward-looking statements except to the extent required by law.

Contact:
Kristen K. Sheppard, Esq.
SVP of Investor Relations
investors@centessa.com

Cogent Biosciences Announces Pricing of Concurrent Public Offerings of Common Stock and 1.625% Convertible Senior Notes Due 2031




Cogent Biosciences Announces Pricing of Concurrent Public Offerings of Common Stock and 1.625% Convertible Senior Notes Due 2031

WALTHAM, Mass. and BOULDER, Colo., Nov. 11, 2025 (GLOBE NEWSWIRE) — Cogent Biosciences, Inc. (“Cogent”) (Nasdaq: COGT), a biotechnology company focused on developing precision therapies for genetically defined diseases, today announced the pricing of its previously announced underwritten public offering of 9,677,420 shares of its common stock at a public offering price of $31.00 per share (such offering, the “Equity Offering”) and its underwritten public offering of $200.0 million aggregate principal amount of its 1.625% convertible senior notes due 2031 (the “Convertible Notes” and such offering, the “Convertible Notes Offering”). The Equity Offering was upsized from the previously announced offering size of $200.0 million of shares of common stock.

Cogent estimates that the net proceeds from the Equity Offering and the Convertible Notes Offering will be approximately $475.3 million, after deducting underwriting discounts and commissions and Cogent’s estimated offering expenses. In addition, Cogent has granted the underwriters of the Equity Offering a 30-day option to purchase up to an additional 1,451,613 shares of its common stock, on the same terms and conditions, and granted the underwriters of the Convertible Notes Offering a 30-day option to purchase up to an additional $30.0 million aggregate principal amount of Convertible Notes, solely to cover over-allotments in the Convertible Notes Offering, on the same terms and conditions.

The Equity Offering is expected to close on November 13, 2025, while the Convertible Notes Offering is expected to close on November 18, 2025, in each case, subject to satisfaction of customary closing conditions. The closing of neither the Equity Offering nor the Convertible Notes Offering is conditioned upon the closing of the other offering.

The Convertible Notes will be general, unsecured, senior obligations of Cogent. The Convertible Notes will accrue interest payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2026, at a rate equal to 1.625% per year. The Convertible Notes will mature on November 15, 2031, unless earlier converted, redeemed or repurchased by Cogent.

Before August 15, 2031, noteholders may convert their Convertible Notes at their option only in certain circumstances. At any time from, and including, August 15, 2031 until the close of business on the scheduled trading day immediately before the maturity date, the Convertible Notes will be convertible at the option of the holders. Cogent will settle conversions by paying or delivering, as applicable, cash, shares of its shares of its common stock, or a combination of cash and shares of its common stock, at Cogent’s election. The initial conversion rate is 22.2469 shares of its common stock, per $1,000 principal amount of the Convertible Notes, which is equivalent to an initial conversion price of approximately $44.95 per share of common stock and represents a conversion premium of approximately 45.0% above the public offering price per share of common stock in the Equity Offering. If a “make-whole fundamental change” (as defined in the indenture that will govern the Convertible Notes) occurs, then Cogent will in certain circumstances increase the conversion rate for a specified period of time.

The Convertible Notes will be redeemable, in whole or in part (subject to certain limitations), at Cogent’s option at any time, and from time to time, on a redemption date on or after November 20, 2029 and on or before the 26th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the common stock exceeds 130% of the conversion price for the Convertible Notes on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date Cogent sends the related redemption notice; and (2) the trading day immediately before the date Cogent sends such notice.

If a “fundamental change” (as defined in the indenture that will govern the Convertible Notes) occurs, then, subject to certain exceptions, noteholders may require Cogent to repurchase their Convertible Notes at a cash repurchase price equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

Cogent intends to use the net proceeds from the Equity Offering and the Convertible Notes Offering to repay $50 million of loans outstanding under its existing term loan facility, plus accrued interest and associated fees, and the remainder for development and regulatory activities relating to bezuclastinib and other product candidates, the anticipated commercial launch and commercialization of bezuclastinib, as well as for working capital and general corporate purposes.

J.P. Morgan, Jefferies, Leerink Partners and Guggenheim Securities are acting as joint-book running managers for the Equity Offering. LifeSci Capital is acting as lead manager and Raymond James is acting as co-manager for the Equity Offering.

Jefferies and J.P. Morgan are acting as joint book-running managers for the Convertible Notes Offering.

The securities described above are being offered pursuant to an automatic shelf registration statement on Form S-3ASR (File No. 333-291384), which was filed with the Securities and Exchange Commission (“SEC”) on November 7, 2025 and automatically became effective upon filing.

Preliminary prospectus supplements and the accompanying base prospectuses relating to and describing the terms of each offering were filed with the SEC on November 10, 2025 and are expected to be available on the SEC’s website on November 12, 2025. Final prospectus supplements and the accompanying base prospectuses relating to and describing the terms of each offering will be filed with the SEC. The securities described above have not been qualified under any state blue sky laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. The offerings can be made only by means of prospectus supplements and accompanying base prospectuses, copies of which may each be obtained at the SEC’s website at www.sec.gov, or by request to Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388, or by email at Prospectus_Department@Jefferies.com; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at prospectus-eq_fi@jpmorgan.com and postsalemanualrequests@broadridge.com; Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, by telephone at (800) 808-7525, ext. 6105, or by email at syndicate@leerink.com; or Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Ave., New York, NY 10017, or by telephone at (212) 518-9544, or by email at GSEquityProspectusDelivery@guggenheimpartners.com.

About Cogent Biosciences, Inc.

Cogent Biosciences is a biotechnology company focused on developing precision therapies for genetically defined diseases. The most advanced clinical program, bezuclastinib, is a selective tyrosine kinase inhibitor that is designed to potently inhibit the KIT D816V mutation as well as other mutations in KIT exon 17. KIT D816V is responsible for driving systemic mastocytosis, a serious disease caused by unchecked proliferation of mast cells. Exon 17 mutations are also found in patients with advanced gastrointestinal stromal tumors, a type of cancer with strong dependence on oncogenic KIT signaling. Cogent also has an ongoing Phase 1 study of its novel internally discovered FGFR2 inhibitor. In addition to bezuclastinib, the Cogent Research Team is developing a portfolio of novel targeted therapies to help patients fighting serious, genetically driven diseases initially targeting mutations in FGFR2/3, ErbB2, PI3Kα, KRAS and JAK2. Cogent Biosciences is based in Waltham, MA and Boulder, CO.

Forward-looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, contained in this press release, including statements regarding the timing and completion of the offerings, the satisfaction of customary closing conditions with respect to the offerings, and the anticipated use of proceeds therefrom, are forward-looking statements. The use of words such as, but not limited to, “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” and similar words or expressions are intended to identify forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, our clinical results, the rate of enrollment in our clinical trials and other future conditions. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. No representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements. We may not actually achieve the forecasts or milestones disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Such forward-looking statements are subject to a number of material risks and uncertainties including but not limited to: our capital position and the sufficiency of our capital to fund our operations in future periods; our use of the net proceeds of the offerings; risks and uncertainties related to market conditions and the satisfaction of customary closing conditions related to the offerings; the impact of general economic, health, industrial or political conditions in the United States or internationally; and other risks and uncertainties identified in our filings with the SEC, including our Registration Statement on Form S-3ASR, which was filed with the SEC on November 7, 2025 and automatically became effective upon filing, as may be amended from time to time, together with the accompanying base prospectus contained therein and the documents incorporated by reference therein, including our most recent Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q for the quarters ended June 30, 2025 and September 30, 2025, and our subsequent periodic reports filed with the SEC, and the preliminary prospectus supplements related to the offerings. Any forward-looking statement speaks only as of the date on which it was made. Neither we, nor our affiliates, advisors or representatives, undertake any obligation to publicly update or revise any forward-looking statement, whether as result of new information, future events or otherwise, except as required by law. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date hereof.

Contact:

Christi Waarich
Senior Director, Investor Relations
Christi.waarich@cogentbio.com
617-830-1653

BPGbio Appoints John Dvor as Executive Vice President, Corporate Development




BPGbio Appoints John Dvor as Executive Vice President, Corporate Development

Veteran life sciences executive and dealmaker to drive strategic partnerships, capital formation, and corporate growth initiatives

BOSTON, Nov. 11, 2025 (GLOBE NEWSWIRE) — BPGbio, Inc., a biology-first, AI-powered, clinical-stage biopharma focused on mitochondrial biology and protein homeostasis, today announced the appointment of John Dvor as Executive Vice President, Corporate Development. Dvor will lead the company’s corporate growth strategy—encompassing commercialization, capital formation, M&A and joint ventures to advance the company’s differentiated therapeutic pipeline and AI platform assets.

Dvor brings more than two decades of experience across venture capital, biotechnology, and global finance. He previously served as Managing Director at Miraki Innovation, a $175 million life sciences venture fund spun out of Massachusetts General Hospital, where he launched and scaled multiple high-impact health technology ventures. He also co-founded Tufts Health Ventures, a $250 million corporate VC fund at Tufts Health Plan, led by Jim Roosevelt III, and currently serves as Venture Partner at C10 Labs, an AI-first venture fund spun out of MIT. His track record includes landmark transactions such as Iora Health (acquired for $2.1 billion), SSI Innovations (IPO, $1.3 billion), and BOA Biomedical, out-licensed from the Wyss Institute at Harvard University.

Dvor joins BPGbio at a pivotal inflection point as the company nears commercialization of its clinically advanced programs and AI-validated assets. BPGbio’s NAi® Interrogative Biology® platform, built on one of the world’s largest clinically annotated biobanks and powered by causal AI running on the Frontier supercomputer, has discovered more than 250 novel drug targets across 15 AI-driven disease models, with approximately 50 of those targets experimentally validated across oncology, neurology, and rare disease.

