Conexeu Sciences Announces $5 Million Private Placement Led by Existing Shareholders, Management and Directors

The financing supports manufacturing and regulatory work, while $250,000 remains in escrow pending stockholder approval.

Rhea-AI Summary

Conexeu Sciences (CNXU) closed a private placement of approximately $5 million, with some management and director subscriptions awaiting stockholder approval. The financing comprises 1,666,667 units at $3.00 each, each containing one common share and one warrant exercisable at $3.00 per share for 24 months from issuance. Certain Canadian subscribers received special warrants instead. Management and director subscriptions of $250,000 remain in escrow pending stockholder approval; without approval, those funds will be returned and the related securities will not be issued.

Conexeu intends to fund manufacturing scale-up, regulatory testing and preclinical work supporting its planned first-quarter 2027 FDA 510(k) submission for Ten Minute Tissue, its wound care device candidate. Multiple scaled-up CXU batches met predefined company specifications in its October 6 update. No placement agent was engaged or commissions paid.

5 points · 0 major

MixediHow this balance works

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It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 3 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate pointPrivate placement closed for approximately $5 million, including subscriptions held in escrow. 4.9% of market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.Proceeds are intended for manufacturing scale-up, regulatory testing and preclinical work.
• Minor point. Forward-looking: it has not happened yet and may not happen.Conexeu remains on track for its planned first-quarter 2027 FDA 510(k) submission for Ten Minute Tissue.
• Minor pointMultiple scaled-up CXU batches met predefined company specifications, as reported in the October 6 update.
• Minor pointFinancing incurred no placement-agent commissions; no placement agent was engaged.

Negative

• Moderate pointFinancing comprises 1,666,667 units at $3.00 each, with common shares and warrants creating dilution.
• Minor point. Forward-looking: it has not happened yet and may not happen.Unit warrants permit additional share purchases at $3.00 per share for 24 months from issuance.
• Minor pointManagement and director subscriptions of $250,000 require stockholder approval before funds are released and securities issued.

News Explained

Placement shares and warrant exercise can dilute existing ownership; gross proceeds equal sixty-eight point one days of third-quarter operating cash outflow.

The placement’s share-and-warrant structure can increase the common-share count: shares issued under it add shares, and warrant exercise could add shares later, reducing existing holders’ percentage ownership absent offsetting changes. Conexeu has also agreed to file a registration statement covering resale of the placement shares and shares issuable upon warrant exercise.

For the quarter ended July 31, 2026, operating cash outflow was $6,758,998; the approximately $5 million gross placement equals 68.1 days of that outflow at the quarter’s rate. At that same quarterly rate, quarter-end cash and equivalents of $1,971,408 equaled 26.8 days of operating cash outflow.

Sources and calculations

• Conexeu Sciences Announces $5 Million Private Placement Led by Existing Shareholders, Management and Directors (2026-10-15)
• Dilution definition (version supplied)
• Conexeu Sciences third-quarter 2026 fundamentals (2026Q3)

• Offering gross against the last reported quarterly operating outflow, in days at that rate $5,000,000 / ($6,758,998 / 92) = 68.1 days
• Available liquidity against the last reported quarterly operating outflow, in days at that rate $1,971,408 / ($6,758,998 / 92) = 26.8 days

Key Figures

Private placement: $5 million Escrowed subscriptions: $250,000 Units: 1,666,667 units +4 more

Private placement

$5 million

Announced placement amount

Escrowed subscriptions

$250,000

Held pending required stockholder approval

Units

1,666,667 units

Each Unit consists of one common share and one warrant

Price per Unit

$3.00 per Unit

Private placement terms

Warrant exercise terms

$3.00 per share; 24 months

Exercise price and term from issuance

Special Warrant conversion date

Feb. 16, 2027

One of the stated automatic conversion triggers

Planned 510(k) submission

First quarter of 2027

Planned submission for the lead wound care device candidate

Historical Context

1 past event · Latest: Oct 06

1 event

1. Oct 06

   Manufacturing update

   24h Move

   +16.4%

   Reported scaled-up CXU batches met specifications and the planned 510(k) submission remained on track.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

private placement, warrant, 510(k), registration statement

4 terms

private placement financial

"closed a private placement of approximately $5 million"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

warrant financial

"one warrant to purchase one share of common stock"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

510(k) regulatory

"planned U.S. Food and Drug Administration (“FDA”) 510(k) premarket notification"

A 510(k) is a U.S. regulatory submission that a medical device maker uses to show a new device is as safe and effective as an already-approved device, allowing the regulator to clear it for sale rather than requiring the longer, more stringent approval process. For investors, a cleared 510(k) usually means lower regulatory risk and a faster path to market, which can speed revenue generation and reduce uncertainty—similar to proving a new appliance works like a trusted existing model.

registration statement regulatory

"agreed to file a registration statement with the U.S. Securities and Exchange Commission"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

