Conexeu Sciences Inc美股招股说明书(2026-05-11版)

Filed Pursuant to Rule 424(b)(4)Registration No. 333-291845 CONEXEU SCIENCES INC. 9,481,123 Shares of Common Stock This prospectus relates to the registration of the resale of up to 9,481,123 shares of common stock of Conexeu Sciences Inc. (the"Company") that may be offered and sold, from time to time, by the securityholders (the "Registered Securityholders") identified inthis prospectus.These shares consist of: (a) 750,000 shares of common stock issued by the Company pursuant to a debt settlementagreement on September 15, 2024 (the "Debt Settlement Agreement"), which were subsequently transferred to another party; (b)3,750,000 shares of common stock issued by the Company pursuant to a private placement that closed on May 16, 2025 (the "PrivatePlacement"); (c) 416,667 shares of common stock issued by the Company pursuant to a business advisory agreement on May 16,2025 (the "Business Advisory Agreement"); (d) 397,789 shares of common stock issued by the Company pursuant to its RegulationCrowdfunding ("Reg CF") offering on September 19, 2025 or October 9, 2025; (e) up to 3,750,000 shares of common stock issuableupon exercise of common stock purchase warrants (the "Private Placement Warrants") issued pursuant to the Private Placement; and(f) up to 416,667 shares of common stock issuable upon exercise of common stock purchase warrants (the "Business AdvisoryWarrants", and together with the Private Placement Warrants, the "Warrants") issued pursuant to the Business Advisory Agreement. We are not offering any shares of our common stock for sale under this prospectus. We are registering the offer and resale of the sharesof common stock of the Registered Securityholders issued by us in connection with the Debt Settlement Agreement, PrivatePlacement, Business Advisory Agreement and the Reg CF offering, as well as the shares of common stock issuable upon exercise ofthe Warrants. Our registration of the shares of common stock covered by this prospectus does not mean that the RegisteredSecurityholders will offer or sell any of the shares. Any shares of common stock subject to resale hereunder will have been issued byus and acquired by the Registered Securityholders prior to any resale of such shares pursuant to this prospectus. No underwriter orother person has been engaged to facilitate the sale of the shares in this offering. The Registered Securityholders will pay or assumediscounts, commissions, fees of underwriters, selling brokers, dealer managers or similar expenses, if any, incurred for the sale ofshares of our common stock. Unlike an initial public offering, the resale by the Registered Securityholders is not being underwritten by any investment bank. TheRegistered Securityholders may, or may not, elect to sell their shares of our common stock covered by this prospectus, as and to theextent they may determine. Such sales, if any, will be made through brokerage transactions on Nasdaq Capital Market ("Nasdaq"), orother public exchanges or registered alternative trading venues at prevailing market prices, if our common stock is then listed or, ifapplicable, admitted to trade on such markets. See "Plan of Distribution." If the Registered Securityholders choose to sell their sharesof common stock, we will not receive any proceeds from the sale of shares of common stock by the Registered Securityholders.However, we will receive proceeds from the exercise of the Warrants if the applicable Registered Securityholder exercises theWarrants for cash. No public market for our common stock currently exists. In addition, our common stock has a limited history of trading in privatetransactions. On July 30, 2025, we commenced the Reg CF offering at a price of $2.00 per share, which concluded on October 9, 2025.We issued and sold 2,449,962 shares of common stock pursuant to the Reg CF offering. We have applied for the listing of our common stock on Nasdaq under the symbol "CNXU." We expect our common stock to begintrading on Nasdaq on or aboutMay 21, 2026. If our Nasdaq application is not approved or we otherwise determine that we will not be able to secure the listing of our common stockon Nasdaq, we will not complete the direct listing. No assurance can be given that our Nasdaq application will be approved and thatour common stock will be listed on Nasdaq. This offering is conditional on approval of such listing. Recent purchase prices of our common stock in private transactions may have little or no relation to the opening public price of ourshares of common stock on Nasdaq or the subsequent trading price of our shares of common stock on Nasdaq. For more information,see "Sale Price History of Our Capital Stock." Further, the listing of our common stock on Nasdaq without a firm-commitmentunderwritten offering is a less typical method for commencing public trading in shares of common stock and, consequently, the tradingvolume and price of shares of our common stock may be more volatile than if shares of our common sto