Conexeu Sciences Inc S-1, filed Nov 28, 2025
Conexeu Sciences Inc. (CNXU)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CONEXEU SCIENCES INC.
(Exact name of registrant as specified in its charter)
| Nevada (State or other jurisdiction of incorporation or organization) |
3842 (Primary Standard Industrial Classification Code Number) |
33-4814282 (I.R.S. Employer Identification No.) |
50 West Liberty Street, Suite 880
Reno, Nevada, 89501, USA
Telephone: 424-333-5622
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Nevada Agency and Transfer Company
50 West Liberty Street, Suite 880
Reno, NV 89501
Telephone: (775) 322-0626
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of communications to:
Michael Shannon, Esq.
McMillan LLP
Royal Centre, 1055 West Georgia Street, Suite 1500
Vancouver, BC, Canada V6E 4N7
Telephone: (604) 893-7638
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement as determined by the selling securityholders named herein.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registrations statement number of the earlier effective registration statement for the same offering. ☐
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If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Non-accelerated filer ☒ | Smaller reporting company ☒ | |
| Emerging growth company ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
| The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. |
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The information in this prospectus is not complete and may be changed. The Selling Stockholders may not sell or offer these securities until the registration statement of which this prospectus forms a part is declared effective by the Securities and Exchange Commission. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to completion, dated November 28, 2025
PROSPECTUS
CONEXEU SCIENCES INC.
9,083,334 Shares of Common Stock
This prospectus relates to the resale or other disposition of up to 9,083,334 shares of common stock of Conexeu Sciences Inc. (the "Company") that may be offered and sold, from time to time, by the selling securityholders (the "Selling Securityholders") identified in this prospectus. These shares consist of: (a) 750,000 shares of common stock issued by the Company pursuant to a debt settlement agreement on September 15, 2024 (the "Debt Settlement Agreement"); (b) 3,750,000 shares of common stock issued by the Company pursuant to a private placement that closed on May 16, 2025 (the "Private Placement"); (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) up to 3,750,000 shares of common stock issuable upon exercise of common stock purchase warrants (the "Private Placement Warrants") issued pursuant to the Private Placement; and (e) up to 416,667 shares of common stock issuable upon exercise of common stock purchase warrants (the "Business Advisory Warrants", and together with the Private Placement warrants, the "Warrants") issued pursuant to the Business Advisory Agreement.
These transactions are described in the prospectus under "Selling Securityholders."
We are not offering any shares of our common stock for sale under this prospectus. We are registering the offer and resale of the shares of common stock of the Selling Securityholders issued by us in connection with the Debt Settlement Agreement, Private Placement and Business Advisory Agreement, as well as the shares of common stock issuable upon exercise of the Warrants. We will not receive any proceeds from the resale of shares of our common stock by the Selling Stockholders pursuant to this prospectus. Our registration of the shares of common stock covered by this prospectus does not mean that the Selling Securityholders will offer or sell any of the shares. Any shares of common stock subject to resale hereunder will have been issued by us and acquired by the Selling Securityholders prior to any resale of such shares pursuant to this prospectus. No underwriter or other person has been engaged to facilitate the sale of the shares in this offering. The Selling Securityholders will pay or assume discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar expenses, if any, incurred for the sale of shares of our common stock.
We will not receive any proceeds from the resale of shares of our common stock by the Selling Securityholders pursuant to this prospectus. However, we will receive proceeds from the exercise of the Warrants if the applicable Selling Securityholder exercises the Warrants for cash.
The Selling Securityholders, or their permitted transferees or other successors-in-interest, may offer the shares of our common stock from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. We provide additional information about how the Selling Securityholders may sell their shares of common stock in the section entitled "Plan of Distribution" in this prospectus.
Our common stock is not currently listed on any securities exchange. It is anticipated that the Selling Securityholders will offer to sell the shares of common stock being offered in this prospectus at prevailing market prices for the shares or in privately negotiated transactions. Any Selling Stockholder may, in such Selling Securityholder's discretion, elect to sell such shares of common stock at fixed prices, at varying prices or at negotiated prices.
We may amend or supplement this prospectus from time to time by filing amendments or supplement as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.
We agreed to bear substantially all of the expenses in connection with the registration and resale of the shares offered hereby (other than selling commissions).
The purchase of the securities offered by this prospectus involves a high degree of risk. You should invest in our shares of common stock only if you can afford to lose your entire investment. You should carefully read and consider the section of this prospectus entitled "Risk Factors" beginning on page 10 before buying any shares of our common stock.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offence.
The date of this prospectus is _______________, 2025
TABLE OF CONTENTS
You should rely only on the information contained in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by or on our behalf. Neither we, nor the Selling Securityholders, have authorized any other person to provide you with different or additional information. Neither we, nor the Selling Securityholders, take responsibility for, nor can we provide assurance as to the reliability of, any other information that others may provide. The Selling Securityholders are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus or such other date stated in this prospectus, and our business, financial condition, results of operations and/or prospects may have changed since those dates.
Except as otherwise set forth in this prospectus, neither we nor the Selling Securityholders have taken any action to permit a public offering of these securities outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of these securities and the distribution of this prospectus outside the United States.
Our name, our logo and other trademarks or service marks of ours appearing in this prospectus are the property of Conexeu Sciences Inc. Trade names, trademarks, and service marks of other companies appearing in this prospectus are the property of their respective holders.
TERMS USED IN THIS PROSPECTUS
Unless the context otherwise requires, in this prospectus: (i) the terms "we", "us", "our", "Company", "Conexeu" and "our business" refer to Conexeu Sciences Inc.; (ii) "SEC" refers to the Securities and Exchange Commission; (iii) "Securities Act" refers to the United States Securities Act of 1933, as amended; (iv) "Exchange Act" refers to the United States Securities Exchange Act of 1934, as amended; and (v) all dollar amounts refer to United States dollars unless otherwise indicated.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this prospectus constitute "forward-looking statements." These statements appear in a number of places in this prospectus and documents included or incorporated by reference herein and include statements regarding Conexeu's intent, belief or current expectations, and that of Conexeu's officers and directors. These forward-looking statements involve known and unknown risks and uncertainties that may cause Conexeu's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. In certain cases, forward-looking statements can be identified by the use of words such as "believe", "intend", "may", "will", "should", "plans", "anticipates", "believes", "potential", "intends", "expects" and other similar expressions. These statements are based on Conexeu's current plans and are subject to risks and uncertainties, and as such Conexeu's actual future activities and results of operations may be materially different from those set forth in the forward-looking statements.
Any or all of the forward-looking statements in this prospectus may turn out to be inaccurate and as such, you should not place undue reliance on these forward-looking statements. Conexeu has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and assumptions due to a number of factors. Important factors that you should also consider, include, but are not limited to, the factors discussed under "Risk Factors" in this prospectus. In addition, Conexeu cannot assess the impact of each factor on its intended business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
These forward-looking statements speak only as of the date on which they are made. Conexeu assumes no obligation to update or to publicly announce the results of any change to any of the forward-looking statements contained or included herein to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements, other than where a duty to update such information or provide further disclosure is imposed by applicable law, including applicable United States federal securities laws.
PROSPECTUS SUMMARY
The following summary highlights, and should be read in conjunction with, the more detailed information contained elsewhere in this prospectus. You should read carefully the entire document, including our financial statements and related notes, to understand our business, our Common Shares and the other considerations that are important to your decision to invest in our Common Shares. You should pay special attention to the "Risk Factors" section on page 10.
All references to "$" or "dollars", are expressed in United States dollars unless otherwise indicated.
THE COMPANY
Overview and Corporate Information
Conexeu is a company focused on building a new class of collagen-based regenerative tissue products. The Company was incorporated on November 2, 2022 under the Business Corporations Act (British Columbia) and was continued out of British Columbia and domesticated into the State of Nevada under the laws of the State of Nevada on April 10, 2025.
On November 17, 2023, the Company effected a share consolidation (reverse stock split) on the basis of one (1) old common share for 0.34165385 of a common share. On April 22, 2025, the Company effected a reverse stock split on the basis of four (4) old shares of common stock for each one (1) new share of common stock.
Our principal executive offices are located at 50 West Liberty Street Reno, Suite 880, Nevada, 89501, USA, and our telephone number is 424-333-5622.
Our website address is www.conexeu.com. Information contained on, or accessible through, our websites do not constitute a part of and is not incorporated into this prospectus, and the only information that you should rely on in making your decision whether to invest in our common stock is the information contained in this prospectus.
Conexeu is a pioneering biotech venture that emerged from a decade of research at the University of British Columbia ("UBC") and the BC Professional Firefighters Burn and Wound Healing Lab. Our investigational platform is designed to support tissue regeneration and is intended to be commercialized, pending regulatory clearance, as a medical device, with the goal of providing improved biocompatibility and structural support in tissue regeneration.
By leveraging breakthroughs in our natural collagen formulation, Conexeu's investigational solutions are being studied to mitigate many complications linked to synthetic materials in aesthetics, with the aim of improving patient outcomes and healthcare economics. With a strategic focus on regenerative aesthetics, wound care, and regenerative medicine, Conexeu addresses multi-billion dollar markets poised for exponential growth.
We believe our team's scientific pedigree, preclinical results, and intellectual property protection will assist in positioning Conexeu to be at the forefront of transformative medical innovation.
The Company's platform is built around its patented CXU Scaffold, an advanced extracellular matrix ("ECM") technology designed to support the body's natural regenerative processes. At its core, this platform leverages a temperature-sensitive collagen-based solution that becomes a gel-like scaffold upon injection or application in the body, typically within about ten minutes (referred to as "10 Minute Tissue™"). This scaffold is intended to support cell growth and tissue integration, and its potential to accelerate healing is subject to ongoing investigations, which we believe makes it well-suited for a range of medical and aesthetic applications.
CAUTION: INVESTIGATIONAL DEVICE. LIMITED BY FEDERAL (U.S.) LAW TO INVESTIGATIONAL USE. SAFETY AND EFFECTIVENESS HAVE NOT BEEN ESTABLISHED.
History
The pioneering work on the 10 Minute Tissue™ scaffold has evolved over a decade of rigorous research and development ("R&D") at UBC. This extensive R&D effort at UBC, which included approximately $4.5 million in investment and numerous grants, has led to breakthrough innovations in regenerative medicine. Our technology has been investigated through robust preclinical studies, numerous awards, and peer-reviewed publications. Notable recognitions include a Top Doctoral Thesis Award at UBC, the Vancouver Coastal Health Innovation & Translational Research Award, and grants from the Canadian Institutes of Health Research and the Natural Sciences and Engineering Research Council of Canada. These milestones have underpinned our transition from early research to an investigational, patented technology.
Patent Assignment Agreement and Loan Agreement
On November 20, 2023, Conexeu entered into the following agreements with UBC: (i) a patent assignment agreement (the "Patent Assignment Agreement"), and a (ii) loan agreement (the "Loan Agreement"). Pursuant to the Patent Assignment Agreement, UBC agreed to transfer, sell and assign to Conexeu all of UBC's right, title, and interest in and to the Patents, with the Patent Assignment Agreement being held in escrow until no later than November 20, 2027 and released to Conexeu when the Company pays UBC CAD$50,000 (US$40,060) for expenses incurred and fully pays the loan of CAD$136,539 (US$98,117 as of October 31, 2024) from the Loan Agreement. The Loan Agreement matures on November 20, 2026 with the loan bearing interest at 15%. If Conexeu fails to fully settle both payments by November 20, 2027, the Patent Assignment Agreement will not be released and will be destroyed. As part of the Patent Assignment Agreement, Conexeu issued 1,031,251 Shares which had a fair value of US$48,526. On March 4, 2025, the Company paid UBC a total of CAD$213,795 (US$148,037) in full settlement of the expenses, loan and accrued interest. On April 7, 2025, UBC assigned to the Company the Patents and on April 16, 2025, the Company was officially registered as the patent owner.
Intellectual Property
Our proprietary ECM scaffold technology is protected by a portfolio of patents, which form a critical barrier to entry and secure our competitive advantage in regenerative medicine. The Company's patents (collectively, the "Patents") for 10 Minute Tissue™ are included in the table below.
| Jurisdiction | Patent No. | Award Date |
| United States | 10,865,811 B2 | December 2020 |
| European Union | EP3253417 | June 2023 |
| Australia | 2016214910 | January 2022 |
| Japan | 6937696 | September 2021 |
| Canada | 2,974,209 (Pending Application) |
The Company has received patent validations from the following jurisdictions: USA, Japan, Australia, and the European Union (Belgium, Switzerland, Germany, Spain, France, Great Britain, Ireland, Italy, and the Netherlands). Canada is pending.
These Patents protect critical aspects of our ECM scaffold technology, including formulation, methods and temperature-triggered gelation, forming a significant barrier to entry for potential competitors. Certain aspects of our manufacturing processes remain as trade secrets, and we may also license additional third-party patents to broaden our platform capabilities.
Our US Patent (the "Priority Patent") will expire on February 3, 2036. While we believe our intellectual property portfolio is robust, no assurance can be given that newly filed patent applications will be granted or that issued patents will provide complete protection against competitive threats. Additionally, third-party patents, existing or newly granted, could potentially impact our ability to develop, manufacture, or market our current or pipeline products. By coupling stringent internal controls with strategic IP filings and continuous R&D, Conexeu aims to maintain and enhance our competitive edge in the regenerative medicine market for advanced wound care, aesthetic applications, and beyond.
Our Technology and Products
Conexeu has developed a proprietary platform built around its patented CXU Scaffold, an advanced ECM technology designed to stimulate the body's natural regenerative processes. At its core, this platform leverages a temperature-sensitive collagen-based solution that becomes a gel-like scaffold upon injection or application in the body, typically within about ten minutes. This scaffold supports cell growth, tissue integration, and faster healing, making it well-suited for a range of medical and aesthetic applications.
In wound care, Conexeu's ECM scaffold has demonstrated approximately 2.5x faster1 healing compared to industry devices in pilot studies, with reduced scarring, contracture, and improved tissue quality. Its liquid form enables it to fill irregular wound beds easily before it sets at body temperature. Over time, the scaffold remodels into native-like tissue, addressing acute wounds, burns, tunnel and dehiscent wounds. In parallel, the same foundational technology shows significant potential in regenerative aesthetics: Conexeu envisions using its scaffold as a next-generation soft-tissue filler for facial rejuvenation, replacing or augmenting traditional hyaluronic acid fillers, and biostimulatory fillers, as well as large-volume body contouring (e.g., breast or buttock augmentation). Because it is formulated to mimic our own extracellular Matrix, the CXU scaffold could open the door to injectable, nonsurgical treatments that might ordinarily require invasive implants or fat grafting.
Overall, Conexeu's concept is a novel approach to tissue engineering, offering a versatile, biocompatible framework that can potentially be deployed in multiple areas of the body. The Company has secured patent protection worldwide (including the US, EU, Japan, and others) and has completed significant preclinical research. As a platform technology, it has the potential to become a new standard of care in both wound repair and regenerative aesthetics, with additional future possibilities in areas like 3D bioprinting and other organ-supportive applications.
Implications of Being an Emerging Growth Company
As a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an "emerging growth company," as defined in the Jumpstart Our Business Startups Act, or the JOBS Act, enacted in April 2012. An "emerging growth company" may take advantage of certain reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company, the Company:
• will not be required to obtain an auditor attestation on its internal controls over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;
• will not be required to provide a detailed narrative disclosure discussing its compensation principles, objectives and elements and analyzing how those elements fit with its principles and objectives (commonly referred to as "compensation discussion and analysis");
• will not be required to obtain a non-binding advisory vote from its shareholders on executive compensation or golden parachute arrangements (commonly referred to as the "say-on-pay," "say-on-frequency" and "say-on-golden-parachute" votes);
• will be exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;
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1 Forbes D., Russ B., Kilani RT., et al. Liquid dermal scaffold with adipose-derived stem cells improves tissue quality in a murine model of impaired wound healing. Journal of Burn Care & Research (2019)40(5); 550-557.
• may present only two years of audited financial statements and only two years of related Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"); and
• will be eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards.
The Company intends to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of the JOBS Act. The Company's election to use the phase-in periods may make it difficult to compare its financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under Section 107 of the JOBS Act.
Under the JOBS Act, the Company may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after the Company's initial sale of common equity pursuant to a registration statement declared effective under the Securities Act, or such earlier time should it no longer meet the definition of an emerging growth company. In this regard, the JOBS Act provides that the Company would cease to be an "emerging growth company" if the Company has more than $1.235 billion in annual revenues, has more than $700 million in market value of its common stock held by non-affiliates, or issues more than $1 billion in principal amount of non-convertible debt over a three-year period.
Certain of these reduced reporting requirements and exemptions are also available to the Company due to the fact that it may also qualify as a "smaller reporting company" under the SEC's rules. For instance, smaller reporting companies are not required to obtain an auditor attestation on their assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required to provide a pay-for-performance graph or CEO pay ratio disclosure; and may present only two years of audited financial statements and related MD&A disclosure.
THE OFFERING
| The Issuer: | Conexeu Sciences Inc. Address: 50 West Liberty Street, Suite 880, Reno, NV 89501 Telephone: 424-333-5622 |
| The Selling Securityholders and Common Stock offered by the Selling Securityholders: | The selling securityholders (each, a "Selling Securityholder") are comprised of: (i) the holders of 750,000 shares of common stock issued pursuant to the Debt Settlement Agreement, (ii) the holders of 3,750,000 shares of common stock and 3,750,000 shares of common stock issuable upon exercise of the Private Placement Warrants, which were issued in the Private Placement, and (iii) the holders of 416,667 shares of common stock and 416,667 shares of common stock issuable upon exercise of the Business Advisory Warrants, which were issued pursuant to the Business Advisory Agreement. |
| Offering Price: | The Selling Securityholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time, either directly or through one or more underwriters, broker-dealers or agents. If the shares are sold through underwriters or broker-dealers, the Selling Securityholders will be responsible for underwriting discounts or commissions or agent's commissions. The shares may be sold on any securities exchange or over-the-counter market that the Company's shares may trade on in the future, or in transactions otherwise than on a securities exchange or over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. |
| Use of Proceeds: | We will not receive any proceeds from the resale of shares of our common stock by the Selling Securityholders. However, we will receive proceeds from the exercise of the Warrants if the applicable Selling Securityholder exercises the Warrants for cash. We will, however, incur all costs associated with this registration statement and prospectus. |
| Market for our Common Stock: | Our common stock is not listed for trading on any securities exchange or posted for trading on any over-the-counter market at this time. |
| Outstanding Shares of Common Stock: | There were 18,994,022 shares of common stock outstanding as of November 28, 2025. |
| Risk Factors: | See "Risk Factors" and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in our securities. |
RISK FACTORS
An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this prospectus in evaluating our company and our business before purchasing shares of our common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following risks. The risks described below may not be all of the risks facing our company. Additional risks not presently known to us or that we currently consider immaterial may also impair our business operations. You could lose all or part of your investment due to any of these risks.
Risks Related to Our Business and Strategy
We have a limited operating history and have incurred significant losses since our inception and anticipate that we will continue to incur losses for the foreseeable future. We have only one product candidate and no commercial sales, which, together with our limited operating history, make it difficult to assess our future viability.
We are a biotechnology company with a limited operating history. Medical product development is a highly speculative undertaking and involves a substantial degree of risk. To date, we have invested substantially all of our efforts and financial resources in the clinical development and regulatory approval of, and commercial planning for, 10 Minute Tissue™, which is currently our only product candidate. We are not profitable and have incurred losses in each year since our inception in 2022. We have a limited operating history upon which you can evaluate our business and prospects. Consequently, any predictions about our future success, performance or viability may not be as accurate as they could be if we had a longer operating history or an approved product on the market. In addition, we have limited experience and have not yet demonstrated an ability to successfully overcome many of the risks and uncertainties frequently encountered by companies in the medical aesthetics and biotechnology field. To date, we have not obtained any regulatory approvals for 10 Minute Tissue™ or generated any revenue from product sales relating to 10 Minute Tissue™. We continue to incur significant expenses related to regulatory approval and commercialization operations 10 Minute Tissue™. We expect to continue to incur losses for the foreseeable future, and we anticipate these losses will increase as we continue to seek regulatory approval for, and begin to commercialize, 10 Minute Tissue™, if approved. Our ability to achieve revenue and profitability is dependent on our ability to obtain necessary regulatory approvals and successfully market and commercialize 10 Minute Tissue™. We have limited experience in successfully commercializing a product candidate once approved. Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods. Our prior losses, combined with expected future losses, may adversely affect the market price of our common stock and our ability to raise capital and continue operations.
We currently depend entirely on the successful and timely regulatory approval and commercialization of our only product candidate, 10 Minute Tissue™. 10 Minute Tissue™ may not receive regulatory approval or, if it does receive regulatory approval, we may not be able to successfully commercialize it.
We currently have only one product candidate, 10 Minute Tissue™, and our business presently depends entirely on our ability to obtain regulatory approval for 10 Minute Tissue™ and to successfully commercialize it in a timely manner. We have no products currently approved for sale and we may never be able to develop marketable products. We are not permitted to market 10 Minute Tissue™ in the United States until we receive approval from the FDA. We do not know if or when we will receive any such approvals or whether we will need to make modifications or significant additional expenditures to obtain any such approvals. In addition, even if we receive approval in one country, we may not receive approval in any other jurisdiction. Our near-term prospects, including our ability to finance our company and generate revenue, as well as our future growth, depend entirely on the successful and timely regulatory approval and commercialization of 10 Minute Tissue™.
The regulatory and commercial success of 10 Minute Tissue™ will depend on a number of factors, including the following:
• whether we are required by the FDA, or other similar regulatory authorities to conduct additional clinical trials or meet other requirements to support the approval of 10 Minute Tissue™;
• our success in educating physicians and consumers about the benefits, administration and use of 10 Minute Tissue™, if approved;
• the prevalence, duration and severity of potential side effects experienced with 10 Minute Tissue™;
• the timely receipt of necessary marketing approvals from the FDA, and other similar regulatory authorities;
• achieving and maintaining compliance with all regulatory requirements applicable to 10 Minute Tissue™;
• the ability to raise additional capital on acceptable terms, or at all, if needed, to support the commercial launch of 10 Minute Tissue™;
• the acceptance by physicians and consumers of the safety and efficacy of 10 Minute Tissue™, if approved;
• our ability to successfully commercialize 10 Minute Tissue™, if approved, whether alone or in collaboration with others;
• the ability of our current manufacturer and any third parties with whom we may contract to manufacture 10 Minute Tissue™ to remain in good standing with regulatory agencies and develop, validate and maintain commercially viable manufacturing processes that are compliant with cGMP requirements; and
• the availability, perceived advantages, relative cost, relative safety and relative efficacy of competing products.
If we do not achieve one or more of these factors, many of which are beyond our control, in a timely manner or at all, we could experience significant delays or an inability to obtain regulatory approvals or commercialize 10 Minute Tissue™. Even if regulatory approvals are obtained, we may never be able to successfully commercialize 10 Minute Tissue™ or any future product candidates. In addition, we will need to transition at some point from a company with a development focus to a company capable of supporting commercial activities. We may not be successful in such a transition. Accordingly, we may not be able to generate sufficient revenue through the sale of 10 Minute Tissue™ or any future product candidates to continue our business.
We may require additional financing to fund our future operations, and a failure to obtain additional capital when so needed on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our operations and execute our business plan.
We have currently utilized substantial amounts of cash since our inception in order to conduct clinical development to support regulatory approval of 10 Minute Tissue™ initially in the United States. We expect that we will continue to expend substantial resources for the foreseeable future in order to finalize regulatory approval for 10 Minute Tissue™, to commercialize 10 Minute Tissue™, for the development of any other indications of 10 Minute Tissue™, and for the clinical development of any additional product candidates we may choose to pursue. In the near term, these expenditures will include costs associated with the development and expansion of our sales force and commercialization infrastructure in connection with commercializing 10 Minute Tissue™, if approved. In the long term, these expenditures will include costs associated with the continued commercialization of 10 Minute Tissue™, if approved, and any of our future product candidates, such as research and development, conducting preclinical studies and clinical trials and manufacturing and supplying as well as marketing and selling any products approved for sale. In addition, other unanticipated costs may arise. Because the regulatory approval process and commercialization expenditures needed to meet our sales objectives is highly uncertain, we cannot reasonably estimate the actual amounts necessary to successfully complete the development and commercialization of 10 Minute Tissue™ or any future product candidates. We expect to incur additional costs such as hiring additional personnel and expanding our operations.
If we raise additional capital through marketing and distribution arrangements or other collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish certain valuable rights to our product candidates, technologies, future revenue streams or research programs or grant licenses on terms that may not be favorable to us. If we raise additional capital through public or private equity offerings or offerings of securities convertible into our equity, the ownership interest of our existing stockholders will be diluted and the terms of any such securities may have a preference over our common stock. Debt financing, receivables financing and royalty financing may also be coupled with an equity component, such as warrants to purchase our capital stock, which could also result in dilution of our existing stockholders' ownership, and such dilution may be material. Additionally, if we raise additional capital through debt financing, we may have increased fixed payment obligations and may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt or making capital expenditures to meet specified financial ratios, and other operational restrictions, any of which could restrict our ability to commercialize our product candidates or operate as a business and may result in liens being placed on our assets. If we were to default on any of our indebtedness, we could lose such assets.
Even if 10 Minute Tissue™ or future product candidates, if any, receive regulatory approval, they may fail to achieve the broad degree of healthcare practitioner adoption and use necessary for commercial success.
Even if 10 Minute Tissue™ receives marketing approval, it may nonetheless fail to gain sufficient market acceptance by healthcare practitioners, consumers and others in the medical aesthetics community. The commercial success of 10 Minute Tissue™ and any future product candidates, if approved, will depend significantly on the broad adoption and use of the resulting product by healthcare practitioners for approved indications, including, in the case of 10 Minute Tissue™, wound care and other aesthetic indications that we may seek to pursue. We are aware that other companies are seeking to develop alternative products and treatments, any of which could impact the demand for 10 Minute Tissue™.
The degree and rate of healthcare practitioner adoption of 10 Minute Tissue™ and any future product candidates, if approved, depend on a number of factors, including:
• the effectiveness, ease of use, and safety of 10 Minute Tissue™ and any future product candidates as compared to existing products or treatments;
• healthcare practitioners and consumer willingness to adopt 10 Minute Tissue™ for wound care or other aesthetic indications we may pursue over products and brands with which consumers and healthcare practitioners may have more familiarity or recognition or additional approved uses;
• overcoming any biases healthcare practitioners or consumers may have toward the use, safety and efficacy of existing products or treatments and successful marketing of the benefits of 10 Minute Tissue™;
• the cost of 10 Minute Tissue™ and any future product candidates in relation to alternative products or treatments and willingness to pay for the product or treatment, if approved, on the part of consumers;
• proper training and administration of 10 Minute Tissue™ and any future product candidates by healthcare practitioners;
• consumer satisfaction with the results and administration of 10 Minute Tissue™ and any future product candidates and overall treatment experience;
• changes in pricing, promotional and bundling efforts by competitors;
• consumer demand for wound care or other aesthetic indications that may be approved in the future;
• the willingness of consumers to pay for 10 Minute Tissue™ and any future product candidates relative to other discretionary items, especially during economically challenging times;
• the revenue and profitability that 10 Minute Tissue™ and any future product candidates may offer a healthcare practitioner as compared to alternative products or treatments;
• the effectiveness of our sales, marketing and distribution efforts and our ability to develop our brand awareness;
• any adverse impact on our brand resulting from key opinion leader relationships with our parent organizations, whether or not related to us;
• our ability to compete with our competitors' product bundling offerings as we plan to initially launch 10 Minute Tissue™ as a stand-alone product; and
• adverse publicity about our product candidates, competitive products, or the industry as a whole, or favorable publicity about competitive products.
If 10 Minute Tissue™ or any future product candidates are approved for use but fail to achieve the broad degree of healthcare practitioner adoption necessary for commercial success, our operating results and financial condition will be adversely affected, which may delay, prevent or limit our ability to generate revenue and continue our business.
If 10 Minute Tissue™ or any of our future product candidates are approved for marketing, and we are found to have improperly promoted off-label uses, or if healthcare practitioners misuse our products or use our products off-label, we may become subject to prohibitions on the sale or marketing of our products, significant fines, penalties, sanctions, or product liability claims, and our image and reputation within the industry and marketplace could be harmed.
The FDA and other regulatory agencies strictly regulate the marketing and promotional claims that are made about pharmaceutical products, such as 10 Minute Tissue™, if approved. In particular, a product may not be promoted for uses or indications that are not approved by the FDA or other similar regulatory authorities as reflected in the product's approved labeling. If we receive marketing approval for 10 Minute Tissue™, healthcare practitioners could use 10 Minute Tissue™ on their patients in a manner that is inconsistent with the approved label, potentially including for the treatment of other aesthetic or therapeutic indications. If we are found to have promoted such off-label uses, we may receive warning letters and be subject to other enforcement actions from the FDA and other regulatory agencies, and become subject to significant liability, which would materially harm our business. The federal government has levied large civil and criminal fines against companies for alleged improper promotion and has enjoined several companies from engaging in off-label promotion. If we become the target of such an investigation or prosecution based on our marketing and promotional practices, we could face similar sanctions, which would materially harm our business. In addition, management's attention could be diverted from our business operations, significant legal expenses could be incurred, and our reputation could be damaged. The FDA has also required that companies enter into consent decrees or permanent injunctions under which specified promotional conduct is changed or curtailed in order to resolve FDA enforcement actions. If we are deemed by the FDA to have engaged in the promotion of our products for off-label use, we could be subject to FDA prohibitions or other restrictions on the sale or marketing of our products and other operations or significant fines and penalties, and the imposition of these sanctions could also affect our reputation and position within the industry.
Healthcare practitioners may also misuse 10 Minute Tissue™ or any future product candidates, if approved, or use improper techniques, potentially leading to adverse results, side effects or injury, which may lead to product liability claims. If 10 Minute Tissue™ or any future product candidates, if approved, are misused or used with improper techniques or are determined to cause or contribute to consumer harm, we may become subject to costly litigation by our customers or their patients. Product liability claims could divert management's attention from our core business, be expensive to defend, result in sizable damage awards against us that may not be covered by insurance and subject us to negative publicity resulting in reduced sales of our products. Furthermore, the use of 10 Minute Tissue™ or any future product candidates, if approved, for indications other than those cleared by the FDA may not effectively treat such conditions, which could harm our reputation in the marketplace among healthcare practitioners and consumers. Any of these events could adversely affect our business and results of operations and cause the value of our stock to decline.
We may have significant product liability exposure and our insurance may not cover all potential claims.
We are exposed to potential product liability and other claims in the event that our technologies or products are alleged to have caused harm. We may not be able to obtain insurance for the potential liability on acceptable terms with adequate coverage or at reasonable costs. Any potential product liability claims could exceed the amount of our insurance coverage or may be excluded from coverage under the terms of the policy. Our insurance may not be renewed at a cost and level of coverage comparable to that then in effect. Any of the foregoing could adversely affect our business and results of operations.
Defects, failures or quality issues associated with our potential products could lead to product recalls or safety alerts, adverse regulatory actions, product liability lawsuits and other litigation and negative publicity that could materially adversely affect our reputation, business, results of operations and financial condition.
Quality is extremely important to us and our future customers due to the serious and costly consequences of product failure. Quality and safety issues may occur with respect to any of our potential products, and our future operating results will depend on our ability to maintain an effective quality control system and effectively train and manage our workforce with respect to our quality system. The development, manufacture and control of medical products are subject to extensive and rigorous regulation by numerous government agencies, including the FDA and similar foreign agencies. Compliance with these regulatory requirements is subject to continual review and is monitored rigorously through periodic inspections by the FDA and foreign regulatory authorities. The FDA and foreign regulatory authorities may also require post-market testing and surveillance to monitor the performance of products cleared or approved for use in their jurisdictions. Our intended manufacturing facilities and those of our suppliers and any independent sales agencies will be subject to periodic regulatory inspections. If the FDA or other regulatory authority were to conclude that we or our suppliers have failed to comply with any of these requirements, it could institute a wide variety of enforcement actions, ranging from a public warning letter to more severe sanctions, such as product recalls or seizures, withdrawals, monetary penalties, consent decrees, injunctive actions to halt the manufacture or distribution of products, import detentions of products made outside the United States, export restrictions, restrictions on operations or other civil or criminal sanctions. Civil or criminal sanctions could be assessed against our officers, employees, or us. Any adverse regulatory action, depending on its magnitude, may restrict us from effectively manufacturing, marketing, and selling our products.
We could face product liability lawsuits or other similar proceedings relating to actual or alleged injuries, defects, deficiencies, failures, and/or representations relating to our products. We do not have, and do not anticipate obtaining, contractual indemnification from parties supplying raw materials or parties marketing the products we plan to sell. In any event, even if we were able to obtain contractual indemnity from such parties, indemnification from the manufacturers of our products or from any other party is limited by the terms of the indemnity and by the creditworthiness of the indemnifying party. A successful product liability or other applicable claim or series of claims brought against us could result in judgments, fines, damages and liabilities that could have a material adverse effect on our business. We may incur significant expense investigating and defending these claims, even if they do not result in liability. Moreover, even if no judgments, fines, damages or liabilities are imposed on us, our reputation could suffer as result of any such claim, which could have a material adverse effect on our business.
Product liability insurance for the healthcare industry may become prohibitively expensive, to the extent it is available at all. We may not be able to maintain such insurance on acceptable terms or be able to secure increased coverage as commercialization of our products progresses, nor can we be sure that existing or future claims against us will be covered by our product liability insurance. In the event that we do not have adequate insurance or contractual indemnification, product liability claims relating to defective products could have a material adverse effect on our business.
In addition, we cannot predict the results of future legislative activity or future court decisions, any of which could increase regulatory requirements, subject us to government investigations or expose us to unexpected litigation. Any regulatory action or litigation, regardless of the merits, may result in substantial costs, divert management's attention from other business concerns and place additional restrictions on our sales or the use of our products. In addition, negative publicity, including regarding a quality or safety issue, could damage our reputation, reduce market acceptance of our products, cause us to lose customers and decrease demand for our products. Any actual or perceived quality issues may also result in issuances of physician's advisories against our products or cause us to conduct voluntary recalls. Any product defects or problems, regulatory action, litigation, negative publicity or recalls could disrupt our business and have a material adverse effect on our business, results of operations and financial condition.
Worldwide economic and market conditions, an unstable economy, a decline in consumer demand or spending levels for our products and other adverse developments, including inflation, could adversely affect our business, results of operations and liquidity.
Many economic and other factors are outside of our control, including general economic and market conditions, consumer and commercial credit availability, inflation, unemployment, consumer debt levels and other challenges affecting the global economy. Increases in the rates of unemployment, reduced access to credit and issues related to domestic and international politics may adversely affect consumer confidence and disposable income levels. Lower consumer confidence and disposable incomes could lead to reduced consumer spending and lower demand for our products and services. Decreases in the number of healthcare practitioners and medical offices or financial hardships for healthcare practitioners may also adversely affect distribution channels of our products. A weak or declining economy could also strain our suppliers, possibly resulting in supply disruption. In addition, historically, during economic downturns, there have been reductions in spending on elective procedures as well as pressure for extended billing terms and other financial concessions. While Conexeu has not specifically identified any material impact to its operations based on recent inflationary pressures, historically during inflationary periods, individuals tend to reduce discretionary spending, which would include aesthetic medical procedures. A severe or prolonged economic downturn could also limit our ability to raise additional capital when needed on acceptable terms, if at all. These factors could have a negative impact on our potential sales and operating results.
Our product faces, and any of our future product candidates may face, significant competition and our failure to effectively compete may prevent us from achieving significant market penetration and expansion.
We are in a highly competitive market. Successful competitors in our market have the ability to efficiently and effectively develop or acquire products, obtain patents, develop, test and obtain regulatory approvals for products, and effectively commercialize, market and promote approved products, including communicating the safety and value of products to actual and prospective customers and medical staff. Numerous companies are engaged in developing, patenting, manufacturing and marketing products which we expect will compete with our product. Many of these competitors are large, experienced companies that enjoy significant competitive advantages, such as substantially greater financial, research and development, manufacturing, testing, personnel and marketing resources, greater brand recognition and more experience and expertise in obtaining marketing approvals from the FDA and other regulatory authorities. It is possible that competitors will succeed in developing technologies that are safer, more effective, more convenient or that have a lower cost of goods and price than our product or future products being developed by us, or that would render our product and technology obsolete or noncompetitive. Competition could also result in reduced profit margins and limited sales, which would harm our business, financial condition and results of operations.
Government regulation of healthcare creates risks and challenges with respect to our compliance efforts and our business strategies.
The healthcare industry is highly regulated and is subject to changing political, legislative, regulatory, and other influences. Existing and new laws and regulations affecting the healthcare industry could create unexpected liabilities for us, could cause us to incur additional costs, and could restrict our operations, including preventing, limiting or delaying regulatory approval of our product candidates. Many healthcare laws are complex, and their application to specific products and services may not be clear. In particular, many existing healthcare laws and regulations, when enacted, did not anticipate the services that we aim to provide. However, these laws and regulations may nonetheless be applied to our business. We cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative action, either in the United States or abroad. If we are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if we are not able to maintain regulatory compliance, we may lose any marketing approval that we may have obtained, and we may not achieve or maintain profitability. Our failure to accurately anticipate the application of these laws and regulations, or other failure to comply, could therefore create liability for us, result in adverse publicity and materially affect our business, financial condition, and results of operations.
If we are unable to hire, retain or motivate qualified personnel, consultants, independent contractors, and advisors, we may not be able to grow effectively.
Our performance will be largely dependent on the talents and efforts of highly skilled individuals. The loss of one or more members of our management team or other key employees or consultants could materially harm our business, financial condition, results of operations and prospects. Our future success depends on our continuing ability to identify, hire, develop, motivate and retain highly qualified personnel for all areas of our organization. We face competition for personnel and consultants from other companies, universities, public and private research institutions, government entities and other organizations. If we do not succeed in attracting excellent personnel or in retaining or motivating them, we may be unable to grow effectively. In addition, our future success will depend in large part on our ability to retain key consultants and advisors. We cannot assure that any skilled individuals will agree to become an employee, consultant, or independent contractor of the Company. Our inability to retain their services could negatively impact our business and our ability to execute our business strategy.
Any negative publicity concerning our products could harm our business and reputation and negatively impact our financial results.
If approved, the reactions of potential patients, healthcare practitioners, the news media, legislative and regulatory bodies and others to information about complications or alleged complications of our product could result in negative publicity and could materially reduce market acceptance of our product. These reactions, or any investigations and potential resulting negative publicity, may have a material adverse effect on our business and reputation and negatively impact our financial condition, results of operations or the market price of our common stock. In addition, significant negative publicity could result in an increased number of product liability claims against us.
Risks Related to Our Intellectual Property and Privacy Legislation
If we are unable to obtain and maintain patent protection for our technology and products, or if our partners or licensors are unable to obtain and maintain patent protection for the technology or products that we license from them, or if the scope of the patent protection obtained is not sufficiently broad, our competitors could develop and commercialize technology and products similar or identical to that of ours, and our ability to successfully commercialize our technology and products may be adversely affected.
Our success will depend on our ability to obtain and maintain patent and other intellectual property protection with respect to our product candidates. The Company has sought to protect our proprietary position by filing patent applications in the United States, Canada, the European Union, Australia, and Japan related to 10 Minute Tissue™ and our ECM scaffold technology. This process is expensive and time-consuming, and we may not be able to file and prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. In addition, a patent might not be issued or granted with respect to our patent application in Canada that is currently pending, and issued or granted patents might later be found to be invalid or unenforceable, be interpreted in a manner that does not adequately protect our current product or any future products or fail to otherwise provide us with any competitive advantage. The patent position of biotechnology and pharmaceutical companies is generally uncertain because it involves complex legal and factual considerations and in recent years has been the subject of much litigation. The standards applied by the United States Patent and Trademark Office and foreign patent offices in granting patents are not always applied uniformly or predictably. As a result, the issuance, scope, validity, enforceability and commercial value of the Company's and our partners' or licensors' patent rights are highly uncertain. The degree of future protection that we will have on our proprietary ECM scaffold technology, if any, is uncertain and a failure to obtain adequate intellectual property protection with respect to our product candidates and proprietary technology could have a material adverse impact on the success of our business.
Even if our owned and licensed patent applications issue as patents, they may not issue in a form that will provide us with any meaningful protection, prevent competitors from competing with us or otherwise provide us with any competitive advantage. Our competitors may be able to circumvent our owned or licensed patents by developing similar or alternative technologies or products in a non-infringing manner. The issuance of a patent is not conclusive as to its scope, validity or enforceability, and our owned and licensed patents may be challenged in the courts or patent offices in the United States, Canada, and abroad. Such challenges may result in patent claims being narrowed, invalidated or held unenforceable, which could limit our ability to or stop or prevent us from stopping others from using or commercializing similar or identical technology and products, or limit the duration of the patent protection of our technology and products. Given the amount of time required for the development, testing and regulatory review of new product candidates, patents protecting such candidates might expire before or shortly after such candidates are commercialized. As a result, our owned and licensed patent portfolio may not provide us with sufficient rights to exclude others from commercializing products similar or identical to ours.
If we are unable to protect the confidentiality of our trade secrets, our innovative capacity and competitive position could be harmed.
We rely on trade secrets, including unpatented know-how, technology and other proprietary information, to maintain our competitive position, in addition to filing patents for some of our technology and products. The types of protections available for trade secrets are particularly important with respect to certain aspects of our manufacturing processes. We seek to protect these trade secrets, in part, by entering into non-disclosure and confidentiality agreements with parties who have access to them, such as our employees, corporate collaborators, outside scientific collaborators, sponsored researchers, contract manufacturers, consultants, advisors and other third parties. We may also enter into confidentiality and invention or patent assignment agreements (or have language governing such in employment or consulting agreements) with our employees and consultants, as applicable. Despite these efforts, any of these parties may breach the agreements and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, courts in certain jurisdictions are less willing or unwilling to protect trade secrets. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor, we would have no right to prevent them from using that technology or information to compete with us. If any of our trade secrets were to be disclosed to or independently developed by a competitor, our competitive position would be harmed.
We may become involved in lawsuits to protect or enforce our patents, which could be expensive, time-consuming and whether successful or unsuccessful, limit the commercial value of our product or have a material adverse effect on our business.
Competitors may infringe any of our current or future patents. To counter infringement or unauthorized use, we may be required to file expensive and time-consuming infringement claims. Also, the court may decide in an infringement proceeding that a specific patent held by us is not valid or enforceable or may refuse to stop the other party from using our intellectual technology at issue on the grounds that our patents do not cover the intellectual property being disputed. An adverse result in any litigation proceeding could put one or more of our patents at risk of being invalidated or interpreted narrowly. Additionally, due to the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation.
Our commercial successes depend upon our ability and the ability of our partners and other collaborators to develop, manufacture, market and sell our product candidates and use our proprietary technologies without infringing the proprietary rights of third parties. Third parties may assert infringement claims against us based on existing patents or patents that may be granted in the future which at this time cannot be known to us. We may become party to, or threatened with, future adversarial proceedings or litigation regarding intellectual property rights with respect to our products and technology, including interference proceedings before the United States Patent and Trademark Office or other similar regulatory authorities. If the third party is successful and we are found to infringe on their intellectual property rights, we could be forced to negotiate the rights to the third party's intellectual property in order to continue to develop and market our products and technology. There is no guarantee that we will be able to obtain any required license on commercially reasonable terms or at all. Even if we were able to obtain a license, it could be non-exclusive, thereby giving our competitors access to the same technologies licensed to us. If we are not able to obtain a license for the rights to their technology, we could be forced, including by court order, to cease commercializing the infringing technology or product. In addition, we could be found liable for additional monetary damages. A finding of infringement could prevent us from commercializing our product candidates, or delay commercialization during adjudication of a patent dispute, or force us to cease some of its business operations, pay royalties and/or damages to companies holding the patents that were infringed, all of which could materially harm our business. Claims that we have misappropriated the confidential information or trade secrets of third parties could have a similar negative impact on our business.
Litigation or other legal proceedings relating to intellectual property claims may cause us to incur significant expenses and could distract our employees from their normal responsibilities, even if it is resolved in our favour. Also, any public announcements of the results of hearings, motions or other interim proceedings or developments could be perceived to be negative by securities analysts or investors, leading to a potential adverse effect on the price of our common stock. These types of litigation or proceedings could substantially increase our operating losses and reduce the resources available for product development activities. We may not have sufficient financial or other resources to adequately conduct such litigation or proceedings. Some of our competitors may be able to sustain the costs of such litigation or proceedings more effectively than we can because of their greater financial resources. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could have a material adverse effect on our ability to compete in the marketplace.
We must protect and manage confidential personal health information, including reporting from marketed product adverse event reporting and clinical trials. Accidental release of information could harm us.
As our programs advance in development, we expect to generate or otherwise obtain clinical data that may include personal information and personal health information. These data are required for successful development and commercialization of pharmaceutical products, such as clinical trial data to support regulatory submissions and pharmacovigilance data to monitor for potential adverse events following product launch. We recognize the sensitivity of this data and will apply protections to minimize the risk of release, including strict data blinding protocols and secure information technology infrastructure. However, despite these measures, it is possible that personal information or personal health information could be released and may expose us to substantial reputational risk and legal liabilities. Regardless of merit or eventual outcome, liability claims may result in decreased demand for any product candidates or products that it may develop, injury to our reputation and significant negative media attention, withdrawal of clinical trial participants, significant costs to defend the related litigation, substantial monetary awards to trial participants or patients, loss of revenue and the inability to commercialize any products that we may develop.
Risks Related to our Common Stock
Certain directors and officers may be subject to conflicts of interest.
The Company may be subject to various potential conflicts of interest because of the fact that some of its officers and directors may be engaged in a range of business activities. In addition, the Company's executive officers and directors may devote time to their outside business interests, so long as such activities do not materially or adversely interfere with their duties to the Company. In some cases, the Company's executive officers and directors may have fiduciary obligations associated with these outside business interests, which could require significant time and attention that interfere with their ability to devote adequate time to the Company's business and affairs and could adversely affect the Company's operations.
There is no existing market for our common stock, and we cannot assure that a public trading market for our common stock will ever be established.
At present, there is no active trading market for our securities, and we cannot assure that a trading market will develop. Our common stock does not have a trading symbol. We cannot predict the extent to which investor interest in our Company will lead to the development of a trading market or how liquid that market might become.
Additionally, secondary trading in our shares of common stock will not be possible in any state until the shares are qualified for sale under the applicable securities laws of the state in question or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in such state. If we fail to register or qualify or to obtain to verify an exemption for the secondary trading of our shares of common stock in any particular state, then the shares could not be offered or sold to, or purchased by, a resident of that state. If a significant number of states refuse to permit secondary trading in our shares of common stock, the liquidity for the shares could be significantly impacted, and you may have difficulty in selling your shares.
If we issue additional common stock, stockholders may experience dilution in their ownership of the Company.
Our Articles of Incorporation, as amended, authorizes the issuance of up to 250,000,000 shares of common stock, par value $0.001 per share and 50,000,000 shares of preferred stock, par value of $0.001 per share. Our board of directors (the "Board") has the authority to issue additional shares of our capital stock to provide additional financing or for acquisitions in the future and designate the rights of the preferred stock, which may include voting, dividend, distribution or other rights that are preferential to those held by the common stockholders. Consequently, stockholders may experience more dilution in their ownership of us in the future. Our Board and majority stockholders have the power to amend our certificate of incorporation in order to effect forward and reverse stock splits, recapitalizations, and similar transactions without the consent of our other stockholders. The issuance of additional common stock would dilute stockholders' ownership in the Company.
Because we do not intend to pay any cash dividends on our Common Shares, our shareholders will not be able to receive a return on their shares unless they sell them.
We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common shares in the foreseeable future. Declaring and paying future dividends, if any, will be determined by our Board, based upon earnings, financial condition, capital resources, capital requirements, restrictions in our Articles of Incorporation, contractual restrictions, and such other factors as our Board deems relevant. Unless we pay dividends, our shareholders will not be able to receive a return on their shares unless they sell them. There is no assurance that shareholders will be able to sell shares when desired.
We will incur increased costs as a result of operating as a public reporting company, and our management team will be required to devote substantial time to new compliance requirements.
If we become a public reporting company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, many rules and regulations exist for companies listed on stock exchanges that impose various requirements on public companies, including the establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Our management and other personnel would need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly.
We will use our commercially reasonable efforts to list our common stock for trading on a securities exchange; however, it is uncertain when our common stock will be listed on an exchange for trading, if ever.
There is currently no public market for our common stock and there can be no assurance that one will ever develop. Our Board, in its sole discretion, may choose to take actions necessary to list our common stock on a national securities exchange, but is not obligated to do so. As a result, our common stock may not be listed on a securities exchange for an extended period of time, if at all. If our common stock is not listed on an exchange, it may be difficult to sell or trade in our common stock.
We are eligible to be treated as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common shares less attractive to investors.
We are an "emerging growth company", as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including (1) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (2) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and (3) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In addition, as an emerging growth company, we are only required to provide two years of audited financial statements and two years of selected financial data in this prospectus. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our common shares held by non-affiliates exceeds $700.0 million as of the last business day of April before that time or if we have total annual gross revenue of $1.235 billion or more during any fiscal year before that time, in which cases we would no longer be an emerging growth company as of the following October 31 or, if we issue more than $1.0 billion in non-convertible debt during any three-year period before that time, we would cease to be an emerging growth company immediately. Even after we no longer qualify as an emerging growth company, we may still qualify as a "smaller reporting company" which would allow us to take advantage of many of the same exemptions from disclosure requirements, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, not being required to provide selected financial data in the registration statements and periodic reports that we file with the SEC, and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We cannot predict if investors will find our common shares less attractive because we may rely on these exemptions. If some investors find our common shares less attractive as a result, and if our common shares become publicly traded, such trading market may be less active than it otherwise could be if we were not to take advantage of such exemptions, and our share price may be more volatile.
If we fail to establish and maintain an effective system of internal controls, we may not be able to report our financial results accurately or prevent fraud. Any inability to report and file our financial results accurately and timely could harm our reputation and adversely impact the trading price of our common shares.
Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation with investors may be harmed. Notwithstanding our diligence, certain internal controls deficiencies may not be detected. As a result, any internal control deficiencies may adversely affect our financial condition, results of operations and access to capital.
USE OF PROCEEDS
All shares of our common stock offered by this prospectus are being registered for the account to the Selling Securityholders and we will not receive any proceeds from the sale of these shares by the Selling Securityholders. However, we will receive proceeds of up to $1,666,666.80 from the cash exercise of the Warrants.
