Conexeu Sciences discloses private placement, special warrants and share issuances in 8-K

Conexeu Sciences Inc. reported in an 8-K dated October 15, 2026 that from September 14 through October 15, 2026 it issued a series of unregistered securities exceeding 5% of its outstanding common stock, triggering disclosure under Item 3.02 of Form 8-K.

On October 15, 2026, the company closed a private placement of 1,333,333 Units at $3.00 per Unit to three accredited investors for gross proceeds of $3,999,999, with each Unit made up of one share and one warrant exercisable at $3.00 for 24 months.¹ Separately, management and board members subscribed for 83,334 Units at $3.00 per Unit for $250,002, but those shares and warrants remain unissued, with funds held in escrow pending stockholder approval under Nasdaq Listing Rule 5635(c).¹

The company also issued 250,000 Special Warrants to two Canadian accredited investors at $3.00 each for $750,000, which convert into Units upon the earlier of a Canadian prospectus receipt in British Columbia or February 16, 2027.¹ Conexeu agreed to file a Form S-1 registering resale of the shares and warrant shares within 35 days of October 15, 2026.¹

Additional transactions included consultant stock grants: 33,500 shares issued October 5, 2026 at a deemed price of $3.57 per share¹, 1,667 shares issued September 29, 2026 at $3.77 per share¹, and 6,500 shares issued September 22, 2026 to two consultants at $4.75 per share¹.

The company also recorded two warrant exercises by non-U.S. individuals: 750,000 shares issued September 25, 2026 at $0.001 per share upon exercise of vested performance warrants, for gross proceeds of $750¹, and 500,000 shares issued September 14, 2026 under the same terms, for gross proceeds of $500¹.