The company recently completed enrollment in its Phase 2b glioblastoma (GBM) trial and is advancing plans for a registrational study in Primary CoQ10 Deficiency (PCQD), a rare pediatric mitochondrial disorder. Combined with a growing preclinical portfolio in E2-based targeted protein degradation and partnerships with leading institutions including Oxford University, Stanford University, the U.S. Department of Defense and Uniformed Services University of the Health Sciences, amongst 60 others, BPGbio stands as one of the most asset-rich biopharma uniquely positioned to unlock significant value through near-term partnerships and market expansion.

“John’s appointment comes at a most pivotal time as BPGbio advances a mature portfolio that is scientifically differentiated, clinically validated, and commercially poised,” said Niven R. Narain, Ph.D., President and CEO of BPGbio. “His track record in building, financing, and creating successful exits for innovative health companies will be instrumental as we unlock the full potential of our NAi platform and clinical assets through partnerships, licensing, and global growth initiatives.”

“BPGbio’s biology-first approach to AI drug development, combined with its late-stage clinical programs and causal discovery engine, makes it one of the most compelling opportunities in the sector,” said John Dvor. “The pharmaceutical industry invests on average $6 billion per new drug, which is not sustainable. Patients need better access to life-saving therapeutics, and investors need better ROI. With target validation rate at 77% which is far higher than industry standard, BPGbio’s model directly addresses both challenges—improving efficiency, reducing risk, and delivering biologically validated targets ready for translation.”

“The company is asset-rich, platform-strong, and strategically positioned for global value creation,” Dvor added. “I’m excited to help chart its next phase of expansion and commercialization.”

Dvor previously held senior executive roles at miR Scientific, Pluri Biotech, and ReMed Life Sciences, and advised several global family offices including the Aga Khan Foundation, Millhouse Capital, and Helge Capital. A U.S. Marine Corps veteran, he served in the White House Military Office during the Clinton and Bush Administrations and earned Presidential Service Badge #17996. He holds an A.B. from Harvard University.

Media contact: Media@BPGbio.com

About BPGbio

BPGbio is a leading biology-first AI-powered clinical stage biopharma focused on mitochondrial biology and protein homeostasis. The company has a deep pipeline of AI-developed therapeutics spanning oncology, rare disease and neurology, including several in late-stage clinical trials. BPGbio’s novel approach is underpinned by NAi, its proprietary Interrogative Biology Platform, protected by over 500 US and international patents; one of the world’s largest clinically annotated non-governmental biobanks with longitudinal samples; and exclusive access to the most powerful supercomputer in the world. With these tools, BPGbio is redefining how patient biology can be modeled using bespoke Bayesian AI specifically designed for solving large-scale biology challenges. Headquartered in greater Boston, the company is at the forefront of a new era in medicine, combining biology, multi-modal data, and AI to transform the way we understand, diagnose, and treat disease. For more information, visit www.bpgbio.com.

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/1a1dd6f8-d0b9-4041-a662-98ec0d8d5a61

BPGbio Appoints John Dvor as Executive Vice President, Corporate Development




BPGbio Appoints John Dvor as Executive Vice President, Corporate Development

Veteran life sciences executive and dealmaker to drive strategic partnerships, capital formation, and corporate growth initiatives

BOSTON, Nov. 11, 2025 (GLOBE NEWSWIRE) — BPGbio, Inc., a biology-first, AI-powered, clinical-stage biopharma focused on mitochondrial biology and protein homeostasis, today announced the appointment of John Dvor as Executive Vice President, Corporate Development. Dvor will lead the company’s corporate growth strategy—encompassing commercialization, capital formation, M&A and joint ventures to advance the company’s differentiated therapeutic pipeline and AI platform assets.

Dvor brings more than two decades of experience across venture capital, biotechnology, and global finance. He previously served as Managing Director at Miraki Innovation, a $175 million life sciences venture fund spun out of Massachusetts General Hospital, where he launched and scaled multiple high-impact health technology ventures. He also co-founded Tufts Health Ventures, a $250 million corporate VC fund at Tufts Health Plan, led by Jim Roosevelt III, and currently serves as Venture Partner at C10 Labs, an AI-first venture fund spun out of MIT. His track record includes landmark transactions such as Iora Health (acquired for $2.1 billion), SSI Innovations (IPO, $1.3 billion), and BOA Biomedical, out-licensed from the Wyss Institute at Harvard University.

Dvor joins BPGbio at a pivotal inflection point as the company nears commercialization of its clinically advanced programs and AI-validated assets. BPGbio’s NAi® Interrogative Biology® platform, built on one of the world’s largest clinically annotated biobanks and powered by causal AI running on the Frontier supercomputer, has discovered more than 250 novel drug targets across 15 AI-driven disease models, with approximately 50 of those targets experimentally validated across oncology, neurology, and rare disease.

The company recently completed enrollment in its Phase 2b glioblastoma (GBM) trial and is advancing plans for a registrational study in Primary CoQ10 Deficiency (PCQD), a rare pediatric mitochondrial disorder. Combined with a growing preclinical portfolio in E2-based targeted protein degradation and partnerships with leading institutions including Oxford University, Stanford University, the U.S. Department of Defense and Uniformed Services University of the Health Sciences, amongst 60 others, BPGbio stands as one of the most asset-rich biopharma uniquely positioned to unlock significant value through near-term partnerships and market expansion.

“John’s appointment comes at a most pivotal time as BPGbio advances a mature portfolio that is scientifically differentiated, clinically validated, and commercially poised,” said Niven R. Narain, Ph.D., President and CEO of BPGbio. “His track record in building, financing, and creating successful exits for innovative health companies will be instrumental as we unlock the full potential of our NAi platform and clinical assets through partnerships, licensing, and global growth initiatives.”

“BPGbio’s biology-first approach to AI drug development, combined with its late-stage clinical programs and causal discovery engine, makes it one of the most compelling opportunities in the sector,” said John Dvor. “The pharmaceutical industry invests on average $6 billion per new drug, which is not sustainable. Patients need better access to life-saving therapeutics, and investors need better ROI. With target validation rate at 77% which is far higher than industry standard, BPGbio’s model directly addresses both challenges—improving efficiency, reducing risk, and delivering biologically validated targets ready for translation.”

“The company is asset-rich, platform-strong, and strategically positioned for global value creation,” Dvor added. “I’m excited to help chart its next phase of expansion and commercialization.”

Dvor previously held senior executive roles at miR Scientific, Pluri Biotech, and ReMed Life Sciences, and advised several global family offices including the Aga Khan Foundation, Millhouse Capital, and Helge Capital. A U.S. Marine Corps veteran, he served in the White House Military Office during the Clinton and Bush Administrations and earned Presidential Service Badge #17996. He holds an A.B. from Harvard University.

Media contact: Media@BPGbio.com

About BPGbio

BPGbio is a leading biology-first AI-powered clinical stage biopharma focused on mitochondrial biology and protein homeostasis. The company has a deep pipeline of AI-developed therapeutics spanning oncology, rare disease and neurology, including several in late-stage clinical trials. BPGbio’s novel approach is underpinned by NAi, its proprietary Interrogative Biology Platform, protected by over 500 US and international patents; one of the world’s largest clinically annotated non-governmental biobanks with longitudinal samples; and exclusive access to the most powerful supercomputer in the world. With these tools, BPGbio is redefining how patient biology can be modeled using bespoke Bayesian AI specifically designed for solving large-scale biology challenges. Headquartered in greater Boston, the company is at the forefront of a new era in medicine, combining biology, multi-modal data, and AI to transform the way we understand, diagnose, and treat disease. For more information, visit www.bpgbio.com.

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/1a1dd6f8-d0b9-4041-a662-98ec0d8d5a61

Eledon Pharmaceuticals Announces Proposed Underwritten Public Offering of Common Stock and Pre-Funded Warrants




Eledon Pharmaceuticals Announces Proposed Underwritten Public Offering of Common Stock and Pre-Funded Warrants

IRVINE, Calif., Nov. 11, 2025 (GLOBE NEWSWIRE) — Eledon Pharmaceuticals, Inc. (“Eledon”) (NASDAQ: ELDN), today announced that it has commenced an underwritten public offering of shares of its common stock and, in lieu of common stock to certain investors, pre-funded warrants to purchase shares of its common stock. All of the shares and pre-funded warrants in the proposed offering will be offered by Eledon. In addition, Eledon intends to grant the underwriters a 30-day option to purchase up to a number of additional shares of common stock equal to 15% of the total number of shares of common stock (and shares of common stock underlying pre-funded warrants) sold in the public offering, on the same terms and conditions. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Leerink Partners and Cantor are acting as joint book-running managers for the offering.

Eledon currently intends to use the net proceeds from the proposed offering to support the continued clinical development of its product candidates and advance its pipeline programs as well as for general corporate purposes.

