Conexeu Sciences (CNXU) logs $62,725 Rule 506(b) equity issuance for services

Rhea-AI Filing Summary

Conexeu Sciences Inc., a Nevada biotechnology corporation, reported a private equity issuance under Regulation D, claiming the Rule 506(b) exemption. This new notice covers a completed offering in which the company sold 6,500 shares of its equity at a deemed price of $9.65 per share, for an aggregate value of $62,725, as payment for consulting services rather than for cash. The first sale occurred on July 23, 2026, and the total remaining to be sold is listed as $0, indicating the offering is fully subscribed. No finders’ fees were paid in connection with this transaction.

Filing Explained

The offering adds 6,500 equity shares issued as payment for consulting services. Absent offsetting changes, the increased share count reduces existing holders’ percentage ownership.

Key Figures

Total amount sold: $62,725 USD Total remaining to be sold: $0 USD Shares issued: 6,500 shares +3 more

6 metrics

Total amount sold $62,725 USD Aggregate value of securities sold in the exempt offering

Total remaining to be sold $0 USD Indicates the offering is fully sold

Shares issued 6,500 shares Equity issued as payment for consulting services

Deemed share price $9.65 per share Valuation used to calculate the total offering amount

First sale date 2026-07-23 Date of first sale in this exempt offering

Exemption claimed Rule 506(b) Regulation D exemption used for the private offering

Key Terms

Regulation D, Rule 506(b), covered securities, Investment Company Act of 1940, +1 more

5 terms

Regulation D regulatory

"if the issuer is claiming a Regulation D exemption for the offering"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Rule 506(b) regulatory

"Rule 506(b) is selected as the federal exemption claimed"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

covered securities regulatory

"if the securities that are the subject of this Form D are "covered securities""

Investment Company Act of 1940 regulatory

"registered as an investment company under the Investment Company Act of 1940"

A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.

Health Care – Biotechnology financial

"Industry Group lists Health Care with Biotechnology selected"

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Available on EDGAR 07/31/2026 - 08:03 AM Accepted by SEC EDGAR 07/30/2026 - 08:02 PM Learn about SEC filing dates

FAQ

What type of securities is Conexeu Sciences Inc. (CNXU) offering under this Form D?

Conexeu Sciences Inc. is offering equity securities under an exempt private offering. The filing states the offering consists of equity, with 6,500 shares issued as payment for consulting services.

What exemption from registration does Conexeu Sciences Inc. (CNXU) rely on in this offering?

The company relies on the Regulation D Rule 506(b) exemption. This allows Conexeu Sciences Inc. to conduct a private offering of securities without full SEC registration, subject to the specific conditions of Rule 506(b).

How large is the Conexeu Sciences Inc. (CNXU) exempt equity offering?

The offering totals $62,725 in value. This represents 6,500 shares at a deemed price of $9.65 per share, issued to satisfy obligations for consulting services rather than raising new cash.

When did Conexeu Sciences Inc. (CNXU) first sell securities in this exempt offering?

The first sale in this offering occurred on July 23, 2026. The filing identifies the notice as a new filing and reports that the total remaining amount to be sold is $0, indicating completion.

Did Conexeu Sciences Inc. (CNXU) pay any finders’ fees in this Form D offering?

No, the filing reports $0 in finders’ fees. This means Conexeu Sciences Inc. did not incur finder-related expenses in connection with this $62,725 exempt equity issuance for consulting services.

What is the business focus and location of Conexeu Sciences Inc. (CNXU)?

Conexeu Sciences Inc. is classified in the Health Care – Biotechnology industry group. Its principal place of business is listed as 50 West Liberty Street, Suite 880, Reno, Nevada 89501.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0002066836

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Conexeu Sciences Inc.

Jurisdiction of Incorporation/Organization

NEVADA

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2022
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Conexeu Sciences Inc.
Street Address 1		Street Address 2
50 WEST LIBERTY STREET, SUITE 880
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
RENO	NEVADA	89501	424-333-5622

3. Related Persons

Last Name	First Name	Middle Name
BOGART	DAVID	R
Street Address 1	Street Address 2
50 WEST LIBERTY STREET, SUITE 880
City	State/Province/Country	ZIP/PostalCode
RENO	NEVADA	89501

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
HARRISON	MILES
Street Address 1	Street Address 2
50 WEST LIBERTY STREET, SUITE 880
City	State/Province/Country	ZIP/PostalCode
RENO	NEVADA	89501

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
FARBERG	AARON
Street Address 1	Street Address 2
50 WEST LIBERTY STREET, SUITE 880
City	State/Province/Country	ZIP/PostalCode
RENO	NEVADA	89501

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
INOUYE	STEPHEN	D
Street Address 1	Street Address 2
50 WEST LIBERTY STREET, SUITE 880
City	State/Province/Country	ZIP/PostalCode
RENO	NEVADA	89501

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
CHAVEZ-MUNOZ	CLAUDIA
Street Address 1	Street Address 2
50 WEST LIBERTY STREET, SUITE 880
City	State/Province/Country	ZIP/PostalCode
RENO	NEVADA	89501

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
SHARPE	JEFF
Street Address 1	Street Address 2
50 WEST LIBERTY STREET, SUITE 880
City	State/Province/Country	ZIP/PostalCode
RENO	NEVADA	89501

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
LORENC	Z	PAUL
Street Address 1	Street Address 2
50 WEST LIBERTY STREET, SUITE 880
City	State/Province/Country	ZIP/PostalCode
RENO	NEVADA	89501

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
PURCELL	SEBASTIAN
Street Address 1	Street Address 2
50 WEST LIBERTY STREET, SUITE 880
City	State/Province/Country	ZIP/PostalCode
RENO	NEVADA	89501

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
PILCHER	BRIAN
Street Address 1	Street Address 2
50 WEST LIBERTY STREET, SUITE 880
City	State/Province/Country	ZIP/PostalCode
RENO	NEVADA	89501

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
COSTA	ANDREW
Street Address 1	Street Address 2
50 WEST LIBERTY STREET, SUITE 880
City	State/Province/Country	ZIP/PostalCode
RENO	NEVADA	89501

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
BURKE	APRIL
Street Address 1	Street Address 2
50 WEST LIBERTY STREET, SUITE 880
City	State/Province/Country	ZIP/PostalCode
RENO	NEVADA	89501

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
BASTIANI-POSNER	ANA
Street Address 1	Street Address 2
50 WEST LIBERTY STREET, SUITE 880
City	State/Province/Country	ZIP/PostalCode
RENO	NEVADA	89501

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	X Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2026-07-23				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$62,725	USD	or Indefinite
Total Amount Sold	$62,725	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

Total Offering Amount represents the price of 6,500 shares at a deemed price of $9.65 per share, issued as payment for consulting services.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

2

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Conexeu Sciences Inc.	/s/ Stephen Inouye	Stephen Inouye	CFO	2026-07-30

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.