COSCIENS Biopharma Inc.
8.20%
257,257
1113423
22112H101
Dec 18, 2024
Dec 20, 2024, 06:05 PM
Reporting Persons (4)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Goodwood Fund | CO | 8.20% | 257,257 | 0 | 257,257 |
| Goodwood Inc. | Other | 8.20% | 257,257 | 0 | 257,257 |
| Peter Puccetti | Individual | 8.20% | 257,257 | 0 | 257,257 |
| Puccetti Funds Management Inc. | Other | 8.20% | 257,257 | 0 | 257,257 |
Disclosure Items (7)
Common stock, no par value
COSCIENS Biopharma Inc.
C/O NORTON ROSE FULBRIGHT CANADA LLP, TORONTO, A6, M5K 1E7
(i) Goodwood Fund, a mutual trust established under the laws of the Province of Ontario, with respect to the shares of the Common Stock (the "Shares") directly owned by the Goodwood Fund; (ii) Goodwood Inc., an Ontario corporation, as the investment manager of Goodwood Fund, with respect to the Shares directly owned by the Goodwood Fund; (iii) Peter Puccetti, as the Chairman, Chief Investment Officer and control person of Goodwood Inc..; and (iv) Puccetti Funds Management Inc., an Ontario corporation, as a controlling shareholder of Goodwood Inc., with respect to Shares directly owned by Puccetti Funds Management Inc. Puccetti Funds Management Inc. is owned by Peter Puccetti. Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D/A.
The principal business address of each of the Reporting Persons is 132 Trafalgar Road, Oakville, Ontario L6J 3G5.
The principal business of Goodwood Fund is maximizing the total return of its investments through the purchase and sale of exchange listed and/or over-the-counter quoted securities. The majority of the Goodwood Fund's activities involve the purchase and ale of common stock, primarily of North American issuers. The principal business of Goodwood Inc. is serving as the investment manager of the Goodwood Fund and other investment funds and managed accounts. The principal occupation of Mr. Puccetti is serving as the Chairman and Chief Investment Officer of Goodwood Inc. The principal business of Puccetti Funds Management Inc. is to hold Mr. Puccetti's interest in Goodwood Inc.
No Reporting Person has, during the last five years, been party to as civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Each of Goodwood Fund, Goodwood Inc. and Puccetti Funds Management Inc. is organized under the laws of Ontario. Mr. Puccetti is a citizen of Canada.
The Shares reported herein were purchased with working capital of Goodwood Fund and Puccetti Funds Management Inc (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. An aggregate of approximately $1,624,784, including brokerage commissions, was used to acquire the Shares reported herein.
See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Shares and percentages of the Shares beneficially owned by each Reporting Person. The aggregate percentage of Shares reported to be beneficially owned by each Reporting Person is based upon 3,123,513 Shares outstanding as of November 6, 2024, as reported in the Issuer's Report on Form 6-K, filed with the Securities and Exchange Commission on November 12, 2024.
See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
The transactions in the Shares effected by the Reporting Persons during the past sixty (60) days are set forth on Schedule A and are incorporated herein by reference.
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
Not applicable.
On December 19, 2024, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D/A with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
Exhibit 99.1 Joint Filing Agreement. Exhibit 99.2 Letter dated December 19, 2024 from Goodwood, Inc. to Cosciens BioPharma Inc