The offering is being made pursuant to a registration statement on Form S-3 (File No. 333-282260), previously filed with the Securities and Exchange Commission (the “SEC”) on September 20, 2024 and declared effective on October 2, 2024. The offering is being made only by means of a prospectus and prospectus supplement that form a part of the registration statement. A preliminary prospectus supplement relating to the offering will be filed with the SEC and available on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus, once available, may also be obtained by contacting Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, Massachusetts 02109, by telephone at (800) 808-7525, ext. 6105, or by email at syndicate@leerink.com, or Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59^th Street, 6th Floor, New York, NY 10022, or by email at prospectus@cantor.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About Eledon Pharmaceuticals and tegoprubart

Eledon Pharmaceuticals, Inc. is a clinical stage biotechnology company that is developing immune-modulating therapies for the management and treatment of life-threatening conditions. Eledon’s lead investigational product is tegoprubart, an anti-CD40L antibody with high affinity for the CD40 Ligand, a well-validated biological target that has broad therapeutic potential. The central role of CD40L signaling in both adaptive and innate immune cell activation and function positions it as an attractive target for non-lymphocyte depleting, immunomodulatory therapeutic intervention. Eledon is building upon a deep historical knowledge of anti-CD40 Ligand biology to conduct preclinical and clinical studies in kidney allograft transplantation, xenotransplantation, and amyotrophic lateral sclerosis (ALS). Eledon is headquartered in Irvine, California.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties, including statements regarding Eledon’s expectations on the timing and completion of the offering and the anticipated use of proceeds therefrom. No assurance can be given that the offering will be completed on the terms described. Forward-looking statements are inherently uncertain and are subject to numerous risks and uncertainties, including market conditions, failure of customary closing conditions and the risk factors and other matters set forth in the preliminary prospectus supplement and final prospectus supplement that will be filed with the SEC and the other risks and uncertainties that could cause Eledon’s actual results to differ materially from the forward-looking statements contained herein are discussed in the company’s quarterly 10-Qs, annual 10-K, and other filings with the SEC, which can be found at www.sec.gov. Any forward-looking statements contained in this press release speak only as of the date hereof and not of any future date, and the company expressly disclaims any intent to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Contact:

Stephen Jasper
Gilmartin Group
(858) 525 2047
stephen@gilmartinir.com

Media Contact:

Jenna Urban
CG Life
(212) 253 8881
jurban@cglife.com

Source: Eledon Pharmaceuticals

Eledon Pharmaceuticals Announces Proposed Underwritten Public Offering of Common Stock and Pre-Funded Warrants




Eledon Pharmaceuticals Announces Proposed Underwritten Public Offering of Common Stock and Pre-Funded Warrants

IRVINE, Calif., Nov. 11, 2025 (GLOBE NEWSWIRE) — Eledon Pharmaceuticals, Inc. (“Eledon”) (NASDAQ: ELDN), today announced that it has commenced an underwritten public offering of shares of its common stock and, in lieu of common stock to certain investors, pre-funded warrants to purchase shares of its common stock. All of the shares and pre-funded warrants in the proposed offering will be offered by Eledon. In addition, Eledon intends to grant the underwriters a 30-day option to purchase up to a number of additional shares of common stock equal to 15% of the total number of shares of common stock (and shares of common stock underlying pre-funded warrants) sold in the public offering, on the same terms and conditions. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Leerink Partners and Cantor are acting as joint book-running managers for the offering.

Eledon currently intends to use the net proceeds from the proposed offering to support the continued clinical development of its product candidates and advance its pipeline programs as well as for general corporate purposes.

The offering is being made pursuant to a registration statement on Form S-3 (File No. 333-282260), previously filed with the Securities and Exchange Commission (the “SEC”) on September 20, 2024 and declared effective on October 2, 2024. The offering is being made only by means of a prospectus and prospectus supplement that form a part of the registration statement. A preliminary prospectus supplement relating to the offering will be filed with the SEC and available on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus, once available, may also be obtained by contacting Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, Massachusetts 02109, by telephone at (800) 808-7525, ext. 6105, or by email at syndicate@leerink.com, or Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59^th Street, 6th Floor, New York, NY 10022, or by email at prospectus@cantor.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About Eledon Pharmaceuticals and tegoprubart

Eledon Pharmaceuticals, Inc. is a clinical stage biotechnology company that is developing immune-modulating therapies for the management and treatment of life-threatening conditions. Eledon’s lead investigational product is tegoprubart, an anti-CD40L antibody with high affinity for the CD40 Ligand, a well-validated biological target that has broad therapeutic potential. The central role of CD40L signaling in both adaptive and innate immune cell activation and function positions it as an attractive target for non-lymphocyte depleting, immunomodulatory therapeutic intervention. Eledon is building upon a deep historical knowledge of anti-CD40 Ligand biology to conduct preclinical and clinical studies in kidney allograft transplantation, xenotransplantation, and amyotrophic lateral sclerosis (ALS). Eledon is headquartered in Irvine, California.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties, including statements regarding Eledon’s expectations on the timing and completion of the offering and the anticipated use of proceeds therefrom. No assurance can be given that the offering will be completed on the terms described. Forward-looking statements are inherently uncertain and are subject to numerous risks and uncertainties, including market conditions, failure of customary closing conditions and the risk factors and other matters set forth in the preliminary prospectus supplement and final prospectus supplement that will be filed with the SEC and the other risks and uncertainties that could cause Eledon’s actual results to differ materially from the forward-looking statements contained herein are discussed in the company’s quarterly 10-Qs, annual 10-K, and other filings with the SEC, which can be found at www.sec.gov. Any forward-looking statements contained in this press release speak only as of the date hereof and not of any future date, and the company expressly disclaims any intent to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Contact:

Stephen Jasper
Gilmartin Group
(858) 525 2047
stephen@gilmartinir.com

Media Contact:

Jenna Urban
CG Life
(212) 253 8881
jurban@cglife.com

Source: Eledon Pharmaceuticals

Extendicare Announces 2025 Third Quarter Results




Extendicare Announces 2025 Third Quarter Results

MARKHAM, Ontario, Nov. 11, 2025 (GLOBE NEWSWIRE) — Extendicare Inc. (“Extendicare” or the “Company”) (TSX: EXE) today reported results for the three and nine months ended September 30, 2025.

Third Quarter 2025 Highlights

• Completed the acquisition of Closing the Gap for approximately $75.1 million in cash, subject to customary working capital and other adjustments.
• Adjusted EBITDA⁽¹⁾, excluding out-of-period items, increased by $12.6 million or 36.6% to $46.9 million, driven by continued growth in the home health care segment, improvements in long-term care (“LTC”) and a full quarter of contributions from the acquisition of nine Class C LTC homes and Closing the Gap.
• Home health care average daily volume (“ADV”) increased by 7,428 or 24.6% to 37,609 from Q3 2024, including ADV of 3,500 from Closing the Gap.
• Third-party and joint venture beds serviced by SGP reached 152,100 beds, an increase of 6.0% from Q3 2024, driven by continued organic growth.

“This quarter marks our strongest performance in recent years, reflecting margin improvements across all segments, augmented by a full quarter impact of our recent acquisitions,” said Dr. Michael Guerriere, President and Chief Executive Officer. “Home health care volumes grew almost 25% from the prior year, reflecting 13% organic growth and the addition of Closing the Gap. The aging demographic is driving demand in a fragmented seniors care market, providing opportunity for further accretive acquisitions that demonstrate the value creation potential of our strategy.”

Completed the Acquisition of Closing the Gap

On July 1, 2025, the Company completed the acquisition of all of the issued and outstanding shares of Closing the Gap and certain affiliates (collectively “Closing the Gap”) (the “CTG Transaction”). CTG brings a team of 1,200 caregivers who delivered 1.1 million service hours in 2024 and have deep capabilities in nursing, allied health and paediatric services, broadening our home health services.

The purchase price of $75.1 million in cash, subject to customary working capital and other adjustments, was funded from cash on hand and a draw of $55.0 million on the senior secured credit facility. The CTG Transaction includes an earnout that rewards new business revenue generation in the twelve months after closing. The Company anticipates that the additional purchase price from the earnout would be in the range of $1.5 million to $2.0 million, payable on the first anniversary of closing, based on estimated new business revenue of $3.0 to $4.0 million. Additionally, the Company expects to generate approximately $1.1 million in annualized cost synergies in the first year as the operations are integrated.

Q3 2025 Financial Highlights (all comparisons with Q3 2024)

• Revenue increased $81.2 million to $440.3 million; excluding the impact of out-of-period LTC funding in both periods, revenue increased by $79.1 million or 22.1% to $436.4 million from $357.3 million, driven primarily by the acquisition of nine Class C LTC homes (the “LTC Acquisition”), the CTG Transaction, LTC funding increases, home health care ADV growth and rate increases, partially offset by the closure of two Class C LTC homes that were vacated following the opening of newly developed LTC homes in Axium JV.
• NOI⁽¹⁾ increased $15.8 million to $65.9 million; excluding the impact of out-of-period LTC funding, NOI improved by $13.7 million or 28.3% to $62.0 million from $48.3 million, reflecting revenue growth, partially offset by higher operating costs.
• Adjusted EBITDA⁽¹⁾ increased $14.7 million to $50.8 million; excluding the impact of out-of-period funding, Adjusted EBITDA increased by $12.6 million or 36.6% to $46.9 million (10.7% of revenue) in Q3 2025 from $34.3 million (9.6% of revenue) in Q3 2024, reflecting the increase in NOI, partially offset by higher administrative costs of $1.1 million, largely due to higher labour and technology costs.
• Other expense increased $0.9 million to $2.0 million, reflecting transaction-related legal and professional costs incurred in Q3 2025 compared to $1.1 million in strategic transformation costs incurred in Q3 2024.
• Net earnings increased $7.8 million or 48.0% to $24.1 million, largely driven by the increase in Adjusted EBITDA, partially offset by higher depreciation and amortization costs and net finance costs.
• AFFO⁽¹⁾ increased to $29.5 million ($0.349 per basic share) from $23.1 million ($0.274 per basic share); excluding the impact of out-of-period items, AFFO improved by $4.4 million or 20.1% to $26.2 million ($0.309 per basic share) from $21.8 million ($0.259 per basic share), largely reflecting the improvement in Adjusted EBITDA, partially offset by increased current income taxes and higher maintenance capex, in part due to the LTC Acquisition.

