COSCIENS Biopharma Inc (CSCI)

[Doktornolittle]

http://www.sec.gov/Archives/edgar/data/1113423/000111342315000010/0001113423-15-000010-index.htm

2 EXHIBIT 99.1 q1-2015xex991.htm EX-99.1 1027583

There were 2 6K's filed on May 7. For the controversy at hand, look at the later, the top one. Go down to the second file in the file list, q1-2015xex991.htm. That is where you will find the very special deal the CEO made with the B warrant holders. Those are magic warrants now.

The language for deal is criminally deceptive. Unwrap the layers of BS, one by one, then do the math. Know that the shares corresponding to the warrant that gets referenced twice is simply the number 2. That is, 2 shares for 1 warrant.

By my calcs, the math simplifies to the following:

For 1ea B warrant and 62 cents you get N common shares where N = $2.28/(RSP). RSP here is a somewhat lowball estimate of the recent share price.

You will have paid .271 X that RSP for each share. That stays constant, regardless of how low the SP falls. You will always be able to convert at .271 x the RSP. What changes is the number of shares you will be able to get at that price for 1 warrant. If the RSP were to fall to 1 cent, for example, you will be able to convert that 1 B warrant into $2.28/.01 = 228 common shares, which will cost you 62 cents, not per share, but for all 228 shares combined, ie .271 cents per share.

I believe the intent is to effectively hand the float over to the owners of the B Warrants. It is up to the owners of the B warrants what they do... but at best, this de-risks a failure of the ovarian drug by effectively handing the float to those warrant holders if the drug fails and the share price plummets.

The bashers that have been telling you this were not bashers. So many bashers out there, hard to tell... but this time, they really were just trying to warn you.

But who knows. Maybe these B warrant holders will hang on to see if the Ovarian drug gets the nod to continue. Maybe the SP will recover if that happens and the warrant holders will not steal the float. Not sure I understand what all the possibilies are... except one. They can effectively take your shares from you any time. They could short the stock if necessary to get the snowball rolling... and then roll-up all your shares on the way down.

How so? How could they take the retailer's shares if the retailers refuse to sell? No problem. We are talking about dilution potential on an unlimited scale. They can dilute you out of your shares then do a massive reverse split. And that is surely what they intend to do if this Ovarian drug fails. Not sure what their plans are in the mean time.

How could this be legal? Apparently the only crimes the SEC cares about are crimes committed by women that on paper could defeat a Bush for the presidency. There are no fkng rules.