The Selling Securityholders will pay any underwriting fees, discounts, selling commission, stock transfer taxes and certain legal expenses incurred by such Selling Securityholders in disposing of their shares of common stock, and we will bear all other costs, fees and expenses incurred in effecting the registration of such securities covered by this prospectus, including, without limitation, all registration and filing fees, and fees and expenses of our counsel and our independent registered public accountants.
DETERMINATION OF OFFERING PRICE
The Selling Securityholders may sell its shares of common stock offered under this prospectus at prevailing market prices, privately negotiated prices or otherwise as set forth under "Plan of Distribution" in this prospectus.
We cannot currently determine the price or prices at which our shares of common stock may be sold by the Selling Securityholders under this prospectus.
DIVIDEND POLICY
We have never declared or paid any cash dividends on our shares of common stock to date and do not intend to pay cash dividends. We anticipate that we will retain all available funds and any future earnings, if any, for use in the operation of our business and do not anticipate paying cash dividends in the foreseeable future. In addition, future debt instruments, if any, may materially restrict our ability to pay dividends on our shares of common stock. Payment of future cash dividends, if any, will be at the discretion of the board of directors after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs, the requirements of then-existing debt instruments, if any, and other factors the board of directors deems relevant.
SELLING SECURITYHOLDERS
Unless the context otherwise requires, as used in this prospectus, "Selling Securityholders" refers to the Selling Securityholders named in this prospectus, or certain transferees, assignees or other successors-in-interest that may receive our securities from the Selling Securityholders.
We have prepared this prospectus to allow the Selling Securityholders to sell or otherwise dispose of, from time to time, up to 9,083,334 shares of common stock, which are comprised of (i) 750,000 shares of common stock issued by the Company pursuant the Debt Settlement Agreement, (ii) 3,750,000 shares of common stock issued by the Company pursuant to the Private Placement, (iii) 416,667 shares of common stock issued by the Company pursuant to the Business Advisory Agreement, (iv) 3,750,000 shares of common stock issuable upon exercise of the Private Placement Warrants issued pursuant to the Private Placement, and (v) 4,16,667 shares of common stock issuable upon exercise of the Business Advisory Warrants issued pursuant to the Business Advisory Agreement. Except for the beneficial ownership of securities of the Company, neither the Selling Securityholders nor any persons who have control over the Selling Securityholders have had any material relationship with us within the past three years.
The table below lists the Selling Securityholders and other information regarding the ownership of our shares of common stock by the Selling Securityholders.
The second column lists the number of shares of common stock owned by the Selling Securityholders, based on its ownership of the shares of common stock and securities convertible or exercisable into shares of common stock, as of November 28, 2025, assuming exercise or conversion, as applicable, of the securities exercisable or convertible into shares of common stock held by the Selling Securityholders on that date, if applicable, without regard to any limitations on conversions or exercises.
The third column lists the shares of common stock being offered pursuant to this prospectus by the Selling Securityholders. Because the Selling Securityholders may sell some or all of the shares of common stock beneficially owned by them and covered by this prospectus, no estimate can be given as to the amount or percentage of common stock that will be held by the Selling Securityholders after any sales made pursuant to this prospectus. The following table assumes that the Selling Securityholders will sell all of the shares of common stock listed in this prospectus.
| Shares Beneficially Owned Prior to Offering(1) |
Maximum Number of Shares to be Offered |
Shares Beneficially Owned After Offering(2) |
|||
| Name of Selling Stockholders | Number | Percentage | Number | Percentage | |
| Glen Tait | 625,000(3) | 3.2% | 625,000 | Nil | 0% |
| Jason Pamer | 625,000(4) | 3.2% | 625,000 | Nil | 0% |
| Philip Tapley | 625,000(5) | 3.2% | 625,000 | Nil | 0% |
| Paisley Capital Holdings Corp. | 1,800,000(6) | 9.5% | 1,800,000 | Nil | 0% |
| Viola Mae Suffron | 1,000,000(7) | 5.2% | 1,000,000 | Nil | 0% |
| Richard Christensen | 625,000(8) | 3.2% | 625,000 | Nil | 0% |
| Urs Meier | 833,334(9) | 4.3% | 833,334 | Nil | 0% |
| San Spirito Trust | 750,000(10) | 4.0% | 750,000 | Nil | 0% |
| Quintus Growth Fund (subfund of Multi-Valor AIF Umbrella Fund SICAV) | 2,200,000(11) | 9.99% | 2,200,000 | Nil | 0% |
(1) Under Rule 13d-3 of the Exchange Act a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares: (i) voting power, which includes the power to vote or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. The applicable percentage of ownership is based on 18,994,022 shares of our common stock issued and outstanding as of November 28, 2025.
(2) Assumes the Selling Securityholders sell all of the shares which are being registered under the registration statement of which this prospectus forms a part.
(3) This figure includes: (i) 312,500 shares of our common stock held by Mr. Tait; and (ii) 312,500 warrants to purchase 312,500 shares of our common stock exercisable within 60 days.
(4) This figure includes: (i) 312,500 shares of our common stock held by Mr. Pamer; and (ii) 312,500 warrants to purchase 312,500 shares of our common stock exercisable within 60 days.
(5) This figure includes: (i) 312,500 shares of our common stock held by Mr. Tapley; and (ii) 312,500 warrants to purchase 312,500 shares of our common stock exercisable within 60 days.
(6) This figure includes 1,800,000 shares of our common stock only. Each of Franz Buser and Jacqueline Elsener have voting and dispositive power over these shares.
(7) This figure includes: (i) 700,000 shares of our common stock held by Ms. Suffron; and (ii) 300,000 warrants to purchase 300,000 shares of our common stock exercisable within 60 days.
(8) This figure includes: (i) 312,500 shares of our common stock held by Mr. Christensen; and (ii) 312,500 warrants to purchase 312,500 shares of our common stock exercisable within 60 days.
(9) This figure includes: (i) 416,667 shares of our common stock held by Mr. Meier; and (ii) 416,667 warrants to purchase 416,667 shares of our common stock exercisable within 60 days.
(10) This figure includes 750,000 shares of our common stock only. Diana Claxton-Whittaker has voting and dispositive power over these shares.
(11) This figure includes 2,200,000 warrants to purchase 2,200,000 shares of our common stock exercisable within 60 days, however, Quintus Growth Fund may not exercise any portion of the warrants to the extent such exercise would cause Quintus Growth Fund, together with its affiliates, to beneficially own a number of shares of common stock which would exceed 9.99% of our then outstanding common stock. Each of Sven Soro and Wilhelm Zehender have voting and dispositive power over these securities.
PLAN OF DISTRIBUTION
If our stock is listed on a national securities exchange or posted for trading on an over-the-counter market, the Selling Securityholders may, from time to time, sell any or all of their securities covered hereby on the securities exchange or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling stockholders may use any one or more of the following methods when selling securities:
• ordinary brokerage transactions and transactions in which the broker dealer solicits purchasers;
• block trades in which the broker dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
• purchases by a broker dealer as principal and resale by the broker dealer for its account;
• an exchange distribution in accordance with the rules of the applicable exchange;
• privately negotiated transactions;
• settlement of short sales;
• in transactions through broker dealers that agree with the selling stockholders to sell a specified number of such securities at a stipulated price per security;
• through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
• a combination of any such methods of sale; or
• any other method permitted pursuant to applicable law.
The Selling Securityholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.
Broker dealers engaged by the Selling Securityholders may arrange for other brokers dealers to participate in sales. Broker dealers may receive commissions or discounts from the Selling Securityholders (or, if any broker dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in an amendment or supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.
In connection with the sale of the securities or interests therein, the Selling Securityholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Securityholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Securityholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The Selling Securityholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The Selling Securityholders have informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.
We are required to pay certain fees and expenses incurred by us incident to the registration of the securities. We have agreed to indemnify the Selling Securityholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
We intend to keep this Prospectus effective until the earlier of (i) the date on which the securities may be resold by each of the Selling Securityholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for us to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of Selling Securityholder's securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Securityholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the Selling Securityholders or any other person. We will make copies of this prospectus available to the Selling Securityholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
DESCRIPTION OF SECURITIES TO BE REGISTERED
The registration statement of which this Prospectus forms a part has been filed with the SEC in accordance with the requirements of the Securities Act in order to register (a) the 750,000 shares of common stock issued by the Company pursuant to the Debt Settlement Agreement dated September 15, 2024; (b) the 3,750,000 shares of common stock issued by the Company pursuant to the Private Placement that closed on May 16, 2025; (c) the 416,667 shares of common stock issued by the Company pursuant to the Business Advisory Agreement dated May 16, 2025; (d) the 3,750,000 shares of common stock issuable upon exercise of the Private Placement Warrants issued pursuant to the Private Placement; and (e) the 416,667 shares of common stock issuable upon exercise of the Business Advisory Warrants issued pursuant to the Business Advisory Agreement.
Authorized Capital
We are authorized to issue 250,000,000 shares of common stock, having a par value of $0.001 per share, and 50,000,000 shares of preferred stock, having a par value of $0.001 per share.
Outstanding Capital Stock
As of November 28, 2025, we have 18,994,022 shares of common stock issued and outstanding and we have 1320 registered holders of our shares of common stock. As of November 28, 2025, we have 685,000 stock options outstanding to acquire 685,000 shares of our common stock held by employees, directors, officers and consultants, as well as 9,733,226 warrants outstanding to purchase 9,733,226 shares of common stock.
Common Stock
Dividends
Subject to the rights of holders of any Preferred Stock having preference as to dividends and except as otherwise provided by the Articles of Incorporation, as amended from time to time (hereinafter, the "Articles") or the Nevada Revised Statutes (hereinafter, the "NRS"), the holders of Common Stock shall be entitled to receive dividends when, as and if declared by the board of directors (the "Board") out of assets legally available therefor.
Voting Rights
Except as otherwise provided by the NRS, the holders of the issued and outstanding shares of Common Stock shall be entitled to one vote for each share of Common Stock. No holder of shares of Common Stock shall have the right to cumulate votes.
Liquidation Rights
In the event of liquidation, dissolution, or winding up of the affairs of the Company, whether voluntary or involuntary, subject to the prior rights of holders of Preferred Stock to share ratably in the Company's assets, the Common Stock and any shares of Preferred Stock which are not entitled to any preference in liquidation shall share equally and ratably in the Company's assets available for distribution after giving effect to any liquidation preference of any shares of Preferred Stock. A merger, conversion, exchange or consolidation of the Company with or into any other person or sale or transfer of all or any part of the assets of the Company (which shall not in fact result in the liquidation of the Company and the distribution of assets to stockholders) shall not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company.
No Conversion, Redemption, or Pre-emptive Rights
The holders of Common Stock shall not have any conversion, redemption, or pre-emptive rights.
Preferred Stock
The total number of shares of preferred stock that the Company has authority to issue is 50,000,000 shares. As of the date of this prospectus, the Company has no shares of preferred stock issued and outstanding.
The Board vested with the authority to provide by resolution for the issuance of shares of preferred stock in one or more series not exceeding the aggregate number of shares of preferred stock authorized by the Articles, and to prescribe with respect to each such series the voting powers, if any, designations, preferences, and relative, participating, optional, or other special rights, and the qualifications, limitations, or restrictions relating thereto, including, without limiting the generality of the foregoing: the voting rights relating to the shares of preferred stock of any series (which voting rights, if any, may be full or limited, may vary over time, and may be applicable generally or only upon any stated fact or event); the rate of dividends (which may be cumulative or noncumulative), the condition or time for payment of dividends and the preference or relation of such dividends to dividends payable on any other class or series of capital stock; the rights of holders of preferred stock of any series in the event of liquidation, dissolution, or winding up of the affairs of the Company; the rights, if any, of holders of preferred stock of any series to convert or exchange such shares of preferred stock ck of such series for shares of any other class or series of capital stock of for any other securities, property, or assets of the Company or any subsidiary (including the determination of the price or prices or the rate or rates applicable to such rights to convert or exchange and the adjustment thereof, the time or times during which the right to convert or exchange shall be applicable, and the time or times during which the right to convert or exchange shall be applicable, and the time or times during which a particular price or rate shall be applicable); whether the shares of any series of preferred stock shall be subject to redemption by the Company and if subject to redemption, the times, prices, rates, adjustments and other terms and conditions of such redemption. The powers, designations, preferences, limitations, restrictions and relative rights may be made dependent upon any fact or event which may be ascertained outside the Articles or the resolution if the manner in which the fact or event may operate on such series is stated in the Articles or resolution.
As used in this section "fact or event" includes, without limitation, the existence of a fact or occurrence of an event, including, without limitation, a determination or action by a person, government, governmental agency or political subdivision of a government. The Board is further authorized to increase or decrease (but not below the number of such shares of such series then outstanding) the number of shares of any series subsequent to the issuance of shares of that series. Unless the Board provides to the contrary in the resolutions which fixes the characteristics of a series of preferred stock, neither the consent by series, or otherwise, of the holders of any outstanding common stock shall be required for the issuance of any new series of preferred stock regardless of whether the rights and preferences of the new series of preferred stock are senior or superior, in any way, to the outstanding series of preferred stock or the common stock.
Pooling Agreements
In connection with the Company's intention to seek a listing of its shares of common stock on a national securities exchange or trading system in North America, we entered into voluntary pooling agreements with certain securityholders of the Company pursuant to which the certain securityholders have agreed to pool their shares of common stock and common stock purchase warrants held by such securityholders, whereby the securityholders shall not directly or indirectly sell, assign, transfer, pledge, mortgage, or otherwise dispose of or encumber any legal or beneficial interest in such securities, which will be released from such pooling with either 100% being released from the pooling on the day which is 12 months after the listing of our shares of common stock on a stock exchange or trading system in North America, or 20% being released from the pooling on the day which is 12 months after the listing of our shares of common stock on a stock exchange or trading system in North America and 20% of such securities being release from the pooling every six months thereafter.
A total of 10,089,533 of the 18,994,022 shares of common stock outstanding and 1,566,559 of the 9,733,226 common stock purchase warrants outstanding are subject to either the one-year or three-year pooling arrangements.
Transfer Agent and Registrar
Our transfer agent is Nevada Agency and Transfer Company located at 50 West Liberty Street, Suite 880, Reno, Nevada 89501.
MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS
There is no established public trading market for our common stock.
Holders
As of November 28, 2025, there were approximately 1,320 holders of record of our common stock as reported by our transfer agent, Nevada Agency and Transfer Company.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with "Selected Financial Data" and our financial statements and related notes included elsewhere in this prospectus. This discussion and analysis and other parts of this prospectus contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions, such as statements regarding our plans, objectives, expectations, intentions and projections. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under "Risk Factors" and elsewhere in this prospectus. You should carefully read the "Risk Factors" section of this prospectus to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements. Please also see the section entitled "Special Note Regarding Forward-Looking Statements."
Overview
The Company is in the business of developing a patented collagen-based scaffold to support natural tissue regeneration. Originating from UBC research, its platform aims to improve healing in aesthetics and wound care by replacing synthetic materials. The Company targets high-growth markets with strong scientific backing and ongoing regulatory studies.
Results of Operations
Results of Operations for the Nine Months Ended July 31, 2025 Compared to Nine Months Ended July 31, 2024
Selected Financial Information
The table below discloses selected financial information for the periods indicated.
| Nine Months Ended July 31, | |||
| 2025 | 2024 | Change | |
| Revenue | nil | nil | nil |
| Total operating expenses | ($2,088,056) | ($417,709) | ($1,670,347) |
| Total other income / expenses | $41,372 | $54,940 | ($13,568) |
| Net Loss | ($2,046,684) | ($362,769) | ($1,683,915) |
| Weighted average shares | 10,773,513 | 6,350,039 | 4,423,474 |
| Net loss per share (1) | ($0.19) | ($0.06) | ($0.13) |
| Total assets | $2,506,637 | $465,574 | $2,041,063 |
| Total liabilities | $171,878 | $509,221 | ($337,343) |
| Shareholders' equity | $2,334,759 | ($43,647) | $2,378,406 |
| Working capital | $2,139,992 | ($45,002) | $2,184,994 |
(1) Basic and fully diluted net loss per share.
Revenues - We did not generate any revenues for the nine months ended July 31, 2025.
Management Fees - We incurred management fees of $359,500 for the nine months ended July 31,2025 compared to management fees of $196,921 for the nine months ended July 31, 2024. The increase was a result of an increase in fees paid to officers and directors and an increase in the number of individuals and firms engaged to assist in managing and directing the Company moving forward.
Professional Fees - We incurred professional fees of $216,219 for the nine months ended July 31, 2025 compared to $50,451 for the nine months ended July 31, 2024. The increase of $165,768 was primarily for legal fees associated with the transition of the Company from Canada to the U.S., fees involved with the multiple engagements and associated agreements, worldwide patent registration, and accounting fees related to the audits for the period ended October 31, 2023, and the year ended October 31, 2024.
Research and Development Costs - We incurred research and development expenses of $200,795 for the nine months ended July 31, 2025 compared to $39,000 for the nine months ended July 31, 2024. The increase of $161,795 was due to fees paid to consultants and for materials used in the ongoing research and development program of the Company's technology.
Consulting Fees - We incurred consulting fees of $661,957 for the nine months ended July 31, 2025 compared to $121,470 for the nine months ended July 31, 2024. The increase of $540,487 was a result of cash and non-cash fair valued compensation to third-party consultants and advisors, mostly medical in nature, who were engaged to advise on technology development and assist in identifying markets and potential business partners.
Business Development Costs - We incurred business development costs of $146,386 for the nine months ended July 31, 2025 compared to $1,123 for the nine months ended July 31, 2024. The increase of $145,263 was due to the increase in attending conferences worldwide and the commencement of an awareness program regarding our technology platform.
Advertising and Promotion - We incurred advertising and promotion expenses of $48,503 for the nine months ended July 31, 2025 compared to $8,243 for the nine months ended July 31, 2024. The increase of $40,260 was primarily to develop the Company's digital presence. Work had begun on the Company's digital presence prior to October 31, 2024, but efforts intensified during this period.
Stock-Based Compensation - We incurred stock-based compensation expense of $390,533 for the nine months ended July 31, 2025 compared to $nil for the nine months ended July 31, 2024. The increase of $390,533 was a result of non-cash fair valued incentives paid to officers and directors. This increase is representative of the Company's efforts to add senior management and to incentivize and reward individuals for joining the Company in executive positions.
Other income (expenses) - Other income (expenses) includes a gain on conversion of payables, no loss on debt extinguishment, interest income, interest expense and foreign exchange gain. Other income was $41,372 for the nine months ended July 31, 2025 compared to $54,940 for the nine months ended July 31, 2024. The decrease of $13,568 was primarily due to a lower gain on conversion of payables, $nil losses on debt extinguishment and a lower foreign exchange gain.
Net Loss - We had a net loss of $2,046,684 for the nine months ended July 31, 2025 compared to a net loss of $362,769 for the nine months ended July 31, 2024. The increased loss of $1,683,915 was reflective of the Company's increased business activity during the nine months ended July 31, 2025, compared to the same period in 2024. Having successfully raised capital, the Company initiated efforts to bolster key management, science and technical positions. Additionally, monies were spent to accelerate the research and development that had been initiated in 2024 and to begin the regulatory work for filing a 510K with the Food and Drug Administration ("FDA") in the United States of America. Finally, during the nine months ended July 31, 2025, the Company began and completed the filing of a Regulation Crowdfunding ("Reg CF") offering statement with the United States Securities and Exchange Commission (the "SEC") and preparations for going public.
Results of Operations for the Fiscal Year Ended October 31, 2024 Compared to Period Ended October 31, 2023
Selected Financial Information
The table below discloses selected financial information for the periods indicated.
| Periods Ended Oct 31, | |||
| 2024 | 2023 | Change | |
| Revenue | nil | nil | nil |
| Total operating expenses | ($643,883) | (35,960) | ($607,923) |
| Total other income / expenses | $172,016 | $263 | 171,753 |
| Net Loss | ($471,867) | ($35,697) | ($436,170) |
| Weighted average shares | 6,733,707 | 1,743,372 | 4,990,335 |
| Net loss per share (1) | ($0.07) | ($0.02) | ($0.05) |
| Total assets | $533,940 | nil | $533,940 |
| Total liabilities | $438,976 | $35,469 | $403,507 |
| Shareholders' equity | $94,964 | ($35,469) | $130,433 |
| Working capital | $6,378 | ($35,469) | $41,847 |
(1) Basic and fully diluted net loss per share.
Revenues - We did not generate any revenues for the fiscal year ended October 31, 2024 or for the period from November 2, 2022 to October 31, 2023.
Management fees - We incurred management fees of $273,858 for the fiscal year ended October, 31, 2024 compared to management fees of $15,375 for the period ended October 31, 2023, being an increase of $258,483. The increase was a result of a full year of engagement with management, along with additions to the management team that were made throughout the year ended October 31, 2024, as compared to only a one-month engagement for the period ended October 31, 2023.
Professional fees - We incurred professional fees of $59,349 for the fiscal year ended October 31, 2024 compared to $20,585 for the period ended October 31, 2023. The increase of $38,764 was due to the engagement of legal and other professionals during the year ended October 31, 2024 to complete and finalize the negotiations to acquire the patents from UBC and other stakeholders.
Research and development expenses - We incurred research and development expenses of $237,729 for the fiscal year ended October 31, 2024 compared to nil for the period ended October 31, 2023. The increase of $237,729 was due to the Company's commitment to commence the R&D work for the planned product development, including engaging the required contractors and purchasing the materials needed.
Consulting fees - We incurred consulting fees of $19,293 for the fiscal year ended October 31, 2024 compared to nil for the period ended October 31, 2023. The increase of $19,293 was due to the Company's engagement of other third-party consultants to assist in developing a strategic path to clearly outline the steps needed for the Company to achieve its short-term goals.
Business development costs - We incurred business development costs of $42,352 during the fiscal year ended October 31, 2024 compared to nil for the period ended October 31, 2023. The increase of $42,352 was due to management's worldwide efforts to introduce the Company, the Patents and the Company's early-stage development work of the Company's products. The expenses incurred related to travel and registration costs to attend various conferences worldwide that allowed the Company to not only introduce itself, but to also meet potential partners, advisors, vendors, investors and customers.
Advertising and promotion - We incurred advertising and promotion expenses of $10,461 during the fiscal year ended October 31, 2024 compared to nil for the period ended October 31, 2023. The increase of $10,461 was due to the Company's efforts to develop critical relationships with individuals and other third-party representatives that could potentially lead to the Company's success, internally through engagements of individuals, and through partnerships or business relationships with other companies or entities.
Other income (expenses) - Other income (expenses) includes gain on conversion of payables, gain on conversion of related party payables, gain on conversion of notes payable and accrued interest, loss on debt extinguishment, interest expense and foreign exchange gain. Other income was $172,016 for the fiscal year ended October 31, 2024 compared to $263 for the period ended October 31, 2023. The increase of $171,753 was due to a gain on the conversion of payables, related party payables and note payables and accrued interest, as well as foreign exchange gain of an aggregate of $223,753 offset by loss on debt extinguishment and interest expense of an aggregate of $51,737 in the fiscal year ended October 31, 2024 compared to only a foreign exchange gain of $263 in the period ended October 31, 2023.
Net Loss - We had a net loss of $471,867 for the fiscal year ended October 31, 2024 as compared to a net loss of $35,697 for the period ended October 31, 2023. The increase in net loss of $436,170 resulted primarily from 12 months of expenses being incurred to help introduce, develop and establish the Company.
Liquidity and Capital Resources
The following table sets out our cash and working capital as of July 31, 2025 and October 31, 2024:
| As at July 31, 2025 | As at October 31, 2024 | ||
| Cash reserves | $833,128 | $314,616 | |
| Working capital surplus (deficit) | $2,139,992 | $6,378 |
At July 31, 2025, we had cash and cash equivalents of $833,128, as compared to cash and cash equivalents of $314,616 at October 31, 2024. The increase in the cash reserves is mainly due to the closing of private placements during the nine months ended July 31, 2025. In order for us to meet our ongoing working capital needs and to fully execute on our business plan, we will need to raise additional capital through the public offering or private placement of our equity or debt securities, or both. We cannot provide investors with any assurance that we will be able to raise additional funding from the sale of our equity and/or debt securities on terms acceptable to us, or at all, in order to support the execution of our business plan.
| Cash Flows | |||
| Nine Months Ended July 31, | |||
| 2025 | 2024 | Change | |
| Net cash used in operating activities | ($1,238,410) | ($72,833) | ($1,165,577) |
| Net cash used in investing activities | ($59,054) | Nil | ($59,054) |
| Net cash provided by financing activities | $1,820,391 | $348,637 | $1,471,754 |
Cash Used in Operating Activities
Cash used in operating activities during the nine months ended July 31, 2025, was $1,238,410 (2024 - $72,833). This change was driven primarily by the net loss of $2,046,684, which was offset by $860,751 in non-cash items, as well as a decrease in the change in Accounts payable and accrued expenses of $350,100.
Cash Used in Investing Activities
Cash used in investing activities during the nine months ended July 31, 2025, was $59,054 (2024 - $nil). The change was primarily driven by the issuance of a loan of $40,386 to a private company that the Company was considering as an acquisition and for the purchase of primarily computer equipment for $18,668.
Cash Provided by Financing Activities
Cash from financing activities during the nine months ended July 31, 2025, was $1,820,391 (2024- $348,637). The increase in cash from financing activities is driven by three private placements that were closed during the nine months ended July 31, 2025, resulting in proceeds received, net of issuance costs, of $2,018,413. Reductions in the cash from the financing activities, include repayment of the UBC loan of $94,206 and a shareholder's loan of $4,189. An additional $99,627 in cash was used toward deferred offering costs in accordance with the Reg CF financing costs.
Plan of Operations
The continuation of our current plan of operations, and our forward-looking strategy, requires us to raise additional capital. We have already raised a little over $2 million during the nine months ended July 31, 2025 as well as additional amounts discussed in the subsequent events below.
We will require the following capital as outlined in the table below to carry out the following near-term and longer-term goals. The approximate timing and estimated costs associated with these target milestones are also summarized below. These target dates and cost estimates may change subject to multiple factors including, but not limited to, the following: (i) the current government shutdown; (ii) FDA requirements for new validations and resubmissions; (iii) supplier variability and sterilization/packaging validation failures; (v) regulatory process delays; and (vi) market and industry acceptance of the Company's products.
| Target Milestone |
Target Start Date | Target Completion Date |
Cost Estimate | |
| 1. | 510(k) submission to FDA |
Q1 Fiscal 2026 | Q1 Fiscal 2027 | $1,621,000 |
| 2. | Manufacturing Scale-Up |
Q1 Fiscal 2027 | Q3 Fiscal 2027 | $250,000 |
| 3. | Market Entry & Pilot Program | Q2 Fiscal 2027 | Q4 Fiscal 2027 | $225,000 |
Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, expenses, results of operations, liquidity, or capital resources that is material to investors.
Subsequent Events
On July 30, 2025, the Company filed a Reg CF offering statement with the SEC to raise up to $5,000,000 at a price of $2.00 per shares of common stock of the Company.
On September 19, 2025, we closed the first and second tranche of the Reg CF offering whereby we sold an aggregate of 2,348,136 shares of common stock for gross proceeds of $4,696,273. After associated fees and costs, the net amount of $4,217,799 was advanced to the Company.
On October 9, 2025, we closed the final tranche of the Reg CF offering whereby we sold 151,826 shares of common stock for gross proceeds of $303,652. After associated fees and costs, the net amount of $272,353 was advanced to the Company. With the close of this final tranche, the Company issued a total of 2,499,962 common shares with total gross proceeds equaling $4,999,925.
Critical Accounting Policies
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits held with banks, and when applicable, short-term, highly liquid deposits which are either cashable or with original maturities of less than three months.
Patents
Patent costs reflect the costs incurred by the Company to acquire the patents from the original patent holders. Capitalized patent costs are amortized on a straight-line basis over the patent term. Costs related to filing and maintenance of the patents, including legal and consulting expenses related to making such applications, are expensed as incurred. Impairment of patent costs are evaluated annually by management, to identify whether events or changes in circumstances require an impairment assessment.
Fair Value of Financial Instruments
Our financial assets and liabilities measured at fair value on a recurring basis consist primarily of prepaid expenses, accounts payable and accrued liabilities, due to shareholders, and loan payable. The carrying amount of prepaid expenses, accounts payable and accrued liabilities, due to shareholders approximate fair value because of the short-term maturity of such instruments.
We have categorized our assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy in accordance with U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3).
Assets and liabilities recorded in the balance sheets at fair value are categorized based on a hierarchy of inputs, as follows:
Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities
Level 2 - Quoted prices for similar assets or liabilities in active markets that are observable for the asset or liability either directly or indirectly through market corroboration, for substantially the full term of the financial instrument
Level 3 - Unobservable inputs for the asset or liability
Advertising Expenses
Advertising expenses are expensed as incurred.
Research and Development Expenses
Research and development expenses are expensed as incurred and consist principally of internal and external costs, which include the cost of contract research services, laboratory supplies and development and manufacture of preclinical compounds and consumables for preclinical testing.
Stock-Based Compensation
The Company applies the provisions of ASC 718, Compensation-Stock Compensation ("ASC 718"), which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, including employee stock options and warrants, in the statements of operations.
For stock options and warrants issued to employees and members of the Company's Board of Directors (the "Board") for their services, the Company estimates each option's grant-date fair value using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option and warrant, the expected volatility of the Common Stock consistent with the expected life of the option and warrant, risk-free interest rates, and expected dividend yields of the Common Stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options and warrants on a straight-line basis over the requisite service period, generally the vesting term. Forfeitures are recorded as incurred instead of estimated at the time of grant and revised.
Under Accounting Standards Update ("ASU") 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Non-Employee Share-Based Payment Accounting, the Company accounts for stock options and warrants issued to non-employees for their services in accordance with ASC 718. The Company uses valuation methods and assumptions to value the stock options and warrants that are in line with the process for valuing employee stock options and warrants noted above.
Warrants
Warrants are accounted for in accordance with applicable accounting guidance provided in ASC 815. Derivatives and Hedging - Contracts in Entity's Own Equity as equity instruments based on the specific terms of the warrant agreement. Warrants classified as equity instruments are initially recognized at fair value and are not subsequently remeasured.
Net Loss per Share
The Company computes net loss per share in accordance with ASC 260, Earnings per Share. The Company computes basic loss per share by dividing the loss attributable to holders of Common Stock for the period by the weighted average number of shares of Common Stock outstanding during the period. The Company's warrants could potentially be exercised or converted into Common Stock and then share in the earnings of the Company. However, these convertible instruments were excluded when calculating diluted loss per share because such inclusion would be anti-dilutive for the periods presented. As a result, diluted loss per share is the same as basic loss per share for the periods presented.
Income Taxes
Income tax consists of current and deferred tax expense. Current tax and deferred tax are recognized in the statements of operations except to the extent that it relates to a business combination or items recognized directly in equity or in other comprehensive loss/income.
Current income taxes are recognized for the estimated income taxes payable or receivable on taxable income or loss for the current year and any adjustment to income taxes payable in respect of previous years. Current income taxes are determined using tax rates and tax laws that have been enacted or substantively enacted by the year-end date.
Deferred tax is recorded using the liability method, providing for temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Temporary differences are not provided for relating to goodwill not deductible for tax purposes, the initial recognition of assets or liabilities that affect both accounting or taxable loss, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the date of the balance sheet.
Recognition of deferred tax assets for unused tax losses, tax credits and deductible temporary differences is restricted to those instances where it is probable that future taxable profit will be available against which the deferred tax asset can be utilized. At the end of each reporting year the Company reassesses unrecognized deferred tax assets. The Company recognizes a previously unrecognized deferred tax asset to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Subsequent Events
The Company evaluates and reports subsequent events as of the date in which the financial statements are issued.
Recently Adopted Accounting Pronouncements
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which requires an enhanced disclosure of segments on an annual and interim basis, including the title of the chief operating decision maker, significant segment expenses, and the composition of other segment items for each segment's reported profit. The Company adopted ASU 2023-07 as of January 1, 2024, which had no material impact on the Company's consolidated financial statements.
Recently Issued Accounting Pronouncements Not Yet Adopted
In October 2023, the FASB issued ASU No. 2023-06, which incorporates 14 of the 27 disclosures referred to by the SEC in their SEC Release No. 33-10532, Disclosure Update and Simplification, issued on August 17, 2018. The amendments in this ASU modify the disclosure or presentation requirements of a variety of Topics in the Codification and apply to all reporting entities within the scope of the affected Topics unless otherwise indicated. The amendments in this ASU should be applied prospectively. For public business entities, the effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company has evaluated the effects of the adoption of ASU No. 2022-03, and it is not expected to have an impact on the Company's Financial Statements.
In December 2023, the FASB issued ASU No. 2023-08, "Accounting for and Disclosure of Crypto Assets", which amends and enhances the disclosure requirements for crypto assets. The new requirements will be effective for public business entities for fiscal periods beginning after December 15, 2024. The Company has evaluated the effects of the adoption of ASU No. 2022-08, and it is not expected to have an impact on the Company's Financial Statements.
In December 2023, the FASB issued ASU No. 2023-09, "Improvements to Income Tax Disclosures", which requires companies to provide disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The new requirements will be effective for public business entities for fiscal periods beginning after December 15, 2024. The Company is currently assessing the impact of adopting this standard on the Company's Financial Statements.
In November 2024, the FASB issued ASU No. 2024-03, "Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40)". The amendments in ASU No. 2024-03 require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The amendments require that at each interim and annual reporting period an entity: 1. Disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil and gas-producing activities (DD&A) (or other amounts of depletion expense) included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed in (a)-(e). 2. Include certain amounts that are already required to be disclosed under U.S. GAAP in the same disclosure as the other disaggregation requirements. 3. Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. 4. Disclose the total amount of selling expenses and, in annual reporting periods, an entity's definition of selling expenses. For all public business entities, the amendments in ASU No. 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently assessing the impact of adopting this standard on the Company's Financial Statements.
In November 2024, the FASB issued ASU No. 2024-04, "Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments". The amendments in ASU No. 2024-04 clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion, applicable only to conversions that include the issuance of all equity securities issuable pursuant to the conversion privileges provided in the terms of the debt at issuance, and make additional clarifications to assist stakeholders in applying the guidance. For all entities, the amendments in this Update are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities that have adopted the amendments in ASU 2020-06. The Company is currently assessing the impact of adopting this standard on the Company's Financial Statements.
BUSINESS
Overview
Conexeu is a medical technology company advancing a single, patented human-collagen platform that can be productized across multiple care settings. Our thesis is simple: build once, apply broadly. By starting with device-class entries and expanding by indication, we aim to convert one protected collagen backbone into a portfolio that serves clinicians. Our approach is to manufacture once, commercialize many times by applying the same bio-identical collagen backbone across devices, aesthetics, dentistry, and biomaterials.
One Technology, multiple markets:
- Wound Care (acute & burns) ($2.6B) and Dental ($0.6B) - In-situ, optimized liquid ECM scaffold, fills irregular wound geometry, supports faster, higher-quality closure, and simplifies bedside use.2
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2 Wound Care Devices Market to Hit USD 4.2 Bn by 2033 at 4.8% CAGR, online: media.market.us/wound-care-devices-market-news; Gum Grafting Market - Size, Share, Industry Trends, and Forecasts (2025-2032), online: consegicbusinessintelligence.com/gum-grafting-market.
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3D Bio-printed Tissue ($1.6B) - Works as a printable dermal tissue ink, for personalized natural tissue contructs like implants and grafts that could integrate seamlessly and potentially regenerate a patient's own tissue.3
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Medical Aesthetics ($11.0B) - Regenerative filler approach for natural outcomes and all-natural cross linking formula, with large volume contouring potential.4
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Veterinary Care ($1.6B) - Same collagen architecture, translates to animal trauma/surgical healing with predictable handling.5
One Technology, multiple market's strategy, positions Conexeu to participate in several durable, growing global markets with a unified technology that emphasizes natural tissue integration, consistent supply, and regulatory leverage.
About Conexeu Sciences Inc.
Conexeu is a platform-focused regenerative biomaterials and device company focused on developing regenerative biomaterials that address significant needs in wound care, dentistry, and aesthetics. We provide physicians with device-based solutions that improve healing, restore soft tissue, and enhance patient outcomes across multiple clinical settings.
Built around a patented collagen intellectual property estate. Our core asset, the CXU™ extracellular-matrix scaffold, is a temperature-responsive collagen formulation that transitions in situ to a gel-like extracellular matrix within minutes ("Ten-Minute Tissue™"). Engineered to emulate key characteristics of native human ECM, the scaffold is being evaluated for its potential to support cell migration, proliferation, neovascularization, and tissue remodeling, while aiming to minimize the inflammatory response. This technical foundation informs a single-backbone operating model in which one protected collagen technology can be manufactured once and translated across multiple applications and regulatory pathways. Through this approach, Conexeu seeks to establish a scalable foundation for products that can be applied across several large and growing global markets.
Conexeu is currently pre-clinical in wound care, dentistry, veterinary, aesthetics and 3D-tissue constructs. Subject to successful regulatory review and clearance, management intends to commercialize initial products as medical devices while pursuing complementary biomaterials supply agreements.
Conexeu targets large, durable, and growing addressable markets in regenerative aesthetics, wound care (including acute wounds and burns), 3D-printed tissue structures, veterinary wound repair, and dental soft-tissue regeneration. Management believes that a unified IP estate and manufacturing architecture can create operating leverage across these verticals by concentrating investment in a common process, analytics, and controls framework while pursuing diversified revenue opportunities. The company's origins in academic research, combined with preclinical data and patent protection, are intended to support clinical translation towards commercialization.
The timing, scope, and success of development, regulatory interactions, and commercialization remain subject to risks typical of early-stage life sciences companies. Conexeu expects to advance its regulatory roadmap, expand manufacturing readiness, and progress preclinical work to enable future submissions, while evaluating strategic collaborations that could accelerate market access and scale.
CAUTION: INVESTIGATIONAL DEVICE. LIMITED BY FEDERAL (U.S.) LAW TO INVESTIGATIONAL USE. SAFETY AND EFFECTIVENESS HAVE NOT BEEN ESTABLISHED.
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3 3D Bioprinting Market - By Component (3D Bioprinters, Bioinks, Software, Consumables), Application (Clinical, Non-Clinical), Technology (Inkjet, Microextrusion, Laser-assisted, Magnetic Levitation), Material, End-use - Global Forecast 2024 - 2032, online: gminsights.com/industry-analysis/3d-bioprinting-market.
4 Aesthetic Injectable Market (2024 - 2030), online: grandviewresearch.com/industry-analysis/aesthetic-injectable-market-report.
5 Animal Wound Care Market Size, Share, and Outlook, H2-2025 Report, online: marketresearch.com/VPA-Research-v4245/Animal-Wound-Care-Size-Share-42060937/.
Competitive Strengths
1. Proprietary Regenerative Platform with Multi-Indication Scope
Our CXU extracellular matrix ("ECM") scaffold is a liquid at room temperature that gels in situ at approximately 37°C, remodeling into native tissue. This single platform underpins multiple product opportunities across wound care, facial rejuvenation, large-volume augmentation, and 3D bioprinting, offering a diversified set of potential revenue streams.
2. Defensible Intellectual Property Across Key Jurisdictions.
We hold the sole and exclusive ownership of patents granted in the United States, Japan, the European Union, and Australia, with additional filings under examination. Patent claims cover both compositions and methods of use, creating barriers to entry in our target markets.
3. Clinically Differentiated Product Profile
In preclinical studies, Ten Minute Tissue™ achieved wound closure approximately 250-275%1 (See Citation p 41 Published Papers) faster than existing standards, with reduced fibrosis and scarring. Subject to confirmation in clinical studies, we believe these characteristics position our liquid dermal scaffold as a potential new standard of care for burns, diabetic ulcers, and acute wounds.
4. Executable Regulatory Path
Our near-term development strategy is focused on device-class indications under the U.S. Food and Drug Administration's ("FDA") 510(k) pathway, a route we believe is materially faster and less capital-intensive than biologics license applications. Aesthetic indications are expected to follow under longer-horizon premarket approval ("PMA") processes.
5. Wound Care Market Disruption Potential
Collagen scaffolds in wound care have achieved valuations ranging from approximately $25 million to over $1.3 billion. We believe our in-situ forming scaffold is differentiated by faster healing, improved scar outcomes, and ease of use, and may address high-need, high-cost indications where outcomes directly influence reimbursement and provider economics.
6. Advantage in Human Collagen Injectables.
Our patented, low-inflammatory collagen injectable filler using human-collagen, avoids hyaluronic acid ("HA") and associated toxic cross-linkers. With an estimated three-to-five year development lead over competitors, we believe Conexeu is positioned to capture early share in the transition toward regenerative injectable aesthetics.
7. Large-Volume Body Aesthetics Opportunity
Current fat grafting and implant procedures for breast and buttock augmentation are invasive, costly, and unpredictable. We are developing a minimally invasive, regenerative injectable scaffold designed to address these multi-billion-dollar segments, which we believe represents one of the largest unserved opportunities in aesthetics globally.
8. GLP-1 (Ozempic) Tailwinds Expanding Demand
GLP-1 therapies such as Ozempic® and Wegovy® are accelerating demand for restorative aesthetics, with tens of millions of prescriptions expected globally by 2029.6 Patients frequently report facial hollowing due to tissue loss and skin laxity following rapid weight loss. Our platform is being used to research applications to address these unmet needs with regenerative, volume-restoring injectables.
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6 GLP-1: A medication worth $126 billion in sales by 2029?, online: ubs.com/global/en/investment-bank/insights-and-data/2024/glp-1-a-medication.html.
9. Cash-Pay Market Advantage
We intend to commercialize in cash-pay markets such as aesthetics and dentistry, which are not constrained by third-party government payor reimbursement. This approach is expected to allow greater pricing flexibility, faster adoption cycles, and stronger gross margin potential.
10. Strong Scientific Validation and Non-Dilutive Funding
Our technology platform is supported by 12 peer-reviewed publications, approximately 10 years of academic development, and approximately $4.5 million in non-dilutive grant funding from government and academic institutions.
11. Experienced Leadership with Relevant Track Records
Our leadership team combines capital markets execution with industry expertise. Our Chief Executive Officer previously led Galderma USA, the North American division of global aesthetics company, Galderma Group AG. Our Chief Medical Officer has over 25 years of dermatology and aesthetics experience, including senior roles at Merz and Suneva. Our advisory board includes Dr. Paul Lorenc, who guided Johnson & Johnson's $159 million acquisition of Evolence®.
12. Clear M&A and Partnership Pathways
Industry transactions demonstrate strong appetite for collagen-based technologies, including Johnson & Johnson's $159 million acquisition of Evolence, Allergan's $103 million recombinant human collagen deal,7 and the >$1.3 billion acquisition of fish-skin graft assets.8 With multiple indications under development, we believe Conexeu is positioned for strategic partnering or acquisition interest.
13. Multi-Billion-Dollar Addressable Market Opportunity
Our target addressable markets include injectable fillers (>$11 billion),9 and wound care (> $2.6 billion)10 Each vertical could independently support billion-dollar enterprises, providing diversification and asymmetric upside potential.
Company Strategy
Conexeu is building a durable, multi-vertical business centered on bio-identical human collagen and its CXUTM extracellular-matrix platform. The company's device-first approach prioritizes early commercialization in wound care and dentistry, where clinical need and market access are most favorable, while developing aesthetics and 3D-printed constructs as longer-horizon growth drivers. This sequencing allows Conexeu to generate real-world evidence and revenue sooner, while expanding into high-value, global markets over time.
The strategy rests on several core pillars: (i) pursuing a streamlined 510(k) pathway clearance with applications in acute wound repair and burns as the initial regulatory focus; (ii) scaling manufacturing through staged GMP readiness for finished devices; (iii) generating targeted clinical evidence with leading specialists to validate outcomes; and (iv) selectively partnering with distributors and strategic players in wound care, aesthetics, and bioprinting. Execution is anchored in strong process controls, quality systems, and IP protection to ensure reliability and defensibility. Subject to successful development and regulatory review, Conexeu expects to commercialize initial device products under long-term agreements.
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7 CollPlant Announces Development and Global Commercialization Agreement with Allergan Aesthetics, an AbbVie company, for rhCollagen in Dermal and Soft Tissue Filler Products, online: prnewswire.com/il/news-releases/collplant-announces-development-and-global-commercialization-agreement-with-allergan-aesthetics-an-abbvie-company-for-rhcollagen-in-dermal-and-soft-tissue-filler-products-301223772.html.
8 Coloplast announces agreement to acquire Kerecis and raises long-term growth expectations, online: prnewswire.com/il/news-releases/collplant-announces-development-and-global-commercialization-agreement-with-allergan-aesthetics-an-abbvie-company-for-rhcollagen-in-dermal-and-soft-tissue-filler-products-301223772.html.
9 Aesthetic Injectable Market (2024 - 2030), online: grandviewresearch.com/industry-analysis/aesthetic-injectable-market-report.
10 Wound Care Devices Market to Hit USD 4.2 Bn by 2033 at 4.8% CAGR, online: media.market.us/wound-care-devices-market-news.
Strategic Pillars
Wound Care Entry Point
Our first regulatory program focuses on acute wounds and burns, markets where current biologics are costly, inconsistent, and often hard to use. Conexeu's collagen scaffold can be applied as a liquid at room temperature, then gels quickly in the body to form a natural tissue framework. Early testing suggests superior handling and healing outcomes. By leveraging existing predicate devices, the company expects a streamlined FDA 510(k) review, supporting efficient entry into this large and underserved market.
3D-Printed Tissue Engineering
Looking further ahead, Conexeu sees a significant opportunity in patient-specific scaffolds created through 3D printing. Our collagen inks already demonstrate compatibility with leading bioprinters, and near-term sales into research settings will generate early revenue. In the medical arena, we aim to validate constructs that match the shape and function of native tissue. This approach positions Conexeu at the intersection of regenerative medicine and personalized care, while maintaining a device-first regulatory pathway.
Aesthetic Applications
In aesthetics, Conexeu is taking a staged approach. Initial research focuses on small-volume facial injectables, where patients are looking for safe, natural fillers without the risks of persistent chemicals or inflammatory reactions. The long-term opportunity is even larger: body contouring and volume restoration in patients experiencing weight loss or age-related tissue decline. This research program is expected to advance in phases-starting with animal studies, and feasibility studies, followed by regulatory engagement-to build a differentiated portfolio in a global, cash-pay aesthetic market.
Manufacturing & Quality
Conexeu does not currently manufacture its products. Our near-term execution focus is to develop a scalable, high-quality manufacturing capability through qualified contract development and manufacturing organizations (CDMOs) while we build the internal quality system and technical specifications that govern production. We are defining critical quality attributes for full-length human collagen and finished devices, establishing validated analytical methods, and qualifying partners for aseptic fill-finish, sterilization, packaging, and stability programs. Our quality management system is being built to GMP standards to support supplier qualification, change control, and audit readiness. Over time, we intend to expand capacity and redundancy across our partner network to improve supply reliability and cost efficiency.
Clinical Evidence and KOL Network
Adoption depends on evidence and trusted voices. Conexeu intends to conduct controlled, limited commercial release to a small number of real-world customers/sites to validate market assumptions, serviceability, training, pricing, and channel operations after 510(k) clearance pilot studies across wound care and dental indications. These efforts will be shared through scientific meetings, and targeted training. Clinician training modules-ranging from procedural playbooks to on-site proctoring may help new users integrate the technology. Our expanding network of key opinion leaders will guide product positioning, validate clinical utility, and accelerate market adoption.
Partnerships & Commercialization
Commercial execution will combine focused distribution in wound care and dentistry. Strategic partnerships in aesthetics and 3D printing will provide optionality-co-development, supply agreements, or licensing-while preserving Conexeu's margin profile. Early pilots will inform pricing, training, and logistics. Over time, a mix of direct and partnered commercialization is expected to expand reach, accelerate adoption, and drive operating leverage across all product lines.
Risk Management
Conexeu manages execution with a disciplined gatekeeping process. Key risks include regulatory review, manufacturing scale-up, clinician adoption, and supply chain reliability. Mitigation plans include early FDA engagement, staged chemistry, manufacturing, and controls validation, dual sourcing of critical inputs, and structured KOL-led training. Clinical, regulatory, and commercial milestones will govern capital allocation. By sequencing programs across wound care, dentistry, aesthetics, and 3D printing, Conexeu maintains flexibility, diversifies risk, and builds multiple value-creation pathways.
History
The pioneering work on the 10 Minute Tissue™ scaffold has evolved over a decade of rigorous research and development ("R&D") at UBC. This extensive R&D effort at UBC, which included approximately $4.5 million in investment and numerous grants, has led to breakthrough innovations in regenerative medicine. Our technology has been investigated through robust preclinical studies, numerous awards, and peer-reviewed publications. Notable recognitions include a Top Doctoral Thesis Award at UBC, the Vancouver Coastal Health Innovation & Translational Research Award, and grants from the Canadian Institutes of Health Research and the Natural Sciences and Engineering Research Council of Canada. These milestones have underpinned our transition from early research to an investigational, patented technology.
The Company's research has been included in numerous peer-reviewed publications, including:
1. Hartwell R., Leung V., Chavez-Munoz C., et al., A novel hydrogel-collagen composite improves functionality of an injectable extracellular matrix. Acta Biomaterialia (2011) 7; 3060-3069.
2. Hosseini-Tabatabaei A., Jalili R., Hartwell R., et al. Embedding Islet in a liquid scaffold increases islet viability and function. Canadian Journal of Diabetes (2012) 37; 27-35.
3. Hartwell R., Poursmasjedi-Meibod MS., Chavez-Munoz C., et al. An in-situ forming skin substitute improves healing outcome in a hypertrophic scar model. Tissue Engineering Part A (2015)21(5); 1085-1094.
4. Hosseini-Tabatabaei A., Jalili R., Khosravi-Maharlooei M., et al. Immunoprotection and functional improvement of allogeneic islets in diabetic mice, using stable indoleamine 2,3-Dioxygenase producing scaffold. Transplantation (2015) 99;1342-1348.
5. Hartwell R., Chan B., Elliot K., et al. Polyvinyl alcohol-graft-polyethylene glycol hydrogels improve utility and biofunctionality of injectable collagen biomaterials. Biomedical Materials (2016) 11; 035013.
6. Forbes D., Russ B., Kilani RT., et al. Liquid dermal scaffold with adipose-derived stem cells improves tissue quality in a murine model of impaired wound healing. Journal of Burn Care & Research (2019)40(5); 550-557.
7. Pourghadiri A., Alnojeidi H., Jalili R., et al., In situ forming nutritional and temperature sensitive scaffold improves the aesthetic outcome of meshed split-thickness skin grafts in a porcine model. Advances in wound care (2021) 10(3); 113-122.
