Conexeu Sciences (NASDAQ: CNXU) issues shares through warrant incentive and performance exercises

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Conexeu Sciences Inc. reported the cash exercise of common stock purchase warrants and related share issuances. On June 4, 2026, the company issued 416,667 common shares for gross proceeds of about $166,667 under a warrant exercise incentive program and granted 416,667 new Incentive Warrants.

The Incentive Warrants allow holders to buy one additional share each at $2.30 for 36 months. After this exercise, 410,338 Program Warrants remained outstanding and common shares outstanding were 26,658,330. On June 8, 2026, Conexeu issued 100,000 Performance Warrant Shares at $0.001 per share, raising $100 and bringing total common shares outstanding to 26,758,330.

8-K Event Classification

2 items: 3.02, 9.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Warrant Shares issued: 416,667 shares Gross proceeds from Warrant Shares: $166,667 Program Warrants targeted: 5,733,226 warrants +6 more

9 metrics

Warrant Shares issued 416,667 shares Common stock issued on June 4, 2026 from warrant exercise

Gross proceeds from Warrant Shares $166,667 Cash received from exercise of 416,667 warrants

Program Warrants targeted 5,733,226 warrants Maximum outstanding common stock purchase warrants under Incentive Program

Program Warrants remaining 410,338 warrants Outstanding after June 4, 2026 warrant exercise

Incentive Warrant exercise price $2.30 per share Exercise price for each Additional Warrant Share

Incentive Warrant term 36 months Validity period from each Incentive Warrant’s issuance date

Shares outstanding after first exercise 26,658,330 shares Common stock outstanding after June 4, 2026 warrant exercise

Performance Warrant Shares issued 100,000 shares Common stock issued June 8, 2026 at $0.001 per share

Shares outstanding after Performance Warrants 26,758,330 shares Common stock outstanding after June 8, 2026 exercise

Key Terms

warrant exercise incentive program, Incentive Warrant, Regulation S, Section 4(a)(2), +2 more

6 terms

warrant exercise incentive program financial

"The Warrants were subject to a warrant exercise incentive program (the "Incentive Program") adopted by the Company"

Incentive Warrant financial

"one additional transferable common stock purchase warrant (each, an "Incentive Warrant") for each Program Warrant exercised"

Regulation S regulatory

"in reliance on the exclusion from the registration requirements of the U.S. Securities Act provided by Rule 903(b) of Regulation S"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

Section 4(a)(2) regulatory

"the Company relied upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 4(a)(2) thereof"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Rule 506(b) of Regulation D regulatory

"and Rule 506(b) of Regulation D thereunder for the issuance of such Performance Warrant Shares"

Rule 506(b) of Regulation D is a set of rules that allows companies to raise money from investors without having to register with the government, as long as they follow certain guidelines. It lets companies offer securities to a limited number of investors, often trusted or experienced ones, making it easier and quicker to raise funds compared to traditional methods. This rule matters to investors because it provides access to private investment opportunities that are generally less regulated but still require careful consideration.

performance common stock purchase warrants financial

"upon the exercise of a like number of issued and outstanding performance common stock purchase warrants (the "Performance Warrants")"

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Understanding 8-K Material Events →

06/09/2026 - 04:30 PM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 4, 2026

CONEXEU SCIENCES INC.
(Exact name of registrant as specified in its charter)

Nevada	001-43283	33-4814282
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

50 West Liberty Street, Suite 880,
Reno, Nevada, United States 89501
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (424) 333-5622

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbols		Name of each exchange on which registered
Common Stock		CNXU		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

__________

SECTION 3 - SECURITIES AND TRADING MARKETS

Item 3.02 Unregistered Sale of Equity Securities

Exercise of Common Stock Purchase Warrants and Warrant Exercise Incentive Program

On June 4, 2026, Conexeu Sciences Inc. (the "Registrant" or the "Company") issued 416,667 shares of common stock (the "Warrant Shares"), upon the exercise of a like number of issued and outstanding common stock purchase warrants (the "Warrants"), for gross proceeds of approximately $166,667. The Company intends to use the proceeds for general working capital purposes.

The Warrants were subject to a warrant exercise incentive program (the "Incentive Program") adopted by the Company with effect from October 31, 2025, in order to encourage the early exercise of up to 5,733,226 of the Company's outstanding common stock purchase warrants (the "Program Warrants").

Pursuant to the Incentive Program, the Company has offered as an inducement to each Program Warrant holder who exercises a Program Warrant not later than 4:00 p.m. Pacific time on June 30, 2026, one additional transferable common stock purchase warrant (each, an "Incentive Warrant") for each Program Warrant exercised. Each Incentive Warrant will entitle the holder thereof to purchase one additional share of common stock of the Company (each, an "Additional Warrant Share") for a period of 36 months from the date of issuance of such Incentive Warrant, at an exercise price of $2.30 per Additional Warrant Share.

On June 4, 2026, 416,667 Incentive Warrants were issued to the one Warrant holder. Following exercise of the Warrants, a total of 410,338 Program Warrants remain outstanding.

Subsequent to the exercise of the Warrants, there were 26,658,330 shares of common stock outstanding.

The Warrant Shares and Incentive Warrants were issued upon exercise of the Warrants in transactions exempt from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), in reliance on the exclusion from the registration requirements of the U.S. Securities Act provided by Rule 903(b) of Regulation S thereunder to the non-U.S. person.

The holder of the Program Warrants is among the selling security holders identified in the Registrant's registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the "SEC") pursuant to the U.S. Securities Act on November 28, 2025 (as amended, the "Registration Statement"), and declared effective by the SEC on May 11, 2026 (SEC File No. 333-291845). The Warrant Shares have been registered for resale pursuant to the Registration Statement.

The Additional Warrant Shares underlying the Incentive Warrants have not been and will not be registered under the U.S. Securities Act, or any state securities laws, and will only be issuable upon exercise of the Incentive Warrants in transactions that are exempt or excluded from the registration requirements of the U.S. Securities Act and applicable state securities laws.

- 2 -

Exercise of Performance Warrants

On June 8, 2026, the Company issued 100,000 shares of common stock (the "Performance Warrant Shares") at a price of $0.001 per share upon the exercise of a like number of issued and outstanding performance common stock purchase warrants (the "Performance Warrants"), for gross proceeds of $100. The Company relied upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder for the issuance of such Performance Warrant Shares to the individual who is a U.S. person.

Subsequent to the exercise of the Performance Warrants, there were 26,758,330 shares of common stock outstanding.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit		Description

104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

- 3 -

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CONEXEU SCIENCES INC.

DATE: June 9, 2026	By:	/s/ Stephen Inouye
		Stephen Inouye
		CFO, Secretary and Treasurer

- 4 -

Source: View Original Filing on SEC EDGAR

FAQ

What warrant exercises did Conexeu Sciences (CNXU) report in this 8-K?

Conexeu Sciences reported the exercise of 416,667 common stock purchase warrants on June 4, 2026, and 100,000 performance warrants on June 8, 2026. These exercises resulted in new share issuances, modest cash proceeds, and updated outstanding share counts disclosed in the filing.

How much cash did Conexeu Sciences (CNXU) receive from the warrant exercises?

Conexeu Sciences received approximately $166,667 from exercising 416,667 common stock warrants and $100 from exercising 100,000 performance warrants. The company stated it intends to use the larger warrant exercise proceeds for general working capital needs, supporting ongoing corporate and operational activities.

What are the key terms of Conexeu Sciences (CNXU) Incentive Warrants?

Each Incentive Warrant lets the holder purchase one additional common share at an exercise price of $2.30 for 36 months from issuance. These Incentive Warrants were granted one-for-one to holders who exercised Program Warrants under the company’s warrant exercise incentive program.

How did these transactions affect Conexeu Sciences (CNXU) shares outstanding?

After the June 4, 2026 warrant exercise, Conexeu Sciences had 26,658,330 common shares outstanding. Following the June 8, 2026 exercise of performance warrants, outstanding common shares increased further to 26,758,330, reflecting the additional 100,000 Performance Warrant Shares issued.

Were Conexeu Sciences (CNXU) new securities registered with the SEC?

The 416,667 Warrant Shares were registered for resale under an existing Form S-1 registration statement. The Incentive Warrants and their underlying Additional Warrant Shares, and the 100,000 Performance Warrant Shares, were issued in transactions relying on Regulation S, Section 4(a)(2), and Rule 506(b) exemptions.

Filing Exhibits & Attachments

5 documents