Nine Months Financial Highlights (all comparisons with Nine Months 2024)

• Revenue increased $123.7 million to $1,198.4 million; excluding the impact of out-of-period funding in both periods, revenue increased by $137.9 million or 13.2% to $1,185.1 million from $1,047.1 million, driven primarily by four months of the LTC Acquisition, three months of the CTG Transaction, LTC funding increases, home health care ADV growth and rate increases, partially offset by the closure of three Class C LTC homes that were vacated following the opening of new LTC homes in Axium JV.
• NOI⁽¹⁾ increased $23.4 million to $171.1 million; excluding the impact of out-of-period items, NOI improved by $28.4 million or 21.3% to $162.2 million from $133.8 million, reflecting revenue growth, partially offset by higher operating costs.
• Adjusted EBITDA⁽¹⁾ increased $21.3 million to $126.2 million; excluding the impact of out-of-period funding, Adjusted EBITDA increased by $26.3 million or 28.9% to $117.3 million (9.9% of revenue) from $91.0 million (8.7% of revenue), reflecting the increase in NOI, partially offset by higher administrative costs of $2.1 million, largely due to higher labour and technology costs.
• Other income increased $4.0 million to $6.7 million, reflecting a $5.0 million increase in gains from asset sales and a $1.6 million reduction in strategic transformation costs, partially offset by $2.6 million in transaction-related legal and professional costs.
• Net earnings increased $15.8 million or 28.6% to $71.1 million, largely driven by the increase in Adjusted EBITDA and contribution from other income of $4.0 million ($2.5 million net of tax), partially offset by a $0.9 million reduction in the share of profit from joint ventures and higher depreciation and amortization costs.
• Share of profit from joint ventures declined $0.9 million to $0.9 million; excluding a reduction in out-of-period items of approximately $0.4 million, the decline of $0.6 million related to increased depreciation and amortization costs and higher net finance costs associated with the opening of three new homes in the joint ventures and elevated operating costs associated with the opening of the new homes.
• AFFO⁽¹⁾ increased to $74.1 million ($0.877 per basic share) from $63.8 million ($0.758 per basic share); excluding the impact of out-of-period items, AFFO increased by $14.4 million or 27.2% to $67.3 million ($0.796 per basic share) from $52.9 million ($0.628 per basic share), largely reflecting the improvement in Adjusted EBITDA and lower maintenance capex, partially offset by increased current income taxes and an unfavourable change in the adjustment for non-cash share-based compensation.

Business Updates

The following is a summary of Extendicare’s revenue, NOI⁽¹⁾ and NOI margins⁽¹⁾ by business segment for the three and nine months ended September 30, 2025 and 2024.

Long-term Care

LTC average occupancy increased by 10 bps to 98.5% in Q3 2025 from 98.4% in Q3 2024.

Revenue increased by $36.1 million or 17.9% to $237.9 million in Q3 2025. Excluding out-of-period funding recognized of $3.9 million in Q3 2025 and $1.8 million in Q3 2024, revenue increased by $34.0 million, largely driven by approximately $32.9 million from the LTC Acquisition, funding increases, timing of spend and improved preferred occupancy, partially offset by a revenue reduction of approximately $8.0 million due to the closure of two Class C LTC homes replaced by newly opened LTC homes in Axium JV.

NOI and NOI margin were $31.6 million and 13.3% respectively in Q3 2025, compared to $24.6 million and 12.2% in Q3 2024. Excluding the increase in out-of-period funding of $2.1 million, NOI improved by $4.8 million or 21.2% to $27.7 million (11.8% of revenue) from $22.8 million (11.4% of revenue) in Q3 2024. This increase reflects approximately $3.2 million from the LTC Acquisition, funding enhancements, timing of spend, and improved preferred occupancy, partially offset by higher operating costs, and an NOI reduction of approximately $0.6 million due to the closure of two redeveloped Class C LTC homes.

Home Health Care

Home health care ADV of 37,609 in Q3 2025 increased by 24.6% from Q3 2024, consisting of 13.0% organic growth augmented by a full quarter of volume from the CTG Transaction.

Revenue increased to $186.8 million in Q3 2025, an increase of 35.0% from Q3 2024, driven by the $24.0 million contribution from the CTG Transaction, 13.0% growth in ADV and rate increases.

NOI and NOI margin were $25.4 million and 13.6% in Q3 2025, an increase of 63.2% from $15.6 million and 11.3% in Q3 2024. The increase in NOI of $9.9 million includes $3.1 million from a full quarter of the CTG Transaction, organic growth and rate increases, partially offset by increased wages and benefits.

Managed Services

At the end of Q3 2025, the number of third-party and joint venture beds served by SGP increased to approximately 152,100, an increase of 6.0% from the prior year period. Extendicare Assist held management contracts for 40 homes comprising 6,237 beds and provided a further 25 homes with consulting and other services.

Revenue decreased by $3.3 million or 17.4% to $15.6 million in Q3 2025 due primarily to the sale by Revera of 30 Class C LTC homes that had been operated by Extendicare Assist under management contracts, nine of which were acquired by the Company, partially offset by changes in the mix of Extendicare Assist services, management fees from newly opened homes in Axium JV and growth in SGP clients. NOI decreased by $1.0 million or 10.2% to $8.9 million (57.2% of revenue).

Financial Position

Extendicare had strong liquidity at September 30, 2025, with cash and cash equivalents on hand, excluding restricted cash, of $165.7 million and access to a further $154.0 million under its revolving credit facility.

Select Financial Information

The following is a summary of the Company’s consolidated financial information for the three and nine months ended September 30, 2025 and 2024.

Extendicare’s disclosure documents, including its Management’s Discussion and Analysis (“MD&A”), may be found on SEDAR+ at www.sedarplus.ca under the Company’s issuer profile and on the Company’s website at www.extendicare.com under the “Investors/Financial Reports” section.

November Dividend Declared

The Board of Directors of Extendicare today declared a cash dividend of $0.042 per share for the month of November 2025, which is payable on December 15, 2025, to shareholders of record at the close of business on November 28, 2025. This dividend is designated as an “eligible dividend” within the meaning of the Income Tax Act (Canada).

Conference Call and Webcast

Extendicare will hold a conference call to discuss its 2025 third quarter results on November 12, 2025, at 11:30 a.m. (EDT). The call will be webcast live and archived online at www.extendicare.com under the “Investors/Events & Presentations” section. Alternatively, the call-in number is 1-833-752-3395. A replay of the call will be available approximately two hours after completion of the live call until midnight on November 28, 2025, by dialing 1-855-669-9658 followed by the passcode 4860485#.

About Extendicare

Extendicare is a leading provider of care and services for seniors across Canada, operating under the Extendicare, ParaMed, Extendicare Assist, and SGP Purchasing Network brands. We are committed to delivering quality care to meet the needs of the growing seniors’ population, inspired by our mission to provide people with the care they need, wherever they call home. We operate a network of 99 long-term care homes (59 owned, 40 under management contracts), deliver approximately 13.5 million hours of home health care services annually, and provide group purchasing services to third parties representing approximately 152,100 beds across Canada. Extendicare proudly employs approximately 28,000 qualified, highly trained and dedicated team members who are passionate about providing high-quality care and services to help people live better.

Non-GAAP Measures

Certain measures used in this press release, such as “net operating income”, “NOI”, “NOI margin”, “Adjusted EBITDA”, “Adjusted EBITDA margin”, “AFFO”, and “payout ratio”, including any related per share amounts, are not measures recognized under GAAP and do not have standardized meanings prescribed by GAAP. These measures may differ from similar computations as reported by other issuers and, accordingly, may not be comparable to similarly titled measures as reported by such issuers. These measures are not intended to replace earnings (loss) from continuing operations, net earnings (loss), cash flow, or other measures of financial performance and liquidity reported in accordance with GAAP. Such items are presented in this document because management believes that they are relevant measures of Extendicare’s operating performance and ability to pay cash dividends.

Management uses these measures to exclude the impact of certain items, because it believes doing so provides investors a more effective analysis of underlying operating and financial performance and improves comparability of underlying financial performance between periods. The exclusion of certain items does not imply that they are non-recurring or not useful to investors.

Detailed descriptions of these measures can be found in Extendicare’s Q3 2025 MD&A (refer to “Non-GAAP Measures”), which is available on SEDAR+ at www.sedarplus.ca and on Extendicare’s website at www.extendicare.com.

Reconciliations for certain non-GAAP measures included in this press release are outlined below.

The following table provides a reconciliation of AFFO to “net cash from operating activities”, which the Company believes is the most comparable GAAP measure to AFFO.

The following table provides a reconciliation of “earnings before income taxes” to Adjusted EBITDA and “net operating income”.

Forward-looking Statements

This press release contains forward-looking statements concerning anticipated future events, results, circumstances, economic performance or expectations with respect to Extendicare and its subsidiaries, including, without limitation: statements regarding its dividend levels, business operations, business strategy, growth strategy, results of operations and financial condition, including anticipated timelines and costs in respect of development projects; and statements relating to the acquisition of Closing the Gap, including anticipated synergies, new business revenue and earnout amounts, and the agreements entered into with Revera, Axium and its affiliates, Axium JV and/or Axium JV II in respect of the acquisition, disposition, ownership, operation and redevelopment of LTC homes in Ontario and Manitoba. Forward-looking statements can often be identified by the expressions “anticipate”, “believe”, “estimate”, “expect”, “intend”, “objective”, “plan”, “project”, “will”, “may”, “should” or other similar expressions or the negative thereof. These forward-looking statements reflect the Company’s current expectations regarding future results, performance or achievements and are based upon information currently available to the Company and on assumptions that the Company believes are reasonable. These statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to differ materially from those expressed or implied in the statements. For further information on the risks, uncertainties and assumptions that could cause Extendicare’s actual results to differ from current expectations, refer to “Risks and Uncertainties” and “Forward-looking Statements” in Extendicare’s Q3 2025 MD&A and latest Annual Information Form filed by Extendicare with the securities regulatory authorities, available at www.sedarplus.ca and on Extendicare’s website at www.extendicare.com. Given these risks and uncertainties, readers are cautioned not to place undue reliance on Extendicare’s forward-looking statements. Except as required by applicable securities laws, the Company assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Extendicare contact:
David Bacon, Executive Vice President and Chief Financial Officer
T: (905) 470-4000
E: david.bacon@extendicare.com
www.extendicare.com

Extendicare Announces 2025 Third Quarter Results




Extendicare Announces 2025 Third Quarter Results

MARKHAM, Ontario, Nov. 11, 2025 (GLOBE NEWSWIRE) — Extendicare Inc. (“Extendicare” or the “Company”) (TSX: EXE) today reported results for the three and nine months ended September 30, 2025.

Third Quarter 2025 Highlights

• Completed the acquisition of Closing the Gap for approximately $75.1 million in cash, subject to customary working capital and other adjustments.
• Adjusted EBITDA⁽¹⁾, excluding out-of-period items, increased by $12.6 million or 36.6% to $46.9 million, driven by continued growth in the home health care segment, improvements in long-term care (“LTC”) and a full quarter of contributions from the acquisition of nine Class C LTC homes and Closing the Gap.
• Home health care average daily volume (“ADV”) increased by 7,428 or 24.6% to 37,609 from Q3 2024, including ADV of 3,500 from Closing the Gap.
• Third-party and joint venture beds serviced by SGP reached 152,100 beds, an increase of 6.0% from Q3 2024, driven by continued organic growth.

“This quarter marks our strongest performance in recent years, reflecting margin improvements across all segments, augmented by a full quarter impact of our recent acquisitions,” said Dr. Michael Guerriere, President and Chief Executive Officer. “Home health care volumes grew almost 25% from the prior year, reflecting 13% organic growth and the addition of Closing the Gap. The aging demographic is driving demand in a fragmented seniors care market, providing opportunity for further accretive acquisitions that demonstrate the value creation potential of our strategy.”

Completed the Acquisition of Closing the Gap

On July 1, 2025, the Company completed the acquisition of all of the issued and outstanding shares of Closing the Gap and certain affiliates (collectively “Closing the Gap”) (the “CTG Transaction”). CTG brings a team of 1,200 caregivers who delivered 1.1 million service hours in 2024 and have deep capabilities in nursing, allied health and paediatric services, broadening our home health services.

The purchase price of $75.1 million in cash, subject to customary working capital and other adjustments, was funded from cash on hand and a draw of $55.0 million on the senior secured credit facility. The CTG Transaction includes an earnout that rewards new business revenue generation in the twelve months after closing. The Company anticipates that the additional purchase price from the earnout would be in the range of $1.5 million to $2.0 million, payable on the first anniversary of closing, based on estimated new business revenue of $3.0 to $4.0 million. Additionally, the Company expects to generate approximately $1.1 million in annualized cost synergies in the first year as the operations are integrated.

Q3 2025 Financial Highlights (all comparisons with Q3 2024)

• Revenue increased $81.2 million to $440.3 million; excluding the impact of out-of-period LTC funding in both periods, revenue increased by $79.1 million or 22.1% to $436.4 million from $357.3 million, driven primarily by the acquisition of nine Class C LTC homes (the “LTC Acquisition”), the CTG Transaction, LTC funding increases, home health care ADV growth and rate increases, partially offset by the closure of two Class C LTC homes that were vacated following the opening of newly developed LTC homes in Axium JV.
• NOI⁽¹⁾ increased $15.8 million to $65.9 million; excluding the impact of out-of-period LTC funding, NOI improved by $13.7 million or 28.3% to $62.0 million from $48.3 million, reflecting revenue growth, partially offset by higher operating costs.
• Adjusted EBITDA⁽¹⁾ increased $14.7 million to $50.8 million; excluding the impact of out-of-period funding, Adjusted EBITDA increased by $12.6 million or 36.6% to $46.9 million (10.7% of revenue) in Q3 2025 from $34.3 million (9.6% of revenue) in Q3 2024, reflecting the increase in NOI, partially offset by higher administrative costs of $1.1 million, largely due to higher labour and technology costs.
• Other expense increased $0.9 million to $2.0 million, reflecting transaction-related legal and professional costs incurred in Q3 2025 compared to $1.1 million in strategic transformation costs incurred in Q3 2024.
• Net earnings increased $7.8 million or 48.0% to $24.1 million, largely driven by the increase in Adjusted EBITDA, partially offset by higher depreciation and amortization costs and net finance costs.
• AFFO⁽¹⁾ increased to $29.5 million ($0.349 per basic share) from $23.1 million ($0.274 per basic share); excluding the impact of out-of-period items, AFFO improved by $4.4 million or 20.1% to $26.2 million ($0.309 per basic share) from $21.8 million ($0.259 per basic share), largely reflecting the improvement in Adjusted EBITDA, partially offset by increased current income taxes and higher maintenance capex, in part due to the LTC Acquisition.

Nine Months Financial Highlights (all comparisons with Nine Months 2024)

• Revenue increased $123.7 million to $1,198.4 million; excluding the impact of out-of-period funding in both periods, revenue increased by $137.9 million or 13.2% to $1,185.1 million from $1,047.1 million, driven primarily by four months of the LTC Acquisition, three months of the CTG Transaction, LTC funding increases, home health care ADV growth and rate increases, partially offset by the closure of three Class C LTC homes that were vacated following the opening of new LTC homes in Axium JV.
• NOI⁽¹⁾ increased $23.4 million to $171.1 million; excluding the impact of out-of-period items, NOI improved by $28.4 million or 21.3% to $162.2 million from $133.8 million, reflecting revenue growth, partially offset by higher operating costs.
• Adjusted EBITDA⁽¹⁾ increased $21.3 million to $126.2 million; excluding the impact of out-of-period funding, Adjusted EBITDA increased by $26.3 million or 28.9% to $117.3 million (9.9% of revenue) from $91.0 million (8.7% of revenue), reflecting the increase in NOI, partially offset by higher administrative costs of $2.1 million, largely due to higher labour and technology costs.
• Other income increased $4.0 million to $6.7 million, reflecting a $5.0 million increase in gains from asset sales and a $1.6 million reduction in strategic transformation costs, partially offset by $2.6 million in transaction-related legal and professional costs.
• Net earnings increased $15.8 million or 28.6% to $71.1 million, largely driven by the increase in Adjusted EBITDA and contribution from other income of $4.0 million ($2.5 million net of tax), partially offset by a $0.9 million reduction in the share of profit from joint ventures and higher depreciation and amortization costs.
• Share of profit from joint ventures declined $0.9 million to $0.9 million; excluding a reduction in out-of-period items of approximately $0.4 million, the decline of $0.6 million related to increased depreciation and amortization costs and higher net finance costs associated with the opening of three new homes in the joint ventures and elevated operating costs associated with the opening of the new homes.
• AFFO⁽¹⁾ increased to $74.1 million ($0.877 per basic share) from $63.8 million ($0.758 per basic share); excluding the impact of out-of-period items, AFFO increased by $14.4 million or 27.2% to $67.3 million ($0.796 per basic share) from $52.9 million ($0.628 per basic share), largely reflecting the improvement in Adjusted EBITDA and lower maintenance capex, partially offset by increased current income taxes and an unfavourable change in the adjustment for non-cash share-based compensation.

Business Updates

The following is a summary of Extendicare’s revenue, NOI⁽¹⁾ and NOI margins⁽¹⁾ by business segment for the three and nine months ended September 30, 2025 and 2024.

Long-term Care

LTC average occupancy increased by 10 bps to 98.5% in Q3 2025 from 98.4% in Q3 2024.

Revenue increased by $36.1 million or 17.9% to $237.9 million in Q3 2025. Excluding out-of-period funding recognized of $3.9 million in Q3 2025 and $1.8 million in Q3 2024, revenue increased by $34.0 million, largely driven by approximately $32.9 million from the LTC Acquisition, funding increases, timing of spend and improved preferred occupancy, partially offset by a revenue reduction of approximately $8.0 million due to the closure of two Class C LTC homes replaced by newly opened LTC homes in Axium JV.

NOI and NOI margin were $31.6 million and 13.3% respectively in Q3 2025, compared to $24.6 million and 12.2% in Q3 2024. Excluding the increase in out-of-period funding of $2.1 million, NOI improved by $4.8 million or 21.2% to $27.7 million (11.8% of revenue) from $22.8 million (11.4% of revenue) in Q3 2024. This increase reflects approximately $3.2 million from the LTC Acquisition, funding enhancements, timing of spend, and improved preferred occupancy, partially offset by higher operating costs, and an NOI reduction of approximately $0.6 million due to the closure of two redeveloped Class C LTC homes.

Home Health Care

Home health care ADV of 37,609 in Q3 2025 increased by 24.6% from Q3 2024, consisting of 13.0% organic growth augmented by a full quarter of volume from the CTG Transaction.

Revenue increased to $186.8 million in Q3 2025, an increase of 35.0% from Q3 2024, driven by the $24.0 million contribution from the CTG Transaction, 13.0% growth in ADV and rate increases.

NOI and NOI margin were $25.4 million and 13.6% in Q3 2025, an increase of 63.2% from $15.6 million and 11.3% in Q3 2024. The increase in NOI of $9.9 million includes $3.1 million from a full quarter of the CTG Transaction, organic growth and rate increases, partially offset by increased wages and benefits.

Managed Services

At the end of Q3 2025, the number of third-party and joint venture beds served by SGP increased to approximately 152,100, an increase of 6.0% from the prior year period. Extendicare Assist held management contracts for 40 homes comprising 6,237 beds and provided a further 25 homes with consulting and other services.

Revenue decreased by $3.3 million or 17.4% to $15.6 million in Q3 2025 due primarily to the sale by Revera of 30 Class C LTC homes that had been operated by Extendicare Assist under management contracts, nine of which were acquired by the Company, partially offset by changes in the mix of Extendicare Assist services, management fees from newly opened homes in Axium JV and growth in SGP clients. NOI decreased by $1.0 million or 10.2% to $8.9 million (57.2% of revenue).