8. Pangli H., Vatanpour S., Hortamani S., et al. Incorporation of silver nanoparticles in hydrogel matrices for controlling wound infection. Journal of Burn Care & Research (2021) 42(4); 785-793.
9. Pakyari M., Jalili R., Kilani R.T., et al., Studying the in vivo application of a liquid dermal scaffold in promoting wound healing. Experimental Dermatology (2021)31; 715-724.
10. Alnojeidi H., Kilani RT., Ghahary A. Evaluating the biocompatibility of an injectable wound matrix in a murine model. Gels (2022) 8,49.
11. Amiri N., Ghaffari S., Hassanpour I., et al., Antibacterial thermosensitive silver-hydrogel nanocomposite improves would healing. Gels (2023) 9,542.
Intellectual Property
Our proprietary ECM scaffold technology is protected by a portfolio of patents, which form a critical barrier to entry and secure our competitive advantage in regenerative medicine. The Company's patents (collectively, the "Patents") for 10 Minute Tissue™ are included in the table below.
| Jurisdiction | Patent No. | Award Date |
| United States | 10,865,811 B2 | December 2020 |
| European Union | EP3253417 | June 2023 |
| Australia | 2016214910 | January 2022 |
| Japan | 6937696 | September 2021 |
| Canada | 2,974,209 (Pending Application) |
The Company has received patent validations from the following jurisdictions: USA, Japan, Australia, and the European Union (Belgium, Switzerland, Germany, Spain, France, Great Britain, Ireland, Italy, and the Netherlands). Canada is pending.
These Patents protect critical aspects of our ECM scaffold technology, including formulation, methods and temperature-triggered gelation, forming a significant barrier to entry for potential competitors. Certain aspects of our manufacturing processes remain as trade secrets, and we may also license additional third-party patents to broaden our platform capabilities.
Our US Patent (the "Priority Patent") will expire on February 3, 2036. While we believe our intellectual property portfolio is robust, no assurance can be given that newly filed patent applications will be granted or that issued patents will provide complete protection against competitive threats. Additionally, third-party patents, existing or newly granted, could potentially impact our ability to develop, manufacture, or market our current or pipeline products. By coupling stringent internal controls with strategic IP filings and continuous R&D, Conexeu aims to maintain and enhance our competitive edge in the regenerative medicine market for advanced wound care, aesthetic applications, and beyond.
Our Technology and Products
Conexeu has developed a proprietary platform built around its patented CXU Scaffold, an advanced ECM technology designed to work with the body's natural regenerative processes. At its core, this platform leverages a temperature-sensitive collagen-based solution that becomes a gel-like scaffold upon injection or application in the body, typically within about ten minutes. This scaffold supports cell migration, proliferation, neovascularization, and tissue remodeling, for faster healing, making it well-suited for a range of medical and aesthetic applications.
In wound care, Conexeu's ECM scaffold has demonstrated approximately 2.5x faster11 healing compared to industry devices in pilot studies, with reduced scarring, contracture, and improved tissue quality12 Its liquid form enables it to fill irregular wound beds easily before it sets at body temperature. Over time, the scaffold remodels into native-like tissue, addressing applications in acute wounds, burns, tunneling and dehiscent wounds. In parallel, the same foundational technology shows significant potential in regenerative aesthetics: Conexeu envisions using its scaffold as a next-generation soft-tissue filler for facial rejuvenation, replacing or augmenting traditional hyaluronic acid fillers, and biostimulatory fillers, as well as large-volume body contouring (e.g., breast or buttock augmentation). Because it is formulated to mimic our own extracellular Matrix, the CXU scaffold could open the door to injectable, nonsurgical treatments that might ordinarily require invasive implants or fat grafting.
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11 Forbes D., Russ B., Kilani RT., et al. Liquid dermal scaffold with adipose-derived stem cells improves tissue quality in a murine model of impaired wound healing. Journal of Burn Care & Research (2019)40(5); 550-557.
12 Pourghadiri A., Alnojeidi H., Jalili R., et al., In situ forming nutritional and temperature sensitive scaffold improves the aesthetic outcome of meshed split-thickness skin grafts in a porcine model. Advances in wound care (2021) 10(3); 113-122.
Overall, Conexeu's concept is a novel approach to tissue engineering, offering a versatile, biocompatible framework that can potentially be deployed in multiple areas of the body. The Company has secured patent protection worldwide (including the US, EU, Japan, and others) and has completed significant preclinical research. As a platform technology, it has the potential to become a new standard of care in both wound repair and regenerative aesthetics, with additional future possibilities in areas like 3D bioprinting and other organ-supportive applications.
CXU Scaffold - 10 Minute Tissue™
Overview
10 Minute Tissue™ is an ECM scaffold that enables the in-situ (in the body) formation of new human tissue. The product is delivered as a flowable liquid that, upon exposure to body temperature (~37°C), quickly transforms into a stable gel within approximately 10 minutes. Its flowable form at room temperature allows precise application to irregular or deep wounds, while the temperature-triggered gelation ensures it conforms seamlessly to the target area. This rapid in situ gelation creates an optimal environment for cell proliferation, neovascularization, and tissue remodeling, with potential applications in advanced wound care, aesthetic enhancements, and reconstructive procedures.
Biologic Advantages
Preclinical studies suggest that 10 Minute Tissue™ has several potential biologic advantages, including: (i) faster wound closure and margin integration; (ii) reduced inflammatory phase; (iii) non-fibrotic healing; and (iv) enhanced cell viability.
In animal models, 10 Minute Tissue™ has been observed to support fibroblast proliferation throughout the wound phases, resulting in wound closure and may help accelerate tissue repair while reducing complications. Additionally, 10 Minute Tissue™ has been shown in preclinical studies to minimize the inflammatory burst by expediting the clean-up of inflammatory cells and promoting a more conducive healing environment. The product was associated with minimal scarring in preclinical models because the scaffold's cellular organization and low-inflammatory profile foster natural tissue regeneration without fibrotic scarring. Preclinical data also indicated that cells survive better in the CXU scaffold environment, supporting robust tissue integration and longevity.13
CAUTION: INVESTIGATIONAL DEVICE. SAFETY AND EFFECTIVENESS HAVE NOT BEEN ESTABLISHED.
Technical and Commercial Advantages
10 Minute Tissue™ has several technical and commercial advantages, including: (i) cost-efficient manufacturing; (ii) shelf stability; (iii) adaptable formulation and reconstitution; (iv) versatile delivery; and (v) user-friendly operation.
The product contains low-cost materials and involves only two major steps and leverages readily available collagen and polymers. 10 Minute Tissue™ lyophilized "powder" form eliminates the need for refrigeration, significantly extending shelf-life and facilitating global distribution. Additionally, the collagen-agnostic formula can utilize bovine, human, and/or other collagen sources. 10 Minute Tissue™ rehydrates in plasma, saline, or nutrient-rich media, allowing user-friendly reconstitution for different clinical scenarios. It is delivered through a simple syringe application and maintains stable flow properties at room temperature, adapting to standard surgical or wound care devices.
Optimized for Better Tissue Integration
10 Minute Tissue™ achieved better tissue integration in preclinical studies through: (i) thermosensitive setting; (ii) animal evidence; and (iii) minimal scarring and reduced complications.
The product exhibits rapid gelation and transitions from liquid to gel at ~37 °C, achieving a stable scaffold in about ten minutes. Once gelled, it provides a biocompatible environment that cells can remodel into natural tissue. 10 Minute Tissue™ has preclinical studies which have shown that it may have applications in flap repairs, mesh skin grafts, and burn wounds. Additionally, the in-situ gelation ensures a smooth, stable surface for tissue regeneration, lowering the likelihood of infection or additional surgical intervention.
Viscosity, Flow, and Gelation Dynamics
Viscosity, flow and gelation dynamics of 10 Minute Tissue™ include: (i) flowability; (ii) temperature triggered gelation; (iii) safety and bio-composition; and (iv) dosage and administration.
10 Minute Tissue™ is low-viscosity liquid at room temperature for easy application on deep or irregular wound profiles (trauma, burns, and full-thickness defects). The temperature-triggered gelation creates precise contouring: gels at body temperature, providing excellent coverage control and contouring during application. Physical & biocompatibility studies have shown no adverse safety signals, and composition closely mirrors native dermal ECM for optimal cellular interaction. 10 Minute Tissue™ is a single 1.5 cc- 3cc application in the wound site, with potential for additional doses based on wound assessment, and is intended for one-time use per treatment site, ensuring sterility and consistent product performance.
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13 Hosseini-Tabatabaei A., Jalili R., Hartwell R., et al. Embedding Islet in a liquid scaffold increases islet viability and function. Canadian Journal of Diabetes (2012) 37;27-35.
Competitive Advantage
Compared to products like Integra Flowable Wound Matrix, CXU 10 Minute Tissue™ has shown (i) improved cellular interaction; (ii) enhanced flowability and temperature sensitivity; and (iii) faster wound closure in preclinical models.
10 Minute Tissue™ showed low inflammation and enhanced cell proliferation, leading to accelerated wound healing in animal studies. Direct head-to-head clinical comparisons have not yet been completed. It maintains a low-viscosity liquid state at room temperature, making it easier to apply in challenging wound profiles and the precise gelation at ~37 °C offers superior contouring and stability. Additionally, pilot data show a 2.7x faster closure in the first week, achieving 96% closure by day 14, significantly outperforming untreated controls.14
Key Data Points
PRECLINICAL DATA; HUMAN SAFETY AND EFFECTIVENESS REMAIN UNDER INVESTIGATION.
Key data points include:
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Day 7 Closure: CXU treated wounds (CXU Scaffold) remained only 24-32% open vs. 86-92% open in untreated wounds.
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Day 14 Closure: CXU treated wounds achieved 100% closure, while untreated wounds were still 28-58% open.
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Overall Healing Rate: CXU 10 Minute Tissue™ delivers 2.7x faster closure in week 1 and 2.55x faster overall, validated at the 99% confidence level.
By integrating rapid in situ gelation, superior preclinical performance, and ease of use, CXU 10 Minute Tissue™ stands as a next-generation regenerative scaffold for acute wounds, chronic wounds, and soft tissue augmentation. This combination of biologic, technical, and commercial advantages underscore its potential to transform advanced wound care and related markets.
Market
Overview
Market: Wound care and acute wounds
The global advanced wound care market represents a large and expanding opportunity driven by demographic, clinical, and economic factors. Chronic and acute wounds - including diabetic foot ulcers, venous leg ulcers, pressure ulcers, surgical dehiscence, and complex burns - pose a significant and growing healthcare burden. Rising incidence of diabetes, obesity, and vascular disease, together with an aging population, is fueling demand for advanced therapies that accelerate healing, reduce complications, and lower overall treatment costs.15
Traditional wound care approaches, including standard dressings and skin grafts, are associated with inconsistent outcomes, elevated infection risk, and suboptimal cosmetic results.16 Despite substantial expenditures, many wounds remain slow to heal, recurrent, or refractory to existing treatments, leading to higher hospitalization rates and long-term costs. In the United States alone, annual direct spending on chronic wounds exceeds $28 billion, underscoring the urgent need for innovative solutions.17
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14 Pakyari M., Jalili R., Kilani R.T., et al., Studying the in vivo application of a liquid dermal scaffold in promoting wound healing. Experimental Dermatology (2021)31; 715-724.
15 Sen, C.K. et al., "Human Wounds and Its Burden: An Updated Compendium of Estimates," Advances in Wound Care (2021).
16 Nussbaum, S.R. et al., "Health and Economic Burden of Chronic Wounds," Value in Health (2018).
17 U.S. chronic wound cost estimates, Value in Health (2018), CMS data; updated by MedMarket Diligence (2023).
Advanced wound care technologies - spanning biologically active dressings, extracellular matrix (ECM) scaffolds, and bioengineered skin substitutes - are increasingly adopted by hospitals, burn centers, and outpatient facilities. These products seek to replicate or enhance the body's natural regenerative processes, enabling faster wound closure, reduced scarring, and improved quality of life for patients. Industry research estimates that the global advanced wound care market was valued at $10.3 billion in 2022 and is projected to reach $17.8 billion by 2032, reflecting a 5.6% compound annual growth rate (CAGR).18 The broader wound dressing segment, valued at $14.2 billion in 2023, is likewise expected to expand steadily at 4.2% CAGR through 2030.19
These growth drivers - rising chronic wound prevalence, increasing healthcare cost pressures, and regulatory emphasis on measurable patient outcomes-position next-generation regenerative biomaterials as a compelling market opportunity. Innovative scaffolds designed to provide biomimetic tissue environments, faster integration, and reduced inflammation have the potential to displace incumbent products and establish new standards of care. Companies that can deliver consistent, scalable solutions that shorten healing timelines and improve clinical outcomes are expected to capture meaningful share within a high-value, globally expanding sector.
Market: dental soft tissue Market Overview and Market Opportunity
The global dental soft tissue market represents a significant and underpenetrated opportunity at the intersection of periodontics, implantology, and oral reconstruction. Gum disease is among the most prevalent chronic conditions worldwide, with more than 42% of U.S. adults over the age of 30 showing signs of periodontitis and nearly 60% of those over 65 affected.20 The burden is similar in the European Union, where aging demographics and high prevalence of diabetes and smoking amplify risk factors for periodontal disease. This widespread incidence creates sustained demand for therapeutic interventions to regenerate or augment soft tissue and restore long-term oral health.
Within the dental sector, soft tissue procedures focus primarily on pocket reduction, connective tissue grafting, and soft tissue augmentation around implants. Connective tissue grafts harvested from the patient's palate remain the clinical "gold standard" for treating gingival recession, but limitations such as donor site morbidity, procedure complexity, and patient discomfort have created strong demand for biomaterial substitutes.21 Collagen-based membranes and extracellular matrix (ECM) scaffolds are widely utilized to stabilize clots, guide healing, and enhance attachment around teeth and implants. Geistlich's Bio-Gide® collagen membrane, derived from porcine pericardium, is the leading global product in this category and demonstrates the commercial viability of collagen scaffolds in dentistry.22
According to industry research, the global dental membrane and bone graft substitute market was valued at approximately $600 million in 2022, with soft tissue and gum regeneration representing a meaningful share of this total.23 Growth is expected to continue at a mid-single-digit CAGR through 2030, driven by rising implant procedures, greater awareness of periodontal disease, and broader adoption of regenerative biomaterials. In addition, the introduction of next-generation scaffolds-engineered to mimic the natural human extracellular matrix and provide more predictable soft tissue integration-offers the potential to expand the market beyond current collagen membranes and autograft substitutes.
In the United States alone, an estimated 1.2 million periodontal flap and graft procedures are performed annually, with average treatment costs ranging from $1,000 to $3,000 per quadrant.24 At a device cost of approximately $250 per use, the addressable annual opportunity for regenerative scaffolds in periodontal soft tissue repair is between $300 million and $400 million in the U.S., with a similar opportunity across the EU market. Taken together, the combined U.S. and EU soft tissue dental market approaches $600-$800 million annually, positioning innovative scaffolds as a scalable solution in a growing, high-margin specialty category.
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18 Grand View Research, Advanced Wound Care Market Size Report, 2023-2032.
19 Fortune Business Insights, Wound Dressings Market Size Report, 2024-2030.
20 Centers for Disease Control and Prevention (CDC), National Health and Nutrition Examination Survey (NHANES) 2009-2010; CDC Oral Health Surveillance Report, 2022.
21 American Academy of Periodontology, "Gum Graft Surgery," clinical guidance, 2023.
22 iData Research, Global Dental Barrier Membrane Market Report (2023); company publications.
23 Grand View Research, Dental Membrane and Bone Graft Substitute Market Size Report, 2023-2030.\
24 Market model derived from U.S. flap/osseous and graft procedure volumes (Precedence Research, 2024) and average fee estimates (CareCredit, ADA Survey of Dental Fees).
Market: Medical Aesthetics
Market Overview and Market Opportunity - Medical Aesthetics
The global medical aesthetics sector has evolved rapidly over the past decade, shifting from traditional volumizing treatments toward regenerative and biostimulatory solutions that restore tissue quality and promote natural, long-lasting results. A central trend is the move away from "anti-aging" toward "aging-well," with patients seeking subtle, natural enhancements that support healthy appearance over time rather than dramatic, short-term changes.25 Industry surveys, including the Allergan Aesthetics Global Survey 2021, confirm that a significant share of consumers now prioritize outcomes linked to natural collagen restoration and durability.26 This consumer shift has expanded the total addressable market for biologically based injectables and accelerated demand for products that can stimulate tissue renewal rather than simply displace lost volume.
Market fundamentals are strong
The International Society of Aesthetic Plastic Surgery (ISAPS) has reported consistent global growth in both female and male aesthetic procedures, reflecting broader acceptance across age groups and geographies.27 The worldwide soft-tissue filler market reached approximately $5.08 billion in 2023 and is projected to exceed $10 billion by 2032, representing nearly a doubling of market size in under a decade.28 The momentum is supported by expanding consumer segments, including younger "prejuvenation" patients entering the market earlier, thereby increasing lifetime value per patient.
Impact of GLP-1 weight-loss drugs
A new driver of growth is the widespread adoption of GLP-1 agonists such as Ozempic™ and Wegovy™, which have triggered visible facial and body tissue volume loss-a phenomenon colloquially known as "Ozempic Face."29 Surgeons report increased demand for fillers, fat grafting, and adjunctive procedures to address hollowed features and skin laxity due to tissue loss, with nearly one in four clinicians forecasting sustained demand linked to GLP-1 therapies.30 This structural trend represents an emerging large-volume opportunity not well served by existing hyaluronic acid (HA) fillers, which are primarily designed for small, localized corrections.
Biostimulatory injectables are outpacing the category
While HA fillers dominate current sales, the biostimulatory filler market - led by products with calcium hydroxylapatite (CaHA), poly-L-lactic acid (PLLA), polycaprolactone (PCL), and polymethylmethacrylate (PMMA) - remains a concentrated but high-growth niche. CaHA alone generated approximately $650 million in global sales in 2023 and is projected to more than double to $1.6 billion by 2030, reflecting clinician preference for products that stimulate endogenous collagen and elastin production.31 This trend underscores the growing demand for safer, more effective materials that deliver regenerative benefits rather than temporary volume.
Changing consumer and regulatory dynamics
Several forces are reshaping product demand:
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25 Allergan Aesthetics, Global Aesthetics Survey 2021.
26 See note above.
27 International Society of Aesthetic Plastic Surgery (ISAPS), Global Survey of Aesthetic Procedures, 2022.
28 Market Data: Grand View Research, Soft Tissue Filler Market Size Report, 2024-2032.
29 Arianna Johnson, "Cosmetic Surgery Trends: Weight Loss Drugs Drove Spike in Fillers and Facelifts Last Year," Forbes, June 25, 2024.
30 Lori Solomon, "New Facial Plastic Surgery Survey Illustrates Impact of GLP-1 Receptor Agonists," Dermsquared, February 7, 2025.
31 Grand View Research, Global Calcium Hydroxylapatite (CaHA) Filler Market Size & Outlook, 2024.
- Safety concerns: Reports of delayed-onset nodules, vascular occlusion, and long-term persistence have raised awareness of risks associated with synthetic and crosslinked HA fillers.
- Regulatory pressures: Authorities in the U.S., EU, and Asia are reviewing safety data more stringently, including durability and immunogenicity profiles of injectables.
- Consumer fatigue: Many patients report diminishing returns from frequent maintenance treatments, increasing openness to products with regenerative properties and longer intervals between sessions.
- Expanded indications: Demand is rising for large-volume corrections (face and body) in response to GLP-1-associated changes, creating an unmet need for biocompatible, regenerative solutions.
Opportunity for next-generation collagen platforms. Conexeu's 10 Minute Tissue™ scaffold, human cell derived, temperature-gelling collagen injectable, is uniquely positioned to address these shifts. The product is designed to:
- Replace small-volume HA fillers with a native human collagen matrix aligned with the wellness and "natural" movement;
- Capture new large-volume corrections driven by GLP-1-associated lipoatrophy, where safety and biocompatibility are critical; and
- Establish a first-in-class position in the biostimulatory category, where only four incumbent synthetic materials (PLLA, CaHA, PCL, PMMA) are currently in use.
Together, these converging dynamics create a multi-billion-dollar runway for human-collagen-based injectables. By meeting unmet needs in natural regeneration, large-volume safety, and regulatory alignment, Conexeu's collagen platform has the potential to displace incumbent technologies and define the next generation of aesthetic treatment standards.
GOVERNMENT REGULATION
U.S. Regulation of Medical Devices
510(k) Clearance Marketing Pathway
To obtain 510(k) clearance, a company must submit to the FDA a premarket notification demonstrating that the proposed device is "substantially equivalent" to a legally marketed predicate device. A predicate device is a legally marketed device that is not subject to premarket approval, such as devices marketed before May 28, 1976, devices reclassified from Class III to Class II or I, or devices found substantially equivalent through the 510(k) process.
The FDA's 510(k) review usually takes three to twelve months but may take longer. The FDA may request additional information, including clinical data, to make a determination regarding substantial equivalence. FDA also collects user fees for certain submissions and annual establishment fees.
If the FDA agrees that the device is substantially equivalent to a predicate, it grants clearance for commercial marketing. If it determines the device is "not substantially equivalent," the device is automatically designated as Class III. The sponsor must then either pursue the more rigorous PMA process or request a risk-based classification under the de novo pathway.
Once a device receives clearance, any modification that could significantly affect its safety or effectiveness, or that would constitute a major change in intended use, requires a new 510(k) or possibly PMA approval. Manufacturers must determine whether a change requires resubmission, but the FDA can review and overrule such determinations. If the FDA disagrees, it can require cessation of marketing or a recall until authorization is granted. Noncompliance may result in significant penalties.
PMA Approval Pathway
Class III devices generally require PMA approval before marketing. The PMA process is more demanding than 510(k) and requires manufacturers to demonstrate safety and effectiveness with extensive preclinical and clinical data. PMAs must also include a full device description, manufacturing methods and facilities, quality controls, and proposed labeling.
Once submitted, the FDA first determines whether the PMA is sufficiently complete for review. While the statutory review period is 180 days, in practice the process can take several years. The FDA may convene an advisory panel of outside experts to evaluate the application. In addition, the FDA generally conducts pre-approval inspections of manufacturing facilities to ensure compliance with the Quality System Regulation (QSR). PMA applications are subject to user fees, which are higher than those for 510(k).
The FDA approves a PMA if the data provide valid scientific evidence and demonstrate reasonable assurance of safety and effectiveness. Approval may be conditional, requiring post-approval studies, long-term follow-up, labeling restrictions, or surveillance commitments. Failure to comply with post-approval requirements can result in withdrawal of approval.
Certain changes to an approved device, such as modifications in design, manufacturing facilities, or quality controls, may require a PMA supplement. Some changes are significant enough to require a new PMA, particularly where they affect intended use, operating principles, or performance in a way that constitutes a new generation of the device.
De Novo Classification
Medical device types that have not previously been classified default to Class III, regardless of risk. The de novo classification process provides a pathway for low- to moderate-risk devices without a predicate to be down-classified into Class I or II.
Manufacturers may now request de novo classification directly, without first submitting a 510(k). The FDA is required to decide within 120 days, though in practice it often takes longer. If the request is granted, the device may be legally marketed. However, the FDA may deny the request if it identifies a suitable predicate, determines the device is not low-to-moderate risk, or finds that special controls cannot adequately mitigate risks.
Once de novo classification is granted, subsequent modifications that significantly affect safety or effectiveness may require a new 510(k), another de novo request, or even PMA approval.
Clinical Trials
Clinical trials are often required to support PMA or de novo classification and sometimes for 510(k) submissions. All such trials must comply with FDA's Investigational Device Exemption (IDE) regulations, which govern labeling, prohibit promotion, and set requirements for monitoring, reporting, and record-keeping.
If a device poses a "significant risk" to health, an IDE application must be submitted and approved by FDA before starting human trials. Non-significant risk devices do not require an IDE submission but must still meet abbreviated IDE requirements. A significant risk device is typically one that is implanted, sustains life, or poses potential for serious harm.
Clinical studies must also be approved and overseen by Institutional Review Boards (IRBs). Even after approval, the FDA, sponsor, or IRB may suspend or terminate a trial if risks outweigh benefits. Sponsors and investigators must follow FDA requirements, including informed consent, adverse event reporting, trial monitoring, and strict protocol adherence.
Post-Market Regulation of Medical Devices
After market entry, devices remain subject to numerous FDA requirements, including:
- Product listing and establishment registration
- Quality System Regulation (QSR) and, once effective, the Quality Management System Regulation (QMSR)
- Labeling restrictions and prohibitions on off-label promotion
- Authorization for significant modification
- Medical Device Reporting (MDR) requirements for adverse events and malfunction
- Correction, removal, and recall reporting obligation
- Post-market restrictions or surveillance as necessary
- Compliance with FDA recall authority
Manufacturers must maintain device master files, history files, and complaint files, and are subject to routine and unscheduled inspections. Noncompliance can result in recalls, enforcement actions, or plant shutdowns. The FDA has broad enforcement powers, including:
- Warning letters, fines, injunctions, and civil penalties
- Recalls, seizures, or operating restrictions
- Suspension of production
- Refusal or withdrawal of clearances or approvals
- Criminal prosecution
Foreign Regulation of Medical Devices
In addition to U.S. requirements, devices are subject to foreign regulations.
European Union Regulation
Medical devices in the EU are governed by Regulation (EU) No. 2017/745 (Medical Devices Regulation, MDR), which replaced the Medical Devices Directive in May 2021. Unlike directives, regulations apply directly across member states.
Devices must comply with general safety and performance requirements. To demonstrate compliance, manufacturers undergo conformity assessments, usually with a notified body, unless the device is low-risk (Class I). Successful assessment results in a certificate of conformity, enabling CE marking and market entry across the EU.
Manufacturers are also subject to ongoing audits, incident reporting, and field safety corrective actions. Serious incidents and corrective actions must be reported to authorities.
Coverage and Reimbursement
In the U.S., commercial success depends on third-party payor coverage and reimbursement. Devices are typically reimbursed as part of the surgical procedure in which they are used. Coverage varies among payors but is often contingent on:
– Medical necessity
– Cost effectiveness
– Non-experimental use
Payors increasingly scrutinize pricing, billing, and care settings, and some require prior authorization for new or innovative technologies. Limited coverage or reimbursement can reduce demand even for FDA-cleared products.
Other U.S. Healthcare Laws
Medical device companies must also comply with other healthcare laws, including:
– Federal and state anti-kickback statutes
– Civil and criminal false claims laws
– Civil Monetary Penalty Laws
– HIPAA fraud provisions
– Physician Payments Sunshine Act transparency requirements
Violations can result in civil or criminal penalties, fines, exclusion from federal programs, and even imprisonment.
Healthcare Reform
Ongoing healthcare reforms and cost-containment efforts may limit coverage or reimbursement, placing additional pressure on medical device pricing and utilization. These measures could directly impact revenue and profitability across the industry.
Overview of Strategic Plan
Conexeu's strategic plan leverages our 10 Minute Tissue™ scaffold to capture significant market share in regenerative medicine. This section combines regulatory & clinical milestones, manufacturing scale-up, market entry, and short-to-long term reimbursement objectives to position us for successful adoption in advanced wound care.
Short-Term Objectives
Regulatory and Clinical Milestones
Within 12 months, the Company aims to finalize its initial 510(k) submission to the FDA. This includes addressing any FDA queries promptly and ensuring robust safety/efficacy data as it relates to wound closure and tissue integration. The Company also aims to pilot clinical studies by launching targeted pilot programs in hospital wound centers and outpatient clinics to collect real-world performance metrics.
Manufacturing Scale-Up (Concurrent)
Concurrently with other short-term objectives, the Company intends to source CDMOs for manufacturing scale-up and aims to validate Current Good Manufacturing Practice ("cGMP") processes. This includes planning capacity expansion for near-future demand.
Market Entry & Pilot Programs
The Company would like to conduct early outreach and engage leading burn units, trauma wards, and specialized wound care clinics. If the 510(k) is cleared by the FDA, the Company aims to begin partial usage and gathering pilot claims data.
Post 510(k) Clearance
The Company has the following short-term objectives post-approval of its 510(k) by the FDA:
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Immediate CDMO review and retain (1-3months pre-510k submission)
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Objective: Liaise with CMDO's, and establish contract manufacturing capabilities
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Reimbursement Strategy & Code Determination (9-12 months post-approval)
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Objective: Access the U.S. reimbursement landscape and determine whether an existing Q-code or C-code applies, or if a new code is needed by engaging reimbursement consultants and gathering supporting documentation.
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Healthcare Common Procedure Coding System ("HCPCS") Application Prep (9-12 months post-approval)
- Objective: Submit a complete application for a Q-code or C-code during the Centers for Medicare & Medicaid Services ("CMS") specified windows by assembling clinical data, economic evidence, and pilot usage results and to begin partial early usage via transitional billing.
- Market Entry & Pilot Programs (9-12 months post-approval)
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A controlled, limited commercial release to a small number of real-world customers/sites to validate market assumptions, serviceability, training, pricing, and channel operations after 510(k) clearance (and any other necessary listings/registrations).
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Commercial Rollout & Geographic Expansion
The Company aims to transition from pilot programs to broader market entry in North America for full-scale commercialization.
To achieve broad North American commercialization, Conexeu is evaluating two complementary go-to-market options:
1. Distributor Partnerships - Engage established regional and national distributors to accelerate penetration of community hospitals and ambulatory surgical sites, leveraging their existing customer base and logistics.
2. Strategic Out-Licensing - Where rapid scale or bundled contracting is advantageous, license 10 Minute Tissue™ to a major wound-care company that already holds GPO and IDN agreements, exchanging some margin for immediate volume and market share.
These parallel tracks allow the Company to match channel strategy to account size and reimbursement dynamics, while also laying a foundation for staged expansion.
The Company has the following mid-term research and market entry objectives:
- Enhanced Clinical Data & Expanded Labeling
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Objective: Conduct larger patient cohort studies for additional FDA indications (e.g., deeper wounds and burns) by using real-world data to support coverage discussions with Medicare Administrative Contractors ("MACs") and private insurers.
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- Pricing & Coverage Determination
- Objective: Solidify stable reimbursement pathways under newly assigned codes or coverage guidelines by presenting robust clinical and economic data and monitoring Local Coverage Determinations ("LCDs") or potential National Coverage Determinations ("NCDs").
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Advocacy & Health Economics (Ongoing)
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- Objective: Reinforce the value proposition with real-world cost savings by conducting pilot studies focusing on shorter hospital stays, infection rate reductions, and lower recurrence rates and engaging key opinion leaders ("KOLs").
Long-Term Objectives
The Company has the following long-term objectives:
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Platform Expansion & Diversification (post-510k Clearance)
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Objective: Leverage final coverage adoption for expansions into new wound types or updated labeling (e.g., post-surgical incisions and complex burn reconstructions) by developing next-generation ECM scaffolds and tissue for partial mastectomy repairs, potential large-volume reconstructive applications, or synergy with advanced 3D bio-printing.
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Global Market Leadership
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Objective: Achieve robust Medicare, Medicaid, and private payer acceptance by maximizing operational efficiency and securing global regulatory clearances and partnerships with top-tier group purchasing organizations ("GPOs").
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Sustainable Growth & Operational Excellence
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Objective: File for updated coverage or codes if new data supports advanced usage scenarios to maintain product relevance, ensure high patient adoption, and fortify Conexeu's reputation as a leading innovator in regenerative medicine.
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Three-Year PMA Strategy for Aesthetic Applications and R&D
Our three-year pre-market approval (“PMA”) strategy for aesthetic applications is designed to generate robust preclinical and clinical evidence to support FDA approval for our collagen injectable product. This strategy encompasses targeted R&D research, rigorous preclinical studies, and a phased clinical trial approach from 2025 to 2027.
Year 1 (2025): Preclinical Optimization and Phase 1 Trials
The Company has the following preclinical and phase 1 objectives for 2025:
- Preclinical Studies (Currently ongoing):
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Conduct small- and large-volume animal studies (e.g. rabbit models) to evaluate injection performance, tissue integration, inflammatory response, persistence of volumetric effect and time to full tissue remodeling
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- Rheology Testing (Currently ongoing):
- Complete a comprehensive rheological analysis to confirm gelation kinetics (targeting 10 ± 1 minutes at body temperature) and validate mechanical properties compared to market-leading hyaluronic acid and biostimulatory dermal fillers.
Year 2 (2026): Phase 2 Clinical Evaluation and Data Expansion
The Company has the following Phase 2 objectives for 2026:
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Conduct FDA approved and expanded small-volume GMP animal study (e.g., rabbit models) to evaluate injection performance, tissue integration, and inflammatory responses.
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FDA Pre-Submission Meeting (Q3 2026) - Engage the FDA in an early Q-Sub meeting to confirm proposed 510(k)/PMA pathways, clinical-study design, and bench-testing requirements for 10 Minute Tissue™, mitigating regulatory risk and aligning timelines before full submission.
- Preclinical Feasibility:
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Initiate a pilot safety and feasibility GLP animal trial, focusing on small volume and large volume aesthetic applications such as facial rejuvenation and body contouring, respectively.
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Primary endpoints include safety, tolerability, and preliminary efficacy.
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Year 2/3 (2027/28): Pilot Human Clinical Trial
The Company has the following Phase 1 objectives for 2027/28:
• Early Feasibility Trial
- Open-label, dose study under Investigational Device Exemption ("IDE") to establish safety & practicality of injections for small-volume facial areas (e.g., cheeks, nasolabial folds)
- Primary endpoints: acute & late adverse events, injection pain, preliminary wrinkle-severity change Secondary: histology on optional biopsies, rheology-to-clinical correlation ≈ 25-40 subjects
- IDE approval in ±30 days once complete package is filed to fda.gov
- Submit annual IDE progress report & safety line-listing at 6 months
• Pivotal Trial 2028
- Multicenter, blinded, split-face or active-controlled study to demonstrate substantial equivalence or superiority for both small- and large-volume indications (mid-face, cheek, hand, potentially body contouring)
- Co-primary endpoints (at 6 & 12 months)
- Key safety endpoints: eg. nodules, granulomas, adaptive review after first 50 pts to allow dose-range refinement ≈ 180-250 subjects (mirrors Voluma pivotal: 235 treated / 47 control) at 10-15 U.S. & OUS sites; 12-month primary follow-up, with PAS through 24 months
- Interim data packages (month 6 & month 12) submitted via PMA interactive review path
- End-of-Phase 2 (Pre-PMA) meeting: agree on labeling language & post-approval study design
The Company has the following objectives for 2028/29:
• PMA compilation & filing
- Lock database, complete statistical report, integrated safety summary, manufacturing & modules
- Quality-system readiness audit
- Compile and file PMA with interactive review pathway
- Initiate manufacturing scale-up commercial launch preparation
- Target Q3 2029 commercial launch with revenue generation expected to begin in Q3/Q4 2029
Veterinary Medicine Market Strategy
Conexeu's technology has been extensively validated in animal models through our wound care clinical work, demonstrating safety, efficacy, and robust tissue integration. Building on this foundation, we are strategically expanding into the veterinary market to address chronic wounds and soft tissue injuries in animals such as dogs, cats, and horses.
The Company has the following market strategy for veterinary medicine:
• Market Research & Partner Engagement:
- Objective: Conduct targeted market surveys and engage with leading veterinary hospitals, specialty clinics, and distributors to assess demand, understand regulatory requirements, and identify key market segments and ensure ease of administration and alignment with veterinary standards.
• Product Adaptation:
- Objective: Evaluate any necessary formulation or packaging adjustments to optimize the 10 Minute Tissue™ scaffold for veterinary applications, ensuring ease of administration and compliance with industry standards.
• Strategic Planning & Sales Channel Development:
- Objective: Develop a comprehensive go-to-market strategy tailored for veterinary practitioners, hospitals, and specialty clinics and establish collaborative channels with distributors to accelerate commercial penetration.
• Pilot Clinical Implementation:
- Objective: Leverage our existing animal study data from wound care programs to initiate pilot clinical use in veterinary settings by collaborating with key opinion leaders to validate safety, efficacy, and best practice protocols.
• Pivotal Clinical Programs & Commercial Launch:
- Objective: Expand clinical deployments to collect robust data, refine product usage, and finalize market positioning by launching commercial activities in North America, with future plans for international expansion.
• Ongoing Support & Training:
- Objective: Implement comprehensive training and support programs for veterinary practitioners to ensure proper integration and use of the product in routine veterinary care.
3D Bioink Market Strategy
Conexeu is expanding its application of the 10 Minute Tissue™ platform into the 3D printing space, leveraging our proprietary ECM scaffold technology to develop customizable, patient-specific tissue constructs. Our strategy is to adapt our current formulation and develop protocols that meet the rigorous demands of 3D bio-printing, thus opening new avenues in reconstructive and regenerative medicine.
Formulation and Protocol Development and Initial Testing
The Company has the following bioink objectives:
- Printing Protocols & Formulation:
- Test and design protocols using the 10 Minute Tissue™ scaffold to create a stable, printable bioink and optimizing printing protocol.
- Rheology & Mechanical Testing:
- Conduct comprehensive laboratory tests to verify that the bioink exhibits a target gelation time of 10 ± 1 minutes at body temperature and demonstrates suitable mechanical properties for 3D printing.
- Prototype Development:
- Produce initial tissue structure prototypes and perform in vitro assessments for cellular compatibility, structural integrity.
Preclinical Studies and Iterative Optimization
The Company has the following bio-printing objectives:
- Preclinical Animal Studies:
- Utilize our established animal models to test 3D printing prototypes in constructing tissue analogs.
- Evaluate outcomes such as integration, vascularization, and biomechanical stability Iterative Formulation Refinement:
- Analyze preclinical data to optimize bioink properties, ensuring enhanced cell viability and reproducible printing performance.
- Collaborative Partnerships:
- Initiate collaborations with leading 3D bio-printing companies and academic research centers to leverage complementary expertise and accelerate product development.
Compliance with Environmental Laws
Compliance with foreign, federal, state and local laws that have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, have not had a material effect on our capital expenditures, earnings or competitive position.
Properties
Our corporate headquarters is located at Suite 880, 50 West Liberty Street, Reno, Nevada, 89501, USA. We do not own any real property.
Legal Proceedings
In the ordinary course of business, we may from time to time become subject to legal proceedings and claims arising in connection with ongoing business activities. The results of litigation and claims cannot be predicted with certainty, and unfavorable resolutions are possible and could materially affect our results of operations, financial condition or cash flows. In addition, regardless of the outcome, litigation could have an adverse impact on us as a result of legal fees, the diversion of management's time and attention and other factors.
There are no matters as of November 28, 2025 that in the opinion of management might have a material adverse effect on our results of operations, financial condition or cash flows, or that are required to be disclosed under the rules of the SEC.
Securities Authorized for Issuance under Equity Compensation Plans
On June 7, 2025, our Board authorized and approved the adoption of the Company's 2025 Stock Incentive Plan (the "2025 Stock Incentive Plan"), under which an aggregate of 3,000,000 of our shares of common stock may be issued pursuant to all awards granted or that may be granted under the 2025 Stock Incentive Plan. The Company's 2025 Stock Incentive Plan was approved by the written consent of our stockholders holding a majority of the outstanding shares of common stock on July 10, 2025.
The purpose of our 2025 Stock Incentive Plan is to enhance our long-term stockholder value by offering opportunities to our directors, officers, employees and eligible consultants to acquire and maintain stock ownership in order to give these persons the opportunity to participate in our growth and success, and to encourage them to remain in our service.
The 2025 Stock Incentive Plan is to be administered by our Compensation Committee or any other committee appointed by the Board to administer the 2025 Stock Incentive plan, or else the Board, which shall determine, among other things: (i) the persons to be granted awards under the 2025 Stock Incentive Plan; (ii) the number of shares or amount of other awards to be granted; and (iii) the terms and conditions of the awards granted. The Company may issue restricted shares, stock options, restricted stock units, stock appreciation rights, deferred stock rights and dividend equivalent rights, among others, under the 2025 Stock Incentive Plan. As indicated above, an aggregate of 3,000,000 of our shares may be issued pursuant to the grant of awards under the 2025 Stock Incentive Plan.
An award may not be exercised after the termination date of the award and may be exercised following the termination of an eligible participant's continuous service only to the extent provided by the administrator under the 2025 Stock Incentive Plan. If the administrator under the 2025 Stock Incentive Plan permits a participant to exercise an award following the termination of continuous service for a specified period, the award terminates to the extent not exercised on the last day of the specified period or the last day of the original term of the award, whichever occurs first. In the event an eligible participant's service has been terminated for "cause", he or she shall immediately forfeit all rights to any of the awards outstanding.
The 2025 Stock Incentive Plan contains the best practice provisions that reinforce the alignment between stockholders' interests and equity compensation agreements. These provisions include, but are not limited to:
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No discounted awards: the exercise price of an award must not be lower than 100% of the fair market value of the shares on the stock exchange or system on which the shares are traded or quoted at the time the award is granted;
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No buyout without shareholder approval: outstanding options or non-qualified stock options ("SARs") may not be bought out or surrendered in exchange for cash unless shareholder approval is received;
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No repricing without shareholder approval: the Company may not, without shareholder approval, reprice an award by reducing the exercise price of a stock option or exchanging a stock option for cash, other awards or a new stock option with a reduced exercise price;
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Minimum vesting requirements for "full-value" awards: except in the case of an award granted in substitution and cancellation of an award granted by an acquired organization and shares delivered in lieu of fully vested cash awards, any equity-based awards granted under the 2025 Stock Incentive Plan will have a vesting period of not less than one year from the date of grant; provided, however, that this minimum vesting restriction will not be applicable to equity-based awards not in excess of 5% of the number of shares available for grant under the 2025 Stock Incentive Plan. For avoidance of doubt, the foregoing restrictions do not apply to the Board's discretion to provide for accelerated exercisability or vesting of any award in case of death or disability. The treatment of awards in connection with a change of control are described below;
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No accelerated vesting of outstanding unvested awards and double-trigger change of control requirements: no acceleration of any unvested awards shall occur except in the case of the death or disability of the grantee or upon a change of control. In this respect the 2025 Stock Incentive Plan requires a "double-trigger" - both a change of control and a qualifying termination of continuing services - to accelerate the vesting of awards. In connection with a change in control, time-based awards shall only be accelerated if the awards are not assumed or converted following the change in control and performance-based awards shall only be accelerated: (i) to the extent of actual achievement of the performance conditions; or (ii) on a prorated basis for time elapsed in ongoing performance period(s) based on target or actual level achievement. In connection with vesting of outstanding awards following a qualifying termination after a change in control (i.e., double-trigger vesting), the same conditions set forth in the preceding sentence will apply;
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No dividends for unvested awards: holders of any awards which have not yet vested are not entitled to receive dividends, however, dividends may be accrued and paid upon the vesting of such awards;
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No liberal share recycling: shares issued under the 2025 Stock Incentive Plan pursuant to an award, or shares retained by or delivered to the Company to pay either the exercise price of an outstanding stock option or the withholding taxes in connection with the vesting of incentive stock awards or SARs, and shares purchased by the Company in the open market using the proceeds of option exercises, do not become available for issuance as future awards under the 2025 Stock Incentive Plan;
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Transferability: the awards granted under the 2025 Stock Incentive Plan generally may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will, by the laws of descent and distribution;
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No automatic grants: the 2025 Stock Incentive Plan does not provide for automatic grants to any eligible participant; and
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No evergreen provision: the 2025 Stock Incentive Plan does not provide for an "evergreen" feature pursuant to which the shares authorized for issuance under the 2025 Stock Incentive Plan can be automatically replenished.
The foregoing summary of the 2025 Stock Incentive Plan is not complete and is qualified in its entirety by reference to the 2025 Stock Incentive Plan, which is attached as Exhibit 10.14 to this registration statement.
MANAGEMENT
All Conexeu directors hold office until the next annual general meeting of the shareholders unless his office is earlier vacated in accordance with our Articles or he becomes disqualified to act as a director. Conexeu officers are appointed by our Board and hold office until their earlier death, retirement, resignation or removal.
Conexeu executive officers and directors and their respective ages as of the date of this report are as follows:
| Name and Position | Age | Term of Office | Positions Held During the Last Five Years |
| Miles Harrison President, Chief Executive Officer ("CEO") and Director |
61 | October 23, 2025 to present | President, CEO and director of Conexeu Sciences Inc. (Oct 2025 to present); Director of Castle Biosciences, Inc. (2020 to present); Co-Founder, President and CEO of Novaestiq, (2021 to Jul 2025); President and GM of Galderma (2014 to 2021) |
| Stephen D. Inouye Chief Financial Officer ("CFO") Secretary and Treasurer |
65 | November 13, 2023 to present (CFO) April 8, 2025 to present (Secretary and Treasurer) |
President of SDI Consulting, Inc. (1995 to present) |
| Dr. Brian K. Pilcher, PhD Chief Medical Officer ("CMO") |
57 | April 8, 2025 to present (CMO) April 8, 2025 to October 23, 2025 (President) May 14, 2025 to October 23, 2025 (Director) |
President, CMO, and Director of Critical Mass Medical Affairs and Scientific Strategy Consultants (2017 to present); Chief Science Officer of Suneva Medical (2019 to 2024) |
| Name and Position | Age | Term of Office | Positions Held During the Last Five Years |
| Dr. Claudia Chavez-Munoz, PhD Chief Science Officer ("CSO") |
46 | April 8, 2025 to present (CSO) October 16, 2023 to April 8, 2025 (Chief Medical Officer) |
Research Scientist of Vancouver Coastal Health, Prostate Centre (2018 to 2024) |
| Jeff Sharpe Non-executive Chairman and Director |
54 | May 14, 2025 to present (Director) October 23, 2025 to present (Non-executive Chairman) |
Director, CEO, and President of 1030630 B.C. Ltd. (2017 to present) |
| Sebastian Purcell Director |
45 | October 23, 2025 to present | Associate Professor, State University of New York (SUNY) at Cortland (Sept. 2011 to present); CEO and Co-Founder, OnePointTwo Capital Management LLC (March 2022 to present); CEO and Co-Founder, OnePointTwo Labs Analytics LLC (Sept. 2016 to present) |
| Aaron Farberg Director |
40 | October 31, 2025 to present | Chief Medical Officer of Bare Derm Group, Inc.; Executive Director at Reveal Research Institute, PLLC; Adjust Clinical Assistant Professor and Assistant Residency Program Director at UNT Health Science Center, Fort Worth, TX; |
| David Bogart Director |
56 | November 13, 2023 to present | CEO, President, and Director of 0865546 B.C. Ltd. dba Coal Harbour Capital (2009 to present) |
| Dr. Paul Lorenc Director |
70 | May 14, 2025 to present | CEO and Director of Lorenc Aesthetic Plastic Surgery (1988 to present) |
The following is a brief account of the education and business experience of each director, executive officer and key employee during at least the past five years, indicating each person's principal occupation during the period, and the name and principal business of the organization by which he or she was employed, and including other directorships held in reporting companies.
Executive Team
Miles Harrison, President, Chief Executive Officer and Director
Miles Harrison is a healthcare and aesthetics executive with a proven record of scaling global businesses, driving innovation, and creating shareholder value.
He currently serves on the Board of Castle Biosciences (NASDAQ: CSTL) and sits on the Compensation Committee and Nominating and Governance Committee, Castle Biosciences provides test solutions for the diagnosis and treatment of dermatologic cancers. Previously, Miles co-founded and led Novaestiq Corp., building a novel aesthetics platform, raising $10.5M in early financing, and securing strategic distribution with Croma Pharma in North America. He successfully positioned Novaestiq for a significant strategic exit in 2025.
Before Novaestiq, Miles was President & General Manager, North America at Galderma, leading three business units-Aesthetics, Consumer, and Prescription-across North America, with an expansive employee base and over $2.0B in revenue. He drove sustained growth and margin expansion, and scaled several iconic consumer, aesthetic and prescription brands including Cetaphil®, Differin®, Dysport®, Sculptra®, Restylane® and Epiduo®. Miles was part of the executive leadership team that supported EQT's $10.2B acquisition of Galderma in late 2019.
Earlier, at Nestlé Skin Health, he built the U.S. Consumer Business Unit from the ground up, delivering double-digit organic growth and leading the first FDA-approved RX-to-OTC acne switch in 30 years (Differin® Gel).
Miles seeks to bring a blend of boardroom discipline and entrepreneurial drive to his next role as CEO of Conexeu™ Sciences Inc. Known for building high-performing teams and shaping cultures that thrive under change, he combines governance depth, capital strategy expertise, and hands-on operating leadership. At Conexeu™, he will lead the charge to bring first-in-class disruptive human collagen technologies to market across aesthetics, wound care, and regenerative medicine-pioneering a category that sits at the intersection of science, patient impact, and long-term value creation.
Stephen D. Inouye, Chief Financial Officer, Secretary and Treasurer
Mr. Inouye was appointed as Chief Financial Officer of the Company on November 13, 2023, and as Secretary and Treasurer of the Company on April 8, 2025. Mr. Inouye is a financial executive, boasting a robust career of nearly 40 years in accounting and tax management. His experience includes strategic financial guidance to a wide array of private and public organizations, serving in pivotal leadership roles in both sectors. His expertise, including serving as a director and senior officer to a number of publicly listed companies, spans startup and small-cap public market sectors, underscored by a strong command over capital market advisory services. Mr. Inouye has an impressive track record in providing guidance for 'go-public' transactions, contributing significantly to effective capital raising initiatives fueling corporate growth. His vast experience also encompasses U.S. and Canadian securities, public company regulations, and corporate governance.
Dr. Brian K. Pilcher, PhD, Chief Medical Officer
Dr. Pilcher was appointed as Chief Medical Officer of the Company on April, 2025. Dr. Pilcher draws on 25+ years of expertise in Dermatology, Plastic Surgery, and Aesthetics, developing medical affairs, clinical education, and research programs across multiple leading organizations. From serving as Chief Scientific Officer at Suneva Medical to Vice Presidential roles at Merz North America, BioForm Medical, and Cutanix Corporation, he has guided cross-functional teams in bringing innovative therapies to market.
At Suneva, Dr. Pilcher spearheaded initiatives that transitioned a single-product dermal filler focus into a comprehensive regenerative aesthetics portfolio, overseeing product launches, thought-leader engagement, clinical education and scientific communications. During his tenure at Merz North America, he managed medical affairs strategies across multiple business units, including Aesthetics, Medical Dermatology and Neurology, while supervising a 55-member field force responsible for medical and clinical training across Radiesse, Belotero, Xeomin, and Ulthera. His ability to forge strategic relationships with key opinion leaders was equally evident at BioForm Medical, where he orchestrated a multi-disciplinary National Medical Education Faculty leading to innovation in new indications for Radiesse dermal filler and furtherance of clinical education initiatives globally.
Academically, Dr. Pilcher earned his PhD in Cell and Molecular Biology from the University of Oklahoma College of Medicine, followed by postdoctoral training in Dermatology at Washington University in St. Louis, MO. He later served as an Assistant Professor at UT Southwestern Medical Center, focusing on the cellular and molecular mechanisms of wound repair. This strong scientific background, combined with commercial acumen, informs his commitment bringing innovations to market with an emphasis on efficacy and patient safety.
Dr. Claudia Chavez-Munoz, MD, PhD, Chief Science Officer
Dr. Claudia Chavez-Munoz is a distinguished surgeon-scientist recognized internationally for her pioneering contributions to burn care, wound healing, and tissue regeneration. She is the co-founder of Conexeu Science Inc., established in 2023. Initially appointed as the company's Chief Medical Officer (October 16, 2023 - April 8, 2025), she now serves as Chief Science Officer, leading innovation in regenerative therapeutics.
Dr. Chavez-Munoz earned her medical degree from the National Autonomous University of Mexico (UNAM), followed by training in Plastic and Reconstructive Surgery in Mexico City. Her clinical experience includes a rotation at the renowned Burn Unit of Massachusetts General Hospital (Boston, MA). Motivated by the limitations of conventional wound treatments, she pursued a Ph.D. in Experimental Medicine at UBC, where she discovered a novel regulatory protein cluster (SPARC/SFN) involved in collagen type I synthesis. Her work also identified a previously unknown mode of intercellular communication between keratinocytes and fibroblasts via exosomes, contributing significantly to the field of scar modulation.
Following her doctoral studies, Dr. Chavez-Munoz completed a post-doctoral fellowship at Northwestern University's Feinberg School of Medicine. There, she developed an implantable in vivo bioreactor-subsequently patented and licensed to the U.S. Army-that enabled controlled skin and muscle regeneration. Her research in adipose-derived stem cells, decellularized matrices, and advanced biomaterials has garnered numerous accolades, including the Wound Healing Society's New Investigator Award, CIHR scholarships, and multiple distinctions from UBC and Vancouver Coastal Health.
Currently, Dr. Chavez-Munoz serves as an Adjunct Professor in the Faculty of Medicine at UBC, where she has mentored graduate trainees (2 MSc, 2 PhD) and contributes to the Undergraduate MD Program through lectures in regenerative biology and surgical innovation. Her academic research continues to focus on extracellular matrix (ECM)-based therapies and 3D organ reseeding. At Conexeu, she leads the scientific direction of the 10 Minute Tissue™ scaffold platform, translating more than a decade of high-impact research into next-generation, clinically actionable solutions for complex wound healing, reconstructive surgery, and regenerative medicine.
Directors
Jeff Sharpe, Non-executive Chairman & Director
Mr. Sharpe was appointed as Chief Executive Officer and director of the Company on May 14, 2025. Most recently, Mr. Sharpe stepped aside to allow for Miles Harrison to become the newly appointed Chief Executive Officer and Mr. Sharpe was appointed as the Chairman of the Board of Directors on October 23, 2025. Mr. Sharpe has 30 years of entrepreneurial experience leading high-potential ventures from inception to public listing. He has helped raise approximately $100 million through a combination of private and public market financings, including a notable Canadian biotech IPO that secured $30 million in approximately nine months. His operational background spans industries such as health, fitness, and digital media, yet his passion lies in guiding innovative start-ups through complex regulatory environments and strategic transactions. Jeff employs a hands-on leadership style that fosters stakeholder relationships and drives sustainable growth. He is adept at orchestrating mergers and acquisitions, maintaining robust corporate governance, and steering investor engagement. At Conexeu, Jeff leverages his capital-raising expertise and strategic vision to advance the 10 Minute Tissue™ platform, ensuring efficient market entry and long-term shareholder value.
David Bogart, Director
Mr. Bogart was appointed as a director of the Company on November 13, 2023. He founded Conexeu to commercialize the CXU ECM scaffold IP into a market-ready platform. Under his leadership, the Company secured its core patent portfolio locking in worldwide rights to the patented technology that positions and assembled a world-class team, positioning Conexeu at the forefront of the regenerative aesthetics and tissue engineering market. David Bogart brings extensive expertise in capital markets, corporate finance, and strategic business development to his role as a director of Conexeu. He has facilitated numerous private and public market transactions, including IPOs, reverse mergers, and M&A deals, collectively raising over $100 million. Mr. Bogart's background in investor relations and public market strategy enables him to formulate impactful commercial roadmaps and distribution networks for emerging biotech products. He specializes in refining go-to-market plans that balance accelerated revenue growth with regulatory compliance. Throughout his career, Mr. Bogart has guided teams in building strong partnerships, nurturing investor confidence, and expanding global market footprints.
Sebastian Purcell, PhD, Director
Sebastian Purcell, Ph.D. is the Chief Executive Officer and Chief Investment Officer of OnePointTwo Capital, an alternative investment management firm spanning digital assets, venture, and macro strategies. His academic research bridges ethics and mathematical logic, with publications in areas including transfinite mathematics, paraconsistent logics, complex systems theory, environmental ethics, and Aztec philosophy.
Dr. Purcell earned his Ph.D. and M.A. in Philosophy from Boston College, both with highest honors. He has published dozens of academic papers and two books, and his work has earned awards and grants from the American Philosophical Association, the National Endowment for the Humanities, and the National Endowment for the Arts. He has lectured at Princeton, Columbia, and McGill Universities, and his research and commentary have been featured in The Guardian, BBC World, and Time Magazine.
Beyond academia, Dr. Purcell is recognized for his contributions to financial education, with over 61 million views across platforms for his writing and video content on investing and behavioral finance. His work integrates rigorous logical frameworks with practical investment insights, reflecting a rare combination of philosophical depth and real-world application.
Dr. Aaron Farberg, Director
Aaron S. Farberg, M.D., is a double board-certified dermatologist and fellowship-trained Mohs surgeon specializing in skin cancer, inflammatory diseases, and cosmetic dermatology. A summa cum laude graduate of Emory University, Dr. Farberg earned his medical degree from the University of Michigan, where he also completed additional residency years in Plastic and Reconstructive Surgery. He further advanced his training in New York as a clinical research fellow affiliated with the National Society for Cutaneous Medicine and New York University, followed by a dermatology residency at the Icahn School of Medicine at Mount Sinai Hospital, where he served as chief resident. Dr. Farberg is the founder of a large group private practice in Dallas, Texas, and serves as an Assistant Professor at the UNT Health Science Center, where he is also the Assistant Program Director for the Dermatology residency program. In addition to patient care, he has served as a clinical investigator on numerous studies, including FDA clinical trials, and has authored over 100 peer-reviewed publications, 76 abstracts, and seven books (one currently in completion). He is a member of several editorial boards, including Dermatology & Therapy and SKIN, and founded the Dermatology Science and Research Foundation to advance dermatology education for both patients and peers. Recognized as one of Dallas's leading dermatologists, Dr. Farberg has received numerous honors, including being ranked by his dermatology colleagues in Newsweek Magazine as the #1 medical dermatologist in Texas and #5 in the United States.
Dr. Z. Paul Lorenc, Director
Dr. Lorenc was appointed as a director of the Company on May 14, 2025. Dr. Z. Paul Lorenc is a board-certified aesthetic plastic surgeon internationally recognized for pioneering advancements in minimally invasive aesthetic medicine. Renowned for his research on dermal fillers and injectables, he played a pivotal role in the Evolence® collagen filler study - a key clinical trial that supported Johnson & Johnson's $159 million acquisition of Evolence. With a practice in New York City, Dr. Lorenc has authored numerous peer-reviewed articles and textbooks on aesthetic plastic surgery and has lectured extensively on emerging technologies and best practices in facial rejuvenation.
In addition to his clinical work, Dr. Lorenc serves on advisory boards and scientific panels, guiding innovations in collagen-based implants, neurotoxins, and energy-based devices. His deep understanding of clinical trial design and Make-A-Wish regulatory navigation allows him to effectively translate cutting-edge research into safe, effective treatments for patients seeking natural, long-lasting results. Dr. Lorenc's philosophy centers on patient safety, rigorous scientific validation, and a commitment to enhancing quality of life through aesthetic solutions. At Conexeu, he provides strategic input on product development, clinical validation, and market positioning for the 10 Minute Tissue™ scaffold, ensuring it aligns with the evolving demands of a global aesthetic market.
Medical Advisory Board
There are five members of our Medical Advisory Board: Dr. Peter Randelzhofer; Dr. Vijay S. Gorantla; Dr. Anthony Papp; Dr. Scott K. Rineer; and Dr. Z. Paul Lorenc. Below is a summary of each member's education and professional experience, other than Dr. Z. Paul Lorenc whose background is described above:
Dr. Peter Randelzhofer, Medical Advisor
Dr. Peter Randelzhofer is an internationally recognized specialist in implantology, prosthetics, and regenerative bone techniques. A graduate of the Ludwig Maximilian University of Munich and former Assistant Professor at the University of Freiburg, he pioneered the first online-navigated mandibular implant in cooperation with Stryker-Leibinger.
He later co-founded the Implant Competence Centrum in Munich, has co-authored seminal publications-including work with Professor Carlo Maiorana of the University of Milan-and holds the patent for the RMB Resorbable Modular Bone Shield, an innovation advancing spatial bone regeneration.
As an educator, lecturer, and editorial advisor to leading journals, Dr. Randelzhofer continues to shape the evolution of modern implantology across Europe and beyond.
Dr. Vijay S. Gorantla, MD, PhD, FRC, Medical Advisor
Dr. Vijay S. Gorantla is a tenured Professor of Surgery at Wake Forest University School of Medicine and the Wake Forest Institute for Regenerative Medicine, where he directs the Vascularized Composite Allotransplantation (VCA) Program at Atrium Health Wake Forest Baptist. A reconstructive transplant surgeon by training, his career sits at the intersection of transplantation immunology, regenerative medicine, tissue engineering, and trauma care-with a particular emphasis on restoring function after complex injuries in both military and civilian populations.
Educated at NTR University of Health Sciences (MBBS, 1995), Dr. Gorantla completed surgical training in the U.K.'s Greater Manchester program, followed by advanced fellowships in microsurgery, plastic and reconstructive surgery, and hand surgery at the Christine M. Kleinert Institute/University of Louisville. He earned a PhD from the University of Louisville focused on the immunology of composite tissue allografts and later completed an MMM at Carnegie Mellon University, sharpening his leadership in healthcare innovation and precision health. Early in his career, he helped perform the first U.S. hand transplant (1999) at Louisville. He subsequently led the VCA and VA Hand Transplant Programs at UPMC, guiding landmark cases including bilateral and full-forearm transplants, before joining Wake Forest in 2017 to build and lead its VCA enterprise.
A recognized field-builder, Dr. Gorantla has served as Vice-Chair of the United Organ Sharing Vascularized Composite (UNOS VCA) Committee, Immediate Past President of the International Society of Vascularized Composite Allotransplantation (ISVCA), and a founding member of the American Society for Reconstructive Transplantation (ASRT). His research portfolio spans cell-based therapies, nanomedicine, biosensing, and engineered tissues aimed at immune tolerance and functional regeneration. He has authored 100+ scientific papers and 15 book chapters, and served as PI on large Department of Defense-funded translational and clinical programs exceeding $14 million, including multi-institutional consortia standardizing hand and face transplantation protocols with partners such as Yale.
Guided by a clinician-engineer mindset, Dr. Gorantla's work advances a shift from "repair" to "regeneration," prioritizing durable function, reduced treatment burden, and seamless host integration. His mission is to deliver next-generation solutions for devastating tissue loss-bringing together multidisciplinary teams, rigorous science, and compassionate care to restore independence and quality of life for injured service members and civilians alike.
Dr. Anthony Papp, MD PhD FRCSC, Medical Advisor
Dr. Papp did his medical training in Finland and graduated from the University of Kuopio, Finland 1989. Following this he specialized in General Surgery (1995) and Plastic Surgery (1998). Since then, he was a senior consultant in the Department of Plastic Surgery in Kuopio University Hospital, where he was in charge of a national burn center. He also acted as the Head of Plastic Surgery there before he relocated to Vancouver in 2007.
Currently Dr. Papp works in Vancouver General Hospital, where he acts as the Medical Director for the BC Professional Firefighters' Burn Unit. He leads the Provincial Burn Program with responsibilities in teaching and research in addition to his clinical patient care. He is also the plastic surgeon responsible for the Spinal Cord Injury Wound Clinic and Complex Wound Clinic. He is a Clinical Professor of Plastic Surgery at University of British Columbia.
Dr. Papp is an internationally recognized plastic surgeon, burn and wound healing expert. He has 50 scientific publications in peer reviewed journals, 90 conference presentations and has written 22 book chapters in medical textbooks. He has served as a visiting professor in Winnipeg and Kuwait City. Dr. Papp was recognized by the International Association of Plastic Surgeons as the "Leading Physician of the World" and "Top Plastic Surgeon in British Columbia", Canada in 2015 and has qualified for the 2015 edition of the "Bristol's Who Is Who" book.
Dr. Scott K. Rineer, M.D., CAPT MC (FS/FMF), USN (Ret.), Medical Advisor
Dr. Scott K. Rineer is an emergency physician in Tampa Bay who spent many years in uniformed service. After graduating from the Uniformed Services University of the Health Sciences with an M.D. in 1990, he embarked on diverse military assignments that included flight surgery training in Pensacola and missions to Antarctica ("Deep Freeze"). Designated a USN/USMC parachutist and holder of the Army's expeditionary field medical badge, Dr. Rineer provided medical coverage for space shuttle operations as a NASA flight surgeon and deployed to MCAS Iwakuni, Japan, among other posts.
He completed an Emergency Medicine residency at Naval Medical Center San Diego, engaging in Tactical Emergency Medicine and supporting local, state, and federal agencies. Additional duties took him to the USS Ronald Reagan (CVN-76) as Senior Medical Officer, followed by stateside and overseas roles, including disaster relief efforts after Hurricane Katrina. Dr. Rineer remains a Fellow of the American Academy of Emergency Medicine, reflecting a career equally defined by clinical excellence, operational expertise, and an enduring commitment to serving patients under the most challenging circumstances.
Significant Employees
Other than Miles Harrison, Stephen Inouye, Dr. Brian Pilcher and Dr. Claudia Chavez-Munoz, the Company does not have any significant employees.
Family Relationships
There are currently no family relationships between any of the members of the Board of Directors or the executive officers.
Director Independence
The Company's Board has determined that Aaron Farberg, David Bogart, Paul Lorenc, and Sebastian Purcell are independent directors under Section 803 of the NYSE American Company Guide.
Involvement in Certain Legal Proceedings
Except as disclosed in this registration statement, during the past ten years none of the following events have occurred with respect to any of our directors or executive officers:
1. A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
2. Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
3. Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
a. Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
b. Engaging in any type of business practice; or
c. Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
4. Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3)(i) above, or to be associated with persons engaged in any such activity;
5. Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
6. Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacate.
7. Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
a. Any Federal or State securities or commodities law or regulation; or
b. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
c. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
8. Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
There are currently no legal proceedings to which any of our directors or officers is a party adverse to us or in which any of our directors or officers has a material interest adverse to us.
EXECUTIVE AND DIRECTOR COMPENSATION
General
For the purposes of this section:
"Accrued Obligations" means all accrued and unpaid wages earned through the executive's last day of employment, together with accrued but unused paid time off as at the effective date of termination, and any other vested amounts or benefits required to be paid in accordance with applicable law or the Executive Agreement.
"Board Agreement" means the board member agreement entered into between the Company and the applicable director, including any amendments or related ancillary agreements.
"CEO" means an individual who acted as the Chief Executive Officer of Conexeu, or acted in a similar capacity, for any part of the most recently completed financial year;
"CFO" means an individual who acted as the Chief Financial Officer of Conexeu, or acted in a similar capacity, for any part of the most recently completed financial year;
"CMO" means an individual who acted as the Chief Medical Officer of Conexeu, or acted in a similar capacity, for any part of the most recently completed financial year;
"CSO" means an individual who acted as the Chief Science Officer of Conexeu, or acted in a similar capacity, for any part of the most recently completed financial year;
"Executive Agreement" means the executive employment agreement entered into between the Company and the applicable NEO, including any amendments or related ancillary agreements.
"incentive plan" means any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specified period;
"incentive plan award" means compensation awarded, earned, paid or payable under an incentive plan;
"Initial Base Salary" means executive's starting annual base salary as set out in the Executive Agreement, payable in accordance with the Company's standard payroll practices, and subject to potential adjustments as determined by the Board.
"Named Executive Officer" or "NEO" means each of the following individuals: (a) a CEO; (b) a CFO; (c) a CMO; and (d) a CSO.
"option-based award" means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights and similar instruments that have option-like features; and
"Severance Benefits" means the severance entitlements payable to the executive under the Executive Agreement in connection with a termination of employment without cause or a resignation for good reason, in addition to the Accrued Obligations, and subject to the executive's compliance with the terms of the Executive Agreement and any required separation agreement.
"share-based award" means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units, and stock.
Summary Compensation Table
Our named executive officers for the fiscal year ended October 31, 2025 ("Fiscal 2025") consist of (i) Miles Harrison, President and CEO, (ii) Dr. Brian Pilcher, CMO and former President, (iii) Stephen D. Inouye, CFO, Secretary and Treasurer, (iv) Claudia Chavez-Munoz, CSO, and (v) Jeff Sharpe, chairman and former CEO and director.
Our named executive officers for the fiscal year ended October 31, 2024 ("Fiscal 2024") were: (i) Michael Wright, former CEO, (ii) Ryan Hartwell, former CEO; (iii) Stephen D. Inouye, CFO, secretary and treasurer, and (iv) Mark Pace-Floridia, former CEO.
We have no other executive officers. The following Summary Compensation Table sets forth the compensation earned by or paid to our named executive officers for Fiscal 2024 and Fiscal 2025 are as follows:
| Name and Principal Position |
Year | Salary ($) |
Bonus ($) |
Stock awards ($) |
Option awards ($)(3) |
Non- equity incentive plan compensation ($) |
Non- qualified deferred compensation earnings ($) |
All other compensation ($) |
Total ($) |
| Miles Harrison(1) President, CEO and Director |
2025 2024 |
$15,000 N/A |
N/A N/A |
$175,722 N/A |
N/A N/A |
N/A N/A |
N/A N/A |
$8,723 N/A |
$199,445 N/A |
| Stephen D. Inouye(2) CFO and Corporate Secretary |
2025 2024 |
$50,200 $18,825 |
N/A N/A |
$87,861 N/A |
$21,160 N/A |
N/A N/A |
N/A N/A |
N/A N/A |
$159,221 $18,825 |
| Dr. Brian K. Pilcher, PhD(3) CMO |
2025 2024 |
$80,000 N/A |
$34,000 N/A |
$175,722 N/A |
$57,549 N/A |
N/A N/A |
N/A N/A |
$12,500 N/A |
$359,771 N/A |
| Dr. Claudia Chavez-Munoz, PhD(4) CSO |
2025 2024 |
$70,000 N/A |
N/A N/A |
$175,722 N/A |
$5,804 N/A |
N/A N/A |
N/A N/A |
$30,000 N/A |
$281,526 N/A |
| Mark Pace-Floridia(5) Former CEO |
2025 2024 |
N/A $21,000 |
N/A N/A |
N/A $1,235 |
N/A N/A |
N/A N/A |
N/A N/A |
N/A N/A |
N/A $22,235 |
| Jeff Sharpe(6) Former CEO and Director |
2025 2024 |
$75,000 N/A |
N/A N/A |
$275,286 N/A |
N/A N/A |
N/A N/A |
N/A N/A |
$65,625 N/A |
$415,911 N/A |
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock awards ($) | Option awards ($)(3) | Non-equity incentive plan compensation ($) |
Non-qualified deferred compensation earnings ($) |
All other compensation ($) |
Total ($) |
| Michael Wright(7) Former CEO and Director |
2025 2024 |
$173,500 $153,720 |
N/A N/A |
$230,329 $4,217 |
$14,107 N/A |
N/A N/A |
N/A N/A |
N/A N/A |
$417,936 $157,937 |
| Ryan Hartwell(8) Former CEO and Director |
2025 2024 |
N/A $2,971 |
N/A N/A |
N/A N/A |
N/A N/A |
N/A N/A |
N/A N/A |
N/A N/A |
N/A $2,971 |
Notes:
(1) Mr. Harrison was appointed President and CEO on October 23, 2025.
(2) Mr. Inouye was appointed as CFO on November 13, 2023.
(3) Dr. Pilcher was appointed as President and CMO on April 8, 2025. Dr. Pilcher resigned as the President on October 22, 2025.
(4) Dr. Chavez-Munoz was appointed as CSO on April 8, 2025 and was the CMO from October 16, 2023 to April 8, 2025.
(5) Mr. Pace-Florida was appointed CEO on March 21, 2024. He resigned as the CEO on October 1, 2024.
(6) Mr. Sharpe was appointed as CEO on May 14, 2025. He resigned as the CEO on October 22, 2025.
(7) Mr. Wright was appointed CEO on April 8, 2025. He resigned as the CEO on May 13, 2025. He resigned as a director on October 23, 2025.
(8) Mr. Hartwell was appointed CEO on November 2, 2022 and was removed as CEO on February 15, 2024.
During our most recently completed financial years, we did not provide any executive compensation to our named executive officers other than as set forth in the summary compensation table above.
Executive Employment Agreements
As of November 28, 2025, we have the following employment agreements with our NEOs:
Executive Agreement with Miles Harrison
We entered into an Executive Agreement with Miles Harrison on October 23, 2025, but having an effective date of October 15, 2025, pursuant to which he serves as our President and CEO. Under the Executive Agreement, Mr. Harrison is responsible for performing the duties and responsibilities normally and reasonably associated with the position of CEO, together with such other reasonable duties as may be assigned to him by the Board.
Mr. Harrison is entitled to an annual base salary of not less than US$300,000 as the Initial Base Salary. The Board may consider increases to the Initial Base Salary upon the achievement of certain commercial and business milestones. Mr. Harrison is also eligible to earn milestone-based bonuses of up to 40% of his base salary then in effect. Based on the Initial Base Salary, this would total up to US$120,000, and as further described in the Executive Agreement. In addition, Mr. Harrison is entitled to an initial equity award and milestone-based equity awards of up to an aggregate maximum of 5.0% of our Company's common shares on an issued and outstanding basis at the time of each grant. Until a company-sponsored health plan is established, we will reimburse Mr. Harrison US$2,000 per month toward health insurance premiums.
The agreement provides for at-will employment, hence either party may terminate the executive agreement at any time, with or without cause, upon written notice of termination. Upon termination for any reason, Mr. Harrison is required to resign from all positions and terminate any relationships as an employee, advisor, officer or director with the Company. Upon termination, we will pay all Accrued Obligations. If we terminate Mr. Harrison's employment without cause, or if he resigns for good reason, and provided he remains in compliance with the executive agreement, he will be entitled to Severance Benefits, in addition to the Accrued Obligations. If the involuntary termination occurs within the first three months of employment, the Severance Benefits will consist of cash severance equal to three months of the Initial Base Salary. If the involuntary termination occurs between month four and month twelve of employment, the Severance Benefits will consist of cash severance equal to one-twelfth of the Initial Base Salary for each month of completed service. If the involuntary termination occurs following twelve months of service, the Severance Benefits will consist of cash severance equal to twelve months of the then-current base salary. Severance Benefits will be paid in accordance with our regular payroll schedule over the applicable severance period, subject to the effectiveness of a separation agreement. If Mr. Harrison resigns without good reason, if we terminate his employment for cause, or upon his death or disability, then all compensation payments will cease immediately (other than amounts already earned), and he will not be entitled to any Severance Benefits beyond the Accrued Obligations.
Mr. Harrison has entered into a non-disclosure, non-solicitation and non-compete agreement with us which provides for certain non-disclosure, non-solicitation and non-compete covenants that will survive termination of the Executive Agreement for a period of 12 months. Mr. Harrison may serve on up to two other boards of directors (public or private), provided such service does not involve competing services, products or brands.
Executive Agreement with Dr. Claudia Chavez-Munoz
We entered into an Executive Agreement with Dr. Claudia Chavez-Munoz on October 23, 2025, but having an effective date of October 15, 2025, pursuant to which she serves as our CSO. Under the Executive Agreement, Dr. Chavez-Munoz is responsible for performing the duties and responsibilities normally and reasonably associated with the position of CSO, together with such other reasonable duties as may be assigned to her by the CEO or the Board.
Dr. Chavez-Munoz is entitled to an annual base salary of not less than US$240,000 as the Initial Base Salary. The Board may consider increases to the base salary upon the achievement of defined commercial and business milestones. Dr. Chavez-Munoz is also eligible to earn milestone-based bonuses of up to 31.25% of her base salary then in effect. Based on the Initial Base Salary, this would total up to US$75,000, and as further described in the executive agreement. In addition, Dr. Chavez-Munoz is entitled to an initial equity award and milestone-based equity awards of up to an aggregate maximum of 2.0% of our Company's common shares on an issued and outstanding basis at the time of each grant.
The executive agreement provides for at-will employment. Accordingly, either party may terminate the Agreement at any time, with or without cause, upon written notice of termination. Upon termination for any reason, Dr. Chavez-Munoz is required to resign from all positions and terminate any relationships as an employee, advisor, officer or director with the Company. Upon termination, we will pay all Accrued Obligations. If we terminate Dr. Chavez-Munoz's employment without cause, or if she resigns for good reason, and provided she remains in compliance with the Agreement, she will be entitled to Severance Benefits, in addition to the Accrued Obligations, consisting of cash severance equal to 9 months of the Initial Base Salary. Severance Benefits will be paid in accordance with our regular payroll schedule over the 9-month period following her separation from service, subject to the effectiveness of a separation agreement. If Dr. Chavez-Munoz resigns without good reason, if we terminate her employment for cause, or upon her death or disability, then (i) all compensation payments will cease immediately (other than amounts already earned), and (ii) she will not be entitled to any Severance Benefits beyond the Accrued Obligations.
Dr. Chavez-Munoz has entered into a non-disclosure, non-solicit and non-compete agreement with Conexeu which provided for certain non-disclosure, non-solicit and non-compete covenants that will survive termination of the Executive Agreement for a period of 12 months.
Executive Agreement with Stephen Inouye
We entered into an Executive Agreement with Stephen Inouye on October 23, 2025, but having an effective date of October 15, 2025, pursuant to which he serves as our CFO and Corporate Secretary. Under the Executive Agreement, Mr. Inouye is responsible for performing the duties and responsibilities normally and reasonably associated with the positions of CFO and Corporate Secretary, together with such other reasonable duties as may be assigned to him by the CEO or the Board.
Mr. Inouye is entitled to an annual full-time base salary of not less than US$216,000, being the base salary, payable in accordance with our standard payroll practices. As at the effective date of the Executive Agreement, Mr. Inouye's expected time commitment is anticipated to be 50% of a full-time commitment and, accordingly, the base salary payable to him is not less than a prorated annual base salary of US$108,000, the Initial Base Salary. If Mr. Inouye's time commitment increases during the term of the Executive Agreement, the Initial Base Salary will be adjusted on a pro rata basis, but in no event to exceed US$216,000 unless mutually agreed to by the parties. The Board may consider increases to the Base Salary upon the achievement of defined commercial and business milestones. Mr. Inouye is also eligible to earn milestone-based bonuses of up to 25% of his base salary then in effect, as further described in the Executive Agreement. In addition, Mr. Inouye is entitled to an initial equity award and milestone-based equity awards of up to an aggregate maximum of 1.0% of our Company's common shares on an issued and outstanding basis at the time of each grant.
The executive agreement provides for at-will employment. Accordingly, either party may terminate the Executive Agreement at any time, with or without cause, upon written notice of termination. Upon termination for any reason, Mr. Inouye is required to resign from all positions and terminate any relationships as an employee, advisor, officer or director with the Company. Upon termination, we will pay all Accrued Obligations. If we terminate Mr. Inouye's employment without cause, or if he resigns for good reason, and provided he remains in compliance with the Executive Agreement, he will be entitled to Severance Benefits, in addition to the Accrued Obligations, consisting of cash severance equal to 9 months of base salary, calculated using the average monthly base salary paid to him over the trailing 12-month period (or, if employed for less than 12 months, the average monthly base salary earned during such period), provided that such monthly amount shall not exceed the monthly equivalent of the base salary of US$216,000. Severance Benefits will be paid in accordance with our regular payroll schedule over the 9-month severance period, subject to the effectiveness of a separation agreement. If Mr. Inouye resigns without good reason, if we terminate his employment for cause, or upon his death or disability, then all compensation payments will cease immediately (other than amounts already earned), and he will not be entitled to any Severance Benefits beyond the Accrued Obligations.
Mr. Inouye has entered into a non-disclosure, non-solicitation and non-compete agreement with us which provides for certain non-disclosure, non-solicitation and non-compete covenants that will survive termination of the Executive Agreement for a period of 12 months.
Executive Agreement with Dr. Brian K. Pilcher
We entered into an Executive Agreement with Dr. Brian K. Pilcher on October 23, 2025, but having an effective date of October 15, 2025, pursuant to which he serves as our CMO. Under the Executive Agreement, Dr. Pilcher is responsible for performing the duties and responsibilities normally and reasonably associated with the position of CMO, together with such other reasonable duties as may be assigned to him by the CEO or the Board.
Dr. Pilcher received a one-time payment of US$35,000 as an inducement to enter into the Executive Agreement. Dr. Pilcher is entitled to an annual base salary of not less than US$240,000, the Initial Base Salary. The Board may consider increases to the Initial Base Salary upon the achievement of defined commercial and business milestones. Dr. Pilcher is also eligible to earn milestone-based bonuses of up to 31.25% of his base salary then in effect, as further described in the Executive Agreement. In addition, Dr. Pilcher is entitled to an initial equity award and milestone-based equity awards of up to an aggregate maximum of 2.0% of our Company's common shares on an issued and outstanding basis at the time of each grant. Until a company-sponsored health plan is established, we will reimburse Dr. Pilcher US$3,000 per month toward health insurance premiums.
The Executive Agreement provides for at-will employment. Accordingly, either party may terminate the Executive Agreement at any time, with or without cause, upon written notice of termination. Upon termination for any reason, Dr. Pilcher is required to resign from all positions and terminate any relationships as an employee, advisor, officer or director with the Company. Upon termination, we will pay all Accrued Obligations. If we terminate Dr. Pilcher's employment without cause, or if he resigns for good reason, and provided he remains in compliance with the Executive Agreement, he will be entitled to Severance Benefits, in addition to the Accrued Obligations, consisting of cash severance equal to 9 months of the Initial Base Salary. Severance Benefits will be paid in accordance with our regular payroll schedule over the 9-month severance period, subject to the effectiveness of a separation agreement. If Dr. Pilcher resigns without good reason, if we terminate his employment for cause, or upon his death or disability, then all compensation payments will cease immediately (other than amounts already earned), and he will not be entitled to any Severance Benefits beyond the Accrued Obligations.
Dr. Pilcher has entered into a non-disclosure, non-solicitation and non-compete agreement with us which provides for certain non-disclosure, non-solicitation and non-compete covenants that will survive termination of the Executive Agreement for a period of 12 months.
Outstanding Equity Awards Held by Named Executive Officers at Fiscal Year End
The following table sets forth information as at October 31, 2025, relating to equity awards that have been granted to the Named Executive Officers:
| Name | Option awards | Stock awards | |||||||
| Number of securities underlying unexercised options (#) exercisable |
Number of securities underlying unexercised options (#) unexercisable |
Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) |
Option exercise price ($) |
Option expiration date |
Number of shares or units of stock that have not vested (#) |
Market value of shares of units of stock that have not vested ($) |
Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) |
Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) |
|
| Miles Harrison President, CEO and Director |
N/A | N/A | N/A | N/A | N/A | N/A | N/A | 351,445 | $702,890 |
| Stephen D. Inouye CFO |
75,000 | N/A | N/A | $0.40 | June 09, 2030 | N/A | N/A | N/A | N/A |
| Dr. Brian K. Pilcher, PhD CMO |
100,000 | N/A | N/A | $0.40 | March 31, 2027 | N/A | N/A | N/A | N/A |
| Dr. Claudia Chavez-Munoz, PhD CSO |
N/A | 50,000 | N/A | $0.40 | June 9, 2030 | N/A | N/A | N/A | N/A |
Pension Plan Benefits
We have no pension plans that provide for payments or benefits at, following or in connection with retirement.
Compensation Policies and Practices and Risk Management
The Board of Directors has reviewed the Company's compensation policies and practices as they relate to risk management and has concluded that such policies and practices are not reasonably likely to have a material adverse effect on the Company.
As an emerging growth company engaged in the research, development, and regulatory advancement of a patented medical device platform designed to support tissue regeneration, the Company's compensation philosophy emphasizes the attraction and retention of highly qualified personnel whose skills and experience are essential to achieving its scientific and operational objectives. Because the Company is currently in the development stage and has not yet generated commercial revenue, its compensation structure is relatively straightforward and equity-oriented, focusing on long-term value creation rather than short-term financial results.
The Board of Directors oversees the design and implementation of the Company's executive and employee compensation programs and assesses whether these programs could encourage inappropriate or excessive risk-taking. In conducting this review, the Board of Directors considered the following elements of the Company's approach to compensation and risk oversight:
First, the Company's executive compensation program places significant emphasis on long-term incentives, generally in the form of stock options or restricted stock units that vest over several years. This structure aligns the interests of the Company's executives and employees with those of its stockholders by linking compensation to the creation of long-term enterprise value rather than short-term outcomes.
Second, the Company presently makes limited use of variable or performance-based cash compensation. Because its operations are primarily focused on research and development, regulatory submissions, and the establishment of manufacturing and clinical capabilities, the Company does not maintain commission-based or revenue-driven incentive plans. This reduces the potential for compensation arrangements to encourage excessive risk-taking or imprudent short-term decision-making.
Third, any milestone-based or performance-contingent equity awards are tied to the achievement of specific, objectively measurable scientific, operational, or regulatory milestones approved by the Board of Directors. These milestones are structured to encourage progress toward sustainable value creation and compliance with all applicable ethical and regulatory standards.
Finally, the Board of Directors periodically engages independent compensation consultants to review the competitiveness and risk characteristics of the Company's compensation programs. This independent oversight helps ensure that the design and administration of compensation policies remain consistent with market practices and prudent risk management principles.
Based on this review, the Board of Directors concluded that the Company's compensation policies and practices are appropriately designed to support its strategic objectives, promote compliance and ethical conduct, and do not encourage risks that are reasonably likely to have a material adverse effect on the Company. The Board of Directors will continue to monitor the Company's compensation practices as its business evolves toward commercialization to ensure that they remain consistent with sound risk management and long-term value creation principles.
Director Compensation
As of November 28, 2025, we have six directors. Below is a description of all agreements and compensation arrangements relating to our directors.
Miles Harrison, President, CEO and Director
Mr. Harrison will serve on the Board until the earlier of resignation, removal or termination in accordance with our bylaws or an appointment or election of a successor. Mr. Harrison is not entitled to any compensation for service on the Board. We agreed to reimburse the Mr. Harrison for reasonable and pre-approved out-of-pocket expenses incurred in connection with his service as director.
Jeff Sharpe, Chairman and Director
We entered into a Board Agreement with Jeff Sharpe effective October 31, 2025, pursuant to which he was appointed to serve on the Board. Mr. Sharpe will serve on the Board until the earlier of resignation, removal or termination in accordance with our bylaws or an appointment or election of a successor. As compensation for service on the Board, Mr. Sharpe is entitled to a quarterly retainer of $15,000. We agreed to reimburse the Mr. Sharpe for reasonable and pre-approved out-of-pocket expenses incurred in connection with his service as director.
Aaron Farberg, Director
We entered into a Board Agreement with Aaron Farberg effective October 31, 2025, pursuant to which he was appointed to serve on the Board. Mr. Farberg will serve on the Board until the earlier of resignation, removal or termination in accordance with our bylaws or an appointment or election of a successor. As compensation for service on the Board, Mr. Farberg is entitled to a quarterly retainer of $15,000. We agreed to reimburse the Mr. Farberg for reasonable and pre-approved out-of-pocket expenses incurred in connection with his service as director.
Sebastian Purcell, Director
We entered into a Board Agreement with Sebastian Purcell effective October 23, 2025, pursuant to which he was appointed to serve on the Board. Mr. Purcell will serve on the Board until the earlier of resignation, removal or termination in accordance with our bylaws or an appointment or election of a successor. As compensation for service on the Board, Mr. Purcell is entitled to a quarterly retainer of $15,000. We agreed to reimburse the Mr. Purcell for reasonable and pre-approved out-of-pocket expenses incurred in connection with his service as director.
David Bogart, Director
We entered into a Board Agreement with David Bogart effective October 31, 2025, pursuant to which he was appointed to serve on the Board. Mr. Bogart will serve on the Board until the earlier of resignation, removal or termination in accordance with our bylaws or an appointment or election of a successor. As compensation for service on the Board, Mr. Bogart is entitled to a quarterly retainer of $15,000. We agreed to reimburse the Mr. Bogart for reasonable and pre-approved out-of-pocket expenses incurred in connection with his service as director.
We entered into a Consulting Services Agreement with Mr. Bogart on May 14, 2025, whereby Mr. Bogart would assist us with strategic planning, corporate services, introductions to entities which could form strategic alliances or partnerships and negotiations with such potential strategic alliances, in exchange for a consulting fee in the amount of $10,000 per month. On November 1, 2025, we entered into an Addendum No. 1 to the Consulting Services Agreement with Mr. Bogart whereby monthly fee payable to Mr. Bogart under the Consulting Services Agreement was reduced from $10,000 to $9,900 per month.
Dr. Z. Paul Lorenc, Director
We entered into a Board Agreement with Dr. Paul Lorenc effective October 23, 2025, pursuant to which he was appointed to serve on the Board. Dr. Lorenc will serve on the Board until the earlier of resignation, removal or termination in accordance with our bylaws or an appointment or election of a successor. As compensation for service on the Board, Dr. Lorenc is entitled to a quarterly retainer of $15,000 to be paid in common shares of the Company based on the price of the most recent financing at the time of payment, and or if the Company is publicly traded, the 20-day volume weighted average pricing of the common shares immediately prior to the payment. In addition, Dr. Lorenc is also entitled to receive a one-time equity grant of 135,000 common shares of the Company, vesting immediately.
On October 23, 2025, we entered into a medical advisory board agreement with Dr. Lorenc pursuant to which Dr. Lorenc agreed to serve as a member of our medical advisory board. As compensation for Dr. Lorenc's role on the medical advisory board, we agreed to pay a monthly base compensation of US$9,900 to be paid in common shares of the Company based on the price of the most recent financing at the time of payment, and or if the Company is publicly traded, the 20-day volume weighted average pricing of the common shares immediately prior to the payment. In addition, if Dr. Lorenc is directly responsible for a referral or introduction to an arm's length third party that results in (a) an investment in the Company or its assets, or (b) the acquisition of all or any portion of the Company's assets, Dr. Lorenc will be entitled to a transaction fee equal to 2.5% of the value of such transaction, up to a maximum of US$5 million (the "Transaction Bonus"). The Transaction Bonus may be paid, at the Company's sole discretion, in the same form of consideration paid in connection with the transaction, in cash, in equity, or in any combination thereof. If Dr. Lorenc is no longer serving as an advisor to the Company at the time a qualifying transaction is completed, he will remain entitled to the Transaction Bonus provided that the transaction is completed within 12 months following the termination of the agreement and resulted from a direct referral or introduction made by him. Pursuant to the terms of the Medical Advisory Board Agreement, Dr. Lorenc also agreed to certain confidentiality, non-compete, and non-solicitation covenants. The non-solicitation covenants will survive the termination of the medical advisory board agreement for a period of 12 months.
The following table set forth information relating to the compensation paid to our non-executive directors for Fiscal 2025:
| Name | Fees earned or paid in cash ($) |
Stock awards ($) |
Option awards ($)(1) |
Non-equity incentive plan compensation ($) |
Nonqualified deferred compensation earnings ($) |
All other compensation ($) |
Total ($) |
| Jeff Sharpe(1) Chairman and Director |
$75,000 | $275,286 | N/A | N/A | N/A | $65,625 | $415,911 |
| Sebastian Purcell(2) Director |
N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| Aaron Farberg(3) Director |
N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| David Bogart(4) Director |
$110,000 | $137,643 | $14,107 | N/A | N/A | N/A | $261,750 |
| Dr. Z. Paul Lorenc(5) Director |
N/A | $315,000 | N/A | N/A | N/A | N/A | $315,000 |
| Michael Wright (6) Former Director |
$173,500 | $230,329 | $14,107 | N/A | N/A | N/A | $417,936 |
Notes:
(1) Mr. Sharpe was appointed as a director on May 14, 2025.
(2) Mr. Purcell was appointed as a director on October 23, 2025.
(3) Mr. Farberg was appointed as a director on October 31, 2025.
(4) Mr. Bogart was appointed as a director on November 13, 2023.
(5) Dr. Z. Paul Lorenc was appointed as a director on May 14, 2025.
(6) Mr. Wright resigned as a director on October 23, 2025.
As at October 31, 2025, Mr. Bogart held stock options to acquire 50,000 shares of our common stock. In addition, Mr. Wright who resigned as a director on October 23, 2025 held 50,000 stock options to purchase 50,000 shares of our common stock, and pursuant to a separation agreement with Mr. Wright the Board of Directors allowed the stock options held by Mr. Wright to be exercisable until June 9, 2030.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of November 28, 2025 by (i) each person (including any group) known to us to own more than 5% of any class of our voting securities, (ii) each of our officers and directors, and (iii) our officers and directors as a group. Unless otherwise indicated, it is our understanding and belief that the shareholders listed possess sole voting and investment power with respect to the shares shown.
| Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership (1) |
Percentage of Beneficial Ownership |
| Directors and Officers: | ||
| Miles Harrison, President, Chief Executive Officer and Director c/o Conexeu Sciences Inc., Suite 880, 50 West Liberty Street, Reno, NV 89501, USA |
237,861(2) | 1.3% |
| Jeff Sharpe, Non-executive Chairman and Director c/o Conexeu Sciences Inc., Suite 880, 50 West Liberty Street, Reno, NV 89501, USA |
500,000(3) | 2.6% |
| Dr. Brian K. Pilcher, PhD, Chief Medical Officer c/o Conexeu Sciences Inc., Suite 880, 50 West Liberty Street, Reno, NV 89501, USA |
187,861(4) | * |
| Dr. Claudia Chavez-Munoz, PhD, CSO and Director c/o Conexeu Sciences Inc., Suite 880, 50 West Liberty Street, Reno, NV 89501, USA |
444,111(5) | 2.3% |
| Stephen D. Inouye, CFO, Secretary, and Treasurer c/o Conexeu Sciences Inc., Suite 880, 50 West Liberty Street, Reno, NV 89501, USA |
132,525(6) | * |
| Sebastian Purcell, Director c/o Conexeu Sciences Inc., Suite 880, 50 West Liberty Street, Reno, NV 89501, USA |
2,269,566(7) | 11.5% |
| Aaron Farberg, Director c/o Conexeu Sciences Inc., Suite 880, 50 West Liberty Street, Reno, NV 89501, USA |
Nil | Nil |
| David Bogart, Director c/o Conexeu Sciences Inc., Suite 880, 50 West Liberty Street, Reno, NV 89501, USA |
1,793,750(8) | 9.3% |
| Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership (1) |
Percentage of Beneficial Ownership |
| Dr. Z. Paul Lorenc, Director c/o Conexeu Sciences Inc., Suite 880, 50 West Liberty Street, Reno, NV 89501, USA |
402,714(9) | 2.1% |
| All directors and executive officers as a group | 5,968,388(10) | 28.8% |
| Major Stockholders: | ||
| Michael Wright 18 Chemin Victor, Mille-Isles, QC J0R 1A0, Canada |
2,661,643(11) | 13.7% |
| OnePointTwo Capital Performance LLC 8 The Green Ste A, Dover DE 19901, USA |
2,269,566(12) | 11.5% |
| Paisley Capital Holdings Corporation Pasea Estate, Road Town, Tortola BVI |
1,800,000(13) | 9.5% |
| Alpha Nine Ventures, Ltd. 1461 Glenneyre St., Suite E, Laguna Beach, CA 92651 |
1,200,000(14) | 6.3% |
| Quintus Growth Fund (subfund of Multi-Valor AIF Umbrella Fund SICAV) c/o VP Fund Solutions (Liechtenstein) AG, Aeulestrasse 6, 9490 Vaduz, Of Liechtenstein |
2,200,000(15) | 9.99% |
Notes:
* Less than one percent.
(1) Under Rule 13d-3 of the Exchange Act a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares: (i) voting power, which includes the power to vote or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. The applicable percentage of ownership is based on 18,994,022 shares of our common stock issued and outstanding as of November 28, 2025.
(2) This figure consists of (i) 87,861 shares of common stock held directly by Mr. Harrison, and (ii) 150,000 shares of common stock held of record by Mr. Harrison's spouse.
(3) This figure consists of 500,000 performance warrants held by 1036030 B.C. Ltd., over which Mr. Sharpe has sole voting and dispositive power, to acquire 500,000 shares of common stock, which have vested.
(4) This figure consists of (i) 87,861 shares of common stock held directly by Mr. Pilcher, and (ii) 100,000 stock options held by Critical Mass Scientific Strategy Consultants, LLC, over which Mr. Pilcher has sole voting and dispositive power, to acquire 100,000 shares of common stock, which have vested.
(5) This figure consists of 444,111 shares of common stock held by Ms. Chavez-Munoz.
(6) This figure consists of (i) 57,525 shares of common stock held by Mr. Inouye, and (ii) 75,000 stock options to acquire 75,000 shares of common stock which have vested.
(7) This figure consists of (i) 625,000 shares of common stock held by OnePointTwo Capital Ventures LLC, (ii) 869,566 shares of common stock held by OnePointTwo Capital Ventures II LLC, (iii) 625,000 warrants held by OnePointTwo Capital Ventures LLC to acquire 625,000 shares of common stock, and (iv) 150,000 stock options held by OnePointTwo Capital Ventures LLC to acquire 150,000 shares of common stock, which have vested. OnePointTwo Capital Performance LLC is the managing member of OnePointTwo Capital Ventures LLC and OnePointTwo Capital Ventures II LLC, and Sebastian Purcell has voting and dispositive power over these securities. Mr. Purcell disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.
(8) This figure consists of (i) 1,062,500 shares of common stock held directly by Mr. Bogart, (ii) 431,250 shares of common stock held by 0865546 B.C. Ltd., over which Mr. Bogart has sole voting and dispositive power, (iii) 50,000 stock options to acquire 50,000 shares of common stock, which have vested, and (iv) 250,000 performance warrants held by Mr. Bogart to acquire 250,000 shares of common stock, which have vested.
(9) This figure consists of 402,714 shares of common stock held directly by Dr. Lorenc.
(10) This figure consists of (i) 4,218,388 shares of common stock, (ii) 375,000 stock options to acquire 375,000 shares of common stock, which have vested, (iii) 625,000 warrants to acquire 625,000 shares of common stock, which have vested, and (iv) 750,000 performance warrants to acquire 750,000 shares of common stock, which have vested.
(11) This figure consists of (i) 750,000 shares of common stock held directly by Mr. Wright, (ii) 1,498,048 shares of common stock held by N3GU Investments LLC, over which Mr. Wright has sole voting and dispositive power, (iii) 50,000 stock options to acquire 50,000 shares of common stock, which have vested, (iv) 113,595 warrants to acquire 113,595 shares of common stock held by N3GU Investments LLC, and (v) 250,000 performance warrants held by N3GU Investments LLC to acquire 250,000 shares of common stock, which have vested.
(12) This figure consists of 1,800,000 shares of common stock held by Paisley Capital Holdings Corporation. Each of Franz Buser and Jacqueline Elsener have voting and dispositive power over these shares.
(13) This figure consists of (i) 625,000 shares of common stock held by OnePointTwo Capital Ventures LLC, (ii) 869,566 shares of common stock held by OnePointTwo Capital Ventures II LLC, (iii) 625,000 warrants held by OnePointTwo Capital Ventures LLC to acquire 625,000 shares of common stock, and (iv) 150,000 stock options held by OnePointTwo Capital Ventures LLC to acquire 150,000 shares of common stock, which have vested. OnePointTwo Capital Performance LLC is the managing member of OnePointTwo Capital Ventures LLC and OnePointTwo Capital Ventures II LLC, and Sebastian Purcell has voting and dispositive power over these securities.
(14) This figure consists of 1,200,000 shares of Common Stock held by Alpha Nine Ventures, Ltd. Ryan McMillan is the managing member of Alpha Nine Ventures, Ltd. and has voting and dispositive power of such shares.
(15) This figure includes 2,200,000 warrants to acquire 2,200,000 shares of our common stock exercisable within 60 days, however, Quintus Growth Fund may not exercise any portion of the warrants to the extent such exercise would cause Quintus Growth Fund, together with its affiliates, to beneficially own a number of shares of common stock which would exceed 9.99% of our then outstanding common stock. Each of Sven Soro and Wilhelm Zehender have voting and dispositive power over these securities.
Changes in Control
We are unaware of any contract, or other arrangement or provision, the operation of which may at a subsequent date result in a change of control of our Company.
RELATED PARTY TRANSACTIONS
Except as described herein, none of the following parties (each a "Related Party") has had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:
-
any of our directors or officers;
-
any person proposed as a nominee for election as a director;
-
any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock; or
-
any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the above persons.
Our Board reviews any proposed transaction involving Related Parties and considers whether such transactions are fair and reasonable and in the Company's best interests.
Fiscal Year Ended October 31, 2025
| Specific Person | Relationship to Issuer |
Nature of Interest in Transaction | Amount of Interest |
| Critical Mass Scientific Strategy Consultants, LLC ("Critical Mass") and Brian Pilcher | Company owned by Brian Pilcher, the Chief Medical Officer of Conexeu Sciences Inc. | Conexeu entered into a services agreement dated April 1, 2025 (the "Services Agreement") with Critical Mass Scientific Strategy Consultants, LLC ("Critical Mass") for a term of six months from April 1, 2025, unless terminated sooner in accordance with the provisions therein. Pursuant to the Services Agreement, Brian Pilcher, Conexeu's President and Chief Medical Officer, will provide Conexeu with services relating to strategic direction, scientific support, business development support, research programs, budgeting, and medical affairs. |
|
| Specific Person | Relationship to Issuer |
Nature of Interest in Transaction | Amount of Interest |
| On October 23, 2025, Mr. Pilcher resigned from his position as President and Director. Effective October 15, 2025, Mr. Pilcher became a full-time employee of the Company and entered into an executive employment agreement with Conexeu. |
|
||
| Stephen D. Inouye and/or SDI Consulting Inc. | CFO, Secretary and Treasurer, company owned by CFO | See above for the SDI Agreement. Effective April 8, 2025, additional services as Secretary and Treasurer of the Company were added. Effective October 15, 2025, Mr. Inouye became an employee of the Company. The company controlled by Mr. Inouye, SDI Consulting will continue to provide bookkeeping and administrative services to the Company. These services are independent of Mr. Inouye's employment agreement with the Company. |
Conexeu will pay Mr. Inouye and/or SDI a minimum consulting fee of US$95 per billable hour and the Company will issue to Mr. Inouye 75,000 Options to acquire one share of common stock in the capital of Conexeu (an "Option Share") at an exercise price of US$0.40 per Option Share for 60 months from the date of issuance. For the year ended October 31, 2025, in accordance with his consulting agreement, the Company incurred expenses of $45,700 paid to SDI. |
| Specific Person | Relationship to Issuer |
Nature of Interest in Transaction | Amount of Interest |
|
On November 30, 2024, the Company converted outstanding payables of $10,875 owed to the CFO into 13,594 shares with a fair value of $640. On June 9, 2025, the Company granted to the CFO 75,000 stock options with an exercise price of $0.40 and that vested immediately. The FMV of the stock options was determined to be $21,163.Effective October 15, 2025, the Company entered into an executive employment agreement (the "EEA") with Stephen Inouye to employ Mr. Inouye as the CFO and Secretary on an at-will basis. The compensation to be paid to Mr. Inouye pursuant to the EEA is (i) an annual base salary of no less than $216,000, (iii) eligibility for milestone bonuses totaling up to 25% of the base salary in effect from time to time, and (iii) an initial equity award of 43,931 shares and milestone-based equity awards of up to a maximum of 0.75% of the outstanding shares at the time of each equity grant as outlined in the EEA. |
|||
| David Bogart | Co-founder and Director | Conexeu entered into a consulting services agreement dated May 14, 2025 with Mr. Bogart for an indefinite term unless and until terminated in accordance with the terms therein. This consulting services agreement replaces and supersedes the Bogart Agreement described above. |
|
| Specific Person | Relationship to Issuer |
Nature of Interest in Transaction | Amount of Interest |
Milestone 1 - 250,000 Warrants shall vest upon the Company completing and receiving the results of the three-month Collagen Study in Boston, MA. The grant date fair value of these warrants was $99,778. The Company assessed a greater than 70% probability that this would occur and anticipates this occurring by October 31, 2025. Milestone 2 - 250,000 Warrants shall vest upon the Company listing its shares of common stock on a recognized stock exchange in North America. The grant date fair value of these warrants was $99,782. The fair value of these warrants will be expensed in its entirety upon achievement of this milestone Milestone 3 - 250,000 Warrants shall vest upon the Company's listed shares of common stock trading for at least 20 consecutive trading days at a market capitalization of $80,000,000 or greater in the currency of the recognized stock exchange in North America on which the shares of common stock are listed. The grant date fair value of these warrants was $99,779. The fair value of these warrants will be expensed in its entirety upon achievement of this milestone. Milestone 4 - 250,000 Warrants shall vest upon the Company submitting a 510(k) application to the FDA. The grant date fair value of these warrants was $99,779. The Company assessed a greater than 70% probability that this would occur and anticipates this occurring by June 30, 2026. |
| Specific Person | Relationship to Issuer |
Nature of Interest in Transaction | Amount of Interest |
|
|||
|
N3GU Investments LLC ("N3GU") (Michael Wright) |
Company owned by former director and former CEO |
Conexeu entered into a consulting services agreement dated May 14, 2025 with N3GU for an indefinite term unless and until terminated in accordance with the terms therein. This consulting services agreement replaces and supersedes the Wright Agreement described above. Effective October 23, 2025, Mr. Wright resigned from his position as a Director, and the consulting agreement with N3gU was terminated. |
Milestone 1 - 250,000 Warrants shall vest upon the Company completing and receiving the results of the three-month Collagen Study in Boston, MA. The grant date fair value of these warrants was $99,778. The Company assessed a greater than 70% probability that this would occur and anticipates this occurring by October 31, 2025. Milestone 2 - 250,000 Warrants shall vest upon the Company listing its shares of common stock on a recognized stock exchange in North America. The grant date fair value of these warrants was $99,782. The fair value of these warrants will be expensed in its entirety upon achievement of this milestone Milestone 3 - 250,000 Warrants shall vest upon the Company's listed shares of common stock trading for at least 20 consecutive trading days at a market capitalization of $80,000,000 or greater in the currency of the recognized stock exchange in North America on which the shares of common stock are listed. The grant date fair value of these warrants was $99,779. The fair value of these warrants will be expensed in its entirety upon achievement of this milestone. Milestone 4 - 250,000 Warrants shall vest upon the Company submitting a 510(k) application to the FDA. The grant date fair value of these warrants was $99,779. The Company assessed a greater than 70% probability that this would occur and anticipates this occurring by June 30, 2026. |
| Specific Person | Relationship to Issuer |
Nature of Interest in Transaction | Amount of Interest |
Milestone 1 - 250,000 Warrants shall vest upon the Company completing and receiving the results of the three-month Collagen Study in Boston, MA. The grant date fair value of these warrants was $99,778. The Company assessed a greater than 70% probability that this would occur and anticipates this occurring by October 31, 2025. Milestone 2 - 250,000 Warrants shall vest upon the Company listing its shares of common stock on a recognized stock exchange in North America. The grant date fair value of these warrants was $99,782. The fair value of these warrants will be expensed in its entirety upon achievement of this milestone Milestone 3 - 250,000 Warrants shall vest upon the Company's listed shares of common stock trading for at least 20 consecutive trading days at a market capitalization of $80,000,000 or greater in the currency of the recognized stock exchange in North America on which the shares of common stock are listed. The grant date fair value of these warrants was $99,779. The fair value of these warrants will be expensed in its entirety upon achievement of this milestone. Milestone 4 - 250,000 Warrants shall vest upon the Company submitting a 510(k) application to the FDA. The grant date fair value of these warrants was $99,779. The Company assessed a greater than 70% probability that this would occur and anticipates this occurring by June 30, 2026. |
| Specific Person | Relationship to Issuer |
Nature of Interest in Transaction | Amount of Interest |
|
|||
| 1036030 B.C. Ltd. (“103 B.C.”) (Jeff Sharpe) |
Company owned by the Non-Executive Chairman and Director | Conexeu entered into a consulting services agreement dated May 14, 2025 with 103 B.C. for an indefinite term unless and until terminated in accordance with the terms therein. On October 23, 2025, Mr. Sharpe resigned from his position as CEO and was appointed as Chairman of the Board of Directors. |
|
| Specific Person | Relationship to Issuer |
Nature of Interest in Transaction | Amount of Interest |
| Milestone 3 - 500,000 Warrants shall vest upon the Company’s listed shares of common stock trading for at least 20 consecutive trading days at a market capitalization of $80,000,000 or greater in the currency of the recognized stock exchange in North America on which the shares of common stock are listed. The grant date fair value of these warrants was $199,566. The fair value of these warrants will be expensed in its entirety upon achievement of this milestone. Milestone 4 - 500,000 Warrants shall vest upon the Company submitting a 510(k) application to the FDA. The grant date fair value of these warrants was $199,563. The Company assessed a greater than 70% probability that this would occur and anticipates this occurring by June 30, 2026. |
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| Dr. Claudia Chavez-Munoz | Chief Science Officer | Conexeu entered into a consulting services agreement dated May 30, 2025 (the "Chavez-Munoz Agreement") with Dr. Claudia Chavez-Munoz for an indefinite term until terminated by either party with written notice at least 30 calendar days prior to the effective date of termination. Pursuant to the Chavez-Munoz Agreement, Dr. Chavez-Munoz will act as Chief Science Officer of Conexeu and provide consulting services for the ongoing maintenance and development of Conexeu's business interests. Effective October 15, 2025, Dr. Chavez-Munoz became a full-time employee of the Company. |
Conexeu will pay Dr. Chavez-Munoz a consulting fee of US$10,000 per month and issue to Dr. Chavez-Munoz 50,000 Options to acquire one share of common stock in the capital of Conexeu (an “Option Share”) at an exercise price of US$0.40 per Option Share for 60 months from the date of issuance. On November 30, 2024, the Company issued Dr. Chavez-Munoz 43,750 shares to settle an amount payable of $35,000 for services rendered. The fair market value of the shares issued is $2,059. For the year ended October 31, 2025, the Company incurred an expense of $60,000 reported under management expenses. On June 9, 2025, the Company granted to the CSO, 50,000 stock options with an exercise price of $0.40 and that vest 12 months from the grant date. The FMV of the stock options granted was determined to be $14,711 and that as at July 31, 2025, a total value of $2,096 had vested and was expensed as stock-based compensation and the remaining balance of $12,615 will be expensed as they vest in the coming months. |
| Specific Person | Relationship to Issuer |
Nature of Interest in Transaction | Amount of Interest |
| Effective October 15, 2025, the Company entered into an executive employment agreement (the "EEA") with Claudia Chavez-Munoz to employ Dr. Chavez-Munoz as the Chief Sciences Officer on an at-will basis. The compensation to be paid to Dr. Chavez-Munoz pursuant to the EEA is (i) an annual base salary of no less than $240,000, (iii) eligibility for milestone bonuses totaling up to 31.25% of the base salary in effect from time to time, and (iii) an initial equity award of 87,861 shares and milestone-based equity awards of up to a maximum of 1.5% of the outstanding shares at the time of each equity grant as outlined in the EEA. | |||
| Miles Harrison | CEO, President and Director | Effective October 15, 2025, Mr. Harrison became a full-time employee of the Company. | Effective October 15, 2025, the Company entered into an executive employment agreement (the "EEA") with Miles Harrison to employ Mr. Harrison as the President and CEO on an at-will basis. The compensation to be paid to Mr. Harrison pursuant to the EEA is (i) an annual base salary of no less than $300,000, (iii) eligibility for milestone bonuses totaling up to 40% of the base salary in effect from time to time, and (iii) an initial equity award of 87,861 shares on the effective date of the EEA, and 87,861 shares each year for four years on the anniversary of the effective date of the EEA, as well as milestone-based equity awards of up to a maximum of 2.5% of the outstanding shares at the time of each equity grant as outlined in the EEA. |
INTERESTS OF NAMED EXPERTS AND COUNSEL
Except as disclosed herein, no expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock offered hereby was employed on a contingency basis, or had, or is to receive, in connection with such offering, a substantial interest, direct or indirect, in the Company, nor was any such person connected with the Company as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.
McMillan LLP, our independent legal counsel, has provided an opinion on the validity of the shares of our common stock that are the subject of this prospectus.
The financial statements of the Company as of October 31, 2024 and October 31, 2023, and for the year ended October 31, 2024 and for the period November 2, 2022 (date of inception) through October 31, 2023 included in this prospectus and registration statement, have been audited by Adeptus Partners, LLC, an independent registered public accounting firm as set forth in its report, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our Articles of Incorporation provide for the indemnification of our directors and officers to the fullest extent permitted by the Nevada Revised Statutes. This right to indemnification will inure whether or not the claim asserted is based on matters that predate our Articles of Incorporation, will continue as to an indemnitee who has cased to hold the position by virtue of which he or she was entitled to indemnification, and will inure to the benefit of his or her heirs and personal representatives. The right to indemnification and to the advancement of expenses conferred by Article VIII of our Articles of Incorporation are not exclusive of any other rights that an indemnitee may have or acquired under any statute, bylaws, agreement, vote of stockholders or disinterested directors, our Articles of Incorporation or otherwise.
Further, our Bylaws provide that we shall, to the fullest and broadest extent permitted by law, indemnify all persons whom we may indemnify pursuant thereto. We may, but shall not be obligated to, maintain insurance, at our expense, to protect ourselves and any other person against any liability, cost or expense. We shall not indemnify persons seeking indemnity in connection with any threatened, pending or completed action, suit or proceeding voluntarily brought or threatened by such person unless such action, suit or proceeding has been authorized by a majority of the entire Board of Directors.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.
WHERE YOU CAN FIND MORE INFORMATION
Our website address is www.conexeu.com. Information contained on, or accessible through, our website does not constitute a part of and is not incorporated into this prospectus, and the only information that you should rely on in making your decision whether to invest in our common stock is the information contained in this prospectus.
We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to our securities being offered pursuant to this prospectus. This prospectus forms a part of that registration statement. This prospectus does not contain all of the information set forth in the registration statement or the exhibits to the registration statement. The registration statement contains additional information about us and the securities being offered pursuant to this prospectus. You may read a copy of the registration statement which is available to the public over the internet at the SEC's website at http://www.sec.gov.
You may also request a copy of any filings we make with the SEC, excluding exhibits, from us at no cost. Any such request should be addressed to us at c/o 50 West Liberty Street, Suite 880, Reno, Nevada 89501, Attention: Miles Harrison.
INDEX TO FINANCIAL STATEMENTS
CONEXEU SCIENCES INC.
TABLE OF CONTENTS
CONEXEU SCIENCES INC.
Condensed Interim Balance Sheets
As of July 31, 2025 and October 31, 2024
(Expressed in United States Dollars)
| July 31, 2025 | |||||||
| ASSETS | (Unaudited) | October 31, 2024 | |||||
| CURRENT ASSETS | |||||||
| Cash and cash equivalents | $ | 833,128 | $ | 314,616 | |||
| Taxes receivable | 11,962 | - | |||||
| Convertible note receivable | 40,386 | - | |||||
| Deferred offering costs | 99,627 | - | |||||
| Prepaid expenses | 1,326,767 | 32,621 | |||||
| TOTAL CURRENT ASSETS | 2,311,870 | 347,237 | |||||
| Fixed assets | 13,541 | - | |||||
| Patent | 181,226 | 186,703 | |||||
| TOTAL ASSETS | $ | 2,506,637 | $ | 533,940 | |||
| LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||
| CURRENT LIABILITIES | |||||||
| Accounts payable and accrued liabilities | $ | 168,155 | $ | 332,947 | |||
| Due to shareholders | 3,723 | 7,912 | |||||
| TOTAL CURRENT LIABILITIES | 171,878 | 340,859 | |||||
| LONG-TERM LIABILITIES | |||||||
| Loan payable | - | 98,117 | |||||
| TOTAL LIABILITIES | 171,878 | 438,976 | |||||
| COMMITMENTS AND CONTINGENCIES (See Notes 10 and 11) | |||||||
| SHAREHOLDERS' EQUITY | |||||||
| Preferred Stock, par value $0.001, 50,000,000 shares authorized, 0 shares issued and outstanding as of July 31, 2025 and October 31, 2024, respectively | - | - | |||||
| Common Stock, par value $0.001, 250,000,000 shares authorized, 15,022,285 and 8,528,024 shares issued and outstanding as of July 31, 2025 and October 31, 2024, respectively | 15,021 | 8,527 | |||||
| Additional paid-in capital | 4,964,385 | 684,400 | |||||
| Accumulated deficit | (2,644,647 | ) | (597,963 | ) | |||
| TOTAL SHAREHOLDERS' EQUITY | 2,334,759 | 94,964 | |||||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 2,506,637 | $ | 533,940 | |||
The accompanying notes are an integral part of these unaudited condensed interim financial statements
CONEXEU SCIENCES INC.
Condensed Interim Statements of Operations
(Unaudited)
(Expressed in United States Dollars)
| Nine months ended July 31, 2025 |
Nine months ended July 31, 2024 |
||||||
| OPERATING EXPENSES | |||||||
| Advertising and promotion | $ | 48,503 | $ | 8,243 | |||
| Amortization expense | 5,477 | - | |||||
| Bank charges | 3,132 | 501 | |||||
| Business development costs | 146,386 | 1,123 | |||||
| Consulting fees | 661,957 | 121,470 | |||||
| Depreciation expense | 5,127 | - | |||||
| Insurance | 4,148 | - | |||||
| Management fees | 359,500 | 196,921 | |||||
| Office and general administration | 7,632 | - | |||||
| Professional fees | 216,219 | 50,451 | |||||
| Regulatory fees | 29,134 | - | |||||
| Research and development expenses | 200,795 | 39,000 | |||||
| Stock based compensation | 390,533 | - | |||||
| Transfer and filing fees | 9,513 | - | |||||
| Total operating expenses | 2,088,056 | 417,709 | |||||
| LOSS FROM OPERATIONS | (2,088,056 | ) | (417,709 | ) | |||
| OTHER INCOME (EXPENSES) | |||||||
| Gain on conversion of payables | 43,176 | 98,652 | |||||
| Loss on debt extinguishment | - | (35,232 | ) | ||||
| Interest income | 386 | - | |||||
| Interest expense | (4,949 | ) | (12,598 | ) | |||
| Foreign exchange gain (loss) | 2,759 | 4,118 | |||||
| Total other income (expenses) | 41,372 | 54,940 | |||||
| LOSS BEFORE TAXES | (2,046,684 | ) | (362,769 | ) | |||
| Income tax benefit (expense) | - | - | |||||
| NET LOSS | $ | (2,046,684 | ) | $ | (362,769 | ) | |
| Net loss per common share, basic and diluted | $ | (0.19 | ) | $ | (0.06 | ) | |
| Weighted average of common shares outstanding, basic and diluted | 10,773,513 | 6,350,039 |
The accompanying notes are an integral part of these unaudited condensed intertim financial statements
CONEXEU SCIENCES INC.
Condensed Interim Statements of Stockholders' Equity (Deficit)
(Unaudited)
(Expressed in United States Dollars)
| Preferred Stock | Common Stock | |||||||||||||||||||||
| Shares | Amount | Shares | Amount | Additional Paid-in Capital |
Accumulated Deficit |
Shareholders' Equity (Deficit) |
||||||||||||||||
| Balance at inception, November 1, 2023 | - | $ | - | 4,156,250 | $ | 4,156 | $ | - | $ | (39,625 | ) | $ | (35,469 | ) | ||||||||
| Assumption of notes payable from related party | - | - | - | - | - | (86,471 | ) | (86,471 | ) | |||||||||||||
| Shares issued for debt extinguishment | - | - | 750,000 | 750 | 34,482 | - | 35,232 | |||||||||||||||
| Private Placement | - | - | 452,879 | 453 | 344,547 | - | 345,000 | |||||||||||||||
| Shares issued for services | - | - | 437,500 | 438 | 5,444 | - | 5,882 | |||||||||||||||
| Shares issued for conversion of payables | - | - | 136,464 | 136 | 6,286 | - | 6,422 | |||||||||||||||
| Shares issued for patent | - | - | 1,031,251 | 1,031 | 47,495 | - | 48,526 | |||||||||||||||
| Net Loss | - | - | - | - | - | (362,769 | ) | (362,769 | ) | |||||||||||||
| Balance, July 31, 2024 | - | $ | - | 6,964,344 | $ | 6,964 | $ | 438,254 | $ | (488,865 | ) | $ | (43,647 | ) | ||||||||
| Balance , November 1, 2024 | - | $ | - | 8,528,024 | $ | 8,527 | $ | 684,400 | $ | (597,963 | ) | $ | 94,964 | |||||||||
| Private Placement, net of issuance costs | - | - | 4,437,500 | 4,438 | 2,013,975 | - | 2,018,413 | |||||||||||||||
| Shares issued for services | - | - | 1,849,167 | 1,849 | 1,511,769 | - | 1,513,618 | |||||||||||||||
| Warrants issued for services | - | - | - | - | 482,177 | - | 482,177 | |||||||||||||||
| Stock based compensation | - | - | - | - | 149,374 | - | 149,374 | |||||||||||||||
| Shares issued for conversion of payables | - | - | 207,594 | 207 | 122,690 | - | 122,897 | |||||||||||||||
| Net loss | - | - | - | - | - | (2,046,684 | ) | (2,046,684 | ) | |||||||||||||
| Balance, July 31, 2025 | - | $ | - | 15,022,285 | $ | 15,021 | $ | 4,964,385 | $ | (2,644,647 | ) | $ | 2,334,759 | |||||||||
The accompanying notes are an integral part of these unaudited condensed interim financial statements
CONEXEU SCIENCES INC.
Condensed Interim Statements of Cash Flows
(Unaudited)
(Expressed in United States Dollars)
| Nine months ended July 31, 2025 |
Nine months ended July 31, 2024 |
||||||
| Cash flows from operating activities | |||||||
| Net loss | $ | (2,046,684 | ) | $ | (362,769 | ) | |
| Adjustments to reconcile net loss to net cash used in operating activities | |||||||
| Amortization expense | 5,477 | - | |||||
| Depreciation expense | 5,127 | - | |||||
| Gain on conversion of payables | (43,176 | ) | (98,652 | ) | |||
| Loss on debt extinguishment | - | 35,232 | |||||
| Warrants issued for services | 263,453 | - | |||||
| Warrants issued to related parties | 149,374 | - | |||||
| Shares issued for services | 480,496 | 1,471 | |||||
| Changes in operating assets and liabilities: | |||||||
| Taxes receivable | (11,962 | ) | - | ||||
| Accounts payable and accrued liabilities | 1,785 | 351,885 | |||||
| Prepaid expenses | (42,300 | ) | - | ||||
| Net cash used in operating activites | (1,238,410 | ) | (72,833 | ) | |||
| Cash flow from investing activities | |||||||
| Loan receivable | (40,386 | ) | - | ||||
| Purchase of assets | (18,668 | ) | - | ||||
| Net cash used in investing activities | (59,054 | ) | - | ||||
| Cash flow from financing activities | |||||||
| Due to shareholders | (4,189 | ) | 3,637 | ||||
| Proceeds from private placement, net of issuance costs | 2,018,413 | - | |||||
| Repayment of Loan payable | (94,206 | ) | - | ||||
| Deferred offering costs | (99,627 | ) | - | ||||
| Proceeds from private placement | - | 345,000 | |||||
| Net cash provided by financing activities | 1,820,391 | 348,637 | |||||
| Effect of exchange rate changes on cash | (4,415 | ) | (1,344 | ) | |||
| Increase in cash | 522,927 | 275,804 | |||||
| Cash at beginning of period | 314,616 | - | |||||
| Cash at end of period | $ | 833,128 | $ | 274,460 | |||
| Supplemental cashflow information: | |||||||
| Cash paid for interest | $ | 17,547 | $ | - | |||
| Cash paid for taxes | $ | - | $ | - | |||
| Non-cash investing and financing activities: | |||||||
| Shares issued for prepaid expenses | $ | 1,033,122 | $ | 4,411 | |||
| Warrants issued for servies to be expensed | $ | 218,724 | - | ||||
| Unpaid paid patent costs | $ | - | $ | 40,060 | |||
| Loan payable for purchase of patent | $ | - | $ | 98,117 | |||
| Shares issued for purchase of patent | $ | - | $ | 48,526 | |||
| Shares issued for conversion of payables | $ | 122,897 | $ | 6,422 | |||
| Assumption of related party notes payable | $ | - | $ | 86,471 |
The accompanying notes are an integral part of these unaudited condensed interim financial statements
|
Conexeu Sciences Inc. Notes to the Condensed Interim Financial Statements (unaudited) For the nine months ended July 31, 2025 and 2024 (Expressed in United States Dollars) |
1. Nature of Operations
Conexeu Sciences Inc. ("CONEXEU" or the "Company") was incorporated on November 2, 2022, pursuant to the Business Corporations Act of British Columbia, Canada. CONEXEU is a regenerative medicine company committed to developing and commercializing novel cellular therapies for skin restoration in wound care and aesthetics through use of patent protected advanced tissue engineering and biomaterial innovations. The Company has a fiscal year-end of October 31. On April 10, 2025, the Company was continued from the jurisdiction of British Columbia, Canada to a newly incorporated Nevada corporation. The registered offices of the Company, effective April 10, 2025, is located at 50 W Liberty St., Suite 880, Reno, Nevada, 89501.
Risks and Uncertainties
Disruption of global financial markets and a recession or market correction, including the ongoing military conflicts between Russia and Ukraine and the related sanctions imposed against Russia as well as the conflict between Israel and Hamas, the ongoing effects of the COVID-19 pandemic, the significant tariffs imposed by the United States on imports from other countries and other global macroeconomic factors such as inflation and rising interest rates, could reduce the Company's ability to access capital, which could in the future negatively affect the Company's liquidity and could materially affect the Company's business and the value of its common stock.
Segment Reporting
ASC Topic No. 280, Segment Reporting ("ASC 280"), establishes standards for the way that public business enterprises report information about operating segments in their financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. ASC 280 also establishes standards for related disclosures about products and services, geographic areas, and major customers. The Company's business segments are based on the organization structure used by the chief operating decision maker for making operating and investment decisions and for assessing performance. Our chief executive officer, who is our chief operating decision maker, views the Company's operations and manages its business in one operating segment, which is developing and commercializing novel cellular therapies for skin restoration in wound care and aesthetics through use of patent protected advanced tissue engineering and biomaterial innovations.
2. Basis of Presentation
Basis of Presentation
The unaudited condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed interim financial statements should be read in conjunction with the audited financial statements included in the Company's Annual Report for the fiscal year ended October 31, 2024. The accompanying unaudited condensed financial statements include all adjustments that are of a normal recurring nature and necessary for the fair presentation of the results for the interim periods presented. Results for interim periods are not necessarily indicative of results to be expected for the full year.
The functional and presentation currency of the Company is the United States Dollars.
Prior to its incorporation as a Nevada corporation, the Company's articles of incorporation had three classes of stock, Preferred Series A, Common Class A and Common Class B. The articles of incorporation allowed for unlimited shares each type to be issued and the shares had no par value.
On April 10, 2025, the Company became incorporated in Nevada. The Nevada articles of incorporation authorized two types of shares, Preferred Series A and common stock. Each class of stock has a par value of $0.001. At the date of conversion, the Company only had Common Class A shares outstanding. These converted into common stock at a ratio of 1:1.
On April 21, 2025, the Board of Directors approved a 4:1 reverse stock split.
|
Conexeu Sciences Inc. Notes to the Condensed Interim Financial Statements (unaudited) For the nine months ended July 31, 2025 and 2024 (Expressed in United States Dollars) |
These unaudited condensed interim financial statements have been adjusted retrospectively for the change of incorporation and the reverse stock split.
2. Basis of Presentation (cont'd)
Use of Estimates
The preparation of unaudited condensed interim financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the unaudited condensed interim financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.
Going Concern
These unaudited condensed interim financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. During the nine months ended July 31, 2025, and 2024, the Company recorded a net loss of $2,046,684 and $362,769, respectively. As of July 31, 2025, and October 31, 2024, the Company had a deficit of $2,644,647 and $597,963, respectively.
These factors raise substantial doubt about the Company's ability to continue as a going concern within one year after the date of these unaudited condensed financial statements being issued. The ability of the Company to continue as a going concern is dependent upon the Company's ability to raise additional funds and implement its business plan. These unaudited condensed interim financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Such adjustments could be material.
As of July 31, 2025, the Company had cash in the amount of $833,128. The continuation of the Company as a going concern is dependent upon its ability to obtain necessary debt or equity financing to continue operations until it begins generating positive cash flow. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case or equity financing.
3. Summary of Significant Accounting Policies
The significant accounting policies applied in the preparation of these unaudited condensed interim financial statements are consistent with the accounting policies disclosed in the Company's audited financial statements for the year ended October 31, 2024.
Fair Value of Financial Instruments
Our financial assets and liabilities measured at fair value on a recurring basis consist primarily of prepaid expenses, accounts payable and accrued liabilities, due to shareholders, and loan payable. The carrying amount of prepaid expenses, accounts payable and accrued liabilities, due to shareholders approximate fair value because of the short-term maturity of such instruments.
We have categorized our assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy in accordance with U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3).
Assets and liabilities recorded in the condensed balance sheets at fair value are categorized based on a hierarchy of inputs, as follows:
Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities
|
Conexeu Sciences Inc. Notes to the Condensed Interim Financial Statements (unaudited) For the nine months ended July 31, 2025 and 2024 (Expressed in United States Dollars) |
3. Summary of Significant Accounting Policies (cont'd)
Fair Value of Financial Instruments (cont'd)
Level 2 - Quoted prices for similar assets or liabilities in active markets that are observable for the asset or liability either directly or indirectly through market corroboration, for substantially the full term of the financial instrument
Level 3 - Unobservable inputs for the asset or liability
The Company had no Level 3 assets that were required to be valued at fair value as of July 31, 2025 and October 31, 2024.
Advertising Expenses
Advertising expenses are expensed as incurred. Advertising expenses for the nine months ended July 31, 2025 and 2024 were $48,503 and $8,243, respectively.
Research and Development Expenses
Research and development expenses are expensed as incurred and consist principally of internal and external costs, which include the cost of contract research services, laboratory supplies and development and manufacture of preclinical compounds and consumables for preclinical testing. Research and development expenses for the periods ended July 31, 2025, and 2024 were $200,795 and $39,000, respectively.
Net Loss Per Share
The Company computes net loss per share in accordance with ASC 260, Earnings per Share. The Company computes basic loss per share by dividing the loss attributable to holders of Common Stock for the period by the weighted average number of shares of Common Stock outstanding during the period. The Company's warrants could potentially be exercised or converted into Common Stock and then share in the earnings of the Company. However, these convertible instruments were excluded when calculating diluted loss per share because such inclusion would be anti-dilutive for the periods presented. As a result, diluted loss per share is the same as basic loss per share for the periods presented.
Potentially dilutive securities, which are not included in diluted weighted average shares outstanding for the nine months ended July 31, 2025 and 2024, consist of the following (in common stock equivalents):
| July 31, 2025 | July 31, 2024 | |||||
| Warrants | 9,733,226 | 507,220 | ||||
| Options | 675,000 | - |
Fixed Assets
Fixed assets are stated at cost less accumulated depreciation. Maintenance and repair charges are expensed as incurred. Fixed assets are depreciated under the straight-line method using the following estimated useful lives:
- Equipment - 5 years
- Furniture and fixtures - 5 years
- Computer equipment - 2 years.
Subsequent Events
The Company evaluated subsequent events through October 13, 2025, the date in which the unaudited condensed interim financial statements were issued.
|
Conexeu Sciences Inc. Notes to the Condensed Interim Financial Statements (unaudited) For the nine months ended July 31, 2025 and 2024 (Expressed in United States Dollars) |
4. Fixed Assets
Fixed Assets consist of the following:
| July 31, 2025 | October 31, 2024 | |||||
| Furniture and fixtures | 400 | - | ||||
| Computer equipment | 18,268 | - | ||||
| 18,668 | - | |||||
| Less: accumulated depreciation | 5,127 | - | ||||
| Fixed Assets, net | 13,541 | - |
Depreciation expense included in loss from continuing operations in the accompanying unaudited condensed interim statements of operations was $5,127 and $0 for the nine months ended July 31, 2025, and 2024, respectively.
5. Taxes Receivable
The Company has filed with the Canada Revenue Agency ("CRA") a Goods and Services Tax ("GST") return to claim the GST paid on Canadian expenses paid between September 21, 2024 (date of registration) and up to April 10, 2025, when the Company continued from the jurisdiction of British Columbia, Canada to a newly incorporated Nevada corporation and no longer qualified for claiming any GST paid. The outstanding amount due at July 31, 2025, and October 31, 2024, was $11,962 and $0, respectively.
6. Convertible Note Receivable
On May 14, 2025, the Company entered into a Memorandum of Understanding (the "MOU") with a private company (the "Target Company"), related to the potential acquisition of 100% of the assets of the Target Company. Although the general terms of the MOU were non-binding, the Company agreed to provide specific financing under terms that were binding for both parties. The Company entered into a convertible note receivable with the Target Company for an amount up to $87,500. The convertible note accrues interest at 8% and has a maturity date of six months from the earlier of when the Company agrees to terminate the MOU or August 22, 2025. If the closing date of the acquisition occurs prior to the maturity date, all amounts owed will be forgiven and no amounts will remain due. If the note matures prior to an acquisition occurring or due to the termination of the MOU, on the maturity date the outstanding amount must either be paid by the Target Company or the Company, at its discretion, can convert all of the outstanding principle and interest into Series Seed Preferred Stock of the Target Company at a price of $3.6905 per share. As of July 31, 2025, there was outstanding principal of $40,000 and $386 of accrued interest on the convertible note. The convertible note accrued $386 of interest during the nine months ended July 31, 2025. On October 10, 2025, the Target Company and the Company mutually agreed to not extend and to terminate the MOU and conclude any further acquisition negotiations. See subsequent events note 13.
7. Prepaid Expenses
Prepaid expenses include cash deposits and shares issued and reported at their fair market value ("FMV"):
| July 31, 2024 | October 31, 2024 | |||||
| Vendor deposits | $ | 1,323,767 | $ | 32,621 |
|
Conexeu Sciences Inc. Notes to the Condensed Interim Financial Statements (unaudited) For the nine months ended July 31, 2025 and 2024 (Expressed in United States Dollars) |
8. Patent
On November 20, 2023, the Company entered into a Patent Assignment Agreement ("PAA") with the University of British Columbia ('UBC"), located in Vancouver, British Columbia, Canada. Under the terms of the agreement, UBC agrees to transfer, sell and assign to the Company all of UBC's rights, title and interest in and to the Patent. However, the PAA will not be released to the Company until the Company has paid UBC $40,060 ($50,000 CAD) for expenses incurred and also fully pay the loan amount of $98,117 ($136,539 CAD) from the Loan Agreement entered into by both parties on November 20, 2023 (see Note 10). Until that time, the PAA will be held in escrow until no later than November 20, 2027. Should the Company fail to fully settle both payments on or before November 20, 2027, the PAA will not be released and will be destroyed. The Company paid the loan off on March 4, 2025.
Additionally, as part of the Patent Assignment agreement the Company issued 1,031,251 common shares which had a fair value of $48,526.
The total capitalized costs as of July 31, 2025, and October 31, 2024, was $186,703 and $186,703, respectively.
The patent has an expiration date of February 3, 2036. Amortization expense for the nine months ended July 31, 2025, and 2024 was $5,477 and $0. Accumulated amortization as of July 31, 2025 and October 31, 2024 was $5,477 and $0, respectively.
Future amortization expense for the fiscal years ended October 31 is as follows:
| 2025 (remaining) | $ | 4,344 | |
| 2026 | 17,235 | ||
| 2027 | 17,235 | ||
| 2028 | 17,235 | ||
| 2029 | 17,235 | ||
| Remaining | 107,942 | ||
| Total | $ | 181,226 |
9. Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consist of the following as of July 31, 2025, and October 31, 2024:
| July 31, 2025 | October 31, 2024 | |||||
| Accounts payable and accrued liabilities | $ | 168,155 | $ | 319,024 | ||
| Accrued interest payable | - | 13,923 | ||||
| Total Accounts payables and accrued liabilities | $ | 168,155 | $ | 332,947 |
10. Debt
Loan Agreement with University of British Columbia ("UBC")
In connection with the purchase of the patent, on November 20, 2023, the Company entered into a loan agreement with UBC. The loan is for $136,539 CAD, bears interest at 15%, and has a maturity date of November 20, 2026. There are no required payments under the loan, as the full amount is due upon maturity. As of October 31, 2024, the outstanding principal was $98,117 ($136,539 CAD).
On March 4, 2025, the Company paid UBC a total of $148,037 ($213,795 CAD) in settlement of the PAA. The settlement included interest of $27,256 CAD and an account payable of $50,000 CAD.
Interest expense was $4,949 and $10,321 during the nine months ended July 31, 2025, and 2024, respectively.
|
Conexeu Sciences Inc. Notes to the Condensed Interim Financial Statements (unaudited) For the nine months ended July 31, 2025 and 2024 (Expressed in United States Dollars) |
11. Related party transactions
Founder
The Founder and then the Chief Executive Officer ("CEO") made non-interest-bearing advances to the Company with no specific terms of repayment that are due on demand. The outstanding amounts as of July 31, 2025, and October 31, 2024, were $3,723 and $7,912, respectively. These are disclosed as Due to Shareholder on the Condensed Balance Sheets.
During the nine months ended July 31, 2024, the Company assumed notes payable from an entity owned by the Founder, resulting in a distribution of $86,471.
Director 1
During the nine months ended July 31, 2025, and 2024, the Company incurred expenses of $143,500 and $108,900, respectively, in accordance with a consulting agreement. In addition to this compensation, the Director also received share-based compensation comprised of 82,500 shares of common stock and 82,500 warrants. The warrants vested immediately, have a two-year term, and an exercise price of $0.80. The fair value of the common stock and warrants was $66,000 and $26,686, respectively. As of July 31, 2025, and October 31, 2024, $0 and $76,284, respectively, of these amounts were unpaid and are included in Accounts Payable and Accrued Expenses in the Condensed Balance Sheet.
On June 5, 2025, the Company and the Director entered into a consulting service agreement for 1,000,000 Performance Warrants. The warrants have an exercise price of $0.001 and a term of 5 years. The milestones are as follows:
1. Milestone 1 - 250,000 Warrants shall vest upon the Company completing and receiving the results of the three-month Collagen Study in Boston, MA. The grant date fair value of these warrants was $99,778. The Company assessed a greater than 70% probability that this would occur and anticipates this occurring by October 31, 2025. The fair value of these warrants is expensed over the expected vesting term. The expense for the nine months ended July 31, 2025, was $37,754.
2. Milestone 2 - 250,000 Warrants shall vest upon the Company listing its shares of common stock on The Nasdaq Stock Market, LLC, or any such other recognized stock exchange in North America. The grant date fair value of these warrants was $99,782. The fair value of these warrants will be expensed in its entirety upon achievement of this milestone. No expense was recorded during the nine months ended July 31, 2025.
3. Milestone 3 - 250,000 Warrants shall vest upon the Company's listed shares of common stock trading for at least 20 consecutive trading days at a market capitalization of $80,000,000 or greater in the currency of the recognized stock exchange in North America on which the shares of common stock are listed. The grant date fair value of these warrants was $99,779. The fair value of these warrants will be expensed in its entirety upon achievement of this milestone. No expense was recorded during the nine months ended July 31, 2025.
4. Milestone 4 - 250,000 Warrants shall vest upon the Company submitting a 510(k) application to the FDA. The grant date fair value of these warrants was $99,779. The Company assessed a greater than 70% probability that this would occur and anticipates this occurring by June 30, 2026. The fair value of these warrants is expensed over the expected vesting term. The expense for the nine months ended July 31, 2025, was $14,327.
On June 9, 2025, the Company granted to Director 1, 50,000 stock options with an exercise price of $0.40 and that vested immediately. The fair market value ("FMV") of the stock options was determined to be $14,107 and was expensed as stock-based compensation.
Director 2
During the nine months ended July 31, 2025, and 2024, the Company incurred expenses of $80,000 and $70,875, respectively, in accordance with a consulting agreement. As of July 31, 2025, and October 31, 2024, $0 and $68,675, respectively, of these amounts were unpaid and are included in Accounts Payable and Accrued Expenses in the Condensed Balance Sheet.
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Conexeu Sciences Inc. Notes to the Condensed Interim Financial Statements (unaudited) For the nine months ended July 31, 2025 and 2024 (Expressed in United States Dollars) |
11. Related party transactions (cont'd)
Director 2 (cont'd)
This Director is a director of an advertising company. During the nine months ended July 31, 2024, the Company incurred $7,250 in expenses that are included in Advertising and Promotion Expenses on the unaudited Condensed Interim Statement of Operations. As of October 31, 2024, there are no amounts owed to this entity.
On June 5, 2025, the Company and the Director entered into a consulting service agreement for 1,000,000 Performance Warrants. The warrants have an exercise price of $0.001 and a term of 5 years. The milestones are as follows:
1. Milestone 1 - 250,000 Warrants shall vest upon the Company completing and receiving the results of the three-month Collagen Study in Boston, MA. The grant date fair value of these warrants was $99,778. The Company assessed a greater than 70% probability that this would occur and anticipates this occurring by October 31, 2025. The fair value of these warrants is expensed over the expected vesting term. The expense for the nine months ended July 31, 2025, was $37,754.
2. Milestone 2 - 250,000 Warrants shall vest upon the Company listing its shares of common stock on The Nasdaq Stock Market, LLC, or any such other recognized stock exchange in North America. The grant date fair value of these warrants was $99,782. The fair value of these warrants will be expensed in its entirety upon achievement of this milestone. No expense was recorded during the nine months ended July 31, 2025.
3. Milestone 3 - 250,000 Warrants shall vest upon the Company's listed shares of common stock trading for at least 20 consecutive trading days at a market capitalization of $80,000,000 or greater in the currency of the recognized stock exchange in North America on which the shares of common stock are listed. The grant date fair value of these warrants was $99,779. The fair value of these warrants will be expensed in its entirety upon achievement of this milestone. No expense was recorded during the nine months ended July 31, 2025.
4. Milestone 4 - 250,000 Warrants shall vest upon the Company submitting a 510(k) application to the FDA. The grant date fair value of these warrants was $99,779. The Company assessed a greater than 70% probability that this would occur and anticipates this occurring by June 30, 2026. The fair value of these warrants is expensed over the expected vesting term. The expense for the nine months ended July 31, 2025, was $14,327.
On June 9, 2025, the Company granted to Director 2, 50,000 stock options with an exercise price of $0.40 and that vested immediately. The FMV of the stock options was determined to be $14,107 and was expensed as stock-based compensation.
Director 3
On May 14, 2025, a new director was appointed to the Company's board of directors. This Director is a director of an aesthetics company and during the period from their appointment to July 31, 2025, the Company purchased medical materials totaling $1,961 that are included in the Research and Development expenses. As at July 31, 2025, there are no amounts owed to this entity.
CEO
The Company hired a CEO from April 2024 to September 2024. In accordance with his consulting agreement, for the nine months ended July 31, 2024, the Company incurred an expense of $14,000. This expense is included in Research and Development Expenses in the unaudited Condensed Interim Statement of Operations. As of July 31, 2024, two months remained under this agreement. The agreement was not renewed after it terminated in September 2024.
On May 14, 2025, the Company appointed a new CEO. In accordance with their consulting agreement, for the nine months ended July 31, 2025, the Company incurred an expense of $37,500. As at July 31, 2025, there was $0 owing for these amounts billed.
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Conexeu Sciences Inc. Notes to the Condensed Interim Financial Statements (unaudited) For the nine months ended July 31, 2025 and 2024 (Expressed in United States Dollars) |
11. Related party transactions (cont'd)
CEO (cont'd)
On June 5, 2025, the Company and the Director entered into a consulting service agreement for 2,000,000 Performance Warrants. The warrants have an exercise price of $0.001 and a term of 5 years. The milestones are as follows:
1. Milestone 1 - 500,000 Warrants shall vest upon the Company completing and receiving the results of the three-month Collagen Study in Boston, MA. The grant date fair value of these warrants was $199,555. The Company assessed a greater than 70% probability that this would occur and anticipates this occurring by October 31, 2025. The fair value of these warrants is expensed over the expected vesting term. The expense for the nine months ended July 31, 2025, was $75,507.
2. Milestone 2 - 500,000 Warrants shall vest upon the Company listing its shares of common stock on The Nasdaq Stock Market, LLC, or any such other recognized stock exchange in North America. The grant date fair value of these warrants was $199,563. The fair value of these warrants will be expensed in its entirety upon achievement of this milestone. No expense was recorded during the nine months ended July 31, 2025.
3. Milestone 3 - 500,000 Warrants shall vest upon the Company's listed shares of common stock trading for at least 20 consecutive trading days at a market capitalization of $80,000,000 or greater in the currency of the recognized stock exchange in North America on which the shares of common stock are listed. The grant date fair value of these warrants was $199,566. The fair value of these warrants will be expensed in its entirety upon achievement of this milestone. No expense was recorded during the nine months ended July 31, 2025.
4. Milestone 4 - 500,000 Warrants shall vest upon the Company submitting a 510(k) application to the FDA. The grant date fair value of these warrants was $199,563. The Company assessed a greater than 70% probability that this would occur and anticipates this occurring by June 30, 2026. The fair value of these warrants is expensed over the expected vesting term. The expense for the nine months ended July 31, 2025, was $28,655.
CFO
The Company hired a Chief Financial Officer ("CFO") in November 2023. For the nine months ended July 31, 2025, and July 31, 2024, in accordance with his consulting agreement, the Company incurred expenses of $28,500 and $14,175, respectively. These expenses are included in Management Fees in the unaudited Condensed Interim Statement of Operations. As of July 31, 2025, and October 31, 2024, $0 and $14,175 were unpaid and is included in Accounts Payable and Accrued Expenses on the Condensed Balance Sheets.
During the nine months ended July 31, 2025, the Company converted outstanding payables of $10,875 owed to the CFO into 13,594 shares with a fair value of $640. This resulted in a gain on conversion of $10,235. This is included within gain on conversion of payables on the unaudited Condensed Interim Statement of Operations.
On June 9, 2025, the Company granted to the CFO 75,000 stock options with an exercise price of $0.40 and that vested immediately. The FMV of the stock options was determined to be $21,163 and was expensed as stock-based compensation.
President and CMO
On April 1, 2025, the Company appointed a President and Chief Medical Officer ("CMO"). In accordance with their consulting agreement, for the nine months ended July 31, 2025, the Company incurred an expense of $40,000. As at July 31, 2025, there was $0 owing for these amounts incurred.
On April 1, 2025, the Company granted to the CMO, 100,000 stock options with an exercise price of $0.40 and that vest 6 months from the effective date of their service agreement or from April 1, 2025. The FMV of the stock options granted was determined to be $57,549 and that as at July 31, 2025, a total value of $38,049 was expensed as stock-based compensation and the remaining balance of $19,497 will be expensed as they vest in the coming months.
|
Conexeu Sciences Inc. Notes to the Condensed Interim Financial Statements (unaudited) For the nine months ended July 31, 2025 and 2024 (Expressed in United States Dollars) |
11. Related party transactions (cont'd)
CSO
On May 1, 2025, the Company appointed a Chief Science Officer ("CSO"). In accordance with their consulting agreement, for the nine months ended July 31, 2025, the Company incurred an expense of $30,000 reported under management expenses. As at July 31, 2025, there was $0 owing for these amounts incurred.
On June 9, 2025, the Company granted to the CSO, 50,000 stock options with an exercise price of $0.40 and that vest 12 months from the grant date. The FMV of the stock options granted was determined to be $14,711 and that as at July 31, 2025, a total value of $2,096 had vested and was expensed as stock-based compensation and the remaining balance of $12,615 will be expensed as they vest in the coming months.
12. Share capital
Common Stock
Common Stock have a par value of $0.001 and an authorized total of 250,000,000 shares. Each outstanding share is entitled to one vote upon each matter submitted to a vote at a meeting of shareholders, and each fractional share shall be entitled to a corresponding fractional vote on each such matter. As at July 31, 2025, and October 31, 2024, the total shares issued and outstanding were 15,022,285 and 8,528,024, respectively.
Preferred Stock
Preferred Stock have a par value of $0.001 and an authorized total of 50,000,000 shares. The shares authorized are for Preferred Stock in total and are to be the total authorized shares for all future classes of Preferred Stock, with the rights for all future series of Preferred Stock to be determined upon formation of each class of Preferred Stock. As of July 31, 2025, and October 31, 2024, no classes of Preferred Stock have been formed, and no shares have been granted.
Fair Value Per Share
The fair value per share for all transactions is based on 409(a) valuations.
Private Placements
The Company closed several non-brokered private placements from April 2024 through October 2024. The private placements consisted of units which were comprised of 1 share of common stock and 1 warrant. The warrants vested immediately, have a two-year life, and an exercise price equal to the price of the unit in the placement. The price of the units of the private placements ranged from $0.72 to $0.80. During the year ended October 31, 2024, the Company issued 711,213 units for total proceeds of $531,000.
The Company closed several non-brokered private placements in December 2024 and January 2025. The private placements consisted of units which were comprised of 1 share of common stock and 1 warrant. The warrants vested immediately, have a two-year life, and an exercise price equal to the price of the unit in the placement. The price of the units of the private placements was $0.80. The Company issued a total of 687,500 shares for total proceeds of $550,000.
The Company closed on non-brokered private placements in May 2025. The private placements consisted of units which were comprised of 1 share of common stock and 1 warrant. The warrants vested immediately, have a two-year life, and an exercise price equal to the price of the unit in the placement. The price of the units of the private placements was $0.40. The Company issued a total of 3,750,000 shares for total proceeds of $1,500,000. During the nine months ended July 31, 2025 in connection with the private placements the Company incurred costs of $31,587.
|
Conexeu Sciences Inc. Notes to the Condensed Interim Financial Statements (unaudited) For the nine months ended July 31, 2025 and 2024 (Expressed in United States Dollars) |
12. Share capital (cont'd)
Private Placements (cont'd)
The fair value of the warrants was determined using the following Black-Scholes Pricing model assumptions:
| Jul 31, 2025 | Oct 31, 2024 | |
| Share price | $0.80 | $0.05 |
| Exercise price | $0.40 - $0.80 | $0.72 - $0.80 |
| Expected life | 2.00 - 3.00 | 2.00 years |
| Volatility | 102.68% to 122.93% | 100% |
| Risk-free interest Rate | 3.69% - 4.31% | 3.27% - 4.35% |
Shares Issued for Services
During the nine months ended July 31, 2024, the Company also issued 437,500 shares of common stock to consultants for a fair value of $5,882, of this amount, $4,412 was included in Prepaid Expenses.
On May 8, 2025, the Company entered into a service agreement in which it was agreed that the vendor was to make a one-time purchase of 1,200,000 shares of the Company's common stock at a price of $0.001 per share ($1,200), in addition to performing the services. The FMV of the shares was determined to be $960,000, which is being expensed over the term of the agreement. As of July 31, 2025, $738,145 is included within prepaid expenses.
On June 27, 2025, the Company granted 150,000 Restricted Share Units ("RSUs") to an advisor, having a fair market value of $154,286. The RSUs vested immediately and were expensed as consulting expense. The RSUs may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than under specific circumstances as defined in the Restricted Share Unit Awards Agreement.
During the nine months ended July 31, 2025, a Director received 82,500 shares of common stock for a fair value of $66,000 as disclosed in Note 11 - Related Party Transactions.
For the nine months ended July 31, 2025, the Company also issued 416,667 shares of common stock to a consultant for a fair value of $333,334, which is being expensed over the term of the agreement. As of July 31, 2025, $294,977 is included within prepaid expenses.
Warrants Issued for Services
On January 21, 2025, the Company issued 82,500 warrants to a Director for a fair value of $26,686.
