Conexeu issues 1.45M unregistered shares, warrants

Conexeu Sciences Inc. (CNXU) reported a series of unregistered equity issuances from June 18, 2026 through September 4, 2026 that in aggregate exceeded 5% of its outstanding common stock, triggering disclosure under Item 3.02.

Rhea-AI Filing Summary

Conexeu Sciences Inc. (CNXU) reported a series of unregistered equity issuances from June 18, 2026 through September 4, 2026 that in aggregate exceeded 5% of its outstanding common stock, triggering disclosure under Item 3.02. Over this period, the company issued 1,448,368 unregistered shares of common stock and 202,500 unregistered common stock purchase warrants under various consulting, marketing, director, and warrant exercise arrangements.

The largest single transaction occurred on September 4, 2026, when Conexeu issued 762,608 shares upon warrant exercises at $2.30 per share for $1,753,998.40 in gross proceeds, which it intends to use for working capital and general corporate purposes. Additional issuances included cashless and low‑priced warrant exercises and share grants to consultants and directors at deemed prices between $0.001 and $13.96 per share. All securities were issued as "restricted securities" in reliance on private offering exemptions, primarily Rule 506(b) of Regulation D, Section 4(a)(2), and Rule 903(b) of Regulation S.

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, or exhibit attachments filed with this report.

Key Figures

Aggregate unregistered common shares issued: 1,448,368 shares Unregistered common stock purchase warrants issued: 202,500 warrants September 4, 2026 warrant exercise proceeds: $1,753,998.40 +4 more

7 metrics

Aggregate unregistered common shares issued 1,448,368 shares From June 18, 2026 through September 4, 2026

Unregistered common stock purchase warrants issued 202,500 warrants From June 18, 2026 through September 4, 2026

September 4, 2026 warrant exercise proceeds $1,753,998.40 762,608 shares exercised at $2.30 per share

September 4, 2026 warrant exercise shares 762,608 shares Issued under warrant exercise incentive program

June 18, 2026 incentive warrant exercise proceeds approximately $162,202.50 202,500 shares issued upon warrant exercise

June 18, 2026 performance warrant exercise shares 250,000 shares Exercised at $0.001 per share for $250

Range of deemed share prices in compensation issuances $2.30–$13.96 per share Consultant and director share grants between June and August 2026

Key Terms

Rule 506(b) of Regulation D, Rule 903(b) of Regulation S, restricted securities, warrant exercise incentive program, +1 more

5 terms

Rule 506(b) of Regulation D regulatory

"The Company relied upon the exemption from the registration requirements of the Securities Act provided by Rule 506(b) of Regulation D"

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.

Rule 903(b) of Regulation S regulatory

"upon the exclusion from the registration requirements of the Securities Act provided by Rule 903(b) of Regulation S"

restricted securities regulatory

"The shares are "restricted securities" as defined in Rule 144(a)(3) under the Securities Act"

Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.

warrant exercise incentive program financial

"warrants issued as part of the Company's warrant exercise incentive program (the "Incentive Program")"

Item 3.02 Unregistered Sales of Equity Securities regulatory

"Item 3.02 Unregistered Sales of Equity Securities From June 18, 2026 through September 4, 2026"

FAQ

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

What did CNXU disclose in this Form 8-K about new equity issuances?

Conexeu Sciences disclosed that from June 18 to September 4, 2026 it issued 1,448,368 unregistered common shares and 202,500 unregistered warrants under various agreements and warrant exercises, exceeding 5% of its outstanding common stock and requiring an Item 3.02 disclosure.

How much capital did CNXU raise in the September 4, 2026 warrant exercise?

On September 4, 2026 Conexeu issued 762,608 common shares on warrant exercise at $2.30 per share, generating $1,753,998.40 in gross proceeds. The company states it intends to use these proceeds for working capital and general corporate purposes.

What exemptions from registration did CNXU rely on for these issuances?

Conexeu relied mainly on Rule 506(b) of Regulation D and Section 4(a)(2) of the Securities Act for U.S. persons, and Rule 903(b) of Regulation S for non-U.S. persons. All issued shares and warrants are described as "restricted securities" under Rule 144(a)(3).

