CONEXEU SCIENCES INC.

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	34
Item 4.	Controls and Procedures	34
PART II - OTHER INFORMATION		34
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults Upon Senior Securities	36
Item 4.	Mine Safety Disclosures	36
Item 5.	Other Information	36
Item 6.	Exhibits	42
SIGNATURES		43

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

CONEXEU SCIENCES INC.

CONDENSED INTERIM FINANCIAL STATEMENTS

Unaudited

(Expressed in United States Dollars)

For the Three and Six months ended April 30, 2026 and 2025

Unaudited Condensed Interim Balance Sheet as of April 30, 2026 and Balance Sheet as of October 31, 2025	2
Unaudited Condensed Interim Statements of Operations for the three and six months period ended April 30, 2026 and 2025	3
Unaudited Condensed Interim Statement of Shareholders' Equity for the three and six months period ended April 30, 2026 and 2025	4
Unaudited Condensed Interim Statements of Cash Flows for the six months period ended April 30, 2026 and 2025	5
Notes to Unaudited Condensed Interim Financial Statements	6

 

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following management's discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the unaudited condensed interim financial statements and the related notes contained therein which have been prepared in accordance with US GAAP. This discussion contains forward-looking statements reflecting our current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the sections titled "Risk Factors" and "Statements Regarding Forward-Looking Information" appearing elsewhere in this discussion and analysis. All figures are in US dollars unless otherwise noted. Unless the context otherwise requires, for the purposes of this section, "Conexeu", "we", "us", "our", or the "Company" refers to Conexeu Sciences Inc.

Company Overview

We are an early-stage regenerative medicine company focused on the development of biomaterial-based technologies for tissue restoration in wound care and aesthetics applications.

Since inception, our activities have primarily consisted of research and development, advancing our device candidate, capital raising, organizational development, and activities required to prepare for operation as a publicly traded company. We have not generated any revenues to date and expect to continue to incur operating losses for the foreseeable future.

Subsequent to April 30, 2026, on May 21, 2026, our common stock commenced trading on the Nasdaq Capital Market under the symbol "CNXU" (see "Subsequent Events" and Note 12 to the unaudited condensed interim financial statements).

Our current operations are focused on advancing product development activities, including preparation for a planned 510(k) submission to the U.S. Food and Drug Administration.

Results of Operations

Three Months Ended April 30, 2026, Compared to Three Months Ended April 30, 2025

		Three months ended April 30,
		2026				2025				Change
Advertising and promotion	$	9,256			$	19,323			$	(10,067	)
Depreciation and amortization		11,422				3,401				8,021
Bank charges		3,644				926				2,718
Business development		85,712				56,337				29,375
Consulting		1,228,909				149,586				1,079,323
Filing fees		17,618				150				17,468
Insurance		4,148				-				4,148
Investor relations		1,085				-				1,085
Management and directors' salaries and fees		609,613				83,116				526,497
Office general and administrative		16,867				5,720				11,147
Professional fees		325,489				95,957				229,532
Research and development		66,605				42,465				24,140
Loss from operations	$	(2,380,368	)		$	(456,981	)
Other income (expenses), net		76,085				(1,069	)			77,154
Loss before taxes	$	(2,304,283	)		$	(458,050	)
Income tax benefit (expense)		-				-
Net loss	$	(2,304,283	)		$	(458, 050	)			1,846,233

Revenues

We did not generate any revenue during the three months ended April 30, 2026 or 2025.

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Net Loss

We incurred a net loss of $2,304,283 for the three months ended April 30, 2026, compared to a net loss of $458,050 for the same period in 2025. The increase in net loss was primarily attributable to higher operating expenses associated with the expansion of our operations and activities required to support our transition to a publicly traded company.

Operating Expenses

Operating expenses increased during the three months ended April 30, 2026, as compared to the three months ended April 30, 2025, primarily due to:

• Consulting: $1,228,909 (2025: $149,586) The increase of $1,079,323 was due to increased engagement of third-party advisors supporting regulatory activities, corporate readiness, and capital markets initiatives. 

• Management and Personnel Costs: $609,613 (2025: $83,116) The increase of $526,497 was due to expansion of the executive and scientific team and full-time employment arrangements, including stock-based compensation (see Notes 3 and 12 to the unaudited condensed interim financial statements).

• Professional Fees: $325,489 (2025: $95,957) The increase of $229,532 was related to the company's ongoing efforts to become a publicly listed company on a North American exchange.

• Research and Development Expenses: $66,605 (2025: $42,465) The increase of $24,140 in research and development expenses increased reflected ongoing laboratory activities, engagement of scientific consultants, and procurement of materials used in development and testing (see Note 3 to the unaudited condensed interim financial statements).

Our current activities are primarily focused on the development and validation of our existing proprietary platform and the evaluation of potential applications across multiple verticals. We expect research and development activities to expand over time as we advance our product pipeline and explore additional applications of our technology.

Six Months Ended April 30, 2026, Compared to Six Months Ended April 30, 2025

		Six months ended April 30,
		2026				2025			Change
Advertising and promotion	$	20,710			$	27,215			(6,505	)
Depreciation and amortization		17,860				3,964			13,896
Bank charges		5,676				1,658			4,018
Business development		182,757				94,220			88,537
Consulting		1,759,107				196,596			1,562,511
Filing fees		25,258				150			25,108
Insurance		8,400				-			8,400
Investor relations		2,125				-			2,125
Management and directors' salaries and fees		1,335,705				292,802			1,042,903
Office general and administrative		23,843				6,349			17,494
Professional fees		592,719				101,347			491,372
Research and development		129,167				66,133			63,034
Loss from operations	$	(4,103,327	)		$	(790,434	)
Other income (expenses), net		80,221				42,320			37,901
Loss before taxes	$	(4,023,106	)		$	(748,114	)
Income tax benefit (expense)		-				-
Net loss	$	(4,023,106	)		$	(748,114	)		3,274,992

Revenues

We did not generate any revenue during the six months ended April 30, 2026, or 2025.

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Net Loss

We incurred a net loss of $4,023,106 for the six months ended April 30, 2026, compared to a net loss of $748,114 for the same period in 2025.