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Financing involving participation from the CEO and Chief Commercial Officer, supports manufacturing scale-up, regulatory testing and preclinical work toward the Company’s planned FDA 510(k) submission in the first quarter of 2027

RENO, Nev., Oct. 15, 2026 (GLOBE NEWSWIRE) -- Conexeu Sciences Inc. (Nasdaq: CNXU) (“Conexeu” or the “Company”), a preclinical-stage medical device and regenerative medicine company advancing CXU™, an investigational tissue-restoration platform, today announced that it has closed a private placement of approximately $5 million (the “Private Placement”); however, $250,000 of subscriptions, from certain members of management and the Board of Directors, are being held in escrow pending approval by the Company’s stockholders as required under Nasdaq Listing Rule 5635(c). Upon receipt of the required stockholder approval, the securities will be issued to the certain members of management and certain directors, and the $250,000 will be released to the Company. If stockholder approval is not obtained, the escrowed funds will be returned to the management and director subscribers, and the securities will not be issued to them. The Private Placement consists of 1,666,667 units (each, a “Unit”) at a price of $3.00 per Unit, with each Unit consisting of one share of common stock (a “Share”) and one warrant (a “Warrant”) to purchase one share of common stock at an exercise price of $3.00 per share, exercisable for 24 months from the date of issuance. For certain Canadian subscribers, the Company has issued special warrants (“Special Warrants”) instead of Units at $3.00 per Special Warrant, whereby each Special Warrant shall automatically be converted (without any further action or payment on the part of the holder) into one Share and one Warrant upon the earlier of (a) the date on which the final Canadian prospectus qualifying the distribution of the Units and underlying Shares and Warrants in British Columbia, Canada is receipted by the British Columbia Securities Commission, and (b) Feb. 16, 2027 (being the date that is four months and a day following Oct. 15, 2026).

The Private Placement was led by existing shareholders, including members of Conexeu’s management team and certain directors, among them Miles Harrison, President, Chief Executive Officer and Director, and David Bogart, Chief Commercial Officer and Director.

Conexeu intends to use the net proceeds from the Private Placement for working capital and general corporate purposes, including but not limited to continued manufacturing scale-up, regulatory testing and preclinical work intended to support its planned U.S. Food and Drug Administration (“FDA”) 510(k) premarket notification for Ten Minute Tissue™, the Company’s lead wound care device candidate.

The financing follows the Company’s Oct. 6, 2026, program update, in which Conexeu reported that multiple scaled-up batches of CXU™ material met predefined Company specifications and that the Company remains on track to make its planned 510(k) submission in the first calendar quarter of 2027.

No placement agent was engaged, and no commissions were paid in connection with the Private Placement. The Company has agreed to file a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) covering the resale of the Shares and the shares of common stock issuable upon exercise of the Warrants (each, a “Warrant Share”). Additional information regarding the Private Placement will be included in a Current Report on Form 8-K to be filed with the SEC on EDGAR.

The Units, Special Warrants, Shares, Warrants and Warrant Shares (collectively, the “Securities”) have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws. Accordingly, the Securities of the Company may not be offered or sold in the United States or to, or for the benefit of, “U.S. persons” (as defined in Regulation S under the Securities Act) absent registration or an applicable exemption from such registration requirements of the Securities Act and applicable state securities laws. The Securities are “restricted securities” as defined in Rule 144(a)(3) under the Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any Securities, nor shall there be any sale of the Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Conexeu Sciences Inc.

Architecting Bioregeneration™. Conexeu Sciences is a preclinical-stage medical device and regenerative medicine company. Our patented extracellular matrix (ECM) platform, CXU™, is built on a single structural principle and is designed to support bioregeneration: one formula, one device, designed to scale across multiple addressable markets.

Conexeu is targeting large, multi-billion-dollar end markets, including wound care, periodontal applications, and facial and body tissue restoration, including the tissue changes that can follow GLP-1 weight loss, with further expansion opportunities in 3D printing and biofabrication workflows and the veterinary market. The Company is advancing a predicate-based U.S. regulatory strategy with an anticipated 510(k) submission in the first calendar quarter of 2027 for its initial indication, subject to regulatory review.

Conexeu is led by an experienced leadership team with deep expertise in biomaterials, regenerative medicine, and medical device commercialization and development.

About CXU™

CXU™ is designed to support soft tissue lost through injury, aging, and the tissue changes that can follow GLP-1 weight loss. The Company's lead device candidate, Ten Minute Tissue™, is a thermosensitive extracellular matrix (ECM) that remains fluid at room temperature and is designed to transition to a stable gel in situ at body temperature within approximately ten minutes. In preclinical research, Ten Minute Tissue™ has been characterized for host cell infiltration, vascular ingrowth, organized remodeling, and a low-inflammatory profile, conditions intended to support constructive remodeling. ^[1]

The platform is grounded in more than a decade of university preclinical research and protected by a multi-jurisdictional patent estate spanning more than 40 jurisdictions (U.S., EU, Japan, and Australia, with protection pending in Canada). Conexeu owns the platform IP, holding all rights, title, and interest, with no royalty or licensing obligations, and intends to expand across new indications and markets.