During the nine months ended July 31, 2025, the Company issued 416,667 warrants with a fair value of $247,165 to a consultant. The consulting agreement had a 24-month term and therefore, as at July 31, 2025, the remaining balance of prepayment was $218,724, with $28,441 having been expensed as consulting for the nine months ended July 31, 2025.
The fair value of the warrants issued as compensation was determined using the following Black-Scholes Pricing model assumptions:
| Jul 31, 2025 | Oct 31, 2024 | |
| Share price | $0.40 - $0.80 | - |
| Exercise price | $0.001 - $0.80 | - |
| Expected life | 1.00 - 3.15 | - |
| Volatility | 105.56% to 139.09% | - |
| Risk-free interest Rate | 3.90% - 4.19% | - |
|
Conexeu Sciences Inc. Notes to the Condensed Interim Financial Statements (unaudited) For the nine months ended July 31, 2025 and 2024 (Expressed in United States Dollars) |
12. Share capital (cont'd)
Shares Issued for Conversion of Payables
During the nine months ended July 31, 2024, the Company issued 136,464 shares of common stock with a fair value of $6,422 to settle $105,074 outstanding payables. These transactions resulted in a gain on conversion of payables of $98,652.
During the nine months ended July 31, 2025, the Company issued 207,594 shares of common stock with a fair value of $122,897 to settle outstanding payables. These transactions resulted in a gain on conversion of payables of $43,176.
Options Issued for Services
During the nine months ended July 31, 2025, a total of 675,000 stock options were granted to advisors and consultants with a total fair value of $226,350. During the nine months ended July 31, 2025, $89,522 was expensed as stock-based compensation and $59,851 and was expensed as consulting.
The fair value of the stock options was determined using the following weighted average Black-Scholes Option Pricing model assumptions:
| Jul 31, 2025 | Oct 31, 2024 | |
| Share price | $0.40 - $0.80 | - |
| Exercise price | $0.40 - $0.80 | - |
| Expected life | 0.50 - 3.00 | - |
| Volatility | 124.49% - 171.02% | - |
| Risk-free interest Rate | 3.72% - 4.23% | - |
Warrants
A summary of common stock warrant activity during the nine months ended July 31, 2025, and for the year ended October 31, 2024, is as follows:
| Number of Warrants |
Weighted average exercise price |
Weighted average remaining contractual life |
Aggregate intrinsic value |
|
| Outstanding at October 31, 2023 | - | - | - | - |
| Granted or issued | 796,559 | 0.75 | - | - |
| Exercised | - | - | - | - |
| Cancelled or forfeited | - | - | - | - |
| Outstanding at October 31, 2024 | 796,559 | 0.75 | 1.80 | - |
| Granted or issued | 8,936,667 | 0.26 | - | - |
| Exercised | - | - | - | - |
| Cancelled or forfeited | - | - | - | - |
| Outstanding at July 31, 2025 | 9,733,226 | 0.30 | 3.38 | 16,585,055 |
| Exercisable at July 31, 2025 | 5,733,221 | 0.50 | 2.35 | 8,589,055 |
The stock price in the model was based on a 409(a) valuation, the volatility was based on the historical volatility of comparable public companies, and the expected term is determined using the Simplified Method. See Note 11 for inputs relating to milestone warrants.
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Conexeu Sciences Inc. Notes to the Condensed Interim Financial Statements (unaudited) For the nine months ended July 31, 2025 and 2024 (Expressed in United States Dollars) |
12. Share capital (cont'd)
Options
On June 7, 2025, the Company approved a Stock Incentive Plan (the "Plan") and Stock-Based Compensation Agreement. The Plan allows for a maximum of 3,000,000 common shares to be granted under the Plan.
As at July 31, 2025, the total outstanding options were 675,000 (October 31, 2024 - nil).
| Number of options | Weighted average exercise price |
Weighted average remaining contractual life |
Aggregate intrinsic value |
|
| Outstanding, October 31, 2023 | - | - | - | - |
| Granted | - | - | - | - |
| Exercised | - | - | - | - |
| Cancelled or forfeited | - | - | - | - |
| Outstanding, October 31, 2024 | - | - | - | - |
| Granted | 675,000 | $0.61 | 3.47 | - |
| Exercised | - | - | - | - |
| Cancelled or forfeited | - | - | - | - |
| Outstanding, July 31, 2025 | 675,000 | $0.61 | 3.47 | 940,000 |
| Exercisable, July 31, 2025 | 325,000 | $0.58 | 2.92 | 460,000 |
As at July 31, 2025, the weighted-average remaining life of the outstanding options was 3.47 years.
As at July 31, 2025, there remained an unrecognized stock-based compensation expense for the unvested options of $76,976.
13. Subsequent Events
Regulation Crowdfunding
On July 31, 2025, the Company filed with the Securities and Exchange Commission ("SEC") a Regulation Crowdfunding ("Reg CF") to raise up to $5,000,000 at a price of $2.00 per common share of the Company.
On September 2, 2025, the first tranche of the raise was closed with total gross proceeds of $2,726,303, representing a commitment of the Company to issue 1,363,151 common shares. After associated fees and costs, the net amount of $2,447,938 was advanced to the Company.
On September 18, 2025, a second tranche of the raise was closed with total gross proceeds of $1,969,970, representing a commitment of the Company to issue 984,985 common shares. After associated fees and costs, the net amount of $1,769,860 was advanced to the Company.
On October 9, 2025, the third and final tranche of the raise was closed with total gross proceeds of $303,652, representing a commitment of the Company to issue 151,826 common shares. After associated fees and costs, the net amount of $272,353 was advanced to the Company. With the close of this final tranche, the Company issued a total of 2,499,962 common shares with total gross proceeds equaling $4,999,925.
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Conexeu Sciences Inc. Notes to the Condensed Interim Financial Statements (unaudited) For the nine months ended July 31, 2025 and 2024 (Expressed in United States Dollars) |
13. Subsequent Events (cont'd)
On October 10, 2025, a private company, the Target Company, with whom the Company had been negotiating a potential acquisition, mutually agreed to not extend and terminate an MOU and conclude any further acquisition negotiations. As at this date, the loan balance due from the Target Company, under the terms of a Convertible Debenture signed between the two parties, totaled $64,956. The Convertible Debenture will mature 6 months from October 10, 2025 and if unpaid, the debt plus interest will convert into a Series Seed Preferred Stock of the Target Company.
 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Conexeu Sciences, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of Conexeu Sciences, Inc. (the Company) as of October 31, 2024 and 2023, and the related statements of operations, changes in stockholders' equity (deficit), and cash flows for the year ended October 31, 2024 and the period November 2, 2022 (date of inception) through October 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2024 and 2023, and the results of its operations and its cash flows for the year ended October 31, 2024 and the period ended November 2, 2022 (date of inception) through October 31, 2023, in conformity with accounting principles generally accepted in the United States of America. |
Substantial Doubt about the Company's Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has a net loss from operations, negative cash flows from operations, and an accumulated deficit and that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Company's auditor since 2025.
/s/ Adeptus Partners, LLC
PCAOB ID: 3686
Ocean, New Jersey
May 12, 2025
CONEXEU SCIENCES INC.
Balance Sheets
As of October 31, 2024 and 2023
(Expressed in United States Dollars)
| ASSETS | October 31, 2024 | October 31, 2023 | |||||
| CURRENT ASSETS | |||||||
| Cash and cash equivalents | $ | 314,616 | $ | - | |||
| Prepaid expenses | 32,621 | - | |||||
| TOTAL CURRENT ASSETS | 347,237 | - | |||||
| Patent | 186,703 | - | |||||
| TOTAL ASSETS | $ | 533,940 | $ | - | |||
| LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) | |||||||
| CURRENT LIABILITIES | |||||||
| Accounts payable and accrued liabilities | $ | 332,947 | $ | 31,194 | |||
| Due to shareholders | 7,912 | 4,275 | |||||
| TOTAL CURRENT LIABILITIES | 340,859 | 35,469 | |||||
| LONG-TERM LIABILITIES | |||||||
| Loan payable | 98,117 | - | |||||
| TOTAL LIABILITIES | 438,976 | 35,469 | |||||
| COMMITMENTS AND CONTINGENCIES (See Note 7) | |||||||
| SHAREHOLDERS' EQUITY (DEFICIT) | |||||||
| Preferred Stock, par value $0.001, 50,000,000 shares authorized, 0 shares issued and outstanding as of October 31, 2024 and 2023, respectively | - | - | |||||
| Common Stock, par value $0.001, 250,000,000 shares authorized, 8,528,024 and 4,156,250 shares issued and outstanding as of October 31, 2024 and 2023, respectively | 8,528 | 4,156 | |||||
| Additional paid-in capital | 684,399 | - | |||||
| Accumulated deficit | (597,963 | ) | (39,625 | ) | |||
| TOTAL SHAREHOLDERS' EQUITY (DEFICIT) | 94,964 | (35,469 | ) | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) | $ | 533,940 | $ | - |
The accompanying notes are an integral part of these financial statements
CONEXEU SCIENCES INC.
Statements of Operations
(Expressed in United States Dollars)
| Year ended October 31, 2024 |
For the period from November 2, 2022 (inception) to October 31, 2023 |
||||||
| OPERATING EXPENSES | |||||||
| Advertising and promotion | $ | 10,461 | $ | - | |||
| Bank charges | 841 | - | |||||
| Business development costs | 42,352 | - | |||||
| Consulting fees | 19,293 | - | |||||
| Management fees | 273,858 | 15,375 | |||||
| Professional fees | 59,349 | 20,585 | |||||
| Research and development expenses | 237,729 | - | |||||
| Total operating expenses | 643,883 | 35,960 | |||||
| LOSS FROM OPERATIONS | (643,883 | ) | (35,960 | ) | |||
| OTHER INCOME (EXPENSES) | |||||||
| Gain on conversion of payables | 140,932 | - | |||||
| Gain on conversion of related party payables | 6,973 | - | |||||
| Gain on conversion of notes payable and accrued interest | 70,478 | - | |||||
| Loss on debt extinguishment | (35,232 | ) | - | ||||
| Interest expense | (16,505 | ) | - | ||||
| Foreign exchange gain (loss) | 5,370 | 263 | |||||
| Total other income (expenses) | 172,016 | 263 | |||||
| LOSS BEFORE TAXES | (471,867 | ) | (35,697 | ) | |||
| Income tax benefit (expense) | - | - | |||||
| NET LOSS | $ | (471,867 | ) | $ | (35,697 | ) | |
| Net loss per common share, basic and diluted | $ | (0.07 | ) | $ | (0.02 | ) | |
| Weighted average of common shares outstanding, basic and diluted | 6,733,707 | 1,743,372 |
The accompanying notes are an integral part of these financial statements
CONEXEU SCIENCES INC.
Statements of Stockholders' Equity (Deficit)
(Expressed in United States Dollars)
| Preferred Stock | Common Stock | |||||||||||||||||||||
| Shares | Amount | Shares | Amount | Additional Paid-in Capital |
Accumulated Deficit |
Shareholders' Equity (Deficit) |
||||||||||||||||
| Balance at inception, November 2, 2022 | - | $ | - | 1,518,750 | $ | 1,519 | $ | - | $ | (1,502 | ) | $ | 17 | |||||||||
| Shares issued for services | - | - | 2,637,500 | 2,637 | - | (2,426 | ) | 211 | ||||||||||||||
| Net Loss | - | - | - | - | - | (35,697 | ) | (35,697 | ) | |||||||||||||
| Balance, October 31, 2023 | - | $ | - | 4,156,250 | $ | 4,156 | $ | - | $ | (39,625 | ) | $ | (35,469 | ) | ||||||||
| Balance , November 1, 2023 | - | $ | - | 4,156,250 | $ | 4,156 | $ | - | $ | (39,625 | ) | $ | (35,469 | ) | ||||||||
| Assumption of notes payable from related party | - | - | - | - | - | (86,471 | ) | (86,471 | ) | |||||||||||||
| Shares issued for debt extinguishment | - | - | 750,000 | 750 | 34,482 | - | 35,232 | |||||||||||||||
| Private Placement | - | - | 711,213 | 711 | 530,289 | - | 531,000 | |||||||||||||||
| Shares issued for services | - | - | 522,846 | 523 | 9,459 | - | 9,982 | |||||||||||||||
| Warrants issued for services | - | - | - | - | 201 | - | 201 | |||||||||||||||
| Shares issued for conversion of payables | - | - | 192,714 | 193 | 8,876 | - | 9,069 | |||||||||||||||
| Shares issued for patent | - | - | 1,031,251 | 1,031 | 47,495 | - | 48,526 | |||||||||||||||
| Shares issued for conversion of notes payable and accrued interest | - | - | 387,500 | 388 | 17,846 | - | 18,234 | |||||||||||||||
| Shares issued to settle related party payables | - | - | 776,250 | 776 | 35,751 | - | 36,527 | |||||||||||||||
| Net loss | - | - | - | - | - | (471,867 | ) | (471,867 | ) | |||||||||||||
| Balance, October 31, 2024 | - | $ | - | 8,528,024 | $ | 8,528 | $ | 684,399 | $ | (597,963 | ) | $ | 94,964 | |||||||||
The accompanying notes are an integral part of these financial statements
CONEXEU SCIENCES INC.
Statements of Cash Flows
(Expressed in United States Dollars)
| Year ended October 31, 2024 |
For the period from November 2, 2022 (inception) to October 31, 2023 |
||||||
| Cash flows from operating activities | |||||||
| Net loss | $ | (471,867 | ) | $ | (35,697 | ) | |
| Adjustments to reconcile net loss to net cash used in operating activities | |||||||
| Gain on conversion of payables | (140,932 | ) | - | ||||
| Gain on conversion of related party payables | (6,973 | ) | - | ||||
| Gain on conversion of notes payable and accrued interest | (70,478 | ) | - | ||||
| Loss on debt extinguishment | 35,232 | - | |||||
| Warrants issued for services | 201 | ||||||
| Shares issued for services | 6,807 | 211 | |||||
| Changes in operating assets and liabilities: | |||||||
| Accounts payable and accrued liabilities | 452,017 | 31,194 | |||||
| Prepaid expenses | (29,446 | ) | |||||
| Net cash used in operating activites | (225,439 | ) | (4,292 | ) | |||
| Cash flow from financing activities | |||||||
| Due to shareholders | 3,637 | 4,275 | |||||
| Proceeds from private placement | 531,000 | - | |||||
| Proceeds from founder shares | - | 17 | |||||
| Net cash provided by financing activities | 534,637 | 4,292 | |||||
| Effect of exchange rate changes on cash | 5,418 | - | |||||
| Increase in cash | 309,198 | - | |||||
| Cash at beginning of period | - | - | |||||
| Cash at end of period | $ | 314,616 | $ | - | |||
| Supplemental cash flow information | |||||||
| Cash paid for interest | $ | - | $ | - | |||
| Cash paid for taxes | $ | - | $ | - | |||
| Non-cash investing and financing activities | |||||||
| Shares issued for prepaid expenses | $ | 3,175 | $ | - | |||
| Unpaid paid patent costs | $ | 40,060 | $ | - | |||
| Loan payable for purchase of patent | $ | 98,117 | $ | - | |||
| Shares issued for purchase of patent | $ | 48,526 | $ | - | |||
| Shares issued for conversion of related party payables | $ | 36,527 | $ | - | |||
| Shares issued for conversion of payables | $ | 9,069 | $ | - | |||
| Assumption of related party notes payable | $ | 86,471 | $ | - | |||
| Shares issued for conversion of notes payable | $ | 18,234 | $ | - |
The accompanying notes are an integral part of these financial statements
|
Conexeu Sciences Inc. Notes to the Financial Statements For the year ended October 31, 2024 and period ended October 31, 2023 (Expressed in United States Dollars) |
1. NATURE OF OPERATIONS
Conexeu Sciences Inc. ("CONEXEU" or the "Company") was incorporated on November 2, 2022, pursuant to the Business Corporations Act of British Columbia, Canada. CONEXEU is a regenerative medicine company committed to developing and commercializing novel cellular therapies for skin restoration in wound care and aesthetics through use of patent protected advanced tissue engineering and biomaterial innovations. The Company has a fiscal year-end of October 31. As at October 31, 2024, all cash was held in a Canadian bank, which represents 59% of total assets. On April 10, 2025, the Company was continued from the jurisdiction of British Columbia, Canada to a newly incorporated Nevada corporation. The registered offices of the Company, effective April 10, 2025, is located at 50 W Liberty St., Suite 880, Reno, Nevada, 89501.
Risks and Uncertainties
Disruption of global financial markets and a recession or market correction, including the ongoing military conflicts between Russia and Ukraine and the related sanctions imposed against Russia as well as the conflict between Israel and Hamas, the ongoing effects of the COVID-19 pandemic, the significant tariffs imposed by the United States on imports from other countries and other global macroeconomic factors such as inflation and rising interest rates, could reduce the Company's ability to access capital, which could in the future negatively affect the Company's liquidity and could materially affect the Company's business and the value of its common stock.
Segment Reporting
ASC Topic No. 280, Segment Reporting ("ASC 280"), establishes standards for the way that public business enterprises report information about operating segments in their financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. ASC 280 also establishes standards for related disclosures about products and services, geographic areas, and major customers. The Company's business segments are based on the organization structure used by the chief operating decision maker for making operating and investment decisions and for assessing performance. Our chief executive officer, who is our chief operating decision maker, views the Company's operations and manages its business in one operating segment, which is developing and commercializing novel cellular therapies for skin restoration in wound care and aesthetics through use of patent protected advanced tissue engineering and biomaterial innovations.
2. Basis of Presentation
Basis of Presentation
These financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP). References to the "ASC" hereafter refer to the Accounting Standards Codification established by the Financial Accounting Standards Board ("FASB") as the source of authoritative U.S. GAAP.
The functional and presentation currency of the Company is the United States Dollars.
Prior to its incorporation as a Nevada corporation, the Company's articles of incorporation had three classes of stock, Preferred Series A, Common Class A and Common Class B. The articles of incorporation allowed for unlimited shares each type to be issued and the shares had no par value.
On April 10, 2025, the Company became incorporated in Nevada. The Nevada articles of incorporation authorized two types of shares, Preferred Series A and common stock. Each class of stock has a par value of $0.001. At the date of conversion, the Company only had Common Class A shares outstanding. These converted into common stock at a ratio of 1:1.
On April 21, 2025, the Board of Directors approved a 4:1 reverse stock split.
These financial statements have been adjusted retrospectively for the change of incorporation and the reverse stock split.
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Conexeu Sciences Inc. Notes to the Financial Statements For the year ended October 31, 2024 and period ended October 31, 2023 (Expressed in United States Dollars) |
2. Basis of Presentation (cont'd)
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.
Going Concern
The financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. During the periods ended October 31, 2024 and 2023, the Company recorded a net loss of $471,867 and $35,697, respectively. As of October 31, 2024 and 2023, the Company had a deficit of $597,963 and $35,697, respectively.
These factors raise substantial doubt about the Company's ability to continue as a going concern within one year after the date of the financial statements being issued. The ability of the Company to continue as a going concern is dependent upon the Company's ability to raise additional funds and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Such adjustments could be material.
As of October 31, 2024, the Company had cash in the amount of $314,616. The continuation of the Company as a going concern is dependent upon its ability to obtain necessary debt or equity financing to continue operations until it begins generating positive cash flow. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case or equity financing.
3. Summary of Significant Accounting Policies
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits held with banks, and when applicable, short-term, highly liquid deposits which are either cashable or with original maturities of less than three months. There are no cash equivalents as of October 31, 2024 or 2023. At times, the Company's cash balance exceeds the federally insured limits. The total uninsured cash and cash equivalents balance as of October 31, 2024 was $214,616.
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Conexeu Sciences Inc. Notes to the Financial Statements For the year ended October 31, 2024 and period ended October 31, 2023 (Expressed in United States Dollars) |
Patents
Patent costs reflect the costs incurred by the Company to acquire the patents from the original patent holders. Capitalized patent costs are amortized on a straight-line basis over the patent term. Costs related to filing and maintenance of the patents, including legal and consulting expenses related to making such applications, are expensed as incurred. Impairment of patent costs was evaluated as of October 31, 2024 by management, to identify whether events or changes in circumstances require an impairment assessment. Capitalized patent costs are amortized on a straight-line basis over the patent term.
Fair Value of Financial Instruments
Our financial assets and liabilities measured at fair value on a recurring basis consist primarily of prepaid expenses, accounts payable and accrued liabilities, due to shareholders, and loan payable. The carrying amount of prepaid expenses, accounts payable and accrued liabilities, due to shareholders approximate fair value because of the short-term maturity of such instruments.
We have categorized our assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy in accordance with U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3).
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Conexeu Sciences Inc. Notes to the Financial Statements For the year ended October 31, 2024 and period ended October 31, 2023 (Expressed in United States Dollars) |
3. Summary of Significant Accounting Policies (cont'd)
Fair Value of Financial Instruments (cont'd)
Assets and liabilities recorded in the balance sheets at fair value are categorized based on a hierarchy of inputs, as follows:
Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities
Level 2 - Quoted prices for similar assets or liabilities in active markets that are observable for the asset or liability either directly or indirectly through market corroboration, for substantially the full term of the financial instrument
Level 3 - Unobservable inputs for the asset or liability
The Company had no Level 3 assets that were required to be valued at fair value as of October 31, 2024 or October 31, 2023.
Advertising Expenses
Advertising expenses are expensed as incurred. Advertising expenses for the periods ended October 31, 2024 and 2023 were $10,461 and $0, respectively.
Research and Development Expenses
Research and development expenses are expensed as incurred and consist principally of internal and external costs, which include the cost of contract research services, laboratory supplies and development and manufacture of preclinical compounds and consumables for preclinical testing. Research and development expenses for the periods ended October 31, 2024 and 2023 were $237,729 and $0, respectively.
Stock-Based Compensation
The Company applies the provisions of ASC 718, Compensation-Stock Compensation ("ASC 718"), which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, including employee stock options and warrants, in the statements of operations.
For stock options and warrants issued to employees and members of the Company's Board of Directors (the "Board") for their services, the Company estimates each option's grant-date fair value using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option and warrant, the expected volatility of the Common Stock consistent with the expected life of the option and warrant, risk-free interest rates, and expected dividend yields of the Common Stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options and warrants on a straight-line basis over the requisite service period, generally the vesting term. Forfeitures are recorded as incurred instead of estimated at the time of grant and revised.
Under Accounting Standards Update ("ASU") 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Non-Employee Share-Based Payment Accounting, the Company accounts for stock options and warrants issued to non-employees for their services in accordance with ASC 718. The Company uses valuation methods and assumptions to value the stock options and warrants that are in line with the process for valuing employee stock options and warrants noted above.
Warrants
Warrants are accounted for in accordance with applicable accounting guidance provided in ASC 815. Derivatives and Hedging - Contracts in Entity's Own Equity as equity instruments based on the specific terms of the warrant agreement. Warrants classified as equity instruments are initially recognized at fair value and are not subsequently remeasured.
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Conexeu Sciences Inc. Notes to the Financial Statements For the year ended October 31, 2024 and period ended October 31, 2023 (Expressed in United States Dollars) |
3. Summary of Significant Accounting Policies (cont'd)
Net Loss per Share
The Company computes net loss per share in accordance with ASC 260, Earnings per Share. The Company computes basic loss per share by dividing the loss attributable to holders of Common Stock for the period by the weighted average number of shares of Common Stock outstanding during the period. The Company's warrants could potentially be exercised or converted into Common Stock and then share in the earnings of the Company. However, these convertible instruments were excluded when calculating diluted loss per share because such inclusion would be anti-dilutive for the periods presented. As a result, diluted loss per share is the same as basic loss per share for the periods presented.
Potentially dilutive securities, which are not included in diluted weighted average shares outstanding for the periods ended October 31, 2024 and 2023, consist of the following (in common stock equivalents):
| October 31, 2024 | October 31, 2023 | |
| Warrants | 796,559 | - |
Income Taxes
Income tax consists of current and deferred tax expense. Current tax and deferred tax are recognized in the statements of operations except to the extent that it relates to a business combination or items recognized directly in equity or in other comprehensive loss/income.
Current income taxes are recognized for the estimated income taxes payable or receivable on taxable income or loss for the current year and any adjustment to income taxes payable in respect of previous years. Current income taxes are determined using tax rates and tax laws that have been enacted or substantively enacted by the year-end date.
Deferred tax is recorded using the liability method, providing for temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Temporary differences are not provided for relating to goodwill not deductible for tax purposes, the initial recognition of assets or liabilities that affect both accounting or taxable loss, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the date of the balance sheet.
Recognition of deferred tax assets for unused tax losses, tax credits and deductible temporary differences is restricted to those instances where it is probable that future taxable profit will be available against which the deferred tax asset can be utilized. At the end of each reporting year the Company reassesses unrecognized deferred tax assets. The Company recognizes a previously unrecognized deferred tax asset to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of October 31, 2024 or 2023.
Subsequent Events
The Company evaluated subsequent events through May 12, 2025, the date in which the consolidated financial statements were issued.
Recently Adopted Accounting Pronouncements
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which requires an enhanced disclosure of segments on an annual and interim basis, including the title of the chief operating decision maker, significant segment expenses, and the composition of other segment items for each segment's reported profit. The Company adopted ASU 2023-07 as of January 1, 2024, which had no material impact on the Company's consolidated financial statements.
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Conexeu Sciences Inc. Notes to the Financial Statements For the year ended October 31, 2024 and period ended October 31, 2023 (Expressed in United States Dollars) |
3. Summary of Significant Accounting Policies (cont'd)
Recently Issued Accounting Pronouncements Not Yet Adopted
In October 2023, the FASB issued ASU No. 2023-06, which incorporates 14 of the 27 disclosures referred to by the SEC in their SEC Release No. 33-10532, Disclosure Update and Simplification, issued on August 17, 2018. The amendments in this ASU modify the disclosure or presentation requirements of a variety of Topics in the Codification and apply to all reporting entities within the scope of the affected Topics unless otherwise indicated. The amendments in this ASU should be applied prospectively. For public business entities, the effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company has evaluated the effects of the adoption of ASU No. 2022-03, and it is not expected to have an impact on the Company's Financial Statements.
In December 2023, the FASB issued ASU No. 2023-08, "Accounting for and Disclosure of Crypto Assets", which amends and enhances the disclosure requirements for crypto assets. The new requirements will be effective for public business entities for fiscal periods beginning after December 15, 2024. The Company has evaluated the effects of the adoption of ASU No. 2022-08, and it is not expected to have an impact on the Company's Financial Statements.
In December 2023, the FASB issued ASU No. 2023-09, "Improvements to Income Tax Disclosures", which requires companies to provide disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The new requirements will be effective for public business entities for fiscal periods beginning after December 15, 2024. The Company is currently assessing the impact of adopting this standard on the Company's Financial Statements.
In November 2024, the FASB issued ASU No. 2024-03, "Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40)". The amendments in ASU No. 2024-03 require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The amendments require that at each interim and annual reporting period an entity: 1. Disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil and gas-producing activities (DD&A) (or other amounts of depletion expense) included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed in (a)-(e). 2. Include certain amounts that are already required to be disclosed under U.S. GAAP in the same disclosure as the other disaggregation requirements. 3. Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. 4. Disclose the total amount of selling expenses and, in annual reporting periods, an entity's definition of selling expenses. For all public business entities, the amendments in ASU No. 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently assessing the impact of adopting this standard on the Company's Financial Statements.
In November 2024, the FASB issued ASU No. 2024-04, "Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments". The amendments in ASU No. 2024-04 clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion, applicable only to conversions that include the issuance of all equity securities issuable pursuant to the conversion privileges provided in the terms of the debt at issuance, and make additional clarifications to assist stakeholders in applying the guidance. For all entities, the amendments in this Update are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities that have adopted the amendments in ASU 2020-06. The Company is currently assessing the impact of adopting this standard on the Company's Financial Statements.
4. PREPAID EXPENSES
Prepaid expenses include cash deposits and shares issued to vendors for services to be delivered:
| October 31, 2024 | October 31, 2023 | |||||
| Vendor deposits | $ | 32,621 | $ | - |
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Conexeu Sciences Inc. Notes to the Financial Statements For the year ended October 31, 2024 and period ended October 31, 2023 (Expressed in United States Dollars) |
5. PATENT
Patent Assignment Agreement with University of British Columbia ("UBC")
On November 20, 2023, the Company entered into a Patent Assignment Agreement ("PAA") with UBC. Under the terms of the agreement, UBC agrees to transfer, sell and assign to the Company all of UBC's right, title and interest in and to the Patents. However, the PAA will not be released to the Company until the Company has paid UBC $40,060 ($50,000 CAD) for expenses incurred and also fully pay the loan amount of $98,117 ($136,539 CAD) from the Loan Agreement entered into by both parties on November 20, 2023 (see Note 7). Until that time, the PAA will be held in escrow until no later than November 20, 2027. Should the Company fail to fully settle both payments on or before November 20, 2027, the PAA will not be released and will be destroyed. Additionally, as part of the Patent Assignment agreement the Company issued 1,031,251 common shares which had a fair value of $48,526. The total capitalized costs as of October 31, 2024 was $186,703.
6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES CONSIST OF THE FOLLOWING AS OF OCTOBER 31, 2024 AND 2023:
| October 31, 2024 | October 31, 2023 | |||||
| Accounts payable and accrued liabilities | $ | 319,024 | $ | 31,194 | ||
| Accrued interest payable | 13,923 | - | ||||
| Total Accounts payables and accrued liabilities | $ | 332,947 | $ | 31,194 |
7. DEBT
Loan Agreement with University of British Columbia ("UBC")
In connection with the purchase of the patent, on November 20, 2023, the Company entered into a loan agreement with UBC. The loan is for $136,539 CAD, bears interest at 15%, and has a maturity date of November 20, 2026. There are no required payments under the loan, as the full amount is due upon maturity. As of October 31, 2024, the outstanding principal was $98,117 ($136,539 CAD). Interest expense was $14,264 for the year ended October 31, 2024. As of October 31, 2024, there was $13,923 of accrued interest outstanding.
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Conexeu Sciences Inc. Notes to the Financial Statements For the year ended October 31, 2024 and period ended October 31, 2023 (Expressed in United States Dollars) |
Future minimum payments due under this note for the fiscal year ending October 31 are as follows:
| Fiscal Year Ending | Minimum Payments |
||
| 2025 | $ | - | |
| 2026 | - | ||
| 2027 | 98,117 | ||
| $ | 98,117 |
Promissory Notes
On November 20, 2023, the Company assumed six promissory notes from a Company owned by the Co-founder and then CEO of the Company. The notes all contained the same terms and had a combined outstanding principal balance of $86,471. The Company received no consideration for assuming these notes, and therefore, the transaction is accounted for as distribution.
The notes originally bore interest at 8% and were to automatically convert into shares of Conexeu based on predetermined percentages specified in the individual note agreements upon a triggering event. The triggering event occurred on November 20, 2023.
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Conexeu Sciences Inc. Notes to the Financial Statements For the year ended October 31, 2024 and period ended October 31, 2023 (Expressed in United States Dollars) |
7. DEBT (CONT'D)
Promissory Notes (cont'd)
On November 20, 2023, upon assumption by the Company, the notes were cancelled and new notes were issued. All new notes contained the same terms. As part of this transaction, the conversion terms were removed, the interest rate remained 8%, the outstanding principal and interest were combined to be the principal of the new note, a maturity date of November 23, 2027 was established, and a combined total of 750,000 shares of common stock were issued to the noteholders. The fair value of these shares was $35,232. The new notes do not have required payments and the full amounts are due at maturity.
It was determined that this should be accounted for as debt extinguishment. In accordance with debt extinguishment, the fair value of the shares was immediately expensed and is recorded as Loss on Debt Extinguishment on the statement of operations.
In September 2024, all noteholders agreed to debt settlement agreements, which issued shares to settle the outstanding interest and principal in full. In connection with the debt settlement agreements, the Company issued 387,500 shares of common stock for a fair value of $18,234. At the time of settlement, there was $86,471 of principal outstanding and $2,241 of accrued interest. This settlement resulted in a gain on settlement of debt and accrued interest of $70,478.
Interest expense for these notes was $2,241 for the year ended October 31, 2024.
8. RELATED PARTY TRANSACTIONS
Co-Founder
The Co-founder and then CEO made non-interest bearing advances to the Company with no specific terms of repayment that are due on demand. The amount outstanding as of October 31, 2024 and 2023 were $7,912 and $4,275, respectively. These are disclosed as Due to Shareholder on the Balance Sheets.
During the year-ended October 31, 2024, the Company assumed notes payable from an entity owned by the Co-founder, resulting in a distribution of $86,471 (see Note 7).
Director 1
During the period ended October 31, 2023, the Company issued this Director 1,575,000 shares for a fair value of $126. This fair value was expensed during the period ended October 31, 2023 and is included in Professional Fees in the Statement of Operations.
During the period ended October 31, 2023, the Company incurred expenses of $7,500 in accordance with a consulting agreement. This expense is included in Management Fees in the Statement of Operations. As of October 31, 2023, this amount was unpaid and is included in Accounts Payable and Accrued Expenses in the Balance Sheet.
During the year ended October 31, 2024, the Company incurred expenses of $153,720 in accordance with a consulting agreement. Director 1 directed the Company to pay $16,860 of this amount to a company controlled by Director 2. In addition to this compensation, the Director also received share-based compensation comprised of 85,345 shares of common stock and 85,345 warrants. The warrants vested immediately, have a two-year term, and exercise prices ranging between $0.72 and $0.80. The fair value of the common stock and warrants was $4,016 and $201, respectively. This expense is included in Management Fees in the Statement of Operations. As of October 31, 2024, $76,284 of this amount was unpaid and is included in Accounts Payable and Accrued Expenses in the Balance Sheet.
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Conexeu Sciences Inc. Notes to the Financial Statements For the year ended October 31, 2024 and period ended October 31, 2023 (Expressed in United States Dollars) |
8. RELATED PARTY TRANSACTIONS (CONT'D)
Director 2
During the period ended October 31, 2023, the Company issued this Director 1,062,500 shares for a fair value of $85. This fair value was expensed during the period ended October 31, 2023 and is included in Professional Fees in the Statement of Operations.
During the period ended October 31, 2023, the Company incurred expenses of $7,875 in accordance with a consulting agreement. This expense is included in Management Fees in the Statement of Operations. As of October 31, 2023, this amount was unpaid and is included in Accounts Payable and Accrued Expenses in the Balance Sheet. During the year ended October 31, 2024, the Company incurred expenses of $94,125 in accordance with a consulting agreement. This expense is included in Management Fees in the Statement of Operations. As of October 31, 2024, $59,069 were unpaid and is included
In September 2024, the Company issued this Director 750,000 shares to settle a payable of $22,500. The shares had a fair value of $35,292. This resulted in a loss on conversion of related party payables of $12,792,
This Director is a director of an advertising company. During the year ended October 31, 2024, the Company incurred $7,250 of expenses that are included in Advertising and Promotion Expenses on the Statement of Operations. As of October 31, 2024, there are no amounts owed to this entity. There were no transactions with this entity during the period ended October 31, 2023.
CEO
The Company hired a new CEO from April 2024 to September 2024. In accordance with his consulting agreement, the Company incurred an expense of $21,000. This expense is included in Research and Development Expenses in the Statement of Operations. The salary earned was paid with 26,250 shares which had a fair value of $1,235. This resulted in a gain in related party payables of $19,765. As of October 31, 2024, there were no amounts due to this related party.
CFO
The Company hired a CFO in November 2023. In accordance with his consulting agreement, the Company incurred an expense of $18,825. This expense is included in Management Fees in the Statement of Operations. As of October 31, 2024, this amount was unpaid and is included in Accounts Payable and Accrued Expenses in the Balance Sheet.
9. SHARE CAPITAL
Fair Value Per Share
The fair value per share for all transactions is based on 409(a) valuations. The Company has determined that from inception through November 19, 2023, the fair value per share was determined to be approximately $0.00. From November 20, 2023, the fair value per share was determined to be approximately $0.05.
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Conexeu Sciences Inc. Notes to the Financial Statements For the year ended October 31, 2024 and period ended October 31, 2023 (Expressed in United States Dollars) |
Private Placement
The Company closed on non-brokered private placements from April 2024 through October 2024. The private placements consisted of units which were comprised of 1 share of common stock and 1 warrant. The warrants vested immediately, have a two-year life, and an exercise price equal to the price of the unit in the placement. The price of the units of the private placements ranged from $0.72 to $0.80. During the year ended October 31, 2024, the Company issued 711,213 units for total proceeds of $531,000.
9. SHARE CAPITAL (CONT'D)
Shares Issued for Services
During the year ended October 31, 2024, a Director received 85,345 shares of common stock for a fair value of $4,061 as disclosed in Note 8 - Related Party Transactions. During the year ended October 31, 2024, the Company also issued 437,501 shares of common stock to consultants for a fair value of $5,921. Of this amount, $3,175 is included in Prepaid Expenses on the Balance Sheet.
Shares Issued for Conversion of Payables
During the year ended October 31, 2024, the Company issued 192,714 shares of common stock with a fair value of $9,069 to settle $150,000 of outstanding payables. These transactions resulted in a gain on conversion of payables of $140,932.
WARRANTS
There were no warrants issued prior to October 31, 2023. A summary of common stock warrant activity during the year ended October 31, 2024 is as follows:
| Number of Warrants |
Weighted average exercise price |
Weighted average remaining contractual life |
Aggregate intrinsic value |
|
| Outstanding at October 31, 2023 | - | - | - | - |
| Granted | 796,559 | 0.75 | - | - |
| Exercised | - | - | - | - |
| Cancelled/Forfeited | - | - | - | - |
| Outstanding at October 31, 2024 | 796,559 | 0.75 | 1.58 | - |
| Exercisable at October 31, 2024 | 796,559 | 0.75 | 1.58 | - |
The fair value of the warrants was determined using the following black-scholes pricing model assumptions:
| Oct 31, 2024 | Oct 31, 2023 | |
| Share price | $0.05 | - |
| Exercise price | $0.72 - $0.80 | - |
| Expected life | 2.00 years | - |
| Volatility | 100% | - |
| Risk-free interest Rate | 3.27% - 4.35% | - |
The stock price in the model was based on a 409(a) valuation, the volatility was based on the historical volatility of comparable public companies, and the expected term is determined using the simplified method.
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Conexeu Sciences Inc. Notes to the Financial Statements For the year ended October 31, 2024 and period ended October 31, 2023 (Expressed in United States Dollars) |
10. Income Taxes
The components of the Company's provision for income taxes for the year ended October 31, 2024 and the period ended October 31, 2023 are as follows:
| 2024 | 2023 | |||||
| Current | $ | - | $ | - | ||
| Deferred | ||||||
| Statutory Canadian federal tax rate | (71,000 | ) | (5,556 | ) | ||
| Statutory provincial tax rate in British Columbia Canada | (56,000 | ) | (4,444 | ) | ||
| Non-capital losses available for future period | 127,000 | 10,000 | ||||
| Total income tax expense (recovery) | $ | - | $ | - |
The reconciliation of income taxes at statutory rates with reported taxes is as follows:
| 2024 | 2023 | |||||
| Loss for the year | $ | (471,867 | ) | $ | (35,697 | ) |
| Statutory Canadian federal tax rate | 15% | 15% | ||||
| Statutory provincial tax rate in British Columbia Canada | 12% | 12% | ||||
| Expected income tax (recovery) | (127,000 | ) | (10,000 | ) | ||
| Change in valuation allowance | 127,000 | 10,000 | ||||
| Total income tax expense (recovery) | $ | - | $ | - |
| 2024 | 2023 | |||||
| Statutory Canadian federal tax rate | 15% | 15% | ||||
| Statutory provincial tax rate in British Columbia Canada | 12% | 12% | ||||
| Effect of valuation allowance | (27%) | (27%) | ||||
| Effective rate | 0% | 0% |
The significant components of the deferred tax assets and liabilities consist of the following:
| 2024 | 2023 | |||||
| Deferred tax assets | ||||||
| Non-capital losses | $ | 137,000 | $ | 10,000 | ||
| 137,000 | 10,000 | |||||
| Valuation allowance | (137,000 | ) | (10,000 | ) | ||
| Net deferred tax assets | $ | - | $ | - |
As of October 31, 2024, the Company had Canadian non-capital loss carryforwards of approximately $508,000 (2023 - $36,000). The year ended October 31, 2024, non-capital loss will expire in 2044 (2023 - expiry date 2043).
On April 10, 2025, the Company was continued from the jurisdiction of British Columbia, Canada to Nevada. Upon re-domiciliation, the Canadian non-capital loss carryforwards, which were subject to full valuation allowance, expired and did not carry over to the newly incorporated Nevada corporation.
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Conexeu Sciences Inc. Notes to the Financial Statements For the year ended October 31, 2024 and period ended October 31, 2023 (Expressed in United States Dollars) |
10. Income Taxes (cont'd)
In assessing the realizability of deferred tax assets, management considers all positive and negative evidence to determine whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Due to the uncertainty of the Company's ability to realize the benefit of the deferred tax assets, the net deferred tax assets are fully offset by a valuation allowance at October 31, 2024 and 2023.
Tax attributes are subject to review, and potential adjustment, by tax authorities.
11. Subsequent Events
Private Placement
The Company closed on non-brokered private placements in December 2024 and January 2025. The private placements consisted of units which were comprised of 1 share of common stock and 1 warrant. The warrants vested immediately, have a two-year life, and an exercise price equal to the price of the unit in the placement. The price of the units of the private placements was $0.80. The Company issued a total of 687,500 shares for total proceeds of $550,000.
Shares Issued for Services
The Company issued 82,500 shares of common stock to a Director for a fair value of $3,882. The Company issued 40,500 shares of common stock to a consultant for a fair value of $1,906.
Warrants Issued for Services
The Company issued 82,500 warrants to a Director for a fair value of $194.
Shares Issued for Conversion of Payables
The Company issued 167,094 shares of common stock with a fair value of $7,863 to settle outstanding payables.
Payment of Outstanding Patent Acquisition Costs
On March 4, 2025, the Company paid UBC a total of $148,037 ($213,795 CAD) in settlement of the Patent Acquisition agreement. The settlement included interest of $27,256 CAD and an account payable of $50,000 CAD.
Reverse Stock Split
As disclosed in Note 2, on April 21, 2025, the Board of Directors approved a 4:1 reverse stock split.
These financial statements have been adjusted retrospectively for the reverse stock split.
Change of Incorporation
As disclosed in Note 2, on April 10, 2025, the Company became incorporated in Nevada. The Nevada articles of incorporation authorized two types of shares, Preferred Series A and common stock. Each class of stock has a par value of $0.001. At the date of conversion, the Company only had Common Class A shares outstanding. These converted into common stock at a ratio of 1:1.
These financial statements have been adjusted retrospectively for the change of incorporation.
CONEXEU SCIENCES INC.
9,083,334 Shares of Common Stock
PROSPECTUS
_____________ __, 2025
We have not authorized any dealer, salesperson or other person to give any information or represent anything not contained in or incorporated by reference into this prospectus. You must not rely on any unauthorized information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus does not offer to sell any shares in any jurisdiction where it is unlawful. Neither the delivery of this prospectus, nor any sale made hereunder, shall create any implication that the information in this prospectus is correct after the date hereof.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is a list of the expenses to be incurred by us in connection with the preparation and filing of this registration statement. All amounts shown are estimates except for the SEC registration fee:
| SEC Registration Fee: | $2,885.14 |
| Accounting fees and expenses: | $10,000.00 |
| Legal fees and expenses: | $25,000.00 |
| Transfer agent and registrar fees: | $2,000.00 |
| Miscellaneous: | $1,000.00 |
| Total: | $40,885.14 |
We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the Selling Stockholders. The Selling Stockholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage or underwriting discounts or commissions paid by the Selling Stockholders to broker-dealers in connection with the sale of their shares.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our directors and officers are indemnified as provided by the Nevada Revised Statutes and our Bylaws.
Nevada Law
Section 78.7502 of the Nevada Revised Statutes permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he:
(a) is not liable pursuant to Nevada Revised Statute 78.138, or
(b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
In addition, Section 78.7502 permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he:
(a) is not liable pursuant to Nevada Revised Statute 78.138; or
(b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation.
To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter, the corporation is required to indemnify him against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense.
Section 78.751(1) of the Nevada Revised Statutes provides that any discretionary indemnification pursuant to NRS 78.7502, unless ordered by a court or advanced pursuant to an undertaking to repay the amount if it is determined by a court that the indemnified party is not entitled to be indemnified by the corporation, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:
(a) by the stockholders;
(b) by the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;
(c) if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion, or
(d) if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.
Section 78.751(2) of the Nevada Revised Statutes provides that the certificate of articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this section do not affect any rights to advancement of expenses to which corporate personnel other than director or officers may be entitled under any contract or otherwise by law.
Section 78.751(3) provides that the indemnification pursuant to Section 78.7502 and advancement of expenses authorized in or ordered by a court pursuant to this section:
(a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to Section 78.7502 or for the advancement of expenses made pursuant to Section 78.751(2), may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omission involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action.
(b) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.
Section 78.752 of the Nevada Revised Statutes allows a corporation to purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expenses.
(a) Other financial arrangements made by the corporation pursuant to Section 78.752 may include the following:
(b) the creation of a trust fund;
(c) the establishment of a program of self-insurance;
(d) the securing of its obligation of indemnification by granting a security interest or other lien on any assets of the corporation; and
(e) the establishment of a letter of credit, guaranty or surety
No financial arrangement made pursuant to Section 78.752 may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals, to be liable for intentional misconduct, fraud or a knowing violation of law, except with respect to the advancement of expenses or indemnification ordered by a court.
Our Articles of Incorporation provide for the indemnification of our directors and officers to the fullest extent permitted by the Nevada Revised Statutes. This right to indemnification will inure whether or not the claim asserted is based on matters that predate our Articles of Incorporation, will continue as to an indemnitee who has cased to hold the position by virtue of which he or she was entitled to indemnification, and will inure to the benefit of his or her heirs and personal representatives. The right to indemnification and to the advancement of expenses conferred by Article VIII of our Articles of Incorporation are not exclusive of any other rights that an indemnitee may have or acquired under any statute, bylaws, agreement, vote of stockholders or disinterested directors, our Articles of Incorporation or otherwise.
Further, our Bylaws provide that we shall, to the fullest and broadest extent permitted by law, indemnify all persons whom we may indemnify pursuant thereto. We may, but shall not be obligated to, maintain insurance, at our expense, to protect ourselves and any other person against any liability, cost or expense. We shall not indemnify persons seeking indemnity in connection with any threatened, pending or completed action, suit or proceeding voluntarily brought or threatened by such person unless such action, suit or proceeding has been authorized by a majority of the entire Board of Directors.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our Directors, officers and control persons pursuant to the foregoing provisions or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy, and is, therefore, unenforceable.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
The Company has conducted the following exempt offerings of securities within the past three years prior to domestication into the State of Nevada on April 10, 2025:
1. On November 2, 2022, we issued 1,518,750 shares of Common Stock (pre-consolidation and pre-reverse split - 17,550,000 shares) for gross proceeds of $17.55 pursuant to a private placement relying on the exemption from the registration requirements provided by Rule 903(b) of Regulation S promulgated under the Securities Act for the one non-U.S. person.
2. On October 1, 2023, we issued 1,062,500 shares of Common Stock (pre-reverse split - 4,250,000 shares) for gross proceeds of $85.00 pursuant to a private placement relying on the exemption from the registration requirements provided by Rule 903(b) of Regulation S promulgated under the Securities Act for the one non-U.S. person.
3. On October 10, 2023, we issued 1,575,000 shares of Common Stock (pre-reverse split - 6,300,000 shares) for gross proceeds of $126.00 pursuant to a private placement relying on the exemption from the registration requirements provided by Rule 903(b) of Regulation S promulgated under the Securities Act for one non-U.S. person and on Section 4(a)(2) of the Securities Act for the one U.S. person.
4. On November 20, 2023, we issued 312,500 shares of Common Stock (pre-reverse split - 1,250,000 shares) for services at a deemed price of $0.00008 per share for an aggregate value of $25.00 on a private placement basis relying on the exemption from the registration requirements provided by Rule 903(b) of Regulation S promulgated under the Securities Act.
5. On November 20, 2023, we issued 1,031,251 shares of Common Stock (pre-reverse split - 4,125,000 shares) pursuant to a patent assignment agreement at a price of $0.008 per share. We relied on the exemption from the registration requirements provided by Rule 903(b) of Regulation S promulgated under the Securities Act.
6. On February 16, 2024, we issued 750,000 shares of Common Stock (pre-reverse split - 3,000,000 shares) for aggregate value of $60.00 pursuant to amendment to assumed notes on a private placement basis relying on the exemption from the registration requirements provided by Rule 903(b) of Regulation S promulgated under the Securities Act for non-U.S. persons and on Section 4(a)(2) of the Securities Act for the U.S. persons.
7. On March 31, 2024, we issued 80,214 shares of Common Stock (pre-reverse split - 320,856 shares) for the settlement of an outstanding liability in the amount of $60,000.00 on a private placement basis relying on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act.
8. On May 16, 2024, we issued 125,000 shares of Common Stock (pre-reverse split - 500,000 shares) at a price of $0.80 per share to one individual pursuant to an advisory service agreement. We relied on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act.
9. On June 30, 2024, we issued 56,250 shares of Common Stock (pre-reverse split - 225,000 shares) for the settlement of an outstanding liability in the amount of $45,000.00 on a private placement basis relying on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act.
10. On August 21, 2024, we issued 258,335 units (each, a "Unit") (pre-reverse split - 1,033,334 Units) for aggregate gross proceeds of $186,000 pursuant to a private placement. Each Unit consists of one share of our Common Stock and one common stock purchase warrant (each, a "Warrant") with each Warrant entitling the holder thereof to purchase additional share of our Common Stock (each, a "Warrant Share") at an exercise price of $0.72 per Warrant Share having an expiry date of two years from the date of issuance of the Warrants. We relied on the exemption from the registration requirements provided by Rule 903(b) of Regulation S promulgated under the Securities Act for the one non-U.S. person and on Section 4(a)(2) of the Securities Act for the U.S. persons for the issuance of the Units.
11. On August 21, 2024, we issued 31,000 Units (pre-reverse split - 124,000 Units) at a price of $0.72 per Unit to one entity pursuant to a consulting agreement. Each Unit consists of one share of our Common Stock and one Warrant with each Warrant entitling the holder thereof to purchase one additional Warrant Share at an exercise price of $0.72 per Warrant Share having an expiry date of two years from the date of issuance of the Warrants. We relied on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act for the issuance of the Units.
