Conexeu Sciences Inc. filed a Form 8-K with the SEC on October 27, 2026, disclosing that its Board of Directors approved a warrant exercise inducement program on October 21, 2026, offering new warrants to holders of existing common stock purchase warrants who exercise early.

Key Highlights

  • Existing Warrants outstanding: As of October 21, 2026, holders could purchase up to an aggregate of 4,762,780 shares of common stock at an exercise price of $2.30 per share, with expiry dates ranging from February 11, 2029 to June 18, 2029.
  • Inducement Warrant price: Eligible holders who exercise Existing Warrants before 4:00 p.m. (Reno, Nevada time) on April 30, 2027 may purchase one Inducement Warrant at $0.001 per Inducement Warrant for each Existing Warrant exercised.
  • Inducement Warrant terms: Each Inducement Warrant entitles the holder to purchase one additional share of common stock at $3.00 per share for a period of 24 months from the date of issuance.
  • Exchange Share Cap: The company has placed a cap of 2,563,389 Inducement Warrant Shares, applied on a first-to-exercise basis, pending stockholder approval under Nasdaq Listing Rule 5635(d).
  • Shares outstanding reference: The Board's consent resolutions reference 29,498,365 shares of common stock outstanding as of the date of the resolutions authorizing the $3.00 Unit Offering.
  • Pooling agreement restriction: Certain Inducement Warrant Shares will not be released from Existing Pooling Agreements until May 21, 2027, which the filing states is 12 months after the company's common stock was listed on Nasdaq Capital Market on May 21, 2026.
  • Beneficial ownership limits: Certain participating holders will have beneficial ownership limitations of either 4.99% or 9.99% with respect to Inducement Warrant Shares.

Conexeu Sciences Inducement Program: Terms, Share Cap, and Nasdaq Compliance

According to the filing, the Board of Directors of Conexeu Sciences Inc. (NASDAQ:CNXU), a Nevada corporation, approved the Inducement Program by written consent resolutions on October 21, 2026, under Section 78.315 of the Nevada Revised Statutes. The program is designed to encourage early exercise of Existing Warrants by offering holders the ability to acquire new Inducement Warrants at $0.001 each, exercisable at $3.00 per share for 24 months from issuance, for each Existing Warrant exercised during the Early Exercise Period ending April 30, 2027.

The filing explains that the Exchange Share Cap of 2,563,389 Inducement Warrant Shares was established because, when combined with shares issuable under the company's $3.00 Unit Offering (which closed October 15, 2026, and involves up to 1,666,667 shares of common stock plus up to 1,666,667 shares underlying warrants), the total could otherwise represent 20% or more of the company's outstanding common stock. The company disclosed that it "must place a 'share cap'" on Inducement Warrant Shares to comply with Nasdaq Listing Rules until it obtains Exchange Cap Stockholder Approval at an annual and/or special meeting of stockholders. The cap applies on a first-to-exercise basis among Inducement Warrant holders.

The filing also states that the company has agreed to register for resale on a Form S-1 registration statement the shares of common stock already received by certain holders from exercising Existing Warrants, as well as shares to be received upon exercise, with the exception that the company is not required to register shares held by or deemed beneficially owned by affiliates. The issuance of Inducement Warrants and underlying shares is being made in reliance on exemptions under Rule 506(b) of Regulation D, Section 4(a)(2) of the Securities Act, and Rule 903(b) of Regulation S for non-U.S. persons, according to the filing.

What Was Disclosed

Conexeu Sciences disclosed the approval of a warrant inducement program offering new warrants at $0.001 each, exercisable at $3.00 per share for 24 months, to holders of 4,762,780 outstanding Existing Warrants who exercise before April 30, 2027, subject to a 2,563,389-share cap pending stockholder approval under Nasdaq Listing Rule 5635(d).