Sources

[1] Hartwell R., Leung V., Chavez-Munoz C., et al. A novel hydrogel-collagen composite improves functionality of an injectable extracellular matrix. Acta Biomaterialia (2011); 7; 3060-3069.

The cited study [1] is preclinical. Preclinical results are not necessarily predictive of clinical outcomes. Ten Minute Tissue™ is an investigational device and has not been cleared or approved by the U.S. Food and Drug Administration. The cited study did not evaluate CXU™ specifically in wound care indications; wound care applications represent the design-intent application of the underlying CXU™ platform, and supporting evidence in indication-specific preclinical models is being developed by the Company.

Trademarks. CXU™, Ten Minute Tissue™, and Architecting Bioregeneration™ are trademarks of Conexeu Sciences Inc.

Investor and Media Contacts:

Gateway Group
CNXU@Gateway-grp.com
949-574-3860

astr partners
josh.barer@astrpartners.com
908-578-6478

Safe Harbor Statement

Except for the statements of historical fact contained herein, the information presented in this news release constitutes “forward-looking statements” as such term is used in applicable United States securities laws. These statements relate to analysis and other information that are based on forecasts or future results, estimates of amounts not yet determinable, and assumptions of management, including, but not limited to, statements regarding the anticipated use of proceeds from the Private Placement, the expected receipt of stockholder approval and release of the escrowed subscription proceeds, the filing of a resale registration statement, regulatory pathway, submission timing, category development and platform expansion. Any other statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and should be viewed as “forward-looking statements”. We have based these forward-looking statements on our current expectations about future events or performance. While we believe these expectations are reasonable, such forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond our control. Our actual future results may differ materially from those discussed or implied in our forward-looking statements for various reasons. Factors that could contribute to such differences include, but are not limited to: international, national and local general economic and market conditions; demographic changes; the early-stage, preclinical nature of the Company's device candidates, including Ten Minute Tissue™, and the inherent uncertainty of preclinical and clinical development, including the possibility that preclinical results may not be predictive of clinical outcomes; preclinical study objectives described as met may not result in clinical benefit, regulatory clearance, or commercial success; the investigational status of CXU™, which is not cleared or approved for marketing in any jurisdiction, and that no assurance can be given that any such clearance or approval will be obtained; risks associated with the Company's planned 510(k) submission, including the possibility that the submission may not be completed within the anticipated first-quarter 2027 timeframe or at all; the risk that the FDA may not accept the 510(k) submission as filed, may request additional information, data, or testing, or may determine that the device is not substantially equivalent to the identified predicate device; the risk that marketing clearance for the CXU™ wound-care device may not be obtained, may be delayed, or may be subject to conditions or limitations that affect the Company's commercial plans; changes in FDA regulatory policy, guidance, or review standards applicable to 510(k) submissions or the Company's identified predicate devices; the ability of the Company to sustain, manage or forecast its growth; the ability of the Company to develop and commercialize its products; the ability of the Company to raise capital to complete its plans and fund its operations; the risk that stockholder approval required for the release of the escrowed subscription proceeds may not be obtained; the Company's ability to file a resale registration statement and have it declared effective in a timely manner; dilution to existing stockholders resulting from the Private Placement, including upon exercise of the warrants; the continued availability of key leadership personnel; adverse publicity; competition and changes in the advanced wound care market, medical aesthetics market and tissue engineering and reconstruction; fluctuations and difficulty in forecasting operating results; business disruptions, such as technological failures and/or cybersecurity breaches; and the other risks described in the Company's filings with the SEC, including under “Risk Factors” in its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. 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. Accordingly, readers should not place undue reliance on forward-looking statements contained in this news release and in any document referred to in this news release. The forward-looking statements included in this release are made only as of the date hereof. For forward-looking statements in this news release, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The Company assumes no obligation to update or supplement any forward-looking statements whether as a result of new information, future events or otherwise. This news release shall not constitute an offer to sell or the solicitation of any offer to buy our securities.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the terms of Conexeu Sciences' private placement?

The approximately $5 million private placement comprises 1,666,667 units priced at $3.00 each. Each unit contains one common share and one warrant to purchase a common share at $3.00, exercisable for 24 months from issuance. Certain Canadian subscribers received special warrants instead of units.

When does Conexeu Sciences plan to submit Ten Minute Tissue to the FDA?

Conexeu plans to submit its FDA 510(k) premarket notification in the first calendar quarter of 2027. The financing is intended to support manufacturing scale-up, regulatory testing and preclinical work toward that submission for its lead wound care device candidate, Ten Minute Tissue.

When do Conexeu Sciences' Canadian special warrants convert?

Each special warrant automatically converts into one common share and one warrant on the earlier of the British Columbia Securities Commission receipting the final Canadian prospectus qualifying the distribution or February 16, 2027. Conversion requires no further action or payment by the holder.