Did CNXU issue securities as compensation to consultants or directors?

Yes. Between June and September 2026, Conexeu issued multiple blocks of common shares, such as 70,000 shares and 21,500 shares on certain dates, to consultants and directors under consulting, marketing, and board agreements at deemed prices ranging roughly from $2.30 to $13.96 per share.

What warrant-related transactions did CNXU report on June 18, 2026?

On June 18, 2026 Conexeu issued 202,500 common stock purchase warrants and 202,500 common shares upon exercise of outstanding warrants in its incentive program for gross proceeds of approximately $162,202.50, plus 250,000 shares on exercise of performance warrants at $0.001 per share for $250 in proceeds.

How will CNXU use the cash proceeds from these warrant exercises?

Conexeu states that gross proceeds of $1,753,998.40 from the September 4, 2026 warrant exercises and approximately $162,202.50 from the June 18, 2026 incentive warrant exercises are intended to be used for working capital and general corporate purposes.

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false 2026-09-04 0002066836 Conexeu Sciences Inc. 0002066836 2026-09-04 2026-09-04

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): September 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 filing 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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 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 Sales of Equity Securities

From June 18, 2026 through September 4, 2026, Conexeu Sciences Inc. (the "Company") has issued an aggregate of 1,448,368 unregistered shares of common stock and 202,500 unregistered common stock purchase warrants pursuant to various agreements and the exercise of outstanding common stock purchase warrants, which, in the aggregate, exceeded 5% of the Company's issued and outstanding shares of common stock since its last periodic report filed with the Securities and Exchange Commission, thereby necessitating this disclosure under Item 3.02 of Form 8-K. Information regarding each of the issuance is set forth below.

On September 4, 2026, the Company issued 762,608 shares of common stock to one individual and three entities pursuant to the exercise of warrants issued as part of the Company's warrant exercise incentive program (the "Incentive Program"), at an exercise price of US$2.30 per share for gross proceeds of $1,753,998.40. The Company intends to use the proceeds for working capital and general corporate purposes. The shares were issued pursuant to the exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act"), provided by Rule 506(b) of Regulation D under the Securities Act for the issuance to a U.S. person and pursuant to the exclusion from the registration requirements of the Securities Act provided by Rule 903(b) of Regulation S promulgated under the Securities Act to the non-U.S. persons. The shares are "restricted securities" as defined in Rule 144(a)(3) under the Securities Act.

On September 1, 2026, the Company issued 1,667 shares of common stock to a consultant at a deemed price of $7.07 per share pursuant to the terms of a consulting services agreement. The Company relied upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated under the Securities Act with respect to the issuance of such shares to the U.S. person. The shares are "restricted securities" as defined in Rule 144(a)(3) under the Securities Act.

On September 1, 2026, the Company issued 33,500 shares of common stock to a consultant at a deemed price of $7.175 per share pursuant to the terms of a consulting services agreement. The Company relied upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated under the Securities Act with respect to the issuance of such shares to the U.S. person. The shares are "restricted securities" as defined in Rule 144(a)(3) under the Securities Act.

On August 24, 2026, the Company issued 6,500 shares of common stock to two entities at a deemed price of $8.89 per share pursuant to the terms of consulting agreements. The Company relied upon the exemption from the registration requirements of the Securities Act provided by Rule 506(b) of Regulation D for the issuance of shares to the two consultants that are U.S. persons. The shares are "restricted securities" as defined in Rule 144(a)(3) under the Securities Act.

On August 24, 2026, the Company issued 3,658 shares of common stock at a deemed price of $2.30 per share pursuant to the board member agreement and a medical advisory board agreement entered into by the Company and a director, each dated October 23, 2025. The Company relied upon the exemption from the registration requirements of the Securities Act provided by Rule 506(b) of Regulation D for the issuance of the shares to the director who is a U.S. person. The shares are "restricted securities" as defined in Rule 144(a)(3) under the Securities Act.

On August 24, 2026, the Company issued 1,601 shares of common stock at a deemed price of $13.96 per share pursuant to the board member agreement and a medical advisory board agreement entered into by the Company and a director, each dated October 23, 2025. The Company relied upon the exemption from the registration requirements of the Securities Act provided by Rule 506(b) of Regulation D for the issuance of the shares to the director who is a U.S. person. The shares are "restricted securities" as defined in Rule 144(a)(3) under the Securities Act.

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On July 30, 2026, the Company issued 1,667 shares of common stock to a consultant at a deemed price of $7.79 per share pursuant to the terms of a consulting services agreement. The Company relied upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated under the Securities Act with respect to the issuance of such shares to the U.S. person. The shares are "restricted securities" as defined in Rule 144(a)(3) under the Securities Act.

On July 23, 2026, the Company issued 21,500 shares of common stock to three entities at a deemed price of $9.34 per share pursuant to the terms of consulting agreements. The Company relied upon the exemption from the registration requirements of the Securities Act provided by Rule 506(b) of Regulation D for the issuance of shares to two consultants that are U.S. persons, and upon the exclusion from the registration requirements of the Securities Act provided by Rule 903(b) of Regulation S for the issuance of shares to one consultant that is a non-U.S. person. The shares are "restricted securities" as defined in Rule 144(a)(3) under the Securities Act.

On July 23, 2026, the Company issued 70,000 shares of common stock to a consultant at a deemed price of $9.34 per share pursuant to the terms of a marketing agreement. The Company relied upon the exclusion from the registration requirements of the Securities Act provided by Rule 903(b) of Regulation S promulgated under the Securities Act with respect to the issuance of such shares of common stock to the consultant that is a non-U.S. person. The shares are "restricted securities" as defined in Rule 144(a)(3) under the Securities Act.

On June 29, 2026, the Company issued 1,667 shares of common stock to a consultant at a deemed price of $10.96 per share pursuant to the terms of a consulting services agreement. The Company relied upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated under the Securities Act with respect to the issuance of such shares to the U.S. person. The shares are "restricted securities" as defined in Rule 144(a)(3) under the Securities Act.

On June 23, 2026, the Company issued 70,000 shares of common stock to a consultant at a deemed price of $12.18 per share pursuant to the terms of a marketing agreement. The Company relied upon the exclusion from the registration requirements of the Securities Act provided by Rule 903(b) of Regulation S promulgated under the Securities Act with respect to the issuance of such shares of common stock to the consultant that is a non-U.S. person. The shares are "restricted securities" as defined in Rule 144(a)(3) under the Securities Act.

On June 22, 2026, the Company issued an aggregate of 21,500 shares of common stock to three entities at a deemed price of $13.28 per share pursuant to the terms of consulting agreements. The Company relied upon the exemption from the registration requirements of the Securities Act provided by Rule 506(b) of Regulation D for the issuance of shares to two consultants that are U.S. persons, and upon the exclusion from the registration requirements of the Securities Act provided by Rule 903(b) of Regulation S for the issuance of shares to one consultant that is a non-U.S. person. The shares are "restricted securities" as defined in Rule 144(a)(3) under the Securities Act.

On June 18, 2026, the Company issued 202,500 common stock purchase warrants, and 202,500 shares of common stock upon the exercise of a like number of issued and outstanding common stock purchase warrants that were subject to the Incentive Program for gross proceeds of approximately $162,202.50. The Company intends to use the proceeds for general working capital purposes. Such warrants and such shares of common stock issued upon exercise of warrants were issued by the Company in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 506(b) of Regulation D promulgated under the Securities Act to the U.S. person. The warrants and shares are "restricted securities" as defined in Rule 144(a)(3) under the Securities Act.

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On June 18, 2026, the Company issued 250,000 shares of common stock to an entity at price of $0.001 per share pursuant to the exercise of 250,000 performance common stock purchase warrants, which had vested, for gross proceeds of $250. The Company relied upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated under the Securities Act with respect to the issuance of such shares to the U.S. person. The shares are "restricted securities" as defined in Rule 144(a)(3) under the Securities Act.

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)

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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.
	By:	/s/ Stephen Inouye
DATE:  September 10, 2026		Stephen Inouye CFO, Secretary and Treasurer

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Filing Exhibits & Attachments

5 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 4.4 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT 690 B
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 21.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 45.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 24.2 KB