Financial Position

Extendicare had strong liquidity at September 30, 2025, with cash and cash equivalents on hand, excluding restricted cash, of $165.7 million and access to a further $154.0 million under its revolving credit facility.

Select Financial Information

The following is a summary of the Company’s consolidated financial information for the three and nine months ended September 30, 2025 and 2024.

Extendicare’s disclosure documents, including its Management’s Discussion and Analysis (“MD&A”), may be found on SEDAR+ at www.sedarplus.ca under the Company’s issuer profile and on the Company’s website at www.extendicare.com under the “Investors/Financial Reports” section.

November Dividend Declared

The Board of Directors of Extendicare today declared a cash dividend of $0.042 per share for the month of November 2025, which is payable on December 15, 2025, to shareholders of record at the close of business on November 28, 2025. This dividend is designated as an “eligible dividend” within the meaning of the Income Tax Act (Canada).

Conference Call and Webcast

Extendicare will hold a conference call to discuss its 2025 third quarter results on November 12, 2025, at 11:30 a.m. (EDT). The call will be webcast live and archived online at www.extendicare.com under the “Investors/Events & Presentations” section. Alternatively, the call-in number is 1-833-752-3395. A replay of the call will be available approximately two hours after completion of the live call until midnight on November 28, 2025, by dialing 1-855-669-9658 followed by the passcode 4860485#.

About Extendicare

Extendicare is a leading provider of care and services for seniors across Canada, operating under the Extendicare, ParaMed, Extendicare Assist, and SGP Purchasing Network brands. We are committed to delivering quality care to meet the needs of the growing seniors’ population, inspired by our mission to provide people with the care they need, wherever they call home. We operate a network of 99 long-term care homes (59 owned, 40 under management contracts), deliver approximately 13.5 million hours of home health care services annually, and provide group purchasing services to third parties representing approximately 152,100 beds across Canada. Extendicare proudly employs approximately 28,000 qualified, highly trained and dedicated team members who are passionate about providing high-quality care and services to help people live better.

Non-GAAP Measures

Certain measures used in this press release, such as “net operating income”, “NOI”, “NOI margin”, “Adjusted EBITDA”, “Adjusted EBITDA margin”, “AFFO”, and “payout ratio”, including any related per share amounts, are not measures recognized under GAAP and do not have standardized meanings prescribed by GAAP. These measures may differ from similar computations as reported by other issuers and, accordingly, may not be comparable to similarly titled measures as reported by such issuers. These measures are not intended to replace earnings (loss) from continuing operations, net earnings (loss), cash flow, or other measures of financial performance and liquidity reported in accordance with GAAP. Such items are presented in this document because management believes that they are relevant measures of Extendicare’s operating performance and ability to pay cash dividends.

Management uses these measures to exclude the impact of certain items, because it believes doing so provides investors a more effective analysis of underlying operating and financial performance and improves comparability of underlying financial performance between periods. The exclusion of certain items does not imply that they are non-recurring or not useful to investors.

Detailed descriptions of these measures can be found in Extendicare’s Q3 2025 MD&A (refer to “Non-GAAP Measures”), which is available on SEDAR+ at www.sedarplus.ca and on Extendicare’s website at www.extendicare.com.

Reconciliations for certain non-GAAP measures included in this press release are outlined below.

The following table provides a reconciliation of AFFO to “net cash from operating activities”, which the Company believes is the most comparable GAAP measure to AFFO.

The following table provides a reconciliation of “earnings before income taxes” to Adjusted EBITDA and “net operating income”.

Forward-looking Statements

This press release contains forward-looking statements concerning anticipated future events, results, circumstances, economic performance or expectations with respect to Extendicare and its subsidiaries, including, without limitation: statements regarding its dividend levels, business operations, business strategy, growth strategy, results of operations and financial condition, including anticipated timelines and costs in respect of development projects; and statements relating to the acquisition of Closing the Gap, including anticipated synergies, new business revenue and earnout amounts, and the agreements entered into with Revera, Axium and its affiliates, Axium JV and/or Axium JV II in respect of the acquisition, disposition, ownership, operation and redevelopment of LTC homes in Ontario and Manitoba. Forward-looking statements can often be identified by the expressions “anticipate”, “believe”, “estimate”, “expect”, “intend”, “objective”, “plan”, “project”, “will”, “may”, “should” or other similar expressions or the negative thereof. These forward-looking statements reflect the Company’s current expectations regarding future results, performance or achievements and are based upon information currently available to the Company and on assumptions that the Company believes are reasonable. These statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to differ materially from those expressed or implied in the statements. For further information on the risks, uncertainties and assumptions that could cause Extendicare’s actual results to differ from current expectations, refer to “Risks and Uncertainties” and “Forward-looking Statements” in Extendicare’s Q3 2025 MD&A and latest Annual Information Form filed by Extendicare with the securities regulatory authorities, available at www.sedarplus.ca and on Extendicare’s website at www.extendicare.com. Given these risks and uncertainties, readers are cautioned not to place undue reliance on Extendicare’s forward-looking statements. Except as required by applicable securities laws, the Company assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Extendicare contact:
David Bacon, Executive Vice President and Chief Financial Officer
T: (905) 470-4000
E: david.bacon@extendicare.com
www.extendicare.com

COSCIENS Biopharma Inc. Reports Third Quarter 2025 Financial Results and Provides Strategic Initiatives Update




COSCIENS Biopharma Inc. Reports Third Quarter 2025 Financial Results and Provides Strategic Initiatives Update

COSCIENS voluntarily delists from Nasdaq, while retaining the Company’s listing on the TSX

COSCIENS restructuring results in significantly lower cash outflow with operating expenses down 59% vs. Q3 2024.

TORONTO, ONTARIO, Nov. 11, 2025 (GLOBE NEWSWIRE) — COSCIENS Biopharma Inc. (FINRA: CSCIF) (TSX: CSCI) (“COSCIENS” or the “Company”), a life science company focused on natural ingredients and pharmaceutical solutions, today reported its financial and operating results for the third quarter ended September 30, 2025 and provided a corporate update regarding operational and strategic developments during the quarter.

“Our focus in Q3 was to ensure the zero-based budgeting and restructuring plans we designed were executed successfully to establish our go forward cost structure,” said Anna Biehn, Chief Executive Officer of COSCIENS. “Management and the Board are encouraged with the early results and have made significant progress in an assessment of the existing projects, business development efforts and future growth opportunities.”

Focus on Revenue-Generating Base Business

Stabilizing the core business continues to be a strong priority and management implemented measures to drive discipline in base business management, forecasting and an end-to-end procurement to manufacturing review. As a result, Q3 gross margins showed an improvement of 700 basis points over the previous quarter, driven by both cost cuts and operational improvements.

Cost Structure Reset and Zero-Based Budgeting

The Company launched a zero-based budgeting (ZBB) initiative in Q2 to improve the efficiency of the organizational structure. The initiative included reduction in headcount and was implemented to further align costs with strategic priorities. The cost reset and restructuring initiative began showing results in Q3 with overall operating expenses down 59% vs. Q3 2024 resulting in significantly lower cash outflow for the quarter. The business will continue to seek lower operating costs as the discipline continues.

Nasdaq Delisting – Continued Listing on TSX– Application for quotation on the OTCQB^® Venture Market

As previously announced, during the quarter, the Company voluntarily delisted from Nasdaq effective as of September 5, 2025, while maintaining its listing on the TSX. Following the Nasdaq delisting, FINRA’s Department of Market Operations assigned the trading symbol “CSCIF” to the Company’s common shares for quoting and trading on the informal OTC market in the United States as of September 4, 2025. On November 3, 2025 the Company applied to the OTC Markets Group Inc. for its common shares to be quoted for trading on the OTCQB^® Venture Market, however, there can be no assurance that its application will be approved or the timing thereof or that any broker will make, or continue to make, a market in the Company’s common shares in the U.S. either on the informal OTC market or, if approved, on the OTCQB^® Venture Market. The Company’s voluntary delisting from Nasdaq marked the first step in the Company’s broader strategy to seek to cease its public reporting obligations in the U.S. Accordingly, the Company intends to file a Form 15-F with the SEC in the future once it is able to do so pursuant to the SEC’s rules to deregister from, and terminate its reporting obligations under, the Exchange Act, including its obligations to file and submit annual reports on Form 20-F and reports on Form 6-K in the U.S. with the SEC. Once the Company files a Form 15-F with the SEC, its U.S. reporting obligations with the SEC will be immediately suspended at that time, and deregistration from the Exchange Act would be effective 90 days after the filing of the Form 15-F, at which time the Company’s U.S. reporting obligations thereunder would be fully terminated.

As a life science company, it is important for the Company to continue to focus on both short term and future growth. Given the current economic environment and ecosystem, the Company believes this strategic decision will position COSCIENS to enhance efficiency and reduce costs, with efforts designed to elevate competitiveness and maintain the Company’s viability.

Portfolio Growth Assessment

During the quarter, the Company undertook a strategic assessment of its key segments. Certain key results of which are summarized below:

• Active Ingredients:

• Suspension of Juvente Cosmeceuticals Line of Business

• Pharmaceuticals:

• Technology

Summary of Third Quarter 2025 Financial Results

All amounts are in U.S. dollars.

Cash and cash equivalents

The Company had $8.5 million in cash and cash equivalents on September 30, 2025.

Results of operations for the three-month period ended September 30, 2025

For the three-month period ended September 30, 2025, the Company reported a consolidated net loss of $1.8 million, or $0.57 in net loss per common share, as compared with a consolidated net loss of $5.8 million, or $1.85 in net loss per common share for the same period in 2024. The $4.0 million decrease in net loss is attributable to the movements described below and a recognition of impairment expense on intangible assets in the amount of $1.5 million in 2024, offset by a recognition of impairment expense on property and equipment in the amount of $0.2 million in 2025 and a write-down of inventory in the amount of $0.1 million in 2025.

