aibioConexeu Sciences issues 4,342,648 shares on warrant exercises for about $1,963,967
Tickers CNXU
Warrant holders paid approximately $1,963,967 in gross proceeds on May 12, 2026 under an incentive program. The company also raised its stockholder meeting quorum to one-third to match Nasdaq rules.
Key facts
- Company
- Conexeu Sciences Inc. (NASDAQ: CNXU)
- News type
- Financings
- Primary source
- Conexeu Sciences Inc. Form 8-K filed May 15, 2026 (SEC EDGAR)
Conexeu Sciences Inc. said on May 15, 2026 that it issued 4,342,648 shares of common stock on May 12, 2026 after holders exercised the same number of outstanding warrants. The company received aggregate gross proceeds of approximately $1,963,967 and intends to use the money for general working capital. The company reported the issuance in a Form 8-K under Item 3.02, which covers unregistered sales of equity securities.
The warrant exercises
The holders paid four different exercise prices. According to the filing, 3,750,000 warrants were exercised at $0.40 per share for gross proceeds of $1,500,000, and 119,445 at $0.72 for $86,000. Another 11,453 were exercised at $0.748 for $8,567, and 461,750 at $0.80 for $369,400. The filing's table totals 4,342,648 warrants and $1,963,967 in gross proceeds. Most of the shares, 3,750,000, were bought at $0.40, while the same filing records a deemed price of $4.00 per share for director shares issued two days later. The 8-K says only that the money goes to general working capital and names no placement agent.
There were 20,916,173 shares of common stock outstanding immediately before the exercises on May 12, 2026. The filing says the 4,342,648 new shares were 17.19% of the 25,258,821 shares outstanding immediately afterward.
The incentive program
The warrants were covered by a warrant exercise incentive program that the company adopted with effect from October 31, 2025. Its aim was to encourage early exercise of up to 5,733,226 outstanding warrants, which the filing calls Program Warrants. As an inducement, each Program Warrant holder who exercises no later than 4:00 p.m. Pacific time on June 30, 2026 receives one additional transferable warrant for each Program Warrant exercised. The filing calls these Incentive Warrants.
Each Incentive Warrant entitles the holder to buy one more share of common stock for 36 months from the date of issuance, at an exercise price of $2.30 per share. A holder cannot exercise if the holder and its affiliates would then own more than 9.99% of the outstanding common stock, measured under Section 13(d) of the Securities Exchange Act of 1934.
The company issued 4,342,648 Incentive Warrants to the exercising holders on May 12, 2026. After these exercises, 827,005 Program Warrants remain outstanding.
Trading restrictions and resale registration
Of the 4,342,648 shares issued on May 12, 2026, 592,648 are subject to escrow or pooling arrangements. Within that group, 541,945 shares are restricted from trading for one year and 50,703 shares for three years after the date of listing of the company.
Certain holders of Program Warrants are among the selling security holders named in the company's registration statement on Form S-1, filed with the Securities and Exchange Commission on November 28, 2025 and declared effective on May 11, 2026 (SEC File No. 333-291845). Of the shares issued on May 12, 2026, 3,750,000 have been registered for resale under that statement. The shares underlying the Incentive Warrants have not been and will not be registered, and can be issued only in transactions that are exempt or excluded from registration.
The company relied on Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D for U.S. persons, and on Rule 903(b) of Regulation S for non-U.S. persons.
Director share issuance and bylaw change
The filing also reports that on May 14, 2026 the company issued 11,175 shares of common stock at a deemed price of $4.00 per share to a director. The shares were issued under a Board member agreement and a Medical Advisory Board agreement.
Under Item 5.03, the filing says the Board of Directors approved an amendment to the bylaws on May 11, 2026. It raises the quorum for stockholder meetings from one-twentieth of the outstanding shares entitled to vote to one-third. The company says the change aligns its bylaws with the minimum quorum requirement in Nasdaq Listing Rule 5620(c). The amended and restated bylaws are Exhibit 3.1.
Who signed
Stephen Inouye, the company's CFO, Secretary and Treasurer, signed the Form 8-K on May 15, 2026.