Operating Expenses

Operating expenses increased during the six months ended April 30, 2026, as compared to the six months ended April 30, 2025, primarily due to:

• Consulting: $1,759,107 (2025: $196,596) The increase of $1,562,511 was due to the increased engagement of third-party advisors supporting regulatory activities, corporate readiness, and capital markets initiatives, including stock-based compensation arrangements with certain consultants (see Notes 3 and 12 to the unaudited condensed interim financial statements).

• Management and Personnel Costs: $1,335,705 (2025: $292,802) The increase of $1,042,903 was due to the expansion of our executive and scientific team and the establishment of full-time employment arrangements, including stock-based compensation granted to key personnel during the period (see Notes 3 and 12 to the unaudited condensed interim financial statements).

• Professional Fees: $592,719 (2025: $101,347) The increase of $491,372 was primarily related to legal, accounting, and regulatory costs associated with the Company's ongoing efforts to become, and subsequently operate as, a publicly listed company on a North American exchange.

• Business Development: $182,757 (2025: $94,220) The increase of $88,537 reflected expanded business development activities, including increased engagement with potential partners and stakeholders as the Company advanced its commercial and strategic initiatives.

• Research and Development: $129,167 (2025: $66,133) The increase of $63,034 reflected ongoing laboratory activities, engagement of scientific consultants, and procurement of materials used in development and testing (see Note 3 to the unaudited condensed interim financial statements).

Liquidity and Capital Resources

Cash Position and Going Concern

As of April 30, 2026, we had cash and cash equivalents of approximately $6.8 million, together with restricted cash balances related to warrant exercises held in trust (see Note 3 to the unaudited condensed interim financial statements) and working capital of $6.9 million

We have incurred recurring losses since inception and had an accumulated deficit of approximately $8.5 million as of April 30, 2026.

These factors raise substantial doubt about our ability to continue as a going concern within one year after the issuance of the financial statements (see Note 1 to the unaudited condensed interim financial statements).

	Six months ended April 30, 2026
	2026		2025		Change
Net cash used in operating activities	($3,340,281)		($664,605)		($2,675,676)
Net cash used in investing activities	($34,831)		($18,268)		($16,563)
Net cash provided by financing activities	$5,843,000		$447,693		$5,395,307

Cash Used in Operating Activities

Net cash used in operating activities for the six months ended April 30, 2026, totalled $3,340,281 as compared to $644,605 for the same period in 2025.  The net loss from operations increased by $3,274,992 when compared to comparable period in 2025.  This overall change in operational costs is reflective of the advancement of the business in building out an infrastructure that will support a publicly listed company and adding additional help to advance the company's research and development, regulatory, and pre-commercialization activities.  Noteworthy is the use of non-cash stock-based compensation during the six months ending April 30, 2026, of $494,453 (2025 - $90,997).

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Cash Used in Investing Activities

Cash used in investing activities during the six months ended April 30, 2026, was a negative change of $16,563, representing an increase investment in capital assets for the lab and general office during the period.

Cash Provided by Financing Activities

Cash from financing activities during the six months ended April 30, 2026, was $5,843,000 (2025 -  $447,693). The increase in cash was a result of financing activities driven by non-brokered private placements, that were closed during the six months ending April 30, 2026, resulting in proceeds received, net of issuance costs, of $2,943,351 (2025 - $550,000).  Cash of $2,000,000, previously held in trust, was received for a private placement that closed on October 28, 2025, and $857,002 of cash was received under the Warrant Inducement Program, for shares and warrants.  Finally, the Company received $500 for milestone incentive warrants that were exercised resulting in the issuance of 500,000 common shares of the Company.

Our historical average monthly cash burn was approximately $550,000 for the six months ended April 30, 2026.

We expect our average monthly cash burn to increase to approximately $700,000 in the near term, reflecting higher operating expenditures associated with operating as a publicly traded company, including higher general and administrative expenses, investment in investor relations and market awareness initiatives, and the expansion of laboratory and development activities.

Based on our current cash position and anticipated expenditures, we estimate that our existing cash resources will fund operations for approximately 9 to 11 months from April 30, 2026.

Subsequent to April 30, 2026, the Company has undertaken additional financing and capital activities and continues to evaluate expected cash inflows and expenditures. Actual cash runway may differ based on the timing of these activities and changes in operating expenditures.

We will require additional financing to continue operations beyond this period and to advance our development activities. We expect to seek additional capital through equity financings, debt financings, or other capital sources; however, there can be no assurance that such financing will be available on acceptable terms, or at all.

Plan of Operations

Our near-term operational objectives include:

• Continued product development and validation activities;

• Advancement toward a planned 510(k) submission;

• Expansion of laboratory capabilities, including the commencement of a laboratory lease on May 1, 2026; (see Note 9 to the unaudited condensed interim financial statements);

• Increase the number of board members to nine (9);

• Evaluate compensation structure for executives, employees, and directors;

• Increased Directors and Officers insurance policy bound effective May 13, 2026, in anticipation of public listing on May 21, 2026; and

• Continued engagement of consultants and advisors.

In May 2026, the Company initiated an investor relations and market awareness campaign, which is expected to represent a significant component of general and administrative expenses in the coming quarter. Due to our direct listing strategy, rather than an initial public offering, these broader investor relations and market awareness activities will support visibility in the public markets.

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We do not expect to generate revenue in the near term.

Subsequent Events

On May 12, 2026, the Company issued a total of 4,342,648 shares of common stock and equivalent number of new warrants under the warrant Incentive Program for total proceeds of $1,968,360.

On May 14, 2026, the Company issued 11,175 shares of common stock at a fair value of $4.00 per share to settle liabilities with a director of the Company.  This liability of $44,700 had been reported as a liability to settle with shares on the unaudited condensed balance sheet as of April 30, 2026

On May 21, 2026, the Company began trading on the Nasdaq under symbol "CNXU".

On May 21, 2026, the achievement of the Nasdaq listing, constituted the fulfilment of Milestone 2 under the terms of the Milestone Performance Warrants.

On May 27, 2026, the Company mutually agreed to terminate, without penalty, a consulting agreement with a vendor for whom both shares and warrants had been issued as part of the service agreement.  The Company had recorded as prepaid expenses the fair value of these equity issuances. The early termination of this agreement will accelerate the prepaid expense of $137,377 in non-cash stock-based compensation to be fully expensed as on the date of the termination.

On May 22, 2026, a Director of the Company, exercised 500,000 milestone warrants for a total amount of proceeds of $500.  The Company issued 500,000 shares of common stock in connection with the warrant exercise.

On May 22, 2026, the Company issued 70,000 shares of common stock to a vendor as part of their service agreement.  The fair value of these shares was determined based on the Nasdaq closing price on May 21, 2026, of $13.50 per share.

On May 28, 2026, a former director of the Company, exercised 400,000 milestone warrants for a total amount of proceeds of $400.  The Company issued 400,000 shares of common stock in connection with the warrant exercise.

On May 28, 2026, the Company issued 1,667 shares of common stock to a vendor as part of their service agreement.  The fair value of these shares was determined based on the Nasdaq closing price on May 27, 2026, of $13.74 per share.

On June 4, 2026, the Company issued 416,667 shares of common stock and an equivalent number of new warrants under the warrant Incentive Program for total proceeds of $167,083.

On June 8, 2026, a shareholder to whom milestone warrants had been transferred, exercised 100,000 milestone warrants for a total amount of proceeds of $100.  The Company issued the 100,000 shares of common stock in connection with the warrant exercise on June 8, 2026.

On June 11, 2026, the board of directors, upon the recommendation of the nominating and corporate governance committee, approved an increase in the size of the board of directors from six (6) to nine (9) members.

On June 11, 2026, the board of directors, upon the recommendation of the nominating and corporate governance committee, approved the appointment of three new board members effective June 15, 2026.

On June 11, 2026, the board of directors, upon the recommendation of the compensation committee, agreed that effective June 15, 2026, the following changes to the compensation for board members will take effect.  All board members will be eligible for an annual cash compensation of $50,000, the chair of the board will receive an annual compensation of $100,000.  Additionally, on an annual basis, each board member will be granted the equivalent of $100,000 worth of Restricted Stock Units, the number of shares will be determined based on the closing price on the grant date.  Twenty five percent (25%) of the shares will vest every 3 months for the following twelve months.  The chairman of the board will receive the equivalent of $150,000 under the same terms as the other board members.  Eligibility will be determined on the “continuous service” conditions as defined in the board member’s agreement.

On June 11, 2026, the board of directors, upon the recommendation of the compensation committee, agreed that effective June 15, 2026, the following changes to the compensation for committee members will take effect. This compensation is in addition to the board member’s fees as previously disclosed. Nominating and Corporate Governance committee members will receive $5,000 per year, with the chair of the committee receiving $7,500. Compensation committee members will receive $6,000 per year, with the chair of the committee receiving $12,000. Audit committee members will receive $7,500 per year, with the chair of the committee receiving $15,000.

On June 11, 2026, the board of directors, upon the recommendation of both the nominating and corporate governance and compensation committees, approved the appointment of a new Chief Commercial Officer (“CCO”) effective June 15, 2026, along with his associated compensation package.  This individual was previously an independent non-executive board member.  He will continue to serve on the board as a non-independent executive board member.  As part of his role as CCO, he will become a full-time employee, his annual salary is $270,000, additional incentives include, an annual discretionary bonus, a milestone equity award up to a maximum of 0.75% of the Company’s shares of common stock on an issued and outstanding basis at the time of the equity grant, plus $37,500 upon the date of the completion of a financing of $20 million at a minimum of $150 million pre-money market capitalization. If the financing completed is a minimum of $15 million at a minimum of $150 million pre-money market capitalization, then then two-thirds of the $37,500 or $24,750 will be earned and paid out.

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Critical Accounting Policies

Our unaudited condensed interim financial statements are prepared in accordance with generally accepted accounting principles in the U.S. The preparation of our unaudited condensed interim financial statements and related disclosures requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, costs and expenses, and the disclosure of contingent assets and liabilities in our unaudited condensed interim financial statements. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions.

There have been no material changes to our critical accounting policies from those disclosed in our audited financial statements for the year ended October 31, 2025.

Our summary of significant accounting policies is described in more detail in the notes to our unaudited condensed interim financial statements. Please refer to Note 3.

Off-Balance Sheet Arrangements

We have not entered into any material off-balance sheet arrangements such as guarantee contracts, contingent interests in assets transferred to unconsolidated entities, derivative financial obligations, or with respect to any obligations under a variable interest equity arrangement.

Proposed Transactions

We have not entered into any proposed transactions that have not been disclosed herein.

Implications of Being an Emerging Growth Company

The Company, as an issuer with less than $1.235 billion in total annual gross revenues during its last fiscal year, it will qualify as an "emerging growth company" under the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") and this status will be significant. An emerging growth company may take advantage of certain reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company, the Company:

• will not be required to obtain an auditor attestation on its internal controls over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

• will not be required to provide a detailed narrative disclosure discussing its compensation principles, objectives and elements and analyzing how those elements fit with its principles and objectives (commonly referred to as "compensation discussion and analysis");

• will not be required to obtain a non-binding advisory vote from its shareholders on executive compensation or golden parachute arrangements (commonly referred to as the "say-on-pay," "say-on-frequency" and "say-on-golden-parachute" votes);

• will be exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;

• may present only two years of audited financial statements and only two years of related Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"); and

• will be eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards.

The Company intends to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of the JOBS Act. The Company's election to use the phase-in periods may make it difficult to compare its financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under Section 107 of the JOBS Act.

Under the JOBS Act, the Company may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after the Company's initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, or such earlier time should it no longer meet the definition of an emerging growth company. In this regard, the JOBS Act provides that the Company would cease to be an "emerging growth company" if the Company has more than $1.235 billion in annual revenues, has more than $700 million in market value of its common stock held by non-affiliates, or issues more than $1 billion in principal amount of non-convertible debt over a three-year period.