Revenues

 Operating Expenses

Results of operations for the nine-month period ended September 30, 2025

For the nine-month period ended September 30, 2025, the Company reported a consolidated net loss of $8.2 million, or $2.59 loss per common share, as compared with a consolidated net loss of $8.6 million, or $3.58 loss per common share for the same period in 2024. The $0.4 million decrease in net loss is mainly attributable to the merger in 2024 and the associated professional service fees which were not repeated in 2025 as well as management’s cost cutting measures which began in 2025.

Revenues

Operating expenses

Consolidated Financial Statements and Management’s Discussion and Analysis

For reference, the Management’s Discussion and Analysis of Financial Condition and Results of Operations for the third quarter of 2025, as well as the Company’s consolidated financial statements as of September 30, 2025, will be available on the Company’s website (www.cosciensbio.com) in the Investors section or at the Company’s SEDAR+ and EDGAR profiles at http://www.sedarplus.ca and www.sec.gov, respectively.

About COSCIENS Biopharma Inc.

COSCIENS is a life science company with a diverse portfolio focused on the development of natural, plant-based active ingredients and engaged in the commercialization of pharmaceutical and diagnostic products. COSCIENS’ natural active ingredient business leverages the Company’s proprietary manufacturing and extraction technologies to develop Avenanthramides and Beta Glucan active ingredients currently used in leading skincare brands worldwide. COSCIENS’ lead pharmaceutical product Macimorelin (Macrilen; Ghryvelin), is the first and only U.S. Food and Drug Administration (“FDA”) and European Medicines Agency (“EMA”) approved oral test indicated for the diagnosis of adult growth hormone deficiency (AGHD).

The Company’s common shares are listed on the Toronto Stock Exchange (“TSX”) under the symbol “CSCI”. The Company’s common shares were assigned the trading symbol “CSCIF” by FINRA’s Department of Market Operations for quoting and trading in the market for unlisted securities (i.e., the “over-the-counter market” or “OTC” market) in the United States as of September 4, 2025. For more information, please visit COSCIENS’ website at www.cosciensbio.com.

Forward-Looking Statements

Certain statements in this news release, referred to herein as “forward-looking statements”, constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, as amended, and “forward-looking information” under the provisions of Canadian securities laws. All statements, other than statements of historical fact, that address circumstances, events, activities, or developments that could or may or will occur are forward-looking statements. When used in this news release, words such as “anticipate”, “assume”, “believe”, “could”, “expect”, “forecast”, “future”, “goal”, “guidance”, “intend”, “likely”, “may”, “would” or the negative or comparable terminology as well as terms usually used in the future and the conditional are generally intended to identify forward-looking statements, although not all forward-looking statements include such words. Specific forward-looking statements in this document includes, but is not limited to, statements relating to: plans to strengthen operational performance, drive shareholder value and growth; the intention to continue operating with a leaner organizational structure and lower operating costs; the possible trading of the common shares on the OTCQB^® Venture Market; the Company’s intention to deregister from, and terminate its U.S. reporting obligations and any projected cost savings resulting therefrom; the possible expansion into new markets; the winding down of operations for the for the cosmeceutical line, JuventeDC; possible next steps for advancing the expansion of Macrilen^® into the US market; the timing of the availability of the results of the Phase 2a study evaluating avenanthramides; possible commercialization strategies for PGX; expected future financial results; and the finalization and implementation of the remediation plan for the Company’s system of internal control over financial reporting. All forward-looking statements are given pursuant to the “safe harbour” provisions of applicable securities legislation.

The forecasts and projections that make up the forward-looking statements contained herein are based on the Company’s current expectations and assumptions, including factors or assumptions that were applied in drawing a conclusion or making a forecast or projection, and including, but not limited to assumptions based on historical trends, current conditions, and expected future developments, and assumptions regarding: the ability of the Company to terminate its U.S. reporting obligations in a timely manner;, the ability of the Company’s to execute on its strategic plans and find new customers and partners in connection therewith; the development of technologies and value-driving products; the extraction, production and commercialization of active ingredients from natural sources and our ability to successfully market related products; the successful development and marketing of our pipeline products as well as such products’ capability to address unmet needs within new markets; Macrilen^® (macimorelin) and the Company’s plans in respect of same; the Company’s business strategy; the Company’s positioning in its target markets; the impact of tariffs and other trade barriers , on our costs and revenues, as well as on the macroeconomic framework in which we operate, which may be material; the Company’s plans for its PGX Technology; pre-clinical and clinical studies and trials and their expected timing and results, including the potential to bring certain products to market following such studies and trials; the ability of our pharmaceutical therapeutic assets to address unmet medical needs across a number of indications; the adequacy of our financial resources to finance operations and expenditure requirements; limitations on internal controls over financial reporting and our ability to address identified material weaknesses; and the plans, objectives, future outlook and financial position of the Company in general.

Forward-looking statements involve known and unknown risks and uncertainties, and other factors which may cause the actual results, performance or achievements stated herein to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statement. Such risks and uncertainties include, among others: the Company’s present and future business strategies, including that the strategic review and related initiatives undertaken by the Company as described herein may not have the expected or desired results in the short-term or long-term; operations and performance within expected ranges; anticipated future cash flows; local and global economic conditions and the environment in which the Company operates; the policies of the current presidential administration in the United States, including the ongoing use and effects of tariffs and other trade barriers to address the administration’s policy goals, as well as any counter-duties, counter-tariffs and/or other counter-measures implemented in response by other countries, could materially impact our costs and revenues, as well as the macroeconomic framework in which we operate; anticipated capital and operating costs; uncertainty in our revenue generation from our marketed products; product development and related clinical trials and validation studies; results from our products under development may not be successful or may not support advancing the product; the failure of the DETECT-trial to achieve its primary endpoint in Childhood Onset Growth Hormone Deficiency (“CGHD”) may impact the market for macimorelin (Macrilen^®; Ghryvelin^®) in adult hormone growth deficiency (“AGHD”) and the existing relationships we have for that product; our now heavy dependence on sales by and revenue from our main distributor of active ingredients and its customers; the continued availability of funds and resources to successfully commercialize our products; the ability to secure strategic partners for late stage development, marketing, and distribution of our products; our ability to enter into out-licensing, development, manufacturing, marketing and distribution agreements with other pharmaceutical companies and keep such agreements in effect; our ability to protect and enforce our patent portfolio and intellectual property; our ability to continue to list our common shares on the TSX; the continued trading and liquidity of our common shares on the informal OTC market and our ability to obtain a quotation for our common shares on the OTCQB® Venture Market and the liquidity and trading of our common shares on such market if obtained; and our ability to deregister from, and terminate our reporting obligations under, the Exchange Act, and to realize any projected cost savings therefrom, as well as any impact on the trading of our common shares as a result thereof.

These risk factors are not intended to represent a complete list of the risk factors that could affect the Company. These factors and assumptions, however, should be considered carefully. More detailed information about these and other factors is included under “Risk Factors” in the Annual Report on Form 20-F and in other documents furnished to the SEC and in our other public disclosure filed under our profile on SEDAR+ at www.sedarplus.ca.

Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Many of these factors are beyond our control. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements, particularly in light of any resulting impacts on the global economy and on the Company’s business. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements contained herein, except as required by applicable securities laws. New factors emerge from time to time, and it is not possible for the Company to predict all of these factors, or to assess in advance the impact of each such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.

Issuer:

Anna Biehn
Chief Executive Officer
E: ABiehn@cosciensbio.com

Investor Contact:

IR@cosciensbio.com 

COSCIENS Biopharma Inc. Reports Third Quarter 2025 Financial Results and Provides Strategic Initiatives Update




COSCIENS Biopharma Inc. Reports Third Quarter 2025 Financial Results and Provides Strategic Initiatives Update

COSCIENS voluntarily delists from Nasdaq, while retaining the Company’s listing on the TSX

COSCIENS restructuring results in significantly lower cash outflow with operating expenses down 59% vs. Q3 2024.

TORONTO, ONTARIO, Nov. 11, 2025 (GLOBE NEWSWIRE) — COSCIENS Biopharma Inc. (FINRA: CSCIF) (TSX: CSCI) (“COSCIENS” or the “Company”), a life science company focused on natural ingredients and pharmaceutical solutions, today reported its financial and operating results for the third quarter ended September 30, 2025 and provided a corporate update regarding operational and strategic developments during the quarter.

“Our focus in Q3 was to ensure the zero-based budgeting and restructuring plans we designed were executed successfully to establish our go forward cost structure,” said Anna Biehn, Chief Executive Officer of COSCIENS. “Management and the Board are encouraged with the early results and have made significant progress in an assessment of the existing projects, business development efforts and future growth opportunities.”

Focus on Revenue-Generating Base Business

Stabilizing the core business continues to be a strong priority and management implemented measures to drive discipline in base business management, forecasting and an end-to-end procurement to manufacturing review. As a result, Q3 gross margins showed an improvement of 700 basis points over the previous quarter, driven by both cost cuts and operational improvements.

Cost Structure Reset and Zero-Based Budgeting

The Company launched a zero-based budgeting (ZBB) initiative in Q2 to improve the efficiency of the organizational structure. The initiative included reduction in headcount and was implemented to further align costs with strategic priorities. The cost reset and restructuring initiative began showing results in Q3 with overall operating expenses down 59% vs. Q3 2024 resulting in significantly lower cash outflow for the quarter. The business will continue to seek lower operating costs as the discipline continues.

