Private Placement (Form 8-K)

Item 3.02 Unregistered Sale of Equity Securities

Exercise of Common Stock Purchase Warrants and Warrant Exercise Incentive Program

On June 4, 2026, Conexeu Sciences Inc. (the "Registrant" or the "Company") issued 416,667 shares of common stock (the "Warrant Shares"), upon the exercise of a like number of issued and outstanding common stock purchase warrants (the "Warrants"), for gross proceeds of approximately $166,667. The Company intends to use the proceeds for general working capital purposes.

The 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").

Pursuant 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.

On June 4, 2026, 416,667 Incentive Warrants were issued to the one Warrant holder. Following exercise of the Warrants, a total of 410,338 Program Warrants remain outstanding.

Subsequent to the exercise of the Warrants, there were 26,658,330 shares of common stock outstanding.

The 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 exclusion from the registration requirements of the U.S. Securities Act provided by Rule 903(b) of Regulation S thereunder to the non-U.S. person.

The holder of the Program Warrants is 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). The Warrant Shares have been registered for resale pursuant to the Registration Statement.

The 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.

Exercise of Performance Warrants

On June 8, 2026, the Company issued 100,000 shares of common stock (the "Performance Warrant Shares") at a price of $0.001 per share upon the exercise of a like number of issued and outstanding performance common stock purchase warrants (the "Performance Warrants"), for gross proceeds of $100. 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 Performance Warrant Shares to the individual who is a U.S. person.

Subsequent to the exercise of the Performance Warrants, there were 26,758,330 shares of common stock outstanding.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS