Conexeu Sciences sells $4M of shares and warrants

A late resale Form S-1 filing would require cash damages equal to 2.0% of the subscriber's aggregate subscription price paid.

Rhea-AI Filing Summary

Conexeu Sciences Inc. issued 1,333,333 Units on October 15, 2026, at $3.00 each for gross proceeds of $3,999,999. Each Unit contains one common share and one warrant to buy one share at $3.00, exercisable for 24 months from issuance. The company also issued 250,000 Special Warrants at $3.00 each for gross proceeds of $750,000; each automatically converts into one share and one warrant upon the earlier of receipt by the British Columbia Securities Commission of the final Canadian prospectus qualifying their distribution in British Columbia or February 16, 2027. The company intends to use the proceeds for working capital and general corporate purposes.

Subscriptions by management and directors for 83,334 Units remain in escrow pending stockholder approval; if approved, $250,002 will be released to the company, and otherwise the funds will be returned. From September 14 through October 15, 2026, Conexeu reported issuing 1,290,000 shares, 1,333,333 Units and 250,000 Special Warrants, which it said collectively exceeded 5% of its issued and outstanding common shares since its last periodic report. Conexeu agreed to file a continuous resale Form S-1 for the shares and Warrant Shares by the 35th calendar day following October 15, 2026, excluding affiliate-held shares.

Filing Explained

Missing the agreed resale-registration deadline triggers cash damages equal to two percent of the subscriber’s paid subscription price.

The filing reports completed performance-warrant exercises that issued 750,000 shares on September 25, 2026 and 500,000 shares on September 14, 2026; issuing those shares increases the share count and reduces existing holders’ percentage ownership absent offsets.

If the company misses the agreed Form S-1 filing deadline—the 35th calendar day following October 15, 2026—it must pay the subscriber cash damages equal to 2.0% of that subscriber’s aggregate subscription price paid.

Certain subscribers also have 4.99% or 9.99% beneficial-ownership limits on Warrant Shares issuable upon exercise.

The two exercises generated $750 and $500 in proceeds, respectively.

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

Common shares issued: 1,290,000 shares Units issued: 1,333,333 Units Unit price: $3.00 per Unit +5 more

8 metrics

Common shares issued 1,290,000 shares September 14 through October 15, 2026

Units issued 1,333,333 Units October 15, 2026 private placement

Unit price $3.00 per Unit October 15, 2026 private placement

Unit gross proceeds $3,999,999 October 15, 2026 private placement

Special Warrants issued 250,000 Special Warrants October 15, 2026 private placement

Special Warrant gross proceeds $750,000 October 15, 2026 private placement

Warrant exercise price $3.00 per Warrant Share Warrants included in the Units

Warrant exercise period 24 months From the date of issuance

Key Terms

Special Warrant, Warrant Share, Rule 415, beneficial ownership limitations, +1 more

5 terms

Special Warrant financial

"each, a "Special Warrant""

A special warrant is a conditional security that promises future equity or the right to buy shares once a specified event or regulatory approval occurs. Think of it as a ticket that only converts into actual stock or stock options when a trigger happens; until then it carries no voting power or ordinary shareholder rights. Investors care because conversion changes the number of shares outstanding and can dilute ownership, affect control and alter potential returns.

Warrant Share financial

"to purchase one share of common stock (each, a "Warrant Share")"

A warrant share is an ordinary share of a company that an investor receives when they exercise a warrant — a tradable certificate that gives the holder the right to buy a share at a set price in the future. Think of a warrant as a coupon that can be redeemed for a product (a share); when redeemed it increases the total shares outstanding, which can dilute existing ownership but also brings cash into the company. Investors watch warrant shares because their exercise affects earnings per share, ownership percentages, and the company’s cash position.

Rule 415 regulatory

"on a continuous basis pursuant to Rule 415"

Rule 415 is a U.S. Securities and Exchange Commission regulation that lets a company register securities ahead of time and then offer them for sale in pieces over an extended period under a “shelf” registration, so offerings can be launched quickly when market conditions suit the issuer. For investors, it signals that management has a ready way to raise capital fast—useful for seizing opportunities but potentially dilutive to existing shareholders, like a company pre-loading a credit line it can tap as needed.

beneficial ownership limitations regulatory

"beneficial ownership limitations of either 4.99% or 9.99%"

Beneficial ownership limitations are rules or contractual caps that restrict how much of a company’s stock an individual or entity can be treated as owning or controlling for legal, regulatory or corporate-governance purposes. They matter to investors because such limits affect voting power, reporting obligations, takeover risk and the ability to increase a stake — like an elevator weight limit or a lane divider that prevents any one car from taking over the whole road.

liquidated damages financial

"as partial liquidated damages and not as a penalty"

A pre-agreed sum that one party must pay if it breaks a contract, chosen so both sides avoid arguing over the exact amount of loss later. Think of it like a fixed cancellation fee for a reservation: it makes potential costs predictable. For investors, liquidated damages matter because they create a known financial liability that can affect cash flow, contract risk, balance-sheet exposure and deal valuations.

FAQ

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

How much did CNXU raise in the October 15 private placement?

Conexeu reported gross proceeds of $3,999,999 from issuing 1,333,333 Units at $3.00 each and $750,000 from issuing 250,000 Special Warrants at $3.00 each. The Special Warrants were issued to two accredited investors who are Canadian persons.

What does each CNXU Unit include?

Each Unit includes one common share and one warrant to purchase one common share at $3.00 per Warrant Share. The warrant is exercisable for 24 months from its date of issuance.

When do CNXU's Special Warrants convert?

Each Special Warrant automatically converts into one share and one warrant upon the earlier of the British Columbia Securities Commission receipting the final Canadian prospectus qualifying the distribution in British Columbia or February 16, 2027.

Have CNXU's management and director subscriptions been issued?

No. The 83,334 Units subscribed for by members of management and the Board of Directors remain in escrow pending stockholder approval under Nasdaq Listing Rule 5635(c). If approval is obtained, the shares and warrants will be issued and $250,002 released to the company; otherwise the funds will be returned.

When is CNXU's resale Form S-1 due, and what happens if it is late?

Conexeu agreed to file the Form S-1 by the 35th calendar day following October 15, 2026. If it misses that deadline, it must pay each subscriber cash damages equal to 2.0% of the aggregate subscription price paid, as partial liquidated damages and not as a penalty.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 2026-10-15 0002066836 Conexeu Sciences Inc. 0002066836 2026-10-15 2026-10-15

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): October 15, 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 September 14, 2026 through October 15, 2026, Conexeu Sciences Inc. (the "Company") has issued an aggregate of (i) 1,290,000 unregistered shares of common stock, (ii) 1,333,333 units (each, a "Unit"), with each Unit consisting of one unregistered share of common stock and one unregistered common stock purchase warrant, and (iii) 250,000 special warrants (each, a "Special Warrant"), whereby each Special Warrant shall automatically be converted into Units comprised of one unregistered share of common stock and one unregistered common stock purchase warrant upon the earlier of one of two conditions being satisfied, 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 issuances is set forth below.

On October 15, 2026, the Company issued 1,333,333 Units to three accredited investors at a price of $3.00 per Unit pursuant to the closing of a private placement for gross proceeds of $3,999,999. Each Unit consists of one share of common stock (a "Share") and one common stock purchase warrant (each, a "Warrant") to purchase one share of common stock (each, a "Warrant Share") at a price of $3.00 per Warrant Share, exercisable for 24 months from the date of issuance. The Company intends to use the proceeds for working capital and general corporate purposes. The Company relied upon 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 two accredited investors that are U.S. persons 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 one accredited investor that is a non-U.S. person. The Shares and the Warrants are "restricted securities" as defined in Rule 144(a)(3) under the Securities Act.

As part of the same private placement that closed on October 15, 2026, the Company received subscriptions from certain members of management and the Board of Directors for 83,334 Units at a price of $3.00 per Unit for gross proceeds of $250,002; however, neither the Units nor the Shares and Warrants comprising the Units have been issued and the funds 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 Shares and the Warrants will be issued to the certain members of management and certain directors, and the $250,002 will be released to the Company. If stockholder approval is not obtained, the Shares and Warrants will not be issued to the management and director subscribers and the escrowed funds will be returned to them. If stockholder approval is obtained, the Company will rely upon the exemption from the registration requirements of the Securities Act provided by Rule 506(b) of Regulation D under the Securities Act for the issuance to one member of management and a director who is 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 other member of management and a director who is a non-U.S. person. Any Shares and Warrants, if issued, will be issued as "restricted securities" as defined in Rule 144(a)(3) under the Securities Act.

Also, as part of the same private placement that closed on October 15, 2026, the Company issued 250,000 Special Warrants instead of Units to two accredited investors that are Canadian persons at a price of $3.00 per Special Warrant for gross proceeds of $750,000. 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 the underlying Shares and Warrants in British Columbia, Canada is receipted by the British Columbia Securities Commission, and (b) February 16, 2027 (being the date that is four months and a day following October 15, 2026). The Company intends to use the proceeds for working capital and general corporate purposes. 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 to the two accredited investors that are non-U.S. persons. The Special Warrants, and the underlying Shares and Warrants are "restricted securities" as defined in Rule 144(a)(3) under the Securities Act.

- 2 -

Pursuant to the private placement that closed on October 15, 2026, the Company has agreed to file with the Securities and Exchange Commission a Form S-1 registration statement (the "Form S-1") covering the resale of the Shares and the Warrant Shares to be made on a continuous basis pursuant to Rule 415, except that the Company shall not be required to register any Shares and Warrant Shares held by affiliates of the Company. The Form S-1 shall be filed no later than the 35^th calendar day following October 15, 2026 (the "Filing Deadline"). If the Form S-1 is not filed by the Filing Deadline, then the Company shall pay to the subscriber an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate subscription price paid by the subscriber in the private placement.

Certain subscribers in the private placement that closed on October 15, 2026 have beneficial ownership limitations of either 4.99% or 9.99% with respect to the Warrant Shares issuable upon exercise of the Warrants.

On October 5, 2026, the Company issued 33,500 shares of common stock to a consultant at a deemed price of $3.57 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 29, 2026, the Company issued 1,667 shares of common stock to a consultant at a deemed price of $3.77 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 25, 2026, the Company issued 750,000 shares of common stock to an individual at a price of $0.001 per share pursuant to the exercise of 750,000 performance common stock purchase warrants, which had vested, for gross proceeds of $750. 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 to the individual who is a non-U.S. person. The shares are "restricted securities" as defined in Rule 144(a)(3) under the Securities Act.

On September 22, 2026, the Company issued an aggregate of 6,500 shares of common stock to two consultants at a deemed price of $4.75 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 September 14, 2026, the Company issued 500,000 shares of common stock to an individual at a price of $0.001 per share pursuant to the exercise of 500,000 performance common stock purchase warrants, which had vested, for gross proceeds of $500. 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 to the individual who is a non-U.S. person. The shares are "restricted securities" as defined in Rule 144(a)(3) under the Securities Act.

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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.
DATE:  October 20, 2026	By:	/s/ Stephen Inouye
		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