Certain of these reduced reporting requirements and exemptions are also available to the Company due to the fact that it may also qualify, once subject to the reporting obligations under section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, as a "smaller reporting company" under the rules of the U.S. Securities and Exchange Commission (the "SEC"). For instance, smaller reporting companies are not required to obtain an auditor attestation on their assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required to provide a pay-for-performance graph or CEO pay ratio disclosure; and may present only two years of audited financial statements and related MD&A disclosure.

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Item 3. Quantitative And Qualitative Disclosures About Market Risk

As a smaller reporting company as defined in Rule 12b-2 under the Exchange Act, the Company is not required to provide the information required by this item.

Item 4. Controls And Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of April 30, 2026. Based on this evaluation, we have concluded that our disclosure controls and procedures were not effective as of April 30, 2026.

Changes in Internal Control over Financial Reporting

During the six months ended April 30, 2026, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures for certain prepaid expenses were not effective as of such date due to a material weakness in our internal controls. We have now addressed this weakness by implementing additional review procedures and adopting a policy requiring formal documentation to substantiate the accounting treatment of all material transactions, including references to the relevant authoritative guidance.

Other than as addressed above, there have been no changes in our internal control over financial reporting during the fiscal quarter ended April 30, 2026 covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been or would be detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently a party to any pending legal proceedings that we believe will have a material adverse effect on our business or financial conditions. We may, however, be subject to various claims and legal actions arising in the ordinary course of business from time to time.

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item. You should carefully consider the risks discussed in the section entitled "Risk Factors" in included in the Registration Statement on Form S-1, as amended, originally filed with the SEC on November 28, 2025 (No. 333-291845, the "Registration Statement"), which could materially affect our business, financial condition, or future results. The risks described in our Registration Statement are not the only risks we face. Additional risks and uncertainties not currently known to us or that we do not currently deem material, may also materially affect our business, results of operations, cash flows and financial position.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a)

On February 9, 2026, we granted 200,000 stock options to purchase 200,000 shares of common stock at an exercise price of $2.30 per share and having an expiry date February 9, 2031. We relied on the exemption from the registration requirements provided by Rule 701 under the Securities Act for the grants to the U.S. persons.

On February 11, 2026, we issued 563,573 shares of common stock at prices ranging from $0.72 to $0.80 per share for gross proceeds of $427,928 pursuant to the exercise of outstanding warrants pursuant to a warrant incentive program. We 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 seven U.S. persons, and upon the exclusion from the registration requirements of the Securities Act provided by Rule 903(b) of Regulation S for the issuance of shares to the one non-U.S. person in an offshore transaction.

On February 11, 2026, we issued 563,573 warrants having an exercise price of $2.30 per share and an expiry date of February 11, 2029 at a price of $0.001 per warrant pursuant to a warrant incentive program. We relied upon the exemption from the registration requirements of the Securities Act provided by Rule 506(b) of Regulation D for the issuance of the warrants to the seven U.S. persons, and upon the exclusion from the registration requirements of the Securities Act provided by Rule 903(b) of Regulation S for the issuance of warrants to the one non-U.S. person in an offshore transaction.

On March 16, 2026, we issued 19,434 shares of common stock at a deemed price of $2.30 per share pursuant to the board member agreement and a medical advisory board agreement entered into by us and a director, each dated October 23, 2025. We relied upon the exemption from the registration requirements of the Securities Act provided by Rule 506(b) of Regulation D for the issuance of the shares to the director who is a U.S. person.

On March 25, 2026, we issued 486,970 shares of common stock at a price of $4.00 per share for gross proceeds of $1,947,880 pursuant to a private placement. We 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 U.S. persons, and upon the exclusion from the registration requirements of the Securities Act provided by Rule 903(b) of Regulation S for the issuance of shares to non-U.S. persons in offshore transactions.

On May 22, 2026, the Company issued 70,000 shares of common stock to a consultant at a deemed price of $13.50 per share pursuant to the terms of a marketing agreement.  The Company relied upon the exclusion from the registration requirements of the U.S. Securities Act provided by Rule 903(b) of Regulation S promulgated under the U.S. Securities Act with respect to the issuance of such shares of common stock to the non-U.S. consultant.

On May 22, 2026, the Company issued 500,000 shares of common stock to a director at a deemed 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 U.S. Securities Act provided by Rule 903(b) of Regulation S promulgated under the U.S. Securities Act with respect to the issuance of such shares to the non-U.S. person.

On May 28, 2026, the Company issued 400,000 shares of common stock to an individual at a deemed price of $0.001 per share pursuant to the exercise of 400,000 performance common stock purchase warrants, which had vested, for gross proceeds of $400.  The Company relied upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated under the U.S. Securities Act with respect to the issuance of such shares to the U.S. person.

On May 28, 2026, the Company issued 1,667 shares of common stock to a consultant at a deemed price of $13.74 per share pursuant to the terms of a consulting services agreement. The Company relied upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated under the U.S. Securities Act with respect to the issuance of such shares to the U.S. person.

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On June 4, 2026, the Company issued 416,667 common stock purchase warrants, and 416,667 shares of common stock upon the exercise of a like number of issued and outstanding common stock purchase warrants for gross proceeds of approximately $167,083. The Company intends to use the proceeds for general working capital purposes. Such warrants and such shares of common stock issued upon exercise of warrants were issued in transactions exempt from the registration requirements of 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.

On June 8, 2026, the Company issued 100,000 shares of common stock at a price of $0.001 per share upon the exercise of a like number of issued and outstanding performance common stock purchase 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.

(b) Not applicable.

(c) There were no repurchases of our Common Stock or purchases by affiliated parties in the fiscal quarter ended April 30, 2026.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

(a)

Increase in Board Size, Appointment of New Directors and Reconstitution of Board Committees

The Board of Directors (the "Board") of the Company approved an increase in the size of the Board from six to nine members, creating three vacancies, effective June 15, 2026. The Board filled each of the three newly created vacancies by appointing April Burke, Ana Lucia Bastiani-Posner, and Andrew Costa as directors of the Company, effective June 15, 2026. Before such appointment, the Company engaged Ms. Burke, Ms. Bastiani-Posner, and Mr. Costa to sit on its Advisory Board. Each of Ms. Burke, Ms. Bastiani-Posner, and Mr. Costa will serve until the Company's next annual meeting of shareholders and until their respective successors are duly elected and qualified, or until their earlier resignation or removal.

The Board has determined that each of Ms. Burke, Ms. Bastiani-Posner, and Mr. Costa qualifies as an independent director under Section 803 of the NYSE American Company Guide.

There is no arrangement or understanding between any of Ms. Burke, Ms. Bastiani-Posner, or Mr. Costa and any other person pursuant to which any of them was selected to their respective position. There are no transactions involving the Company and any of Ms. Burke, Ms. Bastiani-Posner, or Mr. Costa that are required to be reported pursuant to Item 404(a) of Regulation S-K. None of Ms. Burke, Ms. Bastiani-Posner, or Mr. Costa has any family relationship with any of the Company's board of directors or executive officers. None of Ms. Burke, Ms. Bastiani-Posner, or Mr. Costa has been involved in any legal proceedings required to be disclosed as enumerated in Item 401(f) of Regulation S-K that occurred during the past ten years.

Biographies

April Burke (Age 52)

April Burke currently serves on the Company's General Advisory Board. Ms. Burke has over 20 years of executive financial leadership experience across consumer-packaged goods, manufacturing and medical device industries. She has served as Chief Financial Officer and senior finance leadership for both public and private companies, where she was responsible for financial strategy, governance and compliance, and operational transformation. She has extensive experience in M&A transactions, including buy-side and sell-side processes, post-acquisition integration, and financial structuring.

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Ms. Burke is currently the Executive Vice President and CFO at Lucid Hearing, a medical device manufacturer, where she leads all aspects of corporate development, finance, accounting, and treasury. During her tenure, she has led strategic planning initiatives, optimized working capital, strengthened internal controls, and supported enterprise growth through disciplined capital deployment and operational execution.

Earlier in her career, Ms. Burke held senior finance roles at Nutrabolt, Dean Foods, and Cadbury Schweppes, where she gained experience in large-scale manufacturing operations, and complex, multi-channel distribution environments, including pricing and marketing investments.

Ms. Burke also brings significant expertise in financial governance, ERP and finance transformation, and enterprise risk management. She has deep experience presenting to boards of directors, lenders, and institutional stakeholders and has led finance organizations through periods of growth, operational transformation, and regulatory scrutiny.

Ms. Burke holds a BBA in Finance from the McCombs School of Business at The University of Texas at Austin. The company believes Ms. Burke's financial leadership experience, strategic perspective, and operational discipline qualify her to serve on our Board of Directors.

Ana Lucia Bastiani-Posner (Age 54)

Ana Bastiani-Posner currently serves on the Company's General Advisory Board. Ms. Bastiani-Posner is a C-suite executive qualified to serve as a financial expert with over 30 years of experience in Fortune 500 companies and non-profit academic research organization. Ana brings a strong understanding of M&A transactions as she managed efforts for successful completion of large deals in the highly complex and regulated pharmaceutical business. Her experience in M&A includes the proposed mega-merger of Pfizer-Allergan and her leadership spans from deal model generation to synergy identification and business integration. Ms. Bastiani-Posner is also a trusted partner in driving organic growth with experience in business consolidation, scale-up of operations and growth acceleration. She is a highly respected member of the executive team and a strategic partner to the President.

Ms. Bastiani-Posner is the Executive Vice-President and CFO at Kyowa Kirin, Inc., a Japanese pharmaceutical company with North America revenues of approximately $1.2B. As an executive committee member and company officer, Ana leads the strategic direction and implementation of long-term goals. She sponsored business integration, which led to consolidation of legal entities, unified processes, simplification, and growth acceleration. Her leadership enabled the company to triple the business in 5 years. Prior to Kyowa Kirin, Ms. Bastiani-Posner held the position of Senior Vice President, Finance and Administration at the New York Genome Center and served as a member of the executive team. In this role, she oversaw finance, IT, HR, facilities and grants management. She restructured the finance function with clear definition of roles & responsibilities and instilled a strong sense of direction, rigor and process in the management of grants with increase in application and awards by $7M in one year. In the last 20 years, Ms. Bastiani-Posner held positions of increasing responsibility in the pharmaceutical industry at Schering-Plough, Novartis and Allergan across multiple functions including R&D, G&A, commercial finance, and corporate financial planning & analysis. Her diversified experience in finance enabled her to develop a deep knowledge of the pharmaceutical industry and shaped her approach to problem-solving. She demonstrated to be a successful leader with a track record of performance and a results-oriented mindset.

Ms. Bastiani-Posner is originally from Brazil where she began her finance career in the banking industry. She holds a bachelor's degree from the Pontifícia Universidade Católica-RS and a master of international management from Thunderbird School of Global Management. Passionate about ESG Climate, she has demonstrated her commitment to outstanding modern leadership and ESG excellence by completing the Diligent Climate Leadership Certification, presented by the Diligent Institute in 2023. The certification focus on climate risk and related business strategy, the board's related fiduciary obligations, climate-related government regulations, reporting and disclosure requirements, and investor engagement. Ms. Bastiani-Posner is BoardReady certified by Latino Corporate Directors Association. She speaks Portuguese, English, and basic Spanish.

Ms. Bastiani-Posner was previously awarded 2023 NJBIZ Best 50 Women in Business, 2023 Top People Leaders and CHROs by Mogul, and 2022 Top 25 Healthcare Technology Leader of New Jersey by The Healthcare Technology Report. She has also engaged as a member of The Wall Street Journal CFO Network.

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Andrew Costa (Age 37)

Andrew Costa currently serves on the Company's General Advisory Board. Mr. Costa is a Co-Managing Partner at RX3 Growth Partners ("RX3"), responsible for overseeing all aspects of the fund's investment process, including sourcing, diligence, investment committee and portfolio management. Prior to RX3, Andrew was the Chief Investment Officer at Roth Capital where he oversaw Roth's holding company investment activity. Prior to joining Roth Capital, Andrew was a Vice President in the Investment Banking Division at Morgan Stanley where he led numerous landmark M&A and equity transactions in the retail, marketplace and eCommerce sectors. Prior to Morgan Stanley, Andrew was an Investment Banker at J.P. Morgan Chase & Co., and prior to that, served as a Captain in the U.S. Air Force. Andrew is a Board member of Therabody, Inc. Mr. Costa graduated from the U.S. Air Force Academy with a B.Sc. in Systems Engineering Management and earned an MBA from USC's Marshall School of Business.

Reconstitution of Board Committees

In connection with the appointment of Ms. Burke, Ms. Bastiani-Posner, and Mr. Costa, the Board reconstituted its committees effective June 15, 2026. The new composition of each committee is as follows:

Audit Committee

Andrew Costa will serve as Chair of the Audit Committee. The remaining members of the Audit Committee are Aaron Farberg, April Burke, and Ana Lucia Bastiani-Posner.

Compensation Committee

Ana Lucia Bastiani-Posner will serve as Chair of the Compensation Committee. The remaining members of the Compensation Committee are Paul Lorenc, Sebastian Purcell, and April Burke.

Nominating and Corporate Governance Committee

Aaron Farberg will serve as Chair of the Nominating and Corporate Governance Committee. The remaining members of the Nominating and Corporate Governance Committee are Sebastian Purcell, Paul Lorenc, and Andrew Costa.

Board Member Agreements with the New Directors

In connection with their appointments, each of Ms. Burke, Ms. Bastiani-Posner, and Mr. Costa (each, a "New Director") has entered into a board member agreement (each, a "Board Member Agreement") with the Company, the material terms of which are summarized as follows:

Base Retainer. Each New Director is entitled to a quarterly cash retainer of $12,500, representing a total annual retainer of $50,000.

Committee Fees. In addition to the base retainer, each New Director is entitled to receive additional annual cash compensation for service on Board committees. For membership on a committee, the annual fees are as follows: Audit Committee - $7,500; Compensation Committee - $6,000; and Nominating and Corporate Governance Committee - $5,000. If a New Director serves as the chair of a committee, the following annual fees are payable in lieu of the applicable member fee: Audit Committee Chair - $15,000; Compensation Committee Chair - $12,000; and Nominating and Corporate Governance Committee Chair - $7,500. All committee fees are paid quarterly in arrears, together with the quarterly Board retainer.

As such, April Burke will receive an annual Audit Committee membership fee of $7,500 and an annual Compensation Committee membership fee of $6,000, for total annual committee fees of $13,500. Ana Lucia Bastiani-Posner will receive an annual Compensation Committee Chair fee of $12,000 and an annual Audit Committee membership fee of $7,500, for total annual committee fees of $19,500. Andrew Costa will receive an annual Audit Committee Chair fee of $15,000 and an annual Nominating and Corporate Governance Committee membership fee of $5,000, for total annual committee fees of $20,000.

RSU Grant. Each New Director is entitled to receive an annual equity grant of restricted stock units ("RSUs") under the Company's Stock Incentive Plan (the "Plan"), with a grant date value of $100,000, awarded at the conclusion of each 12-month period from the date of the applicable Board Member Agreement. The RSUs vest at a rate of 25% per quarter over the 12-month period following the applicable grant date, subject to the New Director's Continuous Service (as defined in the Board Member Agreement) on each vesting date. The number of RSUs to be granted is calculated by dividing the applicable grant date value by the Fair Market Value (as defined in the Plan) of the Company's common stock on the date of grant, rounded down to the nearest whole share.

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Change of Control. All then-outstanding and unvested RSUs held by a New Director will vest in full immediately prior to the closing of a Change in Control (as defined in the Plan), provided such director remains in Continuous Service through such date.

Discretionary Acceleration. The Compensation Committee retains sole discretion to recommend to the Board acceleration of the vesting of any or all outstanding RSU awards held by a New Director in circumstances it determines to be appropriate, including a Board restructuring initiated by the Company, a New Director's resignation required due to a conflict-of-interest recusal at the Company's request, or such other circumstances as the Compensation Committee deems equitable.

Death or Disability. In the event of a New Director's death or permanent disability during the term of their Board Member Agreement, all then-outstanding and unvested RSUs will vest on a pro-rata basis, calculated as the number of months of Continuous Service completed in the applicable vesting period divided by the total months in the vesting period, multiplied by the total unvested RSUs in that period, with settlement occurring within 30 days of the qualifying event. For these purposes, "permanent disability" means the New Director's inability to perform their duties as a board member for a period of 180 consecutive days due to physical or mental incapacity, as determined by a licensed physician.

Forfeiture. Upon termination of Continuous Service for any reason other than death, disability, or a Change in Control, any RSUs that have not vested as of the effective date of such termination will be immediately and automatically forfeited without consideration and returned to the Plan, and no pro-rata vesting will apply to annual RSU grants upon voluntary resignation.

Director Stock Ownership Guidelines. Each New Director is expected to achieve and maintain a minimum level of equity ownership in the Company equal to five times (5x) the annual cash retainer (the "Ownership Guideline") within five years of the later of the effective date of their Board Member Agreement or the date of any future increase to the Ownership Guideline. Based on the current annual retainer of $50,000, this equates to an Ownership Guideline of $250,000 in Company equity value. Until the Ownership Guideline is met, each New Director is expected to retain at least 50% of net shares received upon the vesting or exercise of any Company equity award, after withholding for applicable taxes.

Reimbursement. The Company will reimburse each New Director for reasonable and documented out-of-pocket expenses incurred in connection with Board service, subject to prior written approval for any single expense exceeding $500, with reimbursement requests submitted within 30 days of the expense being incurred and accompanied by supporting receipts.

The foregoing descriptions of the Board Member Agreements are qualified in their entirety by reference to the full text of such agreements, copies of which are attached hereto as Exhibits 10.1, 10.2, and 10.3, respectively, and incorporated herein by reference.

Updated Compensation Arrangements for Existing Non-Employee Directors

Effective June 15, 2026, the Board approved updated compensation arrangements for each of Jeff Sharpe, Sebastian Purcell, Ph.D., Dr. Z. Paul Lorenc and Dr. Aaron Farberg (collectively, the “Existing Non-Employee Directors”) and sent each of them a board compensation notice (each, a “Board Compensation Notice”) on June 15, 2026, the material terms of which are summarized as follows:

Jeff Sharpe

Mr. Sharpe is entitled to receive an annual base board retainer of $50,000 and an annual Board Chair premium of $50,000, each payable quarterly in arrears, for aggregate annual cash compensation of $100,000. Committee-specific member fees do not apply to the Board Chairman.

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Mr. Sharpe is entitled to receive an annual equity grant of RSUs under the Company’s Plan, with a grant date value of $150,000, awarded at the conclusion of each 12-month period from the effective date of his Board Compensation Notice. RSUs vest at a rate of 25% per quarter over the 12-month period following the grant date, subject to Mr. Sharpe’s Continuous Service (as defined in the Board Compensation Notice) on each applicable vesting date. The number of RSUs granted is calculated by dividing the grant date value by the Fair Market Value (as defined in the Plan) of the Company’s common stock on the date of grant, rounded down to the nearest whole share. Mr. Sharpe’s total annual compensation (cash and equity combined) is $250,000.

Sebastian Purcell, Ph.D., Dr. Z. Paul Lorenc and Dr. Aaron Farberg

Each of Sebastian Purcell, Ph.D., Dr. Z. Paul Lorenc and Dr. Aaron Farberg is entitled to receive an annual base board retainer of $50,000, payable quarterly in arrears. Each of Mr. Purcell and Dr. Lorenc serves as a member of both the Compensation Committee and the Nominating and Corporate Governance Committee, for which they each receive additional annual committee membership fees of $6,000 and $5,000, respectively, also payable quarterly in arrears, for aggregate annual committee fees of $11,000 per director. Dr. Farberg serves as a member of the Audit Committee and Chair of the Nominating and Corporate Governance Committee, for which he receives additional annual committee membership fees of $7,500 and $7,500, respectively, also payable quarterly in arrears, for aggregate annual committee fees of $15,000.

Each of Mr. Purcell, Dr. Lorenc and Aaron Farberg is entitled to receive an annual equity grant of RSUs under the Plan, with a grant date value of $100,000, awarded at the conclusion of each 12-month period from the effective date of their respective Board Compensation Notice. RSUs vest at a rate of 25% per quarter over the 12-month period following the grant date, subject to Continuous Service on each applicable vesting date. The number of RSUs is calculated by dividing the grant date value by the Fair Market Value (as defined in the Plan) of the Company’s common stock on the date of grant, rounded down to the nearest whole share. The total annual compensation (cash and equity combined) for each of Mr. Purcell and Dr. Lorenc is $161,000, and for Dr. Farberg is $165,000.

Provisions Applicable to All Existing Non-Employee Directors

Change of Control. All then-outstanding and unvested RSUs held by an Existing Non-Employee Directors will vest in full immediately prior to the closing of a Change in Control (as defined in the Plan), provided such director remains in Continuous Service through such date.

Discretionary Acceleration. The Compensation Committee retains sole discretion to recommend to the Board acceleration of the vesting of any or all outstanding RSU awards held by an Existing Non-Employee Directors in circumstances it determines to be appropriate, including a Board restructuring initiated by the Company, an Existing Non-Employee Director's resignation required due to a conflict-of-interest recusal at the Company's request, or such other circumstances as the Compensation Committee deems equitable.

Death or Disability. In the event of an Existing Non-Employee Director's death or permanent disability during the term of their service, all then-outstanding and unvested RSUs will vest on a pro-rata basis, calculated as the number of months of Continuous Service completed in the applicable vesting period divided by the total months in the vesting period, multiplied by the total unvested RSUs in that period, with settlement occurring within 30 days of the qualifying event. For these purposes, "permanent disability" means the Existing Non-Employee Director's inability to perform their duties as a board member for a period of 180 consecutive days due to physical or mental incapacity, as determined by a licensed physician.

Forfeiture. Upon termination of Continuous Service for any reason other than death, disability, or a Change in Control, any RSUs that have not vested as of the effective date of such termination will be immediately and automatically forfeited without consideration and returned to the Plan, and no pro-rata vesting will apply to annual RSU grants upon voluntary resignation.

Director Stock Ownership Guidelines. The Ownership Guideline for each Existing Non-Employee Director is equal to five times (5x) their respective total annual cash retainer. For each of Mr. Purcell, Dr. Lorenc and Dr. Farberg, whose annual cash retainer is $50,000, the applicable Ownership Guideline is $250,000 in Company equity value. For Mr. Sharpe, whose annual cash retainer is $100,000 (comprising the $50,000 base board retainer and the $50,000 Board Chair Premium), the applicable Ownership Guideline is $500,000 in Company equity value. Each Existing Non-Employee Director is expected to achieve and maintain their respective Ownership Guideline within five years of the later of the effective date of their Board Compensation Notice or the date of any future increase to the Ownership Guideline. Until the Ownership Guideline is met, each Existing Non-Employee Director is expected to retain at least 50% of net shares received upon the vesting or exercise of any Company equity award, after withholding applicable taxes.

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The foregoing descriptions of the Board Compensation Notices are qualified in their entirety by reference to the full text of such notices, copies of which are attached hereto as Exhibits 10.4, 10.5, 10.6 and 10.7, respectively, and incorporated herein by reference.

Appointment of Chief Commercial Officer

The Board appointed David Bogart as the Chief Commercial Officer ("CCO") of the Company, effective June 15, 2026. Mr. Bogart will continue to serve as a member of the Board in his existing capacity as a director of the Company.

Mr. Bogart (Age 56) was appointed as a director of the Company on November 13, 2023. He founded Conexeu to commercialize the CXU™ ECM scaffold IP into a market-ready platform. Under his leadership, the Company secured its core patent portfolio locking in worldwide rights to the patented technology that positions and assembled a world-class team, positioning Conexeu at the forefront of the regenerative aesthetics and tissue engineering market. David Bogart brings extensive expertise in capital markets, corporate finance, and strategic business development to his role as a director of Conexeu. He has facilitated numerous private and public market transactions, including IPOs, reverse mergers, and M&A deals, collectively raising over $100 million. Mr. Bogart's background in investor relations and public market strategy enables him to formulate impactful commercial roadmaps and distribution networks for emerging biotech products. He specializes in refining go-to-market plans that balance accelerated revenue growth with regulatory compliance. Throughout his career, Mr. Bogart has guided teams in building strong partnerships, nurturing investor confidence, and expanding global market footprints.

There is no arrangement or understanding between Ms. Bogart and any other person pursuant to which he was selected to this position. Except as otherwise disclosed under this Quarterly Report and as disclosed under the Company's Registration Statement on Form S-1, as amended, originally filed with the SEC on November 28, 2025, there are no other transactions involving the Company and Mr. Bogart that are required to be reported pursuant to Item 404(a) of Regulation S-K. Mr. Bogart does not have any family relationship with any of the Company's board of directors or executive officers. Mr. Bogart has not been involved in any legal proceedings required to be disclosed as enumerated in Item 401(f) of Regulation S-K that occurred during the past ten years.

Executive Employment Agreement

In connection with his appointment as CCO, Mr. Bogart entered into an executive employment agreement (the "Executive Employment Agreement") with the Company, effective as of June 15, 2026. Under the Executive Employment Agreement, Mr. Bogart is responsible for performing all duties consistent with the position of CCO and such other reasonable duties as may be assigned to him by the CEO or the Board.

Mr. Bogart is entitled to an annual base salary of not less than US$270,000 as the Initial Base Salary. The Board may consider increases to the base salary upon the achievement of defined commercial and business milestones. Mr. Bogart is also eligible to earn milestone-based bonuses as a percentage of his base salary then in effect at the sole discretion of the Board. An initial cash bonus milestone of US$37,500 is payable upon the completion of a financing of at least US$20 million at a minimum pre-money market capitalization of US$150 million (or, if the financing completed is a minimum of US$15 million at such minimum pre-money market capitalization, two-thirds of such amount, being US$24,750), as further described in the Executive Employment Agreement.

In addition, Mr. Bogart will maintain the milestone-based performance warrants previously issued to him and will be awarded an additional equity award of up to a maximum of 0.75% of the Company's common shares on an issued and outstanding basis at the time of the equity grant. This milestone-based equity award of up to 0.75% of the Company's issued and outstanding equity securities is earned upon receipt of FDA clearance or approval (including 510(k) clearance or PMA approval) for a product utilizing the Company's extracellular matrix technology with human collagen, intended for an aesthetic application or indication. The milestone-based equity award vests immediately upon achieving the applicable milestone, subject to the Company first receiving shareholder approval and any required regulatory authority approval, and is subject to automatic full vesting acceleration upon a non-public change of control, subject to the same shareholder and regulatory approvals.

The Executive Employment Agreement provides for at-will employment. Accordingly, either party may terminate the agreement at any time, with or without cause, upon written notice of termination. Upon termination for any reason, Mr. Bogart is required to resign from all positions and terminate any relationships as an employee, advisor, officer, or director with the Company. Upon termination, we will pay all Accrued Obligations (as defined in the Executive Employment Agreement). If we terminate Mr. Bogart's employment without cause, or if he resigns for good reason, and provided he remains in compliance with the agreement, he will be entitled to Severance Benefits (as defined in the Executive Employment Agreement), in addition to the Accrued Obligations, consisting of cash severance equal to 12 months of the Initial Base Salary. Such Severance Benefits will be paid in accordance with the Company's regularly scheduled payroll over the 12-month period following his separation from service, subject to the effectiveness of a separation agreement. If Mr. Bogart resigns without good reason, if we terminate his employment for cause, or upon his death or disability, then (i) all compensation payments will cease immediately (other than amounts already earned), and (ii) he will not be entitled to any Severance beyond the Accrued Obligations.

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Mr. Bogart has entered into a non-disclosure, non-solicit, and non-compete agreement with Conexeu which provides for certain non-disclosure, non-solicit, and non-compete covenants that will survive termination of the Executive Employment Agreement for a period of 12 months, with the restricted territory being North America.

The foregoing description of the Executive Employment Agreement is qualified in their entirety by reference to the full text of such agreements, copy of which is attached hereto as Exhibit 10.8, and incorporated herein by reference.

(b) Not applicable.

(c) During our fiscal quarter ended April 30, 2026, none of our directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement" as defined in Item 408(c) of Regulation S-K.

Item 6. Exhibits

The following exhibits are included with this Quarterly Report:

Exhibit No.	Description of Exhibit
10.1*+‡	Board Member Agreement between Conexeu Sciences Inc. and April Burke, dated June 15, 2026
10.2*+‡	Board Member Agreement between Conexeu Sciences Inc. and Ana Lucia Bastiani-Posner, dated June 15, 2026
10.3*+‡	Board Member Agreement between Conexeu Sciences Inc. and Andrew Costa, dated June 15, 2026
10.4*+	Board Compensation Notice to Dr. Z. Paul Lorenc, dated June 15, 2026
10.5*+	Board Compensation Notice to Jeff Sharpe, dated June 15, 2026
10.6*+	Board Compensation Notice to Sebastian Purcell, dated June 15, 2026
10.7*+	Board Compensation Notice to Dr. Aaron Farberg, dated June 15, 2026
10.8*+	Executive Employment Agreement between Conexeu Sciences Inc. and David Bogart, dated June 15, 2026
31.1*	Certification of Chief Executive Officer pursuant to the Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
31.2*	Certification of Chief Financial Officer pursuant to the Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1**	Certifications pursuant to the Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101 attachments)

Notes:

* Filed herewith.

** Furnished herewith

+ Indicates a management contract or compensatory plan

‡ Portions of this exhibit have been omitted.

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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 thereunto duly authorized.

	CONEXEU SCIENCES INC.
Date: June 15, 2026	By:	/s/ Miles Harrison
	Name:	Miles Harrison
	Title:	Chief Executive Officer
		(Principal Executive Officer) and Director
Date: June 15, 2026	By:	/s/ Stephen D. Inouye
	Name:	Stephen D. Inouye
	Title:	Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer) and Secretary and Treasurer