Form 8-K
8-K — Conexeu Sciences Inc.
Accession: 0001062993-26-005431
Filed: 2026-10-20
Period: 2026-10-15
CIK: 0002066836
SIC: 3842 (ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES)
Item: Unregistered Sales of Equity Securities
Item: Financial Statements and Exhibits
Documents
8-K — form8k.htm (Primary)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — FORM 8-K
8-K (Primary)
Filename: form8k.htm · Sequence: 1
Conexeu Sciences Inc.: Form 8-K - Filed by newsfilecorp.com
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 35th 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.
- 3 -
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)
- 4 -
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
- 5 -
XML — IDEA: XBRL DOCUMENT
XML
Filename: R1.htm · Sequence: 8
v3.26.3
Document and Entity Information Document
Oct. 15, 2026
Document Information [Line Items]
Document Type
8-K
Document Creation Date
Oct. 15, 2026
Document Period End Date
Oct. 15, 2026
Amendment Flag
false
Entity Registrant Name
Conexeu Sciences Inc.
Entity Address, Address Line One
50 West Liberty Street, Suite 880,
Entity Address, City or Town
Reno
Entity Address, State or Province
NV
Entity Address, Country
US
Entity Address, Postal Zip Code
89501
Entity Incorporation, State Country Name
NV
City Area Code
424
Local Phone Number
333-5622
Entity File Number
001-43283
Entity Central Index Key
0002066836
Entity Emerging Growth Company
true
Entity Tax Identification Number
33-4814282
Entity Ex Transition Period
false
Written Communications
false
Soliciting Material
false
Pre-commencement Tender Offer
false
Pre-commencement Issuer Tender Offer
false
Title of 12(b) Security
Common Stock
Trading Symbol
CNXU
Security Exchange Name
NASDAQ
X
- Definition
Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
No definition available.
+ Details
Name:
dei_AmendmentFlag
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Area code of city
+ References
No definition available.
+ Details
Name:
dei_CityAreaCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The date the document was made available and submitted, in YYYY-MM-DD format. The date of submission, date of acceptance by the recipient, and the document effective date are all potentially different.
+ References
No definition available.
+ Details
Name:
dei_DocumentCreationDate
Namespace Prefix:
dei_
Data Type:
xbrli:dateItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
No definition available.
+ Details
Name:
dei_DocumentInformationLineItems
Namespace Prefix:
dei_
Data Type:
xbrli:stringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
No definition available.
+ Details
Name:
dei_DocumentPeriodEndDate
Namespace Prefix:
dei_
Data Type:
xbrli:dateItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
No definition available.
+ Details
Name:
dei_DocumentType
Namespace Prefix:
dei_
Data Type:
dei:submissionTypeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 1 such as Attn, Building Name, Street Name
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine1
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the City or Town
+ References
No definition available.
+ Details
Name:
dei_EntityAddressCityOrTown
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
ISO 3166-1 alpha-2 country code.
+ References
No definition available.
+ Details
Name:
dei_EntityAddressCountry
Namespace Prefix:
dei_
Data Type:
dei:countryCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Code for the postal or zip code
+ References
No definition available.
+ Details
Name:
dei_EntityAddressPostalZipCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the state or province.
+ References
No definition available.
+ Details
Name:
dei_EntityAddressStateOrProvince
Namespace Prefix:
dei_
Data Type:
dei:stateOrProvinceItemType
Balance Type:
na
Period Type:
duration
X
- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityCentralIndexKey
Namespace Prefix:
dei_
Data Type:
dei:centralIndexKeyItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityEmergingGrowthCompany
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 7A
-Section B
-Subsection 2
+ Details
Name:
dei_EntityExTransitionPeriod
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration