Conexeu Sciences Inc. 美股招股说明书（2026-06-16版）

CONEXEU SCIENCES INC. 9,481,123 Shares of Common Stock This prospectus supplement updates and supplements the prospectus of Conexeu Sciences Inc. (the "Company") dated May 11, 2026(the "Prospectus"), which forms a part of the Company's Registration Statement on Form S-1, as amended (Registration No. 333- This prospectus supplement is being filed to update and supplement the information contained in the Prospectus with the informationcontained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (the "SEC") on June 9, 2026 (the"Current Report") and our Quarterly Report on Form 10-Q, filed with the SEC on June 15, 2026 (collectively, with the Current Report, 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 the Our shares of common stock have been trading on the Nasdaq Capital Market under the symbol "CNXU" since May 21, 2026. OnJune 15, 2026, the closing price of our shares of common stock was $9.82 per share. 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 the 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 June 15, 2026. UNITED STATES Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934June 4, 2026Date of Report (Date of earliest event reported) Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under anyof the following provisions: Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter). Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. SECTION 3 - SECURITIES AND TRADING MARKETS Item 3.02 Unregistered Sale of Equity Securities Exercise of Common Stock Purchase Warrants and Warrant Exercise Incentive Program On June 4, 2026, Conexeu Sciences Inc. (the "Registrant" or the "Company") issued 416,667 shares of common stock (the "WarrantShares"), upon the exercise of a like number of issued and outstanding common stock purchase warrants (the "Warrants"), for gross The Warrants were subject to a warrant exercise incentive program (the "Incentive Program") adopted by the Company with effectfrom October 31, 2025, in order to encourage the early exercise of up to 5,733,226 of the Company's outstanding common stock Pursuant to the Incentive Program, the Company has offered as an inducement to each Program Warrant holder who exercises aProgram Warrant not later than 4:00 p.m. Pacific time on June 30, 2026, one additional transferable common stock purchase warrant (each, an "Incentive Warrant") for each Program Warrant exercised.Each Incentive Warrant will entitle the holder thereof topurchase one additional share of common stock of the Company (each, an "Additional Warrant Share") for a period of 36 months On June 4, 2026, 416,667 Incentive Warrants were issued to the one Warrant holder. Following exercise of the Warrants, a total of410,338 Program Warrants remain outstanding. Subsequent to the exercise of the Warrants, there were 26,658,330 shares of common stock outstanding. The Warrant Shares and Incentive Warrants were issued upon exercise of the Warrants in transactions exempt from the registrationrequirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), in reliance on the exclusion from the The holder of the Program Warrants is among the selling security holders identified in the Registrant's registration statement on FormS-1 filed with the U.S. Securities and Exchange Commission (the "SEC") pursuant to the U.S. Securities Act on November 28, 2025(as amended, the "Registration Statement"), and declared effective by the SEC on May 11, 2026 (SEC File No. 333-291845).TheWarrant Shares have been registered for resale pursuant to the Registration Statement. The Additional Warrant Shares underlying the Inc