Nasdaq Delisting – Continued Listing on TSX– Application for quotation on the OTCQB^® Venture Market

As previously announced, during the quarter, the Company voluntarily delisted from Nasdaq effective as of September 5, 2025, while maintaining its listing on the TSX. Following the Nasdaq delisting, FINRA’s Department of Market Operations assigned the trading symbol “CSCIF” to the Company’s common shares for quoting and trading on the informal OTC market in the United States as of September 4, 2025. On November 3, 2025 the Company applied to the OTC Markets Group Inc. for its common shares to be quoted for trading on the OTCQB^® Venture Market, however, there can be no assurance that its application will be approved or the timing thereof or that any broker will make, or continue to make, a market in the Company’s common shares in the U.S. either on the informal OTC market or, if approved, on the OTCQB^® Venture Market. The Company’s voluntary delisting from Nasdaq marked the first step in the Company’s broader strategy to seek to cease its public reporting obligations in the U.S. Accordingly, the Company intends to file a Form 15-F with the SEC in the future once it is able to do so pursuant to the SEC’s rules to deregister from, and terminate its reporting obligations under, the Exchange Act, including its obligations to file and submit annual reports on Form 20-F and reports on Form 6-K in the U.S. with the SEC. Once the Company files a Form 15-F with the SEC, its U.S. reporting obligations with the SEC will be immediately suspended at that time, and deregistration from the Exchange Act would be effective 90 days after the filing of the Form 15-F, at which time the Company’s U.S. reporting obligations thereunder would be fully terminated.

As a life science company, it is important for the Company to continue to focus on both short term and future growth. Given the current economic environment and ecosystem, the Company believes this strategic decision will position COSCIENS to enhance efficiency and reduce costs, with efforts designed to elevate competitiveness and maintain the Company’s viability.

Portfolio Growth Assessment

During the quarter, the Company undertook a strategic assessment of its key segments. Certain key results of which are summarized below:

• Active Ingredients:

• Suspension of Juvente Cosmeceuticals Line of Business

• Pharmaceuticals:

• Technology

Summary of Third Quarter 2025 Financial Results

All amounts are in U.S. dollars.

Cash and cash equivalents

The Company had $8.5 million in cash and cash equivalents on September 30, 2025.

Results of operations for the three-month period ended September 30, 2025

For the three-month period ended September 30, 2025, the Company reported a consolidated net loss of $1.8 million, or $0.57 in net loss per common share, as compared with a consolidated net loss of $5.8 million, or $1.85 in net loss per common share for the same period in 2024. The $4.0 million decrease in net loss is attributable to the movements described below and a recognition of impairment expense on intangible assets in the amount of $1.5 million in 2024, offset by a recognition of impairment expense on property and equipment in the amount of $0.2 million in 2025 and a write-down of inventory in the amount of $0.1 million in 2025.

Revenues

 Operating Expenses

Results of operations for the nine-month period ended September 30, 2025

For the nine-month period ended September 30, 2025, the Company reported a consolidated net loss of $8.2 million, or $2.59 loss per common share, as compared with a consolidated net loss of $8.6 million, or $3.58 loss per common share for the same period in 2024. The $0.4 million decrease in net loss is mainly attributable to the merger in 2024 and the associated professional service fees which were not repeated in 2025 as well as management’s cost cutting measures which began in 2025.

Revenues

Operating expenses

Consolidated Financial Statements and Management’s Discussion and Analysis

For reference, the Management’s Discussion and Analysis of Financial Condition and Results of Operations for the third quarter of 2025, as well as the Company’s consolidated financial statements as of September 30, 2025, will be available on the Company’s website (www.cosciensbio.com) in the Investors section or at the Company’s SEDAR+ and EDGAR profiles at http://www.sedarplus.ca and www.sec.gov, respectively.

About COSCIENS Biopharma Inc.

COSCIENS is a life science company with a diverse portfolio focused on the development of natural, plant-based active ingredients and engaged in the commercialization of pharmaceutical and diagnostic products. COSCIENS’ natural active ingredient business leverages the Company’s proprietary manufacturing and extraction technologies to develop Avenanthramides and Beta Glucan active ingredients currently used in leading skincare brands worldwide. COSCIENS’ lead pharmaceutical product Macimorelin (Macrilen; Ghryvelin), is the first and only U.S. Food and Drug Administration (“FDA”) and European Medicines Agency (“EMA”) approved oral test indicated for the diagnosis of adult growth hormone deficiency (AGHD).

The Company’s common shares are listed on the Toronto Stock Exchange (“TSX”) under the symbol “CSCI”. The Company’s common shares were assigned the trading symbol “CSCIF” by FINRA’s Department of Market Operations for quoting and trading in the market for unlisted securities (i.e., the “over-the-counter market” or “OTC” market) in the United States as of September 4, 2025. For more information, please visit COSCIENS’ website at www.cosciensbio.com.

Forward-Looking Statements

Certain statements in this news release, referred to herein as “forward-looking statements”, constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, as amended, and “forward-looking information” under the provisions of Canadian securities laws. All statements, other than statements of historical fact, that address circumstances, events, activities, or developments that could or may or will occur are forward-looking statements. When used in this news release, words such as “anticipate”, “assume”, “believe”, “could”, “expect”, “forecast”, “future”, “goal”, “guidance”, “intend”, “likely”, “may”, “would” or the negative or comparable terminology as well as terms usually used in the future and the conditional are generally intended to identify forward-looking statements, although not all forward-looking statements include such words. Specific forward-looking statements in this document includes, but is not limited to, statements relating to: plans to strengthen operational performance, drive shareholder value and growth; the intention to continue operating with a leaner organizational structure and lower operating costs; the possible trading of the common shares on the OTCQB^® Venture Market; the Company’s intention to deregister from, and terminate its U.S. reporting obligations and any projected cost savings resulting therefrom; the possible expansion into new markets; the winding down of operations for the for the cosmeceutical line, JuventeDC; possible next steps for advancing the expansion of Macrilen^® into the US market; the timing of the availability of the results of the Phase 2a study evaluating avenanthramides; possible commercialization strategies for PGX; expected future financial results; and the finalization and implementation of the remediation plan for the Company’s system of internal control over financial reporting. All forward-looking statements are given pursuant to the “safe harbour” provisions of applicable securities legislation.

The forecasts and projections that make up the forward-looking statements contained herein are based on the Company’s current expectations and assumptions, including factors or assumptions that were applied in drawing a conclusion or making a forecast or projection, and including, but not limited to assumptions based on historical trends, current conditions, and expected future developments, and assumptions regarding: the ability of the Company to terminate its U.S. reporting obligations in a timely manner;, the ability of the Company’s to execute on its strategic plans and find new customers and partners in connection therewith; the development of technologies and value-driving products; the extraction, production and commercialization of active ingredients from natural sources and our ability to successfully market related products; the successful development and marketing of our pipeline products as well as such products’ capability to address unmet needs within new markets; Macrilen^® (macimorelin) and the Company’s plans in respect of same; the Company’s business strategy; the Company’s positioning in its target markets; the impact of tariffs and other trade barriers , on our costs and revenues, as well as on the macroeconomic framework in which we operate, which may be material; the Company’s plans for its PGX Technology; pre-clinical and clinical studies and trials and their expected timing and results, including the potential to bring certain products to market following such studies and trials; the ability of our pharmaceutical therapeutic assets to address unmet medical needs across a number of indications; the adequacy of our financial resources to finance operations and expenditure requirements; limitations on internal controls over financial reporting and our ability to address identified material weaknesses; and the plans, objectives, future outlook and financial position of the Company in general.

Forward-looking statements involve known and unknown risks and uncertainties, and other factors which may cause the actual results, performance or achievements stated herein to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statement. Such risks and uncertainties include, among others: the Company’s present and future business strategies, including that the strategic review and related initiatives undertaken by the Company as described herein may not have the expected or desired results in the short-term or long-term; operations and performance within expected ranges; anticipated future cash flows; local and global economic conditions and the environment in which the Company operates; the policies of the current presidential administration in the United States, including the ongoing use and effects of tariffs and other trade barriers to address the administration’s policy goals, as well as any counter-duties, counter-tariffs and/or other counter-measures implemented in response by other countries, could materially impact our costs and revenues, as well as the macroeconomic framework in which we operate; anticipated capital and operating costs; uncertainty in our revenue generation from our marketed products; product development and related clinical trials and validation studies; results from our products under development may not be successful or may not support advancing the product; the failure of the DETECT-trial to achieve its primary endpoint in Childhood Onset Growth Hormone Deficiency (“CGHD”) may impact the market for macimorelin (Macrilen^®; Ghryvelin^®) in adult hormone growth deficiency (“AGHD”) and the existing relationships we have for that product; our now heavy dependence on sales by and revenue from our main distributor of active ingredients and its customers; the continued availability of funds and resources to successfully commercialize our products; the ability to secure strategic partners for late stage development, marketing, and distribution of our products; our ability to enter into out-licensing, development, manufacturing, marketing and distribution agreements with other pharmaceutical companies and keep such agreements in effect; our ability to protect and enforce our patent portfolio and intellectual property; our ability to continue to list our common shares on the TSX; the continued trading and liquidity of our common shares on the informal OTC market and our ability to obtain a quotation for our common shares on the OTCQB® Venture Market and the liquidity and trading of our common shares on such market if obtained; and our ability to deregister from, and terminate our reporting obligations under, the Exchange Act, and to realize any projected cost savings therefrom, as well as any impact on the trading of our common shares as a result thereof.

These risk factors are not intended to represent a complete list of the risk factors that could affect the Company. These factors and assumptions, however, should be considered carefully. More detailed information about these and other factors is included under “Risk Factors” in the Annual Report on Form 20-F and in other documents furnished to the SEC and in our other public disclosure filed under our profile on SEDAR+ at www.sedarplus.ca.

Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Many of these factors are beyond our control. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements, particularly in light of any resulting impacts on the global economy and on the Company’s business. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements contained herein, except as required by applicable securities laws. New factors emerge from time to time, and it is not possible for the Company to predict all of these factors, or to assess in advance the impact of each such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.

Issuer:

Anna Biehn
Chief Executive Officer
E: ABiehn@cosciensbio.com

Investor Contact:

IR@cosciensbio.com