12. On August 21, 2024, we issued 334,128 Unit (pre-reverse split - 1,336,500 Units) for aggregate gross proceeds of $249,925.50 pursuant to a private placement. Each Unit consists of one share of our Common Stock and one Warrant with each Warrant entitling the holder thereof to purchase one additional Warrant Share at an exercise price of $0.748 per Warrant Share having an expiry date of two years from the date of issuance of the Warrants. We relied on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act for the issuance of the Units.
13. On August 21, 2024, we issued 40,095 Units (pre-reverse split - 160,380 Units) at a price of $0.748 per Unit to one entity pursuant to a consulting agreement. Each Unit consists of one share of our Common Stock and one Warrant with each Warrant entitling the holder thereof to purchase one additional Warrant Share at an exercise price of $0.748 per Warrant Share having an expiry date of two years from the date of issuance of the Warrants. We relied on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act for the issuance of the Units.
14. On August 21, 2024, we issued 118,750 Units (pre-reverse split - 475,000 Units) for aggregate gross proceeds of $95,000.00 pursuant to a private placement. Each Unit consists of one share of our Common Stock and one Warrant with each Warrant entitling the holder thereof to purchase one additional Warrant Share at an exercise price of $0.80 per Warrant Share having an expiry date of two years from the date of issuance of the Warrants. We relied on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act for the issuance of the Units.
15. On August 21, 2024, we issued 14,250 Units (pre-reverse split - 57,000 Units) at a price of $0.80 per Unit to one entity pursuant to a consulting agreement. Each Unit consists of one share of our Common Stock and one Warrant with each Warrant entitling the holder thereof to purchase one additional Warrant Share at an exercise price of $0.80 per Warrant Share having an expiry date of two years from the date of issuance of the Warrants. We relied on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act for the issuance of the Units.
16. In September 2024, we issued 387,500 shares of Common Stock (pre-reverse split - 1,550,000 shares) for the settlement of outstanding liabilities in the aggregate amount of $88,712.00 on a private placement basis relying on the exemption from the registration requirements provided by Rule 903(b) of Regulation S promulgated under the Securities Act for non-U.S. persons and on Section 4(a)(2) of the Securities Act for the U.S. persons.
17. On September 15, 2024, we issued 750,000 shares of Common Stock (pre-reverse split - 3,000,000 shares) for the settlement of an outstanding liability in the amount of $22,500 on a private placement basis relying on the exemption from the registration requirements provided by Rule 903(b) of Regulation S promulgated under the Securities Act.
18. On September 30, 2024, we issued 82,500 shares of Common Stock (pre-reverse split - 330,000 shares) for the settlement of outstanding liabilities in the aggregate amount of $66,000.00 on a private placement basis relying on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act.
19. On November 30, 2024, we issued 57,344 shares of Common Stock (pre-reverse split - 229,375 shares) for the settlement of outstanding liabilities in the aggregate amount of $45,875 on a private placement basis relying on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act.
20. On December 31, 2024, we issued 56,250 shares of Common Stock (pre-reverse split - 225,000 shares) for the settlement of an outstanding liability in the amount of $45,000.00 on a private placement basis relying on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act.
21. On January 15, 2025, we issued 687,500 Units (pre-reverse split - 2,750,000 Units) for aggregate gross proceeds of $550,000 pursuant to a private placement. Each Unit consists of one share of our Common Stock and one Warrant with each Warrant entitling the holder thereof to purchase one additional Warrant Share at an exercise price of $0.80 per Warrant Share having an expiry date of two years from the date of issuance of the Warrants. We relied on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act for the issuance of the Units.
22. On January 15, 2025, we issued 82,500 Units (pre-reverse split - 330,000 Units) at a price of $0.80 per Unit to one entity pursuant to a consulting agreement. Each Unit consists of one share of our Common Stock and one Warrant with each Warrant entitling the holder thereof to purchase one additional Warrant Share at an exercise price of $0.80 per Warrant Share having an expiry date of two years from the date of issuance of the Warrants. We relied on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act for the issuance of the Units.
23. On January 31, 2025, we issued 94,000 shares of Common Stock (pre-reverse split - 376,000 shares) for the settlement of outstanding liabilities in the aggregate amount of $75,200 on a private placement basis relying on the exemption from the registration requirements provided by Rule 903(b) of Regulation S promulgated under the Securities Act for the non-U.S. persons and on Section 4(a)(2) of the Securities Act for the one U.S. person.
24. On March 31, 2025, we granted 150,000 stock options (pre-reverse split - 600,000 stock options) to purchase 150,000 shares of Common Stock at an exercise of $0.80 per share and having and having an expiry date of March 31, 2026. We relied on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act for the grant of the stock options to the U.S. person.
The proceeds from the private placements have been used for general corporate and working capital purposes.
The Company has conducted the following exempt offerings of securities within the past three years post-domestication into the State of Nevada on April 10, 2025:
1. On April 10, 2025, pursuant to the domestication into Nevada, which is treated as a reincorporation, we were deemed to have issued 9,505,618 shares of Common Stock, 1,566,559 Warrants and 150,000 stock options (pre-reverse split - 38,022,445 shares, 6,266,214 Warrants and 600,000 stock options), which we relied on the exemption from the registration requirements provided by Rule 903(b) of Regulation S promulgated under the Securities Act for the issuances to non-U.S. persons and on Rule 506(b) of Regulation D promulgated under the Securities Act for the U.S. persons.
2. On May 16, 2025, we issued 3,750,000 Units at a price of $0.40 per Unit for aggregate gross proceeds of $1,500,000 pursuant to a private placement. Each Unit consists of one share of our Common Stock and one Warrant with each Warrant entitling the holder thereof to purchase one additional Warrant Share at an exercise price of $0.40 per Warrant Share having an expiry date of three years from the date of issuance of the Warrants. We relied on the exemption from the registration requirements provided by Rule 903(b) of Regulation S promulgated under the Securities Act for the issuance of the Units to non-U.S. persons.
3. On May 16, 2025, we issued 416,667 Units at a deemed price of $0.40 per Unit to one individual pursuant to a consulting agreement. Each Unit consists of one share of our Common Stock and one Warrant with each Warrant entitling the holder thereof to purchase one additional Warrant Share at an exercise price of $0.40 per Warrant Share having an expiry date of three years from the date of issuance of the Warrants. We relied on the exemption from the registration requirements provided by Rule 903(b) of Regulation S promulgated under the Securities Act for the issuance of the Units to the non-U.S. person.
4. On May 16, 2025, we granted 100,000 stock options to purchase 100,000 shares of Common Stock at an exercise of $0.40 per share and having and having an expiry date of May 16, 2027. We relied on the exemption from the registration requirements provided by Section 4(a)(2) under the Securities Act for the grant to the U.S. person.
5. On June 5, 2025, we issued 4,000,000 performance warrants (each, a "Performance Warrant") to two entities and one individual pursuant to consulting agreements. The Performance Warrants shall vest in four equal tranches as more fully discussed under "Related Party Transactions", below. Each Performance Warrant entitles the holder thereof to purchase one additional share of our Common Stock (each, a "Performance Warrant Share") at an exercise price of US$0.001 per Performance Warrant Share having an expiry date of five years from the date of issuance of the Performance Warrants. We relied on the exemption from the registration requirements provided by Rule 903(b) of Regulation S promulgated under the Securities Act for the issuance of the Performance Warrants to the non-U.S. persons and on Rule 506(b) of Regulation D promulgated under the Securities Act for the issuance of the Performance Warrants to the U.S. person.
6. On June 5, 2025, we issued 1,200,000 shares of Common Stock for gross proceeds of $1,200 pursuant to a private placement relying on the exemption from the registration requirements provided by Rule 506(b) of Regulation D promulgated under the Securities Act.
7. On June 7, 2025, we granted 225,000 stock options to purchase 225,000 shares of Common Stock at an exercise price of $0.40 per share and having an expiry date of June 7, 2030. We relied on the exemption from the registration requirements provided by Rule 701 under the Securities Act for the grants to U.S. persons and on Rule 903(b) of Regulation S promulgated under the Securities Act for the grant of stock options to the non-U.S. persons.
8. On June 20, 2025, we granted 150,000 restricted stock units to receive upon settlement 150,000 shares of Common Stock having a grant date fair value of $0.40 per share. We relied on the exemption from the registration requirements provided by Rule 701 under the Securities Act for the grant to the U.S. person.
9. On June 27, 2025, we granted 200,000 stock options to purchase 200,000 shares of Common Stock at an exercise price of $0.80 per share and having an expiry date June 27, 2030. We relied on the exemption from the registration requirements provided by Rule 701 under the Securities Act for the grants to the U.S. persons.
10. On September 19, 2025, we issued 2,348,136 shares of Common Stock at a price of $2.00 per share for gross proceeds of $4,696,273 pursuant to our Regulation Crowdfunding offering. In addition, we issued 46,962 shares of Common Stock to the intermediary, Equifund Crowdfunding Portal Inc. ("Equifund"), as partial compensation under the engagement agreement with Equifund. We relied upon the exemption from registration requirements of the Securities Act provided by Section 4(a)(6) of the Securities Act for the issuance of the 2,348,136 shares under the Regulation Crowdfunding offering. In addition, we relied upon the exclusion from the registration requirements of the Securities Act provided by Rule 903(b) of Regulation S promulgated under the Securities Act for the shares issued to Equifund.
11. On October 9, 2025, we issued 151,826 shares of Common Stock at a price of $2.00 per share for gross proceeds of $303,652 pursuant to our final closing under the Regulation Crowdfunding offering. In addition, we issued 3,037 shares of Common Stock to Equifund, as partial compensation under the engagement agreement with Equifund. We relied upon the exemption from registration requirements of the Securities Act provided by Section 4(a)(6) of the Securities Act for the issuance of the 151,826 shares under the Regulation Crowdfunding offering. In addition, we relied upon the exclusion from the registration requirements of the Securities Act provided by Rule 903(b) of Regulation S promulgated under the Securities Act for the shares issued to Equifund.
12. On October 28, 2025, we issued 592,514 shares of Common Stock at a deemed price of $2.00 per share pursuant to executive employment agreements, a Board member agreement and pursuant to the settlement of previously granted RSUs to a consultant. We relied upon the exemption from the registration requirements of the Securities Act provided by Rule 506(b) of Regulation D for the issuance of shares to U.S. persons, and upon the exclusion from the registration requirements of the Securities Act provided by Rule 903(b) of Regulation S for the issuance of shares to non-U.S. persons in offshore transactions.
13. On October 28, 2025, we issued 891,306 shares of Common Stock at a price of $2.30 per share for gross proceeds of $2,050,004 pursuant to a private placement. We relied upon the exemption from the registration requirements of the Securities Act provided by Rule 506(b) of Regulation D for the issuance of shares to the one U.S. person, and upon the exclusion from the registration requirements of the Securities Act provided by Rule 903(b) of Regulation S for the issuance of shares to one non-U.S. person in an offshore transaction.
14. On November 1, 2025, we granted 10,000 stock options to purchase 10,000 shares of Common Stock at an exercise price of $2.30 per share and having an expiry date November 1, 2030. We relied on the exclusion from the registration requirements of the Securities Act provided by Rule 903(b) of Regulation S for the grant to a non-U.S. person in an offshore transaction.
15. On November 14, 2025, we issued 87,956 shares of Common Stock at a price of $2.30 per share for gross proceeds of $202,299 pursuant to a private placement. We relied upon the exemption from the registration requirements of the Securities Act provided by Rule 506(b) of Regulation D for the issuance of shares to the seven U.S. persons.
The proceeds from the private placements have been used for general corporate and working capital purposes.
ITEM 16. EXHIBITS
The following exhibits are filed as part of this registration statement.
Notes:
* Filed herewith.
‡ Portions of this exhibit have been omitted.
+ Indicates a management contract or compensatory plan
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
i. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
1) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
2) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
3) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
ii. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
iii. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roanoke, State of Texas, on the 28th day of November, 2025.
| CONEXEU SCIENCES INC. By: /s/ Miles Harrison Miles Harrison President, CEO (Principal Executive Officer) and Director |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Miles Harrison as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title | Date |
| /s/ Miles Harrison Miles Harrison |
President, Chief Executive Officer (Principal Executive Officer) and Director | November 28, 2025 |
| /s/ Stephen Inouye Stephen Inouye |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer), Secretary and Treasurer |
November 28, 2025 |
| /s/ Jeff Sharpe Jeff Sharpe |
Director | November 28, 2025 |
| /s/ David Bogart David Bogart |
Director | November 28, 2025 |
| /s/ Z. Paul Lorenc Z. Paul Lorenc |
Director | November 28, 2025 |
| /s/ Sebastian Purcell Sebastian Purcell |
Director | November 28, 2025 |
| /s/ Aaron Farberg Aaron Farberg |
Director | November 28, 2025 |
Filed in the Office of
Secretary of State State Of Nevada
Business Number
E48149682025-2
Filing Number
20254840505
Filed On
4/22/2025 2:21:00 PM
Number of Pages
1
AMENDED AND RESTATED
BYLAWS
OF
CONEXEU SCIENCES INC.
TABLE OF CONTENTS
Page
ARTICLE 1
OFFICES
1.1 Business Office. The principal office and place of business of the corporation is located at 50 West Liberty Street, Suite 880, Reno, Nevada 89501. Other offices and places of business may be established from time to time by resolution of the Board of Directors or as the business of the corporation may require.
1.2 Registered Office. The registered office of the corporation, required by the Nevada Revised Statutes to be maintained in the State of Nevada, may be, but need not be, identical with the principal office in the State of Nevada, and the address of the registered office may be changed from time to time by the Board of Directors in accordance with the procedures set forth in the Nevada Revised Statutes.
ARTICLE 2
SHARES AND TRANSFER THEREOF
2.1 Regulation. The Board of Directors may make such rules and regulations as it may deem appropriate concerning the issuance, transfer and registration of certificates for shares of the corporation, including the appointment of transfer agents and registrars.
2.2 Stock Certificates: Facsimile Signatures and Validation.
(A) Ownership of stock in the corporation shall be evidenced by certificates of stock in such forms as shall be prescribed by the Board of Directors, certifying the number of shares owned by such stockholder in the corporation, and shall be under the seal of the corporation and signed by the President or the Vice-President and also by the Secretary or by an Assistant Secretary. Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk and by a registrar, then a facsimile of the signature of the officers or agents of the corporation may be printed or lithographed upon such certificate in lieu of the actual signatures.
(B) All certificates shall be consecutively numbered; the name of the person owning the shares represented thereby with the number of such shares and the date of issue shall be entered on the corporation's books; certificates shall only be printed or entered into the corporation's books in the name of the beneficial owner of the shares of the corporation's stock.
(C) In the event any officer who shall have signed, or whose facsimile signature shall have been used on, any such certificate shall cease to be such officer of the corporation, whether because of death, resignation or otherwise, before such certificate shall have been delivered by the corporation, such certificate may nevertheless be adopted by the corporation and be issued and delivered as though the person who signed such certificate or whose facsimile signature shall have been used thereon, had not ceased to be such officer of the corporation.
(D) Notwithstanding 2.2(A) above, the board of directors may authorize the issuance of uncertificated shares of some or all of the shares of any or all of its classes or series. The issuance of uncertificated shares has no effect on existing stock certificates for shares until surrendered to the corporation, or on the respective rights and obligations of the stockholders. Unless otherwise provided by a specific statute, the rights and obligations of stockholders of the same class or series of shares are identical whether or not their shares of stock are represented by certificates. Within a reasonable time after the issuance of uncertificated shares or the transfer of uncertificated shares on the books of the corporation, the corporation shall send to the stockholder of record a written statement containing the information that otherwise would be required on the stock certificates for such shares as set forth in 2.2(A) and (B) above. Within 10 days after receipt of a written request form a stockholder of record, the corporation shall send the stockholder of record a written statement confirming the information contained in the informational statement previously sent to the stockholder of record pursuant to this section.
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2.3 Fractions of Shares: Issuance: Payment of Value or Issuance of Scrip. The corporation is not obligated to, but may, execute and deliver a certificate for or including a fraction of a share. In lieu of executing and delivering a certificate for a fraction of a share, the corporation may, upon resolution of the Board of Directors:
(A) make payment to any person otherwise entitled to become a holder of a fractional share, which payment shall be in accordance with the provisions of the Nevada Revised Statutes; or
(B) execute and deliver registered or bearer scrip over the manual signature or facsimile signature of an officer of the corporation or of its agent for that purpose, exchangeable as provided on the scrip. The scrip may contain any other provisions or conditions that the corporation, by resolution of the Board of Directors, deems advisable.
2.4 Cancellation of Outstanding Certificates and Issuance of New Certificates: Order of Surrender: Penalties for Failure to Comply. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificates shall be issued in lieu thereof until the former certificate for a like number of shares shall have been surrendered and cancelled, except as hereinafter provided with respect to lost, stolen or destroyed certificates. When the Certificate or Articles of Incorporation are amended in any way affecting the statements contained in the certificates for outstanding shares, or it becomes desirable for any reason in the discretion of the Board of Directors, to cancel any outstanding certificate or shares and issue a new certificate therefor conforming to the rights of the holder, the Board of Directors shall order any holders of outstanding certificates for shares to surrender and exchange them for new certificates within a reasonable time to be fixed by the Board of Directors. Such order may provide that no holder of any such certificate so ordered to be surrendered shall be entitled to vote or to receive dividends or exercise any of the other rights of stockholders of record until he shall have complied with such order, but such order shall only operate to suspend such rights after notice and until compliance. The duty of surrender of any outstanding certificates may also be enforced by action at law.
2.5 Lost. Stolen or Destroyed Certificates. Any stockholder claiming that his certificate for shares is lost, stolen or destroyed may make an affidavit or affirmation of the fact and lodge the same with the Secretary of the corporation, accompanied by a signed application for a new certificate. Thereupon, and upon the giving of a satisfactory bond of indemnity to the corporation not exceeding an amount double the value of the shares as represented by such certificate (the necessity for such bond and the amount required to be determined by the President and Treasurer of the corporation), a new certificate may be issued of the same tenor and representing the same number, class and series of shares as were represented by the certificate alleged to be lost, stolen or destroyed.
2.6 Transfer of Shares. Subject to the terms of any stockholder agreement relating to the transfer of shares or other transfer restrictions contained in the Articles of Incorporation or authorized therein, shares of the corporation shall be transferable on the books of the corporation by the holder thereof. No transfer of stock shall be valid as against the corporation unless the certificate is delivered and surrendered to the corporation for cancellation of the certificate therefore, accompanied by an assignment or transfer by the owner therefor, made either in person or under assignment, and a new certificate shall be issued therefor. Upon such presentation and surrender of a certificate for shares properly endorsed and payment of all taxes therefor, the transferee shall be entitled to a new certificate or certificates in lieu thereof. As against the corporation, a transfer of shares can be made only on the books of the corporation and in the manner hereinabove provided, and the corporation shall be entitled to treat the holder of record of any share as the owner thereof and shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the statutes of the State of Nevada.
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2.7 Restrictions on Transfer of Shares. Subject to the limitation imposed by Section 104.8204, Nevada Revised Statutes, a written restriction on the transfer or registration of transfer of a security of the corporation may be enforced against the holder of the restricted security or any successor or transferee of the holder. A restriction on the transfer or registration of transfer of the securities of the corporation may be imposed either by the Certificate of Incorporation, the Bylaws or by an agreement among any number of security holders or between one or more such holders and the corporation. No restriction so imposed is binding with respect to securities issued prior to the adoption of the restriction, unless the holders of the securities are parties to an agreement or voted in favor of the restriction.
2.8 Transfer Agent. Unless otherwise specified by the Board of Directors by resolution, the Secretary of the corporation shall act as transfer agent of the certificates representing the shares of stock of the corporation. He shall maintain a stock transfer book, the stubs of which shall set forth among other things, the names and addresses of the holders of all issued shares of the corporation, the number of shares held by each, the certificate numbers representing such shares, the date of issue of the certificates representing such shares, and whether or not such shares originate from original issue or from transfer. Subject to Section 3.8, the names and addresses of the stockholders as they appear on the stubs of the stock transfer book shall be conclusive evidence as to who are the stockholders of record and as such entitled to receive notice of the meetings of stockholders; to vote at such meetings; to examine the list of the stockholders entitled to vote at meetings; to receive dividends; and to own, enjoy and exercise any other property or rights deriving from such shares against the corporation. Each stockholder shall be responsible for notifying the Secretary in writing of any change in his name or address and failure so to do will relieve the corporation, its directors, officers and agents, from liability for failure to direct notices or other documents, or pay over or transfer dividends or other property or rights, to a name or address other than the name and address appearing on the stub of the stock transfer book.
2.9 Close of Transfer Book and Record Date. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders, or any adjournment thereof, or stockholders entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the Board of Directors may fix a date not less than ten (10) days and not more than sixty (60) days prior to the holding of any such meeting as the day as of which stockholders entitled to notice and to vote at such meeting shall be determined; and only stockholders of record on such day shall be entitled to notice or to vote at such meeting. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof.
ARTICLE 3
STOCKHOLDERS AND MEETINGS THEREOF
3.1 Stockholders of Record. Only stockholders of record on the books of the corporation shall be entitled to be treated by the corporation as holders in fact of the shares standing in their respective names, and the corporation shall not be bound to recognize any equitable or other claim to, or interest in, any shares on the part of any other person, firm or corporation, whether or not it shall have express or other notice thereof, except as expressly provided by the laws of Nevada.
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3.2 Meetings. Meetings of stockholders shall be held at the principal office of the corporation, or at such other place, either within or without the State of Nevada, as specified from time to time by the Board of Directors. If the Board of Directors shall specify another location such change in location shall be recorded on the notice calling such meeting.
3.3 Annual Meeting. The annual meeting of stockholders of the corporation for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held on such date, and at such time and place as the Board of Directors shall designate by resolution at any time within the first twelve months following the close of the corporation's full term fiscal year. If the election of directors shall not be held within the time period designated herein for any annual meeting of the stockholders, the Board of Directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as may be convenient. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation.
3.4 Special Meetings. Special meetings of the stockholders of the corporation may be called by the Chairman of the Board of Directors or the Board of Directors.
3.5 Actions at Meetings Not Regularly Called: Ratification and Approval. Whenever all stockholders entitled to vote at any meeting consent, either by (i) a writing on the records of the meeting or filed with the Secretary; or (ii) presence at such meeting and oral consent entered on the minutes; or (iii) taking part in the deliberations at such meeting without objection; the doings of such meeting shall be as valid as if had at a meeting regularly called and noticed. At such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is-made at the time. If a meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of the meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meeting. Such consent or approval of stockholders may be made by proxy or attorney, but all such proxies and powers of attorney must be in writing.
3.6 Notice of Stockholders' Meeting: Signature: Contents, Service Waiver. The notice of stockholders meetings shall be in writing and signed by the President or a Vice President, or the Secretary, or the Assistant Secretary, or by such other person or persons as designated by the Board of Directors. Such notice shall state the purpose or purposes for which the meeting is called and the time when, and the place, which may be within or without the State of Nevada, where it is to be held. A copy of such notice shall be either delivered personally to, or shall be mailed postage prepaid to, each stockholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before such meeting. If mailed, it shall be directed to a stockholder at his address as it appears on the records of the corporation, and upon such mailing of any such notice the service thereof shall be complete, and the time of the notice shall begin to run from the date upon which such notice is deposited in the mail for transmission to such stockholder. Personal delivery of any such notice to any officer of a corporation or association, or to any member of a partnership, shall constitute delivery of such notice to such corporation, association or partnership. Notice duly delivered or mailed to a stockholder in accordance with the provisions of this section shall be deemed sufficient, and in the event of the transfer of his stock after such delivery or mailing and prior to the holding of the meeting, it shall not be necessary to deliver or mail notice of the meeting upon the transferee. Any stockholder may waive notice of any meeting by a writing signed by him, or his duly authorized attorney, either before or after the meeting. Such waiver shall be deemed equivalent to any notice required to be given pursuant to the Articles of Incorporation, the Bylaws, or the Nevada Revised Statutes.
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3.7 Consent of Stockholders' in Lieu of Meeting. Any action which may be taken by the vote of stockholders at a meeting may be taken without a meeting if authorized by the written consent of stockholders holding at least a majority of the voting power, except that:
(A) If any greater proportion of voting power is required for such action at a meeting, then the greater proportion of written consents is required; and
(B) This general provision for action by written consent does not supersede any specific provision for action by written consent contained in the Articles of Incorporation, the bylaws or the Nevada Revised Statutes. In no instance where action is authorized by written consent need a meeting of stockholders be called or noticed.
3.8 Voting Record. The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten days before such meeting of stockholders, a complete record of the stockholders entitled to vote at each meeting of stockholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. The record, for a period of ten days prior to such meeting, shall be kept on file at the principal office of the corporation, whether within or without the State of Nevada, and shall be subject to inspection by any stockholder for any purpose germane to the meeting at any time during usual business hours. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder during the whole time of the meeting for the purposes thereof. The original stock transfer books shall be the prima facie evidence as to who are the stockholders entitled to examine the record or transfer books or to vote at any meeting of stockholders.
3.9 Quorum. One-twentieth (1/20) of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of stockholders, except as otherwise provided by the Nevada Revised Statutes and the Articles of Incorporation/Articles of Domestication. In the absence of a quorum at any such meeting, a majority of the shares so represented may adjourn the meeting from time to time for a period not to exceed sixty (60) days without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.
3.10 Manner of Acting. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the vote of a greater proportion or number or voting by classes is otherwise required by statute or by the Articles of Incorporation or these Bylaws.
3.11 Stockholders' Proxies. At any meeting of the stockholders of the corporation, any stockholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. In the event that any such instrument in writing shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. No such proxy shall be valid after the expiration of six (6) months from the date of its execution, unless coupled with an interest, or unless the person executing it specifies therein the length of time for which it is to continue in force, which in no case shall exceed seven (7) years from the date of its execution. Subject to the above, any proxy duly executed is not revoked and continues in full force and effect until an instrument revoking it or a duly executed proxy bearing a later date is filed with the Secretary of the corporation.
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3.12 Voting of Shares. Unless otherwise provided by these Bylaws or the Articles of Incorporation/Articles of Domestication, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of stockholders, and each fractional share shall be entitled to a corresponding fractional vote on each such matter.
3.13 Voting by Ballot. Voting on any question or in any election may be by voice vote unless the presiding officer shall order or any stockholder shall demand that voting be by ballot.
3.14 Cumulative Voting. No stockholder shall be permitted to cumulate his votes.
ARTICLE 4
DIRECTORS, POWERS AND MEETINGS
4.1 Board Of Directors. The business and affairs of the corporation shall be managed by a board of not less than one (1) nor more than ten (10) directors who shall be natural persons of at least 18 years of age but who need not be stockholders of the corporation or residents of the State of Nevada and who shall be elected at the annual meeting of stockholders or some adjournment thereof. Directors shall hold office until the next succeeding annual meeting of stockholders and until their successors shall have been elected and shall qualify. The Board of Directors may increase or decrease the number of directors by resolution.
4.2 General Powers. The business and affairs of the corporation shall be managed by the Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders including, but without thereby limiting the generality of the foregoing, the power to create and to delegate, with power to subdelegate, any of its powers to any committee. The directors shall pass upon any and all bills or claims of officers for salaries or other compensation and, if deemed advisable, shall contract with officers, employees, directors, attorneys, accountants, and other persons to render services to the corporation. Any contractor or conveyance, otherwise lawful, made in the name of the corporation, which is authorized or ratified by the Board of Directors, or is done within the scope of the authority, actual or apparent, given by the Board of Directors, binds the corporation, and the corporation acquires rights thereunder, whether the contract is executed or is wholly or in part executory.
4.3 Performance Of Duties. A director of the corporation shall perform his duties as a director, including his duties as a member of any committee of the board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by persons and groups listed in paragraphs (A), (B), and (C) of this Section 4.3; but he shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A person who so performs his duties shall not have any liability by reason of being or having been a director of the corporation. Those persons and groups on whose information, opinions, reports, and statements a director is entitled to rely upon are:
(A) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;
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(B) Counsel, public accountants, or other persons as to matters which the director reasonably believes to be within such persons' professional or expert competence; or
(C) A committee of the board upon which he does not serve, duly designated in accordance with the provisions of the Articles of Incorporation or the Bylaws, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.
4.4 Regular Meetings. A regular, annual meeting of the Board of Directors shall be held at the same place as, and immediately after, the annual meeting of stockholders, and no notice shall be required in connection therewith. The annual meeting of the Board of Directors shall be for the purpose of electing officers and the transaction of such other business as may come before the meeting. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Nevada, for the holding of additional regular meetings without other notice than such resolution.
4.5 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Nevada, as the place for holding any special meeting of the Board of Directors called by them.
4.6 Notice. Written notice of any special meeting of directors shall be given as follows:
(A) By mail to each director at his business address at least three (3) days prior to the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid; or
(B) By personal delivery or telegram at least twenty-four (24) hours prior to the meeting to the business address of each director, or in the event such notice is given on a Saturday, Sunday or holiday, to the residence address of each director. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company.
4.7 Waiver of Notice. Whenever any notice whatever is required to be given to directors, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
4.8 Voting; Tie-Breaking Vote by Chairman. Each member of the Board of Directors shall have one vote with respect to all matters which are before the Board for a vote. Notwithstanding the foregoing sentence, however, in the event of a tie vote of directors in respect of any matter requiring the approval or authorization of a majority of directors, the Chairman of the Board of Directors shall have a tie-breaking vote (i.e., he or she shall be authorized hereby to cast two votes) such that if he or she exercises such vote the matter will be approved or disapproved, as applicable, by the Board of Directors.
4.9 Participation by Electronic Means. Unless otherwise restricted, members of the Board of Directors or any committee thereof, may participate in a meeting of such board or committee by means of a conference telephone network or a similar communications method by which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section constitutes presence in person at such meeting. Each person participating in the meeting shall sign the minutes thereof. The minutes may be signed in counterparts.
4.10 Quorum and Manner of Acting. A quorum at all meetings of the Board of Directors shall consist of a majority of the number of directors then holding office, but a smaller number may adjourn from time to time without further notice, until a quorum is secured. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by the laws of the State of Nevada or by the Articles of Incorporation or these Bylaws.
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4.11 Organization. The Board of Directors shall elect a chairman from among the directors to preside at each meeting of the Board of Directors and at all meetings of the stockholders. If there shall be no chairman present, then the President shall preside, and in his absence, any other director chosen by the Board of Directors shall preside. The Board of Directors shall elect a Secretary to record the discussions and resolutions of each meeting.
4.12 Informal Action By Directors. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof, may be taken without a meeting if a written consent thereto is signed by all the members of the board or such committee. Such written consent shall be filed with the minutes of proceedings of the board or committee.
4.13 Vacancies. Any vacancy on the Board of Directors may be filled by the affirmative vote of a majority of the directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office, and shall hold such office until his successor is duly elected and shall qualify. Any directorship to be filled by reason of an increase in the number of directors shall be filled by the affirmative vote of a majority of the directors then in office or by an election at an annual meeting, or at a special meeting of stockholders called for that purpose. A director chosen to fill a position resulting from an increase in the number of directors shall hold office only until the next election of directors by the stockholders.
4.14 Compensation. By resolution of the Board of Directors and irrespective of any personal interest of any of the members, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or both. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.
4.15 Removal of Directors. Any director may be removed by the shareholders of the voting group that elected the director, with or without cause, at a meeting called for that purpose. The notice of the meeting shall state that the purpose, or one of the purposes, of the meeting is removal of the director. A director may be removed only if the number of votes cast in favor of removal exceeds the number of votes cast against removal.
4.16 Resignations. A director of the corporation may resign at any time by giving written notice to the Board of Directors, President or Secretary of the corporation. The resignation shall take effect upon the date of receipt of such notice, or at such later time specified therein. The acceptance of such resignation shall not be necessary to make it effective, unless the resignation requires such acceptance to be effective.
ARTICLE 5
COMMITTEES
5.1 Executive Committee.
(A) The Board of Directors may appoint an executive committee consisting of such number of directors as it may appoint, to serve at the pleasure of the Board of Directors, but in any event not beyond the next annual meeting of the Board of Director. The Board of Directors may at any time, without notice, remove and replace any member of the executive committee.
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(B) Subject to the provisions of Section 4.2 of these bylaws, the executive committee shall have a charter that will be approved and revised as appropriate, from time to time by the executive committee and the Board of Directors. In general terms the functions of the executive committee shall be those as set forth in the charter.
(C) The executive committee shall meet at stated times or on notice to all by one of its number, in which notice the time and place of the meeting shall be set forth. The executive committee shall fix its own rules of procedure, and a majority shall constitute a quorum; but the affirmative vote of a majority of the whole committee shall be necessary in every case. The executive committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.
(D) Members of the executive committee, other than officers of the corporation, may receive such compensation for their services as shall be prescribed by the Board of Directors. Each member of the executive committee shall be entitled to receive from the corporation reimbursement of his expenses incurred in attending a meeting of such committee.
5.2 Audit Committee.
(A) The Board of Directors may appoint an audit committee, consisting of such number of directors as it may appoint, to serve at the pleasure of the Board of Directors, but in any event not beyond the next annual meeting of the Board of Directors. The Board of Directors may at any time, without notice, remove and replace any member of the audit committee.
(B) Subject to the provisions of Section 4.2 of these bylaws, the audit committee shall have a charter that will be approved and revised as appropriate, from time to time by the audit committee and the Board of Directors. In general terms, the functions of the audit committee shall be those as set forth in the charter.
(C) The audit committee shall meet at stated times or on notice to all by one of its number, in which notice the time and place of the meeting shall be set forth. The audit committee shall fix its own rules of procedure, and a majority shall constitute a quorum; but the affirmative vote of a majority of the whole committee shall be necessary in every case. The audit committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.
(D) Members of the audit committee, other than officers of the corporation, may receive such compensation for their services as shall be prescribed by the Board of Directors. Each member of the audit committee shall be entitled to receive from the corporation reimbursement of his expenses incurred in attending a meeting of such committee.
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5.3 Compensation Committee.
(A) The Board of Directors may appoint a compensation committee, consisting of such number of directors as it may appoint, to serve at the pleasure of the Board of Directors, but in any event not beyond the next annual meeting of the Board of Directors. The Board of Directors may at any time, without notice, remove and replace any member of the compensation committee.
(B) Subject to the provisions of Section 4.2 of these bylaws, the compensation committee shall have a charter that will be approved and revised as appropriate, from time to time by the audit committee and the Board of Directors. In general terms, the functions of the compensation committee shall be those as set forth in the charter.
(C) The compensation committee shall meet at stated times or on notice to all by one of its number, in which notice the time and place of the meeting shall be set forth. The compensation committee shall fix its own rules of procedure, and a majority shall constitute a quorum; but the affirmative vote of a majority of the whole committee shall be necessary in every case. The compensation committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.
(D) Members of the compensation committee, other than officers of the corporation, may receive such compensation for their services as shall be prescribed by the Board of Directors. Each member of the compensation committee shall be entitled to receive from the corporation reimbursement of his expenses incurred in attending a meeting of such committee.
5.4 Nominating/Governance Committee.
(A) The Board of Directors may appoint a nominating/governance committee, consisting of such number of directors as it may appoint, to serve at the pleasure of the Board of Directors, but in any event not beyond the next annual meeting of the Board of Directors. The Board of Directors may at any time, without notice, remove and replace any member of the nominating/governance committee.
(B) Subject to the provisions of Section 4.2 of these bylaws, the nominating/governance committee shall have a charter that will be approved and revised as appropriate, from time to time by the nominating/governance committee and the Board of Directors. In general terms, the functions of the nominating/governance committee shall be those as set forth in the charter.
(C) The nominating/governance committee shall meet at stated times or on notice to all by one of its number, in which notice the time and place of the meeting shall be set forth. The nominating/governance committee shall fix its own rules of procedure, and a majority shall constitute a quorum; but the affirmative vote of a majority of the whole committee shall be necessary in every case. The nominating/governance committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.
(D) Members of the nominating/governance committee, other than officers of the corporation, may receive such compensation for their services as shall be prescribed by the Board of Directors. Each member of the nominating/governance committee shall be entitled to receive from the corporation reimbursement of his expenses incurred in attending a meeting of such committee.
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ARTICLE 6
OFFICERS
6.1 Number. The officers of the corporation shall be a President, a Secretary, a Treasurer, and a registered agent, and who shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person.
6.2 Election and Term of Office. The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after the annual meeting of the stockholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as practicable. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.
6.3 Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.
6.4 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. ln the event of absence or inability of any officer to act, the Board of Directors may delegate the powers or duties of such officer to any other officer, director or person whom it may select.
6.5 Powers. The officers of the corporation shall exercise and perform the respective powers, duties and functions as are stated below, and as may be assigned to them by the Board of Directors.
(A) President. The President shall be the chief executive officer of the corporation and, subject to the control of the Board of Directors, shall have general supervision, direction and control over all of the business and affairs of the corporation. The President shall, when present, and in the absence of a Chairman of the Board, preside at all meetings of the stockholders and of the Board of Directors. The President may sign, with the Secretary or any other proper officer of the corporation authorized by the Board of Directors, certificates for shares of the corporation and deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
(B) Vice President. If elected or appointed by the Board of Directors, the Vice President (or in the event there is more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election) shall, in the absence of the President or in the event of his death, inability or refusal to act, perform all duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President may sign, with the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
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(C) Secretary. The Secretary shall: keep the minutes of the proceedings of the stockholders and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder; sign with the Chairman or Vice Chairman of the Board of Directors, or the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; have general charge of the stock transfer books of the corporation; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
(D) Assistant Secretary. The Assistant Secretary, when authorized by the Board of Directors, may sign with the Chairman or Vice Chairman of the Board of Directors or the President or a Vice President certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. An Assistant Secretary, at the request of the Secretary, or in the absence or disability of the Secretary, also may perform all of the duties of the Secretary. An Assistant Secretary shall perform such other duties as may be assigned to him by the President or by the Secretary.
(E) Treasurer. The Treasurer shall: have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws; and keep accurate books of accounts of the corporation's transactions, which shall be the property of the corporation, and shall render financial reports and statements of condition of the corporation when so requested by the Board of Directors or President. The Treasurer shall perform all duties commonly incident to his office and such other duties as may from time to time be assigned to him by the President or the Board of Directors. In the absence or disability of the President and Vice President or Vice Presidents, the Treasurer shall perform the duties of the President.
(F) Assistant Treasurer. An Assistant Treasurer may, at the request of the Treasurer, or in the absence or disability of the Treasurer, perform all of the duties of the Treasurer. He shall perform such other duties as may be assigned to him by the President or by the Treasurer.
6.6 Compensation. All officers of the corporation may receive salaries or other compensation if so ordered and fixed by the Board of Directors. The Board shall have authority to fix salaries in advance for stated periods or render the same retroactive as the Board may deem advisable. No officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.
6.7 Bonds. If the Board of Directors by resolution shall so require, any officer or agent of the corporation shall give bond to the corporation in such amount and with such surety as the Board of Directors may deem sufficient, conditioned upon the faithful performance of their respective duties and offices.
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ARTICLE 7
INDEMNIFICATION
The corporation shall, to the fullest and broadest extent permitted by law, indemnify all persons whom it may indemnify pursuant thereto. The corporation may, but shall not be obligated to, maintain insurance, at its expense, to protect itself and any other person against any liability, cost or expense. The foregoing provision of this section shall be deemed to be a contract between the corporation and each person who may be indemnified pursuant to this section at any time while this section and the relevant provisions of the General Corporation Law of Nevada and other applicable law, if any, are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts. Notwithstanding the foregoing provisions of this section, the corporation shall not indemnify persons seeking indemnity in connection with any threatened, pending or completed action, suit or proceeding voluntarily brought or threatened by such person unless such action, suit or proceeding has been authorized by a majority of the entire Board of Directors.
ARTICLE 8
DIVIDENDS
The Board of Directors from time to time may declare and the corporation may pay dividends on its outstanding shares upon the terms and conditions and in the manner provided by law and the Articles of Incorporation.
ARTICLE 9
FINANCE
9.1 Reserve Funds. The Board of Directors, in its uncontrolled discretion, may set aside from time to time, out of the net profits or earned surplus of the corporation, such sum or sums as it deems expedient as a reserve fund to meet contingencies, for equalizing dividends, for maintaining any property of the corporation, and for any other purpose.
9.2 Banking. The moneys of the corporation shall be deposited in the name of the corporation in such bank or banks or trust company or trust companies, as the Board of Directors shall designate, and may be drawn out only on checks signed in the name of the corporation by such person or persons as the Board of Directors, by appropriate resolution, may direct. Notes and commercial paper, when authorized by the Board, shall be signed in the name of the corporation by such officer or officers or agent or agents as shall be authorized from time to time.
ARTICLE 10
CONTRACTS, LOANS AND CHECKS
10.1 Execution of Contracts. Except as otherwise provided by statute or by these Bylaws, the Board of Directors may authorize any officer or agent of the corporation to enter into any contract, or execute and deliver any instrument in the name of, and on behalf of the corporation. Such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have any power to bind the corporation for any purpose, except as may be necessary to enable the corporation to carry on its normal and ordinary course of business.
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10.2 Loans. No loans shall be contracted on behalf of the corporation and no negotiable paper or other evidence of indebtedness shall be issued in its name unless authorized by the Board of Directors. When so authorized, any officer or agent of the corporation may effect loans and advances at any time for the corporation from any bank, trust company or institution, firm, corporation or individual. An agent so authorized may make and deliver promissory notes or other evidence of indebtedness of the corporation and may mortgage, pledge, hypothecate or transfer any real or personal property held by the corporation as security for the payment of such loans. Such authority, in the Board of Directors discretion, may be general or confined to specific instances.
10.3 Checks. Checks, notes, drafts and demands for money or other evidence of indebtedness issued in the name of the corporation shall be signed by such person or persons as designated by the Board of Directors and in the manner prescribed by the Board of Directors.
10.4 Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
ARTICLE 11
FISCAL YEAR
The fiscal year of the corporation shall be the year adopted by resolution of the Board of Directors.
ARTICLE 12
CORPORATE SEAL
The Board of Directors may provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words "CORPORATE SEAL."
ARTICLE 13
AMENDMENTS
Any Article or provision of these Bylaws may be altered, amended or repealed at any time, or new Bylaws may be adopted at any time, by a majority of the directors present at any meeting of the Board of Directors of the corporation at which a quorum is present, in the sole and absolute discretion of the Board of Directors.
ARTICLE 14
ADDITIONAL COMMITTEES
14.1 Appointment. Notwithstanding Article 5, the Board of Directors by resolution adopted by a majority of the full Board, may designate one or more additional committees, each committee to consist of one or more of the directors of the corporation. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.
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14.2 Authority. Any such additional committee, when the Board of Directors is not in session shall have and may exercise all of the authority of the Board of Directors except to the extent, if any, that such authority shall be limited by the resolution appointing the committee and except also that the committee shall not have the authority of the Board of Directors in reference to declaring dividends and distributions, recommending to the stockholders that the Articles of Incorporation be amended, recommending to the stockholders the adoption of a plan of merger or consolidation, filling vacancies on the Board of Directors or any committee thereof, recommending to the stockholders the sale, lease or other disposition of all or substantially all of the property and assets of the corporation otherwise than in the usual and regular course of its business, recommending to the stockholders a voluntary dissolution of the corporation or a revocation thereof, authorize or approve the issuance or reacquisition of shares, or amending the Bylaws of the corporation.
14.3 Tenure and Qualifications. Each member of such additional committee shall hold office until the next regular annual meeting of the Board of Directors following the designation of such member and until his successor is designated as a member of such committee and is elected and qualified.
14.4 Meetings. Regular meetings of any additional committee may be held without notice at such time and places as the committee may fix from time to time by resolution. Special meetings of any additional committee may be called by any member thereof upon not less than one day's notice stating the place, date and hour of the meeting, which notice may be written or oral, and if mailed, shall be deemed to be delivered when deposited in the United States mail addressed to the member of the committee at his business address. Any member of any such additional committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person. The notice of a meeting of any such additional committee need not state the business proposed to be transacted at the meeting.
14.5 Quorum. A majority of the members of a committee shall constitute a quorum for the transaction of business at any meeting thereof, and any action of such committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present.
14.6 Informal Action by a Committee. Any action required or permitted to be taken by a committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the committee entitled to vote with respect to the subject matter thereof
14.7 Vacancies. Any vacancy in a committee may be filled by a resolution adopted by a majority of the full Board of Directors.
14.8 Resignations and Removal. Any member of a committee may be removed at any time with or without cause by resolution adopted by a majority of the full Board of Directors. Any member of a committee may resign from such committee at any time by giving written notice to the President or Secretary of the corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
14.9 Procedure. A committee shall elect a presiding officer from its members and may fix its own rules of procedure which shall not be inconsistent with these Bylaws. It shall keep regular minutes of its proceedings and report the same to the Board of Directors for its information at the meeting thereof held next after the proceedings shall have been taken.
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ARTICLE 15
EMERGENCY BYLAWS
The Emergency Bylaws provided in this Article 15 shall be operative during any emergency in the conduct of the business of the corporation resulting from an attack on the United States or any nuclear or atomic disaster, notwithstanding any different provision in the preceding articles of the Bylaws or in the Articles of Incorporation of the corporation or in the Nevada Revised Statutes. To the extent not inconsistent with the provisions of this article, the Bylaws provided in the preceding articles shall remain in effect during such emergency and upon its termination the Emergency Bylaws shall cease to be operative. During any such emergency:
(A) A meeting of the Board of Directors may be called by any officer or director of the corporation. Notice of the time and place of the meeting shall be given by the person calling the meeting to such of the directors as it may be feasible to reach by any available means of communication. Such notice shall be given at such time in advance of the meeting as circumstances permit in the judgment of the person calling the meeting.
(B) At any such meeting of the Board of Directors, a quorum shall consist of the number of directors in attendance at such meeting.
(C) The Board of Directors, either before or during any such emergency, may, effective in the emergency, change the principal office or designate several alternative principal offices or regional offices, or authorize the officers so to do.
(D) The Board of Directors, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that during such an emergency any or all officers or agents of the corporation shall for any reason be rendered incapable of discharging their duties.
(E) No officer, director or employee acting in accordance with these Emergency Bylaws shall be liable except for willful misconduct. No officer, director, or employee shall be liable for any action taken by him in good faith in such an emergency in furtherance of the ordinary business affairs of the corporation even though not authorized by the Bylaws then in effect.
(F) These Emergency Bylaws shall be subject to repeal or change by further action of the Board of Directors or by action of the stockholders, but no such repeal or change shall modify the provisions of the next preceding paragraph with regard to action taken prior to the time of such repeal or change. Any amendment of these Emergency Bylaws may make any further or different provision that may be practical and necessary for the circumstances of the emergency.
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CERTIFICATE
I hereby certify that the foregoing Amended and Restated Bylaws, consisting of 17 pages, including this page, constitute the Amended and Restated Bylaws of Conexeu Sciences Inc., as in effect on November 21, 2025.
Dated: November 21, 2025
| /s/ Miles Harrison | |
| CEO | |
| /s/ Stephen Inouye | |
| Secretary |
Date November 28, 2025
Conexeu Sciences Inc.
c/o 50 West Liberty Street, Suite 880
Reno, NV 89501
Attention: Mr. Miles Harrison, President and Chief Executive Officer
Dear Sirs:
Re: Conexeu Sciences Inc. - Registration Statement on Form S-1
We have acted as counsel to Conexeu Sciences Inc. (the "Company") in connection with the Company's registration statement on Form S-1 (the "Registration Statement") dated November 28, 2025, filed with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Act"). The Registration Statement relates to the registration of the following shares of common stock of the Company for resale by the selling securityholders named in the Registration Statement (the "Selling Securityholders"):
-
750,000 shares of common stock (the "Debt Settlement Shares") issued by the Company pursuant to a debt settlement agreement dated September 15, 2024 (the "Debt Settlement Agreement");
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3,750,000 shares of common stock (the "Private Placement Shares") issued by the Company pursuant to a private placement that closed on May 16, 2025 (the "Private Placement");
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416,667 shares of common stock (together with the Debt Settlement Shares and the Private Placement Shares, the "Shares") issued by the Company pursuant to a business advisory agreement dated May 16, 2025 (the "Business Advisory Agreement");
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3,750,000 shares of common stock (the "Private Placement Warrant Shares") issuable upon the exercise of common stock purchase warrants (the "Private Placement Warrants") issued pursuant to the Private Placement on May 16, 2025; and
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416,667 shares of common stock (together with the Private Placement Warrant Shares, the "Warrant Shares") issuable upon exercise of common stock purchase warrants (together with the Private Placement Warrants, the "Warrants") issued pursuant to the Business Advisory Agreement.
In rendering this opinion set for below, we have reviewed:
- the Registration Statement;
McMillan LLP | Royal Centre, 1055 W. Georgia St., Suite 1500, PO Box 11117, Vancouver, BC, Canada V6E 4N7 | t 604.689.9111 | f 604.685.7084
Lawyers | Patent & Trade-mark Agents | Avocats | Agents de brevets et de marques de commerce
Vancouver | Calgary| Toronto | Ottawa | Montréal | mcmillan.ca
|
November 28, 2025 Page 2 |
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the Company's Articles of Incorporation as currently in effect (the "Articles of Incorporation");
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the Company's Bylaws as currently in effect (the "Bylaws");
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certain records of the Company's corporate proceedings, including resolutions of the directors approving the transactions described above;
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the Debt Settlement Agreement;
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the Business Advisory Agreement;
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the respective forms of the certificates representing the Warrants;
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an Officer's Certificate executed by Stephen Inouye, in his capacity as the Company's Chief Financial Officer, dated November 28, 2025; and
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such other documents as we have deemed relevant.
Based upon the foregoing and in reliance thereon, and subject to the qualifications and limitations set forth herein, we are of the opinion that:
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the Shares held by the Selling Securityholders are validly issued, fully paid and non-assessable shares of the Company's common stock; and
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upon exercise of the Warrants in accordance with their respective terms (including, without limitation, the payment of the applicable exercise price for the Warrant Shares), the Warrant Shares will be validly issued, fully paid and non-assessable shares of the Company's common stock.
Our opinion expressed herein is subject in all respects to the following assumptions, limitations and qualifications:
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the foregoing opinion is limited to Nevada law, including all applicable provisions of the Constitution of the State of Nevada, statutory provisions of the State of Nevada and reported judicial decisions of the courts of the State of Nevada interpreting those laws; we have not considered, and have not expressed any opinion with regard to, or as to the effect of, any other law, rule, or regulation, state or federal, applicable to the Company;
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we have assumed (i) the genuineness of all signatures on documents examined by us, (ii) the authenticity of all documents submitted to us as originals, (iii) the conformity to authentic originals of all documents submitted to us as certified, conformed, photostatic or other copies, and (iv) that the documents, in the forms submitted to us for review, have not been and will not be altered or amended in any respect; and
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November 28, 2025 Page 3 |
- we have assumed that each of the statements made and certified in the Officer's Certificate was true and correct when made, has at no time since being made and certified become untrue or incorrect, and remains true and correct on the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We also hereby consent to the use of our name under the heading "Interests of Named Experts and Counsel" in the prospectus, which forms a part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC promulgated thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable law.
