{"url_path":"/sec/cnxu/8-k/2026-05-15/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sale of Equity Securities**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2066836/0001062993-26-002703-index.html","accession_number":"0001062993-26-002703","cik":"0002066836","ticker":"CNXU","issuer_name":"Conexeu Sciences Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2066836/0001062993-26-002703-index.html","primary_entity_key":"0002066836","primary_entity_name":"Conexeu Sciences Inc."},"word_count":857,"has_tables":true,"body_markdown":"**Item 3.02 Unregistered Sale of Equity Securities**\n\nExercise of Common Stock Purchase Warrants and Warrant Exercise Incentive Program\n\nOn May 12, 2026, Conexecu Sciences Inc. (the \"**Registrant**\" or the \"**Company**\") issued an aggregate of 4,342,648 shares of common stock (the \"**Warrant Shares**\"), par value $0.001 per Warrant Share, upon the exercise of a like number of issued and outstanding common stock purchase warrants (the \"**Warrants**\"), for aggregate gross proceeds of approximately $1,963,967. The Company intends to use the proceeds for general working capital purposes. \n\nThe respective exercise prices of the Warrants were as follows:\n\n**No. of WarrantsExercised**\n** **\n \n**Exercise Price perWarrant Share**\n \n \n**Gross Proceeds toRegistrant**\n \n\n3,750,000\n \n$\n0.40\n \n$\n1,500,000\n \n\n119,445\n \n \n0.72\n \n \n86,000\n \n\n11,453\n \n \n0.748\n \n \n8,567\n \n\n461,750\n \n \n0.80\n \n \n369,400\n \n\n4,342,648\n \n \n \n \n$\n1,963,967\n \n\nThe 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**\").\n\nPursuant 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. \n\nThe Additional Warrants, by their terms, are not exercisable by the holder, and the Company is not able to effect any exercise of Additional Warrants, to the extent that, after giving effect to such exercise, the holder and/or any of the holder's affiliates would beneficially own in excess of 9.99% of the issued and outstanding shares of common stock of the Company after such exercise. For these purposes, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) are to be determined in accordance with Section 13(d) of the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.\n\n- 2 -\n\nOf the 4,342,648 Warrant Shares issued on May 12, 2026, 592,648 Warrant Shares are subject to certain escrow or pooling arrangements, whereby 541,945 Warrants Shares are restricted from trading for a period of one year and 50,703 Warrant Shares are restricted from trading for three years after the date of listing of the Company.\n\nA total of 4,342,648 Incentive Warrants were issued to the Warrant holders on May 12, 2026.  Following exercise of the Warrants, a total of 827,005 Program Warrants remain outstanding.\n\nThere were 20,916,173 shares of common stock outstanding immediately prior to exercise of the Warrants on May 12, 2026.  Accordingly, the 4,342,648 Warrant Shares constituted 17.19% of the 25,258,821 shares of common stock issued and outstanding immediately following the exercise of the Warrants.\n\nThe 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 exemption provided by Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder to U.S. persons, and upon the exclusion from the registration requirements of the U.S. Securities Act provided by Rule 903(b) of Regulation S thereunder to non-U.S. persons. Each U.S. person has represented that it is an \"accredited investor,\" as such term is defined in Rule 501(a) of Regulation D, and is acquiring the securities described herein for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof.\n\nCertain holders of the Program Warrants are 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).  Of the 4,342,648 Warrant Shares issued on May 12, 2026, 3,750,000 Warrant Shares have been registered for resale pursuant to the Registration Statement. \n\nThe 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.\n\nIssuance of Compensatory Securities\n\nOn May 14, 2026, the Company issued 11,175 shares of common stock at a deemed price of $4.00 per share pursuant to a Board member agreement and a Medical Advisory Board agreement to a director of the Company.  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 shares to the director who is a U.S. person."}