Conexeu Sciences Inc美股招股说明书(2026-05-15版)

CONEXEU SCIENCES INC. 9,481,123 Shares of Common Stock This prospectus supplement is being filed by Conexeu Sciences Inc. (the "Company") to update and supplement informationcontained in the Company's prospectus dated May 11, 2026 (the "Prospectus"), under the heading "Principal and RegisteredSecurityholders". The table identifying executive officers, directors and other registered securityholders, has been revised to correctimmaterial errors in the number of shares of common stock of the Company being registered for certain registered securityholders thatwere acquired pursuant to the Company's Regulation Crowdfunding offering on September 19, 2025, or October 9, 2025. The totalnumber of shares of common stock being registered remains unchanged; only the allocation of shares among certain registeredsecurityholders has been corrected, and consequential corrections to the footnotes accompanying the table have been made. Thenumber of shares of common stock beneficially owned by certain registered securityholders has increased following the date of theProspectus, and the table has been updated accordingly. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not bedelivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectussupplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in theProspectus and this prospectus supplement, you should rely on the information in this prospectus supplement. The purchase of the securities offered by the Prospectus involves a high degree of risk. You should invest in our shares ofcommon stock only if you can afford to lose your entire investment. You should carefully read and consider the section of theProspectus entitled "Risk Factors" beginning on page 19 before buying any shares of our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offence. The date of this prospectus supplement is May 14, 2026. PRINCIPAL AND REGISTERED SECURITYHOLDERS Unless the context otherwise requires, as used in this prospectus, "Registered Securityholders" refers to the Registered Securityholdersnamed in this prospectus, or certain transferees, assignees or other successors-in-interest that may receive our securities from theRegistered Securityholders. We have prepared this prospectus to allow the Registered Securityholders to sell or otherwise dispose of, from time to time, up to9,481,123 shares of common stock, which are comprised of (i) 750,000 shares of common stock issued by the Company pursuant theDebt Settlement Agreement, which were subsequently transferred to another party, (ii) 3,750,000 shares of common stock issued bythe Company pursuant to the Private Placement, (iii) 416,667 shares of common stock issued by the Company pursuant to theBusiness Advisory Agreement, (iv) 397,789 shares of common stock issued by the Company pursuant to the Reg CF offering; (v)3,750,000 shares of common stock issuable upon exercise of the Private Placement Warrants issued pursuant to the Private Placement,and (vi) 416,667 shares of common stock issuable upon exercise of the Business Advisory Warrants issued pursuant to the BusinessAdvisory Agreement. Except for the beneficial ownership of securities of the Company, neither the Registered Securityholders nor anypersons who have control over the Registered Securityholders have had any material relationship with us within the past three years. On September 15, 2024, we entered into the Debt Settlement Agreement with 0865546 B.C. Ltd. whereby we issued 750,000 shares ofcommon stock (pre-reverse split - 3,000,000 shares) in exchange for the settlement of an outstanding liability in the amount of $22,500owing to 0865546 B.C. Ltd. for services rendered to the Company. The 750,000 shares were subsequently transferred to San SpiritoTrust on July 7, 2025. On May 16, 2025, we entered into the Business Advisory Agreement with Urs Meier, whereby Mr. Meier provides strategic analysisand advice on the Company's business objectives in Europe, including organizational meetings and developing the Company'sbusiness strategy in Europe, in exchange for the issuance to Mr. Meier of 416,667 Units at a deemed price of $0.40 per Unit. Each Unitconsisted of one share of our common stock and one Warrant with each Warrant entitling the holder thereof to purchase one additionalWarrant Share at an exercise price of $0.40 per Warrant Share having an expiry date of three years from the date of issuance of theWarrants. On September 19, 2025 and October 9, 2025, we issued an aggregate of 2,499,962 shares of our common stock pursuant to our RegCF offering, of which we are registering fo