Conexeu Sciences registers 9,481,123 shares for resale ahead of planned Nasdaq listing
Tickers CNXU
The prospectus registers resale shares only, so the company gets no proceeds from those sales. It expects Nasdaq trading on or about May 21, 2026, and its own financials carry going-concern doubt.
Key facts
- Company
- Conexeu Sciences Inc. (NASDAQ: CNXU)
- News type
- Financings
- Primary source
- Conexeu Sciences Inc. 424B4 (2026-05-11)

Resale shares for a listing with no market yet
Conexeu Sciences Inc. filed a prospectus dated May 11, 2026 that registers the resale of up to 9,481,123 shares of common stock by existing holders. The company is not selling shares in the offering and receives nothing from resales. It would receive cash only if holders exercise warrants for cash.
The shares include 750,000 issued under a September 15, 2024 debt settlement agreement and later transferred to another party, and 3,750,000 from a private placement that closed on May 16, 2025. They also include 416,667 issued under a business advisory agreement, 397,789 issued in a Regulation Crowdfunding offering, and shares for up to 3,750,000 private placement warrants and 416,667 advisory warrants. The crowdfunding offering sold 2,449,962 shares at $2.00 and ended October 9, 2025.
The company has applied to list on Nasdaq under the symbol CNXU and expects trading to begin on or about May 21, 2026. The prospectus says no public market currently exists, that the company will not complete the direct listing if Nasdaq does not approve it, and that the offering is conditional on that approval. It warns that private-transaction prices may have little or no relation to the Nasdaq opening price, and that a listing without a firm-commitment underwritten offering may be more volatile.
Who is involved
The prospectus says no underwriter or other person has been engaged to facilitate the sale, and that the resale is not underwritten by any investment bank. It names H.C. Wainwright & Co., LLC as the company's financial advisor. Under Nasdaq Rule 4120(c)(8), that advisor must tell Nasdaq that the shares are ready to trade, and it decides when enough volume will cross on the opening trade for price discovery. The prospectus summary names no legal counsel.
An early device with unproven claims
The company calls itself an early-stage medical device company formed to acquire and commercialize intellectual property developed over more than a decade at the University of British Columbia and the BC Professional Firefighters Burn and Wound Healing Laboratory. Its founders are Dr. Claudia Chavez-Munoz and Dr. Ryan Hartwell. Its only device candidate, the CXU scaffold, is a temperature-responsive, collagen-based extracellular matrix formulation designed to turn from a liquid into a gel-like scaffold within about ten minutes. It is in preclinical development and has not been approved or cleared for marketing in any jurisdiction.
The company intends to seek FDA clearance through the 510(k) process as a Class II device, but says the agency has not yet determined the classification or pathway and may require more data or a different route. Since April 2025 it has run a company-sponsored, non-GLP rabbit study and bench tests, not clinical trials.
Debt, patents and splits
On November 20, 2023, the company agreed with the university on a patent assignment and a loan. The loan of CAD$136,539 (US$98,117 as of October 31, 2024) carried interest at 15% and matured November 20, 2026. On March 4, 2025, the company paid the university CAD$213,795 (US$148,037) in full settlement of expenses, the loan and accrued interest. The university assigned the patents to the company on April 7, 2025.
The company was incorporated on November 2, 2022 in British Columbia and domesticated into Nevada on April 10, 2025. It has done two reverse stock splits: one on November 17, 2023 and one on April 22, 2025, when four old shares became one new share.
Cash, losses and going-concern doubt
The prospectus reports cash and cash equivalents of $6,255,388 against $4,808,965 at October 31, 2025, the increase coming from private placements. For the three months ended January 31, 2026 it reports a net loss of $1,718,823 and says it used $1,536,356 in operations, against $235,853 a year earlier. It says there is substantial doubt about its ability to continue as a going concern and that further financing may cause substantial dilution.
From November 1, 2024 through January 31, 2026 the company raised a little over $10.1 million. Its milestone table puts the 510(k) submission at an estimated $1,621,000, manufacturing scale-up at $250,000 and a market entry pilot at $225,000. The company says those targets could move with FDA requirements and regulatory delays.
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