Yours truly,
/s/ McMillan LLP
CERTAIN IDENTIFIED INFOMRAITON HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") dated this 13th day of November 2023.
BETWEEN:
|
CLIENT Conexeu Science Inc. (the "Client") |
|
CONSULTANT Stephen D. Inouye and SDI Consulting Inc. (the "Consultant") |
BACKGROUND:
A. The Client is of the opinion that the Consultant has the necessary qualifications, experience and abilities to provide consulting services to the Client.
B. The Consultant are agreeable to providing such consulting services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Consultant (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
SERVICES PROVIDED
1. The Client hereby agrees to engage the Consultant to provide the Client with the following services (the "Services"), which may or may not include:
a. Provide support and consulting to the Client's management as Chief Financial Officer,
b. Provide support and consulting to the Client's management as related to planning, forecasting and future business activities and development,
c. Provide to the Client management and accounting services, as needed, to fulfill the full cycle bookkeeping and accounting functions of the Client,
d. To act as the Client's representative with external government agencies in filing and reporting financial information as needed.
2. The Services will also include any other consulting or accounting services to which the Parties may agree on. The Consultant hereby agrees to provide such Services to the Client.
TERM OF AGREEMENT
3. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.
4. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 30 days' written notice to the other Party.
5. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
6. This Agreement may be terminated at any time by mutual agreement of the Parties.
7. Except as otherwise provided in this Agreement, the obligations of the Consultant will end upon the termination of this Agreement.
PERFORMANCE
8. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
CURRENCY
9. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in CAD (Canadian Dollars).
COMPENSATION
1. The Client agrees to pay the Consultant a minimum monthly retainer of $2,000 plus GST. The following rate is for the Consultant's services, $125 per hour plus GST. Billable hours will be applied against the monthly retainer, any billable hours that exceed the minimum monthly retainer dollar amount, will be added to the following month's retainer invoice. The Consultant will notify the Client when the monthly retainer has been depleted and that additional billable hours are to be incurred and will not exceed the minimum monthly retainer billing without the Client's prior approval and/or a new retainer has been provided.
2. The Client also agrees to issue 300,000 incentive options to the Consultant when the Client has implemented a Stock Option Plan. The exercise price has yet to be determined.
3. The Client will be invoiced every month and invoices are payable upon receipt.
REIMBURSEMENT OF EXPENSES
4. The Consultant will be reimbursed from time to time for reasonable and necessary expenses incurred by the Consultant in connection with providing the Services, including travel and lodging expenses and other reasonable supplies.
5. Pre-approval is required for expenses.
CONFIDENTIALITY
6. Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
7. The Consultant agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Consultant has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will end on the termination of this Agreement except in the case of any Confidential Information which is a trade secret in which case those obligations will last indefinitely.
8. All written and oral information and material disclosed or provided by the Client to the Consultant under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Consultant.
NON-COMPETITION
9. The Consultant agrees that during the Term of this agreement and for a period of 6 months after the termination of this agreement, the Consultant will not, solely or jointly with others:
a. undertake, plan, organize or be involved in any way with any business, business activity, or entity that competes with the current or anticipated business of the Client;
b. divert or attempt to divert from the Client any business the Client enjoyed, solicited, or attempted to solicit from its customers.
OWNERSHIP OF INTELLECTUAL PROPERTY
10. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
11. The Consultant may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Consultant will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.
RETURN OF PROPERTY
12. Upon the expiry or termination of this Agreement, the Consultant will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
CAPACITY/INDEPENDENT CONTRACTOR
13. In providing the Services under this Agreement it is expressly agreed that the Consultant is acting as an independent contractor and not as an employee. The Consultant and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
Consultant and its employees shall not be considered agents or employees of Company. Consultant shall have no right or authority at any time to make any contract or binding promise of any nature on behalf of Company.
Consultant is hired by Company on a non-exclusive basis and may perform Services without restriction for others simultaneously during, or at any time after, the Term of this Agreement so long as such services do not interfere with or conflict with the Consultant's obligations under this Agreement. Consultant is also free to reject or accept further assignment that Company may offer Consultant.
Consultant has the right to hire assistants as subcontractors (with the prior consent of the Company), or to use employees (with the required experience to perform the Services), to provide the Services required by this Agreement.
NOTICE
14. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:
a. Conexeu Sciences Inc.
Suite 2700, 1133 Melville Street,
Vancouver, BC V6E 4E5
b. Stephen D. Inouye and SDI Consulting Inc.
[****]
or to such other address as either Party may from time to time notify the other.
INDEMNIFICATION
15. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
MODIFICATION OF AGREEMENT
16. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
TIME OF THE ESSENCE
17. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
ASSIGNMENT
18. The Consultant will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
ENTIRE AGREEMENT
19. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
ENUREMENT
20. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
TITLES/HEADINGS
21. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
GENDER
22. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
GOVERNING LAW
23. This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia.
SEVERABILITY
24. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
WAIVER
25. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this 13th day of November 2023.
Conexeu Sciences Inc.
by its authorized signatory:
Ryan Hartwell
Dr. Ryan Hartwell, PhD
CEO
Stephen D. Inouye and SDI Consulting Inc.
by its authorized signatory:
Stephen D. Inouye
Stephen D Inouye
President
| UBC File: 14-063 |
PATENT ASSIGNMENT AGREEMENT
BETWEEN:
THE UNIVERSITY OF BRITISH COLUMBIA, a corporation continued under the University Act of British Columbia with offices at #103-6190 Agronomy Road, Vancouver, British Columbia, V6T 1Z3
("UBC")
AND
CONEXEU SCIENCES INC., a corporation incorporated under the laws of British Columbia, with a registered office at Suite 2700, 1133 Melville Street, Burrard Street, Vancouver, BC, V6E 4E5
(the "Company")
WHEREAS:
A. UBC has been engaged in research during the course of which it has invented, developed and/or acquired certain Patents (as defined below) relating to UBC UILO file 14-063 "Engineered In-situ forming composite tissue graft", which research was undertaken by Drs. Aziz Ghahary and Ryan Hartwell in the UBC Department of Surgery;
B. It is UBC's objective to exploit its technology for the public benefit, and to generate further research in a manner consistent with its status as a non-profit, tax exempt educational institution;
C. Dr. Ryan Hartwell has agreed to waive any entitlement to receive any consideration pursuant to UBC's Inventions and Discoveries Policy LR11; and
D. UBC and the Company have agreed to an assignment of UBC's right, title, and interest in the Patents from UBC to the Company on the terms and conditions set out in this Agreement.
THE PARTIES AGREE AS FOLLOWS:
1.0 DEFINITIONS
1.1 In this Agreement:
(a) "Closing Date" means the date on which the Initial Financing closes;
(b) "Initial Financing" means the completion by the Company of a financing through the sale of its Securities for an aggregate sale price of not less than $1,500,000.00 USD in gross proceeds for the Company;
(c) "Issue Date" is defined in Article 3.2;
(d) "Loan Agreement" is defined in Article 3.7(a); "Loan Amount" is defined in Article 3.7(a);
(e) "Loan Amount" is defined in Article 3.7(a);
| UBC File: 14-063 |
(f) "Non-Waiving Investigator" means Aziz Ghahary;
(g) "Patents" means collectively the rights in and to any and all inventions which are disclosed or claimed in the Canadian, U.S., and foreign patents and patent applications identified in Schedule "A" and all:
(i) counterparts, continuations, continuations-in-part, divisionals, continuing prosecution applications, and requests for continued examinations, extensions, term restorations, renewals, reissues, re-examinations, or substitutions thereof;
(ii) corresponding international patent applications;
(iii) corresponding foreign patent applications, including supplementary protection certificates and other administrative protections; and
(iv) international and foreign counterpart patents;
all of which will be deemed to be included in this definition of Patents from time to time upon creation of same;
(h) "Patent Reassignment Agreement" is defined in Article 3.7(a); "PTO Assignment" is defined in Article 2.1;
(i) "Publicly Listed" means an event upon which the Company's common shares or other securities of the Company or securities of another issuer for which common shares or other securities of the Company are exchanged, become publicly listed or quoted on a stock exchange or stock market in Canada, Asia, Australia, Europe, or the United States thereafter;
(j) "Receiving Shareholders" is defined in Article 3.4(b);
(k) "Securities" means all shares, rights to acquire shares and other securities of the Company, including without limitation all options, convertible debt, warrants, rights of conversion, and other securities or obligations of the Company to issue shares or other securities of the Company;
(l) "Shareholders Agreement" is defined in Article 3.4; and
(m) "UBC Shares" is defined in Article 3.2.
2.0 ASSIGNMENT OF THE PATENTS
2.1 Subject to the terms and conditions of this Agreement, UBC agrees to transfer, sell and assign to the Company all of UBC's right, title and interest in and to the Patents. On execution of this Agreement, UBC will sign an assignment of the Patents in the form attached as Schedule "J" (the "PTO Assignment") and UBC's lawyer (Georg Reuter at Richards Buell Sutton LLP) will deliver such PTO Assignment to the Company's lawyer (Michael Reid at DLA Piper (Canada) LLP) on a solicitor's undertaking by Mr. Reid to hold such PTO Assignment and to not release the PTO Assignment to the Company until the Company has paid to UBC the sum of $50,000 as set out in Article 3.1 below.
| UBC File: 14-063 |
2.2 Notwithstanding Article 2.1 above, the Company hereby:
(a) grants to UBC a world-wide, fully paid up, non-exclusive license to use the Patents without charge in any manner whatsoever for research, scholarly publication, educational and other non-commercial use; and
(b) acknowledges and agrees that UBC, its faculty, researchers and students, shall not be restricted from presenting at symposia, national or regional professional meetings, or from publishing in journals or other publications accounts of their research relating to the Patents.
The rights granted to UBC pursuant to this Article 2.2 are irrevocable, royalty-free and perpetual.
2.3 Company acknowledges receipt of originals or copies of all Patents and other patent prosecution documents which embody or otherwise relate to the Patents.
3.0 PAYMENT TO UBC FOR ASSIGNMENT
3.1 The Company will pay to UBC the sum of $50,000.00 within 10 days of the Closing Date, and neither all nor any portion of this payment is refundable under any circumstances.
3.2 In consideration for the assignment and transfer of the Patents set out in Article 2.1, the Company will within 10 days of execution of this Agreement, subject to receipt of a signed subscription agreement from each of UBC and the Non-Waiving Investigator in a form substantially as in Schedule "E", issue to UBC and the Non-Waiving Investigator the number of shares in the capital of the Company (the "UBC Shares") and in the ratio set out in Schedule "B", such that, following such issuance, the UBC Shares shall represent 16.5% of all issued and outstanding Securities of the Company as of the date of such issuance (the "Issue Date"), calculated on a fully-diluted basis, meaning that any and all contemplated share issuances pursuant to any options, rights of conversion, warrants, unvested or escrowed shares, or other securities or obligations of the Company to issue shares shall be included in such calculation as if such rights to acquire shares or other securities of the Company had been fully exercised, issued, vested and released from escrow (hereinafter referred to as "fully-diluted basis"). The Company will provide UBC with a capitalization table current as of the Issue Date (set out in Schedule "F") confirming to UBC's reasonable satisfaction, UBC's 16.5% shareholding on a fully-diluted basis as of the Issue Date. For the avoidance of doubt, the issuance by the Company to UBC and the Non-Waiving Investigator of the UBC Shares, together with the payment set out in Article 3.1, and the repayment of the loan under the Loan Agreement (as defined below) will represent full and final consideration for the assignment and transfer of the Patents. UBC and the Non-Waiving Investigator further acknowledge and agree that other than as set out in this Agreement, and the Shareholders Agreement (as defined below) neither of them has any right whatsoever to acquire any shares in the capital of the Company and that the Company has no obligation or commitment, and is not subject to any agreement (oral or written), to issue any shares to the Company other than as set out herein, except and to the extent provided for under this Agreement and the Shareholders' Agreement.
3.3 The Company acknowledges and agrees that:
(a) it will comply with all applicable laws and legislation with respect to the issuance of the UBC Shares;
| UBC File: 14-063 |
(b) the UBC Shares shall be deemed to be fully paid for by UBC as of the Issue Date and shall be the absolute property of UBC or the Non-Waiving Investigator, as the case may be;
(c) the UBC Shares shall be issued in the same class of shares as those held by the Company's founders; and
(d) other than any restrictions contained in the articles of the Company or shareholders' agreement to which the Company and UBC are signatories, the Company will not impose on the UBC Shares any pooling, escrow or other trading restrictions requirements, subject to applicable securities laws, exchange policies or other listing requirements, and any applicable hold periods pursuant to such laws and policies.
3.4 The Company shall use commercially reasonable efforts to ensure that on or before the Issue Date, all shareholders of the Company enter into a shareholders' agreement substantially in the form in Schedule "D" (the "Shareholders' Agreement"), including at a minimum the following terms:
(a) drag along rights requiring other shareholders to sell all but not less than all of their respective interests to a third party in the event that a majority of shareholders receive from such third party a bona fide offer to purchase all of its interest;
(b) tag along rights preventing a majority of shareholders (each a "Receiving Shareholders") from selling any shares in the capital of the Company to any third party unless the remaining shareholders are included, at such remaining shareholders' individual options, in such sale, pro rata based on the total number of shares owned by the Receiving Shareholder(S), and on the same terms and conditions as those offered to the Receiving Shareholder(s); and
(c) pre-emptive rights as set out in Article 4.3 of the Shareholder Agreement.
3.5 If the Company becomes Publicly Listed, the Company shall concurrently register the UBC Shares for sale or exchange, as the case may be.
3.6 UBC and the Non-Waiving Investigator shall be issued share certificates or notices of uncertificated shares representing the UBC Shares in their respective names as soon as practicable, but, in any event, within 7 days, following the Issue Date.
3.7 The Company will:
(a) concurrently with the execution of this Agreement, enter into a loan agreement with UBC substantially in the form in Schedule "G" (the "Loan Agreement") The Loan Agreement is for payment to UBC of UBC's external costs incurred as of the Closing Date, (which costs, as of the date of UBC's execution of this Agreement, and after deduction of the $50,000 to be repaid to UBC under Article 3.1) are currently estimated to be $136,538.99 (the "Loan Amount"). Concurrent with execution of the Loan Agreement the Company will also execute a re-assignment of the Patents to UBC in a form attached as Schedule "H" (the "Patent Reassignment Agreement") and an Escrow Agreement (attached as Schedule "I"), under which the Patent Reassignment Agreement will be held in escrow as further security for the Company's repayment of the Loan Amount to UBC in accordance with the terms of the Loan Agreement and the amount due under Article 3.1;
| UBC File: 14-063 |
(b) use commercially reasonable efforts complete the Initial Financing within 12 months of executing this Agreement and shall notify UBC, in writing, within 7 days of completion of Initial Financing;
(c) complete a business plan within 6 months of the Closing Date. The business and marketing plan will be prepared in accordance with generally accepted business practices and will be updated from time to time, but in no event less than once every calendar year. Copies of all updates of these plans will be provided to UBC in a timely manner;
(d) establish and maintain a bona fide Board of Directors with
(i) at least one director who is not an employee or officer of the Company or a relative of an employee or officer of the Company within 12 months of executing this Agreement; and
(ii) a further second such director who is not an employee or officer of the Company or a relative of an employee or officer of the Company within 24 months of executing this Agreement.
(e) until such time that the Company becomes Publicly Listed:
(i) deliver to UBC the annual budget of the Company, within 90 days after the end of each fiscal year of the Company; and
(ii) deliver to UBC financial statements, including a balance sheet and a statement of income, prepared by a reputable accounting firm within 90 days after the end of each fiscal year of the Company.
4.0 UBC'S WARRANTIES AND DISCLAIMER OF WARRANTIES
4.1 UBC hereby represents and warrants to the Company that:
(a) UBC is duly organized, validly existing and in good standing under the laws of British Columbia;
(b) as of the date of UBC's execution of this Agreement, to the best of the knowledge of UBC's technology transfer manager having responsibility for the patenting of the Patents at the UBC Industry Liaison Office, after commercially reasonable inquiry,
(i) UBC has not received any claim from any third party asserting infringement of any of such third party's intellectual property rights with respect to any inventions claimed in the Patents;
(ii) all of the individuals listed in Schedule "A" as of the date of UBC's execution of this Agreement as inventors of the Patents and who are, or have been employed by UBC, have assigned to UBC their all of their respective rights, title and interests in and to the Patents as listed in Schedule "A" as of the date of UBC's execution of this Agreement; and
| UBC File: 14-063 |
(c) the execution and delivery of this Agreement has been duly authorized by all necessary actions on the part of UBC.
4.2 Except as set out in Article 4.1, UBC makes no representations, conditions or warranties, either express or implied, regarding the Patents. Without limitation, UBC specifically disclaims any implied warranty, condition or representation that the Patents:
(a) corresponds with a particular description;
(b) is of merchantable quality;
(c) is fit for a particular purpose; or
(d) is durable for a reasonable period of time.
UBC is not liable for any loss, whether direct, consequential, incidental or special, which the Company or any third parties suffer arising from any defect, error or fault of the Patents, or its failure to perform, even if UBC is aware of the possibility of such defect, error, fault or failure. The Company acknowledges that it has been advised by UBC to undertake its own due diligence regarding the Patents.
4.3 Nothing in this Agreement:
(a) constitutes a warranty or representation by UBC as to title to the Patents or that anything made, used, sold or otherwise disposed of with respect to, or using the Patents, will not infringe the patents, copyrights, trade-marks, industrial designs or other intellectual property rights of any third parties, or any patents, copyrights, trade-marks, industrial design or other intellectual property rights owned, in whole or in part, by UBC, or licensed by UBC to any third parties;
(b) constitutes an express or implied warranty or representation by UBC that the Company has, or will have, the freedom to operate or practice the Patents, or the freedom to make, have made, use, sell or otherwise dispose of products made using the Patents;
(c) imposes an obligation on UBC to bring, prosecute or defend actions or suits against third parties for infringement of patents, copyrights, trade-marks, industrial designs or other intellectual property or contractual rights; or
(d) confers the right to use in any advertising or publicity the name of UBC or any UBC trade-marks, service mark, logo, insignia, seal, design, symbol, or device used by UBC in relation to the Patents or anything made used, sold or otherwise disposed of by the Company with respect to the Patents.
5.0 INDEMNITY AND LIMITATION OF LIABILITY
5.1 The Company indemnifies, holds harmless and defends UBC, its Board of Governors, officers, employees, faculty, students, invitees and agents against any and all claims (including all associated legal fees and disbursements actually incurred) arising out of the use, or exercise, of any rights with respect to the Patents by the Company, including without limitation against any damages or losses, whether direct, indirect, consequential, incidental or special, arising in any manner at all from or out of the use of the Patents by the Company, its customers, licensees, sublicensees, agents, collaborators, affiliates or their customers or end users.
| UBC File: 14-063 |
5.2 The Company acknowledges and agrees that:
(a) the purchase of the Patents hereunder is on an "as is" basis, and that the Company has conducted its own due diligence with respect to the Patents;
(b) UBC's total liability, whether under the express or implied terms of this Agreement, in tort (including negligence) or at common law, for any loss or damage suffered by the Company, whether direct, indirect, consequential, incidental or special, or any other similar damage that may arise or does arise from any breaches of this Agreement by UBC, its Board of Governors, officers, employees, faculty, students or agents, is limited to the amount of US$10,000.
6.0 COMPANY'S WARRANTIES
6.1 The Company hereby represents and warrants to UBC that:
(a) the Company is duly organized, validly existing and in good standing under the laws of British Columbia;
(b) the Articles of Incorporation of the Company attached hereto as Schedule "C" are correct;
(c) the Company has all necessary corporate power, authority and capacity to acquire the Patents and perform its obligations pursuant to this Agreement;
(d) the execution and delivery of this Agreement has been duly authorized by all necessary corporate action on the part of the Company; and
(e) as of the date of execution of this Agreement, the Company is not a party to, bound by or subject to any license, agreement, instrument, statute, regulation, order, judgment, decree or law which would be violated, contravened or breached by or under which any default would occur as a result of the execution of and delivery by the Company of this Agreement or the performance by the Company of any of its terms.
6.2 The representations and warranties of the Company contained in this Agreement shall survive the date of execution of this Agreement, and shall continue in full force and effect for the benefit of UBC.
7.0 NOTICES
7.1 All reports and notices or other documents that a party is required or may want to deliver to any other party will be delivered in writing either by personal delivery, commercial courier or by electronic transmission at the address for the receiving party set out in Article 7.2 or as varied by any notice. Any notice will be deemed to have been received on the date it was delivered, or, if by electronic transmission, on the day on which it is transmitted (with notice of receipt by the receiving party).
7.2 The address for delivery of notices are set out below:
If to the Company:
Conexeu Sciences Inc.
71 West 2nd Ave Suite 234,
Vancouver, BC V5Y 0J7
Telephone: 778-989-5104
Email: rhartwell@conexeu.com
| UBC File: 14-063 |
If to UBC:
The Managing Director
University - Industry Liaison Office
University of British Columbia
#103 - 6190 Agronomy Road
Vancouver, British Columbia V6T 1Z3
Telephone: (604) 822-8580
8.0 GENERAL
8.1 This Agreement is governed by, and will be construed in accordance with, the laws of British Columbia and the laws of Canada in force in that province, without regard to its conflict of law rules. All parties agree that by executing this Agreement they have attorned to the jurisdiction of the Supreme Court of British Columbia. The parties agree that the British Columbia Supreme Court has exclusive jurisdiction over this Agreement.
8.2 The Company will pay all taxes payable by the Company and any related interest or penalty designated in any manner at all and imposed as a result of the existence or operation of this Agreement including without limitation tax which the Company is required to withhold or deduct from payments to UBC. The Company will provide to UBC evidence as may be required by Canadian authorities to establish that the tax has been paid. All amounts and consideration specified as payable by the Company to UBC in this agreement are exclusive of taxes. If UBC is required to collect a tax to be paid by the Company, the Company will pay such tax to UBC on demand.
8.3 Nothing contained in this Agreement is to be deemed or construed to create between the parties a partnership or joint venture. No party has the authority to act on behalf of any other party, or to commit any other party in any manner at all or cause any other party's name to be used in any way not specifically authorized by this Agreement.
8.4 Subject to the limitations in this Agreement, this Agreement operates for the benefit of and is binding on the parties and their respective successors and permitted assigns.
8.5 No condoning, excusing or overlooking by any party of any default, breach or non-observance by any other party at any time or times regarding any terms of this Agreement operates as a waiver of that party's rights under this Agreement. A waiver of any term, or right under, this Agreement will be in writing signed by the party entitled to the benefit of that term or right, and is effective only to the extent set out in the written waiver.
8.6 No exercise of a specific right or remedy by any party precludes it from, or prejudices it in, exercising another right or pursuing another remedy or maintaining an action to which it may otherwise be entitled either at law or in equity.
| UBC File: 14-063 |
8.7 All terms which require performance by the parties after the expiry or termination of this Agreement, will remain in force despite this Agreement's expiry or termination for any reason.
8.8 Part or all of any Article that is indefinite, invalid, illegal or otherwise voidable or unenforceable may be severed and the balance of this Agreement will continue in full force and effect.
8.9 The Company acknowledges that the law firm of Richards Buell Sutton LLP has acted solely for UBC in connection with this Agreement and that all other parties have been advised to seek independent legal advice.
8.10 8This Agreement sets out the entire understanding between the parties and no changes are binding unless signed in writing by the parties to this Agreement.
8.11 Time is of the essence of this Agreement.
8.12 Unless the contrary intention appears, the singular includes the plural and vice versa and words importing a gender include other genders.
8.13 This Agreement may be signed in counterparts either through original copies or by facsimile or electronically, each of which will be deemed an original and all of which will constitute the same instrument.
| UBC File: 14-063 |
AGREED AND ACKNOWLEDGED BY THE PARTIES effective as of November __20_, 2023.
SIGNED FOR AND ON BEHALF of
THE UNIVERSITY OF BRITISH COLUMBIA
by its authorized signatory:
| /s/ Brett Sharp |
| Authorized Signatory |
| Brett Sharp Associate Director UBC UILO |
| Please print Name and Title of Signatory |
| SIGNED FOR AND ON BEHALF of CONEXEU SCIENCES INC. by its authorized signatory: |
| /s/ Ryan Hartwell |
| Authorized Signatory |
| Ryan Hartwell, Director |
| Please print Name and Title of Signatory |
| UBC File: 14-063 |
SCHEDULE "A"
DESCRIPTION OF "PATENTS"
| UBC File # | Inventor(s) | Description | Patent # |
| 14-063 | Aziz Ghahary Ryan Hartwell | Engineered In-situ forming composite tissue graft | PCT/CA2016/000032, "Engineered Tissue Substitute System", and family (US, CA, AU, EU, JP) |
| UBC File: 14-063 |
SCHEDULE "B"
SHARE ISSUANCE TO UBC AND NON-WAIVING INVESTIGATORS
| % of UBC Shares | |
| UBC | 64.52% |
| Non-Waiving Investigator | 35.48% |
| UBC File: 14-063 |
SCHEDULE "C"
ARTICLES OF INCORPORATION OF THE COMPANY
| UBC File: 14-063 |
SCHEDULE "D"
SHAREHOLDER AGREEMENT
| UBC File: 14-063 |
SCHEDULE "E"
SUBSCRIPTION AGREEMENT
| UBC File: 14-063 |
SCHEDULE "F"
CAPITALIZATION TABLE
CONEXEU SCIENCES INC - PROFORMA CAP TABLE* - 2023-11-14
| Shareholder | Class A Common |
Class B Common |
Total Shares | Percent Equity |
| RVH Ventures Ltd. (Ryan Hartwell) | 6,075,000 | - | 6,075,000 | 24.30% |
| Dr. Claudia Chavez, M.D., PhD | 1,250,000 | - | 1,250,000 | 5.00% |
| University of British Columbia | 2,661,450 | - | 2,661,450 | 10.65% |
| Dr. Aziz Ghahary | 1,463,550 | - | 1,463,550 | 5.85% |
| David Bogart | 4,250,000 | - | 4,250,000 | 17.00% |
| Michael Wright | 3,000,000 | - | 3,000,000 | 12.00% |
| N3GU Investments LP | 3,300,000 | - | 3,300,000 | 13.20% |
| Debt settlement reserve | 3,000,000 | - | 3,000,000 | 12.00% |
| 25,000,000 | - | 25,000,000 | 100.00% |
*Proforma cap table of shares issued/to be issued substantially contemporaneous with issuance of shares to UBC
| UBC File: 14-063 |
SCHEDULE "G"
LOAN AGREEMENT
| UBC File: 14-063 |
EXHIBIT "A"
PROMISSORY NOTE
| UBC File: 14-063 |
SCHEDULE "H"
PATENT REASSIGNMENT AGREEMENT
| UBC File: 14-063 |
SCHEDULE "I"
ESCROW AGREEMENT
| UBC File: 14-063 |
SCHEDULE "J"
PTO ASSIGNMENT
ESCROW AGREEMENT
BETWEEN:
CONEXEU SCIENCES INC., a corporation incorporated under the laws of British Columbia, with a registered office at Suite 2700, 1133 Melville Street, Vancouver, BC, V6E 4E5
("Conexeu")
AND:
THE UNIVERSITY OF BRITISH COLUMBIA, a corporation continued under the University Act of British Columbia with offices at #103-6190 Agronomy Road, Vancouver, BC, V6T 1Z3
("UBC")
AND:
GAVIN MANNING, an individual associated with Oyen Wiggs Green &Mutala LLP having offices at 480-601 West Cordova Street, Vancouver, BC, V6B 1G1
("UBC")
WHEREAS:
A. Conexeu and UBC have entered into a Patent Assignment Agreement dated November _20___, 2023 (the "Assignment Agreement") pursuant to which UBC has agreed to assign to Conexeu certain Patents (as defined in the Assignment Agreement) on terms that require Conexeu:
i) to pay to UBC the sum of $50,000 as reimbursement for certain external costs incurred
by UBC (the "$50,000 Payment"); and
ii) to enter into a loan agreement (the "Loan Agreement") under which Conexeu will repay
to UBC, UBC's external costs incurred as of the Closing Date (which costs, as of the date of UBC's execution of the Assignment Agreement, and after deduction of the $50,000 to be repaid to UBC under Article 3.1 of the Assignment Agreement, are estimated to be $136,538.99 plus interest (the "Loan Amount") on terms set out in the Loan Agreement;
B. As part of the security to be provided by Conexeu to UBC for the repayment of the Loan
Amount, Conexeu has agreed to execute a re-assignment of the Patents to UBC (the "Patent Reassignment Agreement") and this Escrow Agreement, under which the Patent Reassignment Agreement will be held in escrow.
C. Capitalized terms not defined in this Escrow Agreement will have the meaning ascribed to
such terms in the Assignment Agreement.
NOW THEREFORE:
1. UBC and Conexeu agree that Gavin Manning of Oyen Wiggs Green & Mutala LLP will act as the escrow agent and will hold the Patent Reassignment Agreement, as executed by Conexeu as the ASSIGNOR and UBC as the ASSIGNEE, which assigns all rights in Australian Patent 2016-214910; Canadian Patent Application 2,974,209; European Patent 3253417 with validations in: BE, CH, DE, ES, FR, GB, IE, IT, and NL; Japanese Patent: 6937696; and United States Patent No.: 10,865,811; as well as any Letters Patent and validations that may issue thereon, including any continuations, divisionals, or re-issues thereof from Conexeu to UBC (the "Patent Reassignment Agreement"), and will only release said Patent Reassignment Agreement in accordance with the terms hereof.
2. Upon the earlier of November _20___, 2027 (being the date that is 48 months following the effective date of the Assignment Agreement), or written notice by UBC to Gavin Manning that both:
a) the $50,000 Payment has been received by UBC; and
b) full repayment of the Loan Amount has been received by UBC;
then Gavin Manning will destroy the Patent Reassignment Agreement held in escrow by Gavin Manning pursuant to the terms hereof.
3. Upon written notice by UBC to Gavin Manning, that either:
a) the $50,000 Payment was not received by UBC; or
b) that there has been a default by Conexeu in repayment of the Loan Amount to UBC under the Loan Agreement;
then Gavin Manning will release the Patent Reassignment Agreement to UBC for filing in the relevant patent offices to effect a reassignment of the Patents from Conexeu to UBC.
4. Gavin Manning may transfer his responsibilities as escrow agent hereunder to another
patent lawyer at Oyen Wiggs Green & Mutala LLP, at his sole discretion, upon delivery of written notice to UBC and Conexeu. If Gavin Manning dies or is incapacitated then UBC may appoint another patent lawyer of Oyen Wiggs Green & Mutala LLP to take on his responsibilities as escrow agent hereunder, upon delivery of written notice to Conexeu.
[Signature page follows]
AGREED AND ACKNOWLEDGED BY THE PARTIES effective as of __________November 20___, 2023:
SIGNED FOR AND ON BEHALF of
THE UNIVERSITY OF BRITISH COLUMBIA
by its authorized signatory:
| /s/ Brett Sharp |
| Authorized Signatory |
| Brett Sharp Associate Director UBC UILO |
| Please print Name and Title of Signatory |
SIGNED FOR AND ON BEHALF of
Conexeu Sciences Inc.
by its authorized signatory:
| /s/ Ryan Hartwell |
| Authorized Signatory |
| Ryan Hartwell, Director |
| Please print Name and Title of Signatory |
| SIGNED, SEALED AND DELIVERED by | ) | |
| Gavin Manning in the presence of: | ) | |
| ) | ||
| ) | ||
| ) | /s/ Gavin Manning | |
| Witness Signature | ) | Gavin Manning |
| ) | ||
| Address | ) | |
| ) | ||
| ) | ||
| ) | ||
| Occupation | ) |
UBC File: 14-063
LOAN AGREEMENT
This agreement dated, November 20 , 2023 (the "Effective Date").
BETWEEN:
THE UNIVERSITY OF BRITISH COLUMBIA, a corporation continued under the University Act of British Columbia with offices at #103-6190 Agronomy Road, Vancouver, Br\itish Columbia, V6T 1Z3
(the "Lender" or "UBC")
AND:
CONEXEU SCIENCES INC., a corporation incorporated under the laws of British Columbia, with a registered office at Suite 2700, 1133 Melville Street, Vancouver, British Columbia V6E 4E5
(the "Borrower")
WHEREAS:
A. UBC has concurrently entered into a Patent Assignment Agreement of even date
with the Borrower, under the terms of which UBC has assigned certain Patents (as defined under the Patent Assignment) from UBC to the Borrower (the "Patent Assignment"); and
B. Pursuant to the terms of the Patent Assignment, the Company is required to enter
into this loan agreement, together with the Security defined under Section 1.8 below, to require the repayment of the Loan Amount (as defined under the Patent Assignment), together with accrued interest thereon, by the Company to UBC;
THIS AGREEMENT WITNESSETH that in consideration of the recitals, the mutual covenants, and for other good and valuable consideration including the advancement of the Loan from UBC to the Company, the receipt and adequacy of which is acknowledged, and intending to be legally bound hereby, the parties agree with each other as follows:
1.0 TERMS
1.1 Loan. The Borrower acknowledges and agrees that as of the Effective Date, UBC has incurred the Loan Amount with respect to the Patents in the amount of $136,538.99 (the "Loan"), which constitute a loan from UBC to the Borrower. Any terms not specifically defined herein shall have the meanings provided to them under the Patent Assignment.
1.2 Acknowledgement of Receipt and Loan. The Borrower hereby acknowledges and agrees that notwithstanding the direct advance of the Loan by the Lender to the Seller, such direct advance will constitute the making of the Loan which will remain a due and owing obligation of the Borrower following such direct advance.
1.3 Interest. The Loan shall bear interest at the rate of 15% per annum, calculated and compounded annually, not in advance from the Effective Date until repaid in full. Interest will be calculated and compounded annually before and after maturity, default and judgment, and interest will accrue on overdue interest at the same rate as on the Loan, as follows and without days of grace.
UBC File: 14-063
1.4 Security Interest in Patents. For valuable consideration and as continuing security for the payment and performance of the payment of all Indebtedness hereunder, the Borrower hereby mortgages, charges, assigns and transfers to UBC Party, and grants to UBC a continuing, specific and fixed security interest in all the Borrower's right, title and interest in and to the Patents, and all proceeds thereof. The Borrower waives all rights to receive from UBC a copy of any financing statement, financing change statement or verification statement filed or received at any time in respect of this Agreement. UBC may register a financing statement regarding this agreement under the Personal Property Security Act of British Columbia and/or under similar legislation in those jurisdictions in which the Borrower carries on business and/or has its chief place of business. The Borrower will pay for all costs associated with such registrations, and will give notice to UBC if it is carrying on business and/or locates its chief place of business in a jurisdiction outside British Columbia before starting business in that other jurisdiction.
1.5 Term. The term of the Loan shall be for 36 months, commencing on the Effective Date and ending on, November 20, 2026 (the "Maturity Date").
1.6 Repayment. The Borrower will repay to the Lender the entire balance owing on the Loan including any interest accrued thereon, and any other amounts owed to the Lender (including those under Section 4.1) arising under this Agreement (collectively, the "Indebtedness") on or before the Maturity Date.
1.7 Prepayment Privileges. The Borrower may prepay, at any time and from time to time, all or any part of the balance owing on the Indebtedness without notice, bonus or penalty.
1.8 Application of Payments. All payments received by the Lender shall be applied to Costs (as defined below), accrued interest (including default interest, if any), principal and other amounts due and payable under this Agreement in the order and manner as the Lender may determine in its absolute discretion, acting reasonably.
1.9 Security. As security for the Borrower's obligations to repay the Loan, any accrued interest or other amounts or Indebtedness outstanding hereunder from time to time, the Borrower shall concurrently enter into and deliver, or cause to be delivered, to the Lender executed versions of the following:
(a) a promissory note (the "Promissory Note") in the form attached hereto as Exhibit "A"; and
(b) a Patent Reassignment Agreement (as defined under the Patent Assignment) and an escrow agreement, under which the Patent Reassignment Agreement will be held in escrow as further security for the Company's repayment of the Indebtedness to UBC in accordance with the terms hereof;
(collectively, the "Security").
1.10 Delivery of Related Documents. The obligation of the Lender to make the Loan is subject to the following conditions:
(a) The Borrower will deliver fully executed copies of this Agreement, and the following documents to the Lender (collectively, the "Closing Documents"):
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(i) the Patent Assignment, the Shareholders Agreement and issuance of the UBC Shares to UBC and the Non-Waiving Investigator in accordance with the terms of the Patent Assignment;
(ii) the Security and any certificates, instruments and documents as required thereunder; and
(iii) any other documents reasonably requested by the Lender.
2.0 BORROWER'S REPRESENTATIONS AND WARRANTIES
2.1 The Borrower hereby represents and warrants to the Lender as follows:
(a) the Borrower is a corporation duly existing and in good standing under the laws of British Columbia, is duly registered and qualified to carry on business and has and will continue to have all requisite authority, licenses and permits to carry on its business;
(b) the Borrower has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the Closing Documents;
(c) the borrowing of money by the Borrower, the entering into of the Closing Documents, any related Security and any other agreement additional or collateral hereto, and the issue of any Security to be given hereunder does not conflict and will not conflict with, and does not result, and will not result in a breach or violation of, or constitute a default under, any of the covenants contained in any agreement to which it is or will become a party or by which it is or will become bound by any law or regulation applicable to it;
(d) the Borrower has the power and is duly authorized to borrow the moneys hereunder and to enter into, execute, deliver and perform this Agreement and the other Closing Documents;
(e) this Agreement and the other Closing Documents will constitute valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms;
(f) there are no actions, suits, investigations, judgments, executions, or proceedings pending, or to the knowledge of the Borrower, threatened, or registered against or affecting the Borrower or any of its assets, financial condition, business or operations before any court or governmental or quasi-governmental entity;
(g) the Borrower is not insolvent, nor has it committed an act of bankruptcy, proposed a compromise or arrangement to its creditors generally, had any petition for a receiving order in bankruptcy filed against it, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to have itself declared bankrupt or wound-up, had any encumbrancer take possession of any of its property, or had any execution or distress become enforceable or become levied upon any of its property; and
(F) there is no fact which the Borrower has not disclosed to the Lender in writing which materially adversely affects or may materially adversely affect the ability of the Borrower to perform its obligations under this Agreement or the related Closing Documents.
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3.0 DEFAULT AND LENDER'S RIGHTS
3.1 Lender's Rights. The Lender shall be entitled to demand payment of the entire outstanding balance of the Loan together with all unpaid interest accrued thereon if:
(a) the Borrower defaults or breaches any provision of, or obligations under, this Agreement or under any of the Closing Documents and such default or breach continues for a period of 10 business days after the Lender has provided written notice to the Borrower of any such breach or default,
(b) any representation or warranty made by the Borrower in this Agreement or in any Closing Document shall prove at any time to be materially incorrect, as of the date made;
(c) the Borrower ceases or threatens to cease to carry on business, or an order is made or an effective resolution is passed for winding up the Borrower;
(d) a receiver, receiver and manager or receiver-manager of all or any part of the Patents is appointed;
(e) without the prior written consent of the Lender, the Borrower creates or permits to exist any charge, encumbrance or lien on or claim against or any security interest in, any of the Patents which ranks or could rank in priority to or pari passu with any security interest or charge created by this Agreement;
(f) the holder of any other charge, encumbrance or lien on or claim against, or security interest in, any of the Patents does anything to enforce or realize on such charge, encumbrance, lien, claim or security interest;
(g) the Borrower makes or proposes to make a disposition of all or substantially all of its assets;
(h) without the prior written consent of the Lender, the Borrower enters into any reconstruction, reorganization, amalgamation, merger or other similar arrangement with any other person;
(i) the Borrower becomes insolvent or bankrupt or makes an assignment for the benefit of its or his creditors, or
(j) the Patents are seized under any legal process or any step is taken with respect to the Patents to enforce or realize on any encumbrance granted by the Borrower, or the Lender in good faith believes that the Patents will be sold or otherwise disposed of.
In the event of such default or breach, the entire unpaid balance of the Loan, together with unpaid interest accrued thereon from the date of default, shall become immediately due and payable, both before and after judgment, with interest accruing thereon until paid in full. In the event that the proceeds of enforcement of Security granted to the Lender are insufficient to repay the Indebtedness in full, the Lender shall have the right to seek full recovery from the Borrower for any shortfall. Without limiting the foregoing, the Lender may enforce any and all remedies available at law or equity, whether under this Agreement and any of the other Closing Documents.
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3.2 Acknowledgement of Obligations. The Borrower's obligations under this Agreement shall, to the fullest extent permitted by law, be unconditional irrespective of:
(a) the validity or enforceability, avoidance, or subordination of the Lender's security interest,
(b) the absence of any attempt to collect the Loan from the Borrower, or any other security therefor, or the absence of any other action to enforce the same,
(c) the waiver, consent, extension, forbearance, or granting of any indulgence by the Lender with respect to any provision of any instrument evidencing the Loan, or any other agreement now or hereafter executed by the Borrower and delivered to the Lender, or
(d) any other circumstances which might constitute a legal or equitable discharge or defense of the Borrower (other than actual indefeasible payment in full in cash).
3.3 The covenants, representations and warranties contained in this Agreement shall survive the execution and delivery of this Agreement and notwithstanding such execution and delivery and regardless of any investigation made by or on behalf of the Lender with respect thereto, shall continue in full force and effect until the repayment in full of all Indebtedness by the Borrower.
4.0 MISCELLANEOUS
4.1 Costs. All costs, charges and expenses (including but not limited to legal fees and disbursements on a full indemnity basis) incurred by the Lender arising out of any exercise of the Lender's remedies in connection with the Loan, including the enforcement or realization of any Security relating to the Loan, shall be paid or reimbursed by the Borrower to the Lender, which amounts shall be payable out of any funds coming into the possession of the Lender in priority to the Loan, and shall accrue interest at the same rate and in the same manner as the Loan (collectively, the "Costs").
4.2 Notice. Any notice, direction or consent under this Agreement may be given by delivering same to the parties at the addresses set out on page 1.
4.3 Enurement and Assignment. This Agreement will be binding on and enure to the benefit of the Lender, its successors and assigns and the Borrower and its successors and permitted assigns. The Borrower may not assign all or any part of its rights, title and/or interest in this Agreement without receiving the Lender's prior written consent.
4.4 Invalidity. If any part or provision of this Agreement is invalid or unenforceable it will at the election of the Lender be severed from this Agreement and the remainder will be construed as if such invalid or unenforceable part or provision had been deleted from this Agreement.
4.5 Governing Law and Jurisdiction. This Agreement and all matters arising hereunder will be governed by and construed in accordance with the laws of British Columbia without regard to its conflicts of laws rules. Any legal action or proceeding with respect to this Agreement may be brought in the courts of British Columbia.
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4.6 Inconsistencies. If there are any inconsistencies between this Agreement and the Security, this Agreement will prevail, provided that same will not limit any rights or remedies available to the Lender under the Security.
4.7 Headings. All headings in this Agreement are inserted for convenience only and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision thereof.
4.8 Independent Legal Advice. This Agreement and the Security has been prepared by Richards Buell Sutton LLP acting on behalf of the Lender. The Borrower acknowledges that it has been encouraged to and should obtain independent legal, tax and accounting advice with respect to this Agreement, the Security and other Closing Documents and has had the opportunity to do so.
4.9 Entire Agreement. This Agreement constitutes the entire agreement between the parties, and will not be amended or varied except in writing, signed by the parties hereto.
4.10 Survival of this Agreement. The provisions of this Agreement will survive the execution and delivery of the Closing Documents required by the Lender under this Agreement.
4.11 Counterparts. This Agreement may be executed in counterparts and by electronic PDF or DocuSign, each of which will be deemed to be an original and all of which will collectively constitute one and the same agreement.
The parties have caused this Agreement to be properly executed and delivered as of the Effective Date.
IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first above written.
| THE UNIVERSITY OF BRITISH | ) |
| COLUMBIA by its authorized signatory: | ) |
| ) | |
| /s/ Brett Sharp | ) |
| Authorized Signatory | ) |
| CONEXEU SCIENCES INC. by its | ) |
| authorized signatory: | ) |
| ) | |
| /s/ Ryan Hartwel | |
| Authorized Signatory | ) |
UBC File: 14-063
PROMISSORY NOTE
Maturity Date: November 20____, 2026 (the "Maturity Date")
FOR VALUE RECEIVED, the undersigned (the "Borrower") hereby promises to pay, in lawful money of Canada, to or to the order of THE UNIVERSITY OF BRITISH COLUMBIA (the "Lender"), on the Maturity Date, the sum of $136,538.99 (the "Principal"), together with interest accrued on the Principal at the rate of 15% per annum, calculated and compounded annually, not in advance, from the Effective Date until repaid in full, together with any other amounts owed to the Lender (including those under Section 4.1) arising under the Loan Agreement (collectively, the "Indebtedness"). Interest will be calculated and compounded annually, before and after maturity, default and judgment, and interest will accrue on overdue interest at the same rate as on the Loan, as follows and without days of grace. On the Maturity Date, the full amount of the Principal outstanding plus accrued but unpaid interest will become due and payable to the Lender. This Promissory Note is issued pursuant to a loan agreement dated the Effective Date, between the Lender and the Borrower (the "Loan Agreement"). If there are any inconsistencies between the terms of this Promissory Note and the terms of the Loan Agreement, the terms of the Loan Agreement will prevail. If the Borrower defaults under the terms of the Loan Agreement, the entire unpaid balance of the Indebtedness shall accelerate and become immediately due and payable to the Lender by the Borrower.
The obligation of the Borrower to make all payments under this Promissory Note is absolute and unconditional and is not, except as expressly set out in this Promissory Note, affected by any circumstance, including without limitation any set-off, compensation, counterclaim, recoupment, defence or other right which the Borrower may have against the Lender, or anyone else for any reason at all.
The Borrower may prepay the whole or any portion of the Indebtedness at any time without notice, bonus or penalty.
The Borrower hereby waives demand, presentment, notice, protest and notice of dishonour and all other notices in connection with the delivery, acceptance, performance, default or enforcement of this Promissory Note.
This Promissory Note, made in the Province of British Columbia, will be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.
This Promissory Note will enure to the benefit of the Lenders and will be binding on the Borrower and its successors.
[Signature page follows]
UBC File: 14-063
Dated as of November 20 , 2023 (the "Effective Date").
| CONEXEU SCIENCES INC. | |
| Per: | /s/ Ryan Hartwell |
| Authorized Signatory | |
| Name: Ryan Hartwell | |
| Title: Director | |
CERTAIN IDENTIFIED INFOMRAITON HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
SERVICES AGREEMENT
THIS AGREEMENT is made effective between CONEXEU SCIENCES INC. (the "Company") and the person identified below (the "Contractor", and together with the Company, the "parties", and each a "party") as of the date identified below (the "Effective Date").
Background: Company wishes to engage Contractor to perform, and Contractor wishes to perform, certain services described in the "Service Description" below on the terms and conditions set out in the attached "Terms of Service" (together, this "Agreement").
The parties agree as follows:
SERVICE DESCRIPTION
A. Contractor Information
| Contractor Name (Full Legal Name): | Claudia Chavez-Munoz |
| Principal Address (For Notice Purposes): | [****] |
| Jurisdiction of Incorporation, if applicable: | n/a |
| Contractor Contact (Name & Title): | n/a |
| Contractor Contact Phone & Email: | [****] |
B. Company Information
| Principal Address (For Notice Purposes): | c/o Suite 2700, 1133 Melville Street, Vancouver, BC V6E 4E5 |
| Jurisdiction of Incorporation: | British Columbia |
| Company Contact (Name & Title): | Michael Wright, Director & David Bogart, Director |
| Company Contact Email: | [****] |
C. Summary of Services
| Description of Services | Scope of Services | Tax Incls. | Fess |
| CMO | Provide scientific support and strategy to position the Company for success, including team building, business dev. support, research programs and budgeting, and medical affairs. Reporting to the CEO and Board of Directors. | Yes | See Payment Schedule below. the Board of Directors. |
| Effective Date: | March 1, 2024 |
| 4Term of Agreement (the "Term"): | Until terminated in accordance with the Agreement. |
| Additional Insurance, if any: | N/A |
| Required Equipment, if any: | N/A |
| Reimbursement of Expenses, if any: | Contractor will be reimbursed for expenses in accordance with Section 3.3 of the Terms of Service. |
D. Payment Schedule
| # | Payment Description | Payment Terms | Amount |
| 1 | Executive Service Fees | Contractor will invoice Company monthly, at the end of each calendar month. |
$5,000 USD per month until closing of the initial round of financing as defined by the company term sheet, the Consultant shall be entitled to a monthly consulting fee of seven thousand five-hundred dollars $7,500) USD. Taxes Inlc. |
SERVICES AGREEMENT
| 2 | Stock Options | Contractor will be eligible to participate in Company's stock option plan, as adopted an in effect from time to time (the "Stock Option Plan"). All grants of stock option made to Contractor will be made in accordance with and subject to the terms of the Stock Option Plan (including after applicable blackout periods) and subject to approval by the board of director of Company (the "Board") and any stock exchange on which Company's shares are traded. The grant of any stock options will be made at the discretion of the Board. Contractor acknowledges that the Board will be entitled to impose vesting conditions in connection with any grant of options. | TBD |
1. Entire Agreement. This Agreement, including the Service Description, the Terms of Service, and the other agreements explicitly referenced and incorporated herein, constitute the parties' entire agreement with regard to the subject matter of this Agreement. All prior and contemporaneous negotiations, understandings, proposals and agreements, whether oral or written, between the parties with regard to the subject matter of this Agreement are expressly superseded by this Agreement. Any amendment to this Agreement must be in writing and executed by both parties.
2. Acceptance and Counterparts. This Agreement is executed as of the Effective Date and may be executed in counterparts (including electronically), each of which will constitute an original and all of which taken together will constitute one and the same instrument.
[Signature page follows]
SERVICES AGREEMENT
SIGNED AND DATED with effect as of the Effective Date by and between:
| CONEXEU SCIENCES INC. | Dr. Claudia Chavez-Munoz Please print Contractor's legal name (company, etc.) |
Per: /s/ Michael Wright Authorized Signatory, please sign here Name: Michael Wright Title: Director |
Per: /s/ Claudia Chavez-Munoz Contractor, please sign here If Contