Mr. Peter Puccetti reports

COSCIENS ACQUIRES NUALTIS CORP.

Cosciens Biopharma Inc. has acquired Nualtis Corp., a Montreal-based specialty pharmaceutical technology business focused primarily on proprietary oral thin film drug delivery technologies, with applications for both human and animal health. The company also announced the completion of the first tranche of a non-brokered private placement of unsecured convertible debentures.

Acquisition highlights:

• Strategic acquisition of a leading oral thin film (OTF) development and manufacturing platform: Nualtis is an industry leader and innovator in OTF drug delivery technology, adding a purpose-driven team and an FDA- (U.S. Food and Drug Administration) and Health Canada-inspected GMP (good manufacturing practice) manufacturing facility in Montreal, Canada;
• Established development and commercial partnerships across a diversified product pipeline: a portfolio of programs spanning human and animal health, protected by 21 foundational patents, with partnerships in place with established pharmaceutical companies;
• Growing cash-flow-positive business model: The company believes Nualtis is poised for continued, profitable future growth through diverse revenue streams, including research and development (R&D) services, manufacturing and supply, milestone payments, and product royalties.

"We are very excited to announce the acquisition of Nualtis. Cosciens now has direct exposure to the large and growing global OTF market through Nualtis's leading facility, intellectual property and know-how, and its established product pipeline and partnerships," said Peter Puccetti, chief executive officer and chairman of Cosciens. "Since joining Cosciens last year, I, and my fellow directors and officers, have been committed to a plan for creating shareholder value. During an initial period of restructuring, we made significant improvements in the company's financial health and on achieving financial self-sufficiency of the existing business. In Q2, Ceapro contributed over $422,000 (U.S.) of income from operations and we believe it will continue to meaningfully contribute to earnings going forward. More recently, we shifted our focus to actively exploring opportunities for growth and scale. We believe this transaction represents exactly that. Nualtis is led by a talented and driven management team, and is positioned for significant growth as it transitions from mostly R&D revenue to more commercial-scale manufacturing revenue. We believe that Cosciens is well positioned to help guide and support that growth path."

Michael Raven, CEO of Nualtis since 2024, commented: "We have made great improvements to Nualtis's business strategy and approach over the last couple of years laying the seeds for substantial profitable growth. Cosciens's ownership will provide Nualtis with a platform from which to continue what it has started and Nualtis management couldn't be more excited about the future of the business."

The acquisition and the acquired business

The acquisition was completed pursuant to a share purchase agreement between the company and AtaiBeckley Inc. for a cash purchase price of $15-million (U.S.), subject to customary adjustments, plus up to four earnout payments based on a formula specified in the purchase agreement and equal to 10 per cent of the EBITDA (earnings before interest, taxes, depreciation and amortization) of Nualtis (adjusted in accordance with the purchase agreement) for the financial years 2027 through 2030 (subject to certain other adjustments specified in the purchase agreement). At closing, the company made an initial payment of $9-million (U.S.), subject to adjustments, and the remaining $6-million (U.S.) is due as a deferred payment within six months.

Nualtis (formerly IntelGenx Corp.) was established in 2003. It specializes in the development of oral thin film technology and operates as a contract development and manufacturing organization. The global pharmaceutical oral thin film market was estimated at $3.8-billion (U.S.) in 2024 and is expected to grow significantly over the next few years. In addition, Nualtis offers a broad portfolio of pharmaceutical services, including pharmaceutical R&D, clinical monitoring, regulatory support, analytical testing, licensing and commercial manufacturing. Nualtis also holds a Health Canada drug establishment licence, in respect of importation, manufacturing, packaging, labelling and testing. Nualtis typically applies its oral thin film platforms to active pharmaceutical ingredients with a known mechanism of action and an established safety profile, which keeps development timelines and costs low, and gives partners a faster and lower-risk path to differentiated products.

Nualtis's product development is anchored by two proprietary oral thin film platforms: VersaFilmfor human therapeutics; and VetaFilm for veterinary applications. Both use a thin, FDA-compliant polymeric film that dissolves quickly in the mouth, offering an alternative to traditional tablets.

Nualtis's product pipeline is well diversified, spanning a mix of generic, branded, over-the-counter (OTC) and prescription products, in various therapeutic areas and with multiple partners. The product pipeline also represents various stages of product development, spanning from early-stage R&D to products expected to reach commercial launch in the near term. Within the next five years, the company believes the successful commercialization of products in Nualtis's existing pipeline could result in tens of millions of dollars in annual revenue.

Set out below is some additional detail on certain programs within the portfolio representing exemplary near- and medium-term opportunities.

Human health/migraine

RizaFilm (a registered trademark of Nualtis's partner, Gensco Laboratories LLC) is a proprietary prescription oral thin film containing rizatriptan benzoate. RizaFilm is the first and only FDA-approved oral dissolvable film for migraine in the United States, approved for adults (10 milligrams (mg)) in April, 2023, and for pediatric patients (five mg) in February, 2026. Gensco Pharma owns the global rights and has announced a U.S. launch in October, 2026, with Nualtis as its manufacturer.

The film is placed on the tongue and dissolves rapidly without a drink, allowing patients to treat at the earliest onset of symptoms, and is protected by an issued patent with substantial remaining exclusivity.

Migraine affects more than 42 million Americans and is the second leading cause of disability nationwide. The global migraine drugs market was approximately $7.9-billion (U.S.) in 2025 and is projected to reach $16.6-billion (U.S.) by 2033 (CAGR (compound annual growth rate) of 9.2 per cent).

Human health/chronic pain

Nualtis and Chemo Research SL, together with its affiliate, Xiromed LLC, are developing a generic buprenorphine buccal film that incorporates Nualtis's VersaFilm technology and is intended to be a generic version of Belbuca, an opioid delivered as a buccal film and indicated for severe chronic pain. Nualtis is responsible for product development and manufacturing-related activities, while Xiromed is responsible for the regulatory approval and commercialization of the product.

Net revenue of Belbuca was $221.7-million for FY (fiscal year) 2025, up 5 per cent year over year in the U.S. market. No generic versions of Belbuca have been launched to date in the United States.

Animal health

In collaboration with Covenant Animal Health Partners, Nualtis has developed an undisclosed, proprietary formulation for a veterinary use case in a market that has seen greater than $100-million (U.S.) in annual sales. Initial clinical studies have shown positive results and received positive feedback from veterinarians.

The company looks forward to providing further updates regarding the product pipeline and as programs and candidates advance through development, regulatory approval and commercialization.

The concurrent financing

To finance the closing date purchase price, the company completed the first tranche of a concurrent non-brokered private placement of unsecured convertible debentures in an aggregate principal amount of approximately $6-million (U.S.). The terms of the debentures contemplate the issuance of an aggregate principal amount of up to $20-million (U.S.), and the company anticipates closing one or more additional tranches in the coming weeks. Additional subscriptions have already been received by the company for more than $4-million (U.S.) and the company expects to receive further subscriptions in time for an anticipated second tranche closing next week.

"Between Cosciens's existing cash resources and the proceeds of the first tranche of debentures, Cosciens continues to have excess cash after payment of the closing date purchase price and accounting for all related payments and transaction expenses. Additional closings of the debentures for a total of $20-million (U.S.) would also leave Cosciens with a material excess cash balance after the second payment to AtaiBeckley in approximately six months time," said Giuliano La Fratta, chief financial officer of Cosciens.

Completion of additional tranches is subject to customary closing conditions, and there can be no assurance that additional tranches will be completed for the anticipated amount or at all.

The debentures bear an annual interest of 15.0 per cent, payable monthly in arrears, and mature on Sept. 10, 2027, and in certain circumstances and subject to shareholder approval, are convertible into common shares of the company at a price of $7 (U.S.) per common share, subject to adjustment. The conversion price is subject to customary anti-dilution provisions and an additional downward adjustment if the company completes an equity raise prior to the maturity date at an issue price per common share that is less than the conversion price.

Pursuant to the rules and policies of the Toronto Stock Exchange, the conversion rights and certain related terms (including the ratchet) require shareholder approval. Notably, Section 611 of the TSX company manual generally requires shareholder approval where the common shares issuable in payment of the purchase price for an acquisition (including in a concurrent private placement upon which the acquisition is contingent or otherwise linked) exceeds 25 per cent of the number of common shares that are outstanding, on a non-diluted basis. As of Sept. 10, 2026, there were 997,219 outstanding common shares. If the debentures issued in today's closing were converted in full at the conversion price, it would result in the issuance of approximately 850,000 additional common shares (or approximately 85 per cent of the currently outstanding common shares). The company has agreed to call a meeting of shareholders within six months to seek the necessary approvals. Additional details will be provided in a forthcoming management information circular, which, once filed, will be available on SEDAR+.

If all necessary shareholder and TSX approvals are obtained, the company may, in its sole discretion, require the conversion of all or any portion of the aggregate principal amount of debentures into common shares at the conversion price. The company's conversion right is not conditional on the common shares trading above a specified market price or satisfying a minimum trading volume or liquidity threshold.

Following the meeting, whether or not the required approvals are obtained, the company will have a right at any time to repay all or any portion of the debentures in cash, at par, provided that, if the company seeks to repay the debentures in cash (whether as an early repayment or at maturity), each of the holder of debentures will, subject to receipt of the required approvals, first have the option to convert at the conversion price. Interest will, in all cases, be paid in cash.

Certain directors and officers of the company are participating in the offering for an aggregate principal amount of approximately $1.3-million (U.S.), and accordingly the offering is a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. Additional demand from insiders of the company could not be met, as the company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that at the time the offering was agreed to, neither the fair market value of the debentures nor the consideration paid therefor, insofar as it involved the related parties, exceeds 25 per cent of the company's market capitalization (as determined as at the end of August in accordance with MI 61-101). Additional details will be provided in a forthcoming material change report, which, once filed, will be available on SEDAR+.

In connection with this closing, the company agreed to pay finders' fees on certain subscriptions, which finders' fees may be satisfied in cash or through the issuance of debentures. Total finders' fees for the closing amounted to $181,250 (U.S.) aggregate principal amount of debentures. Any debentures issued as finders' fees will be counted towards the maximum aggregate principal amount of $20-million (U.S.).

The debentures (and common shares issuable upon conversion of the debentures) are subject to a four-month hold period under Canadian securities laws.

About Cosciens Biopharma Inc.

Cosciens Biopharma is a holding company operating through its subsidiaries, including Ceapro Inc. and Nualtis.

Ceapro is focused on the development and commercialization of natural, plant-based active ingredients derived from oats and other renewable plant resources, using proprietary manufacturing and extraction technologies. Ceapro's primary active ingredient business activities relate to the development and commercialization of natural products for the personal care, cosmetic, human and animal health industries.

Nualtis is a specialty pharmaceutical technology business focused primarily on proprietary oral thin film drug delivery technologies. Its business model includes pharmaceutical formulation development, analytical and regulatory support services, contract development and manufacturing activities, partner-sponsored development programs, and commercial product manufacturing.

The company's common shares are listed on the TSX under the symbol CSCI, and are listed and posted for trading on the OTCQB Venture Market under the symbol CSCIF.

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