SCHEDULE 13G: Statement of Beneficial Ownership by Certain Investors
Published on
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 | |
SCHEDULE 13G | |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Conexeu Sciences Inc. (Name of Issuer) | |
Common Stock (Title of Class of Securities) | |
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06/30/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP Number(s): | 20715F100 |
| 1 | Names of Reporting Persons
David Bogart | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,293,750.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Explanatory Notes:
(1) The number in Rows 5, 7 and 9 consists of (i) 1,062,500 shares of Common Stock held directly by the Reporting Person, (ii) 431,250 shares of Common Stock held by 0865546 B.C. Ltd., a company over which the Reporting Person has sole voting and dispositive power, (iii) 50,000 shares of Common Stock issuable upon exercise of stock options that have vested and are currently exercisable (the "Vested Options"), and (iv) 750,000 shares of Common Stock issuable upon exercise of performance warrants (the "Performance Warrants") that have vested and are currently exercisable (the "Vested Warrants"), and excludes 250,000 shares of Common Stock issuable upon exercise of Performance Warrants that have not yet vested and will not vest until the submission of a 510(k) application to the U.S. Food and Drug Administration (the "Unvested Warrants").
(2) The percentage in Row 11 is calculated based on (i) 27,397,164 shares of Common Stock outstanding as of August 17, 2026, (ii) 50,000 shares of Common Stock issuable upon exercise of the Vested Options held by the Reporting Person, and (iii) 750,000 shares of Common Stock issuable upon exercise of the Vested Warrants held by the Reporting Person, in each case deemed to be outstanding for the purpose of computing the Reporting Person's percentage ownership pursuant to Rule 13d-3(d)(1)(i) under the Act. The Unvested Warrants are excluded from this calculation.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Conexeu Sciences Inc. | |
| (b) | Address of issuer's principal executive offices:
Suite 880, 50 West Liberty Street, Reno, NEVADA 89501 | |
| Item 2. | ||
| (a) | Name of person filing:
David Bogart (the "Reporting Person") | |
| (b) | Address or principal business office or, if none, residence:
c/o Conexeu Sciences Inc.
Suite 880, 50 West Liberty Street
Reno, NV 89501, USA | |
| (c) | Citizenship:
Canada | |
| (d) | Title of class of securities:
Common Stock | |
| (e) | CUSIP Number(s):
20715F100 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
2,293,750 | |
| (b) | Percent of class:
8.10 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
2,293,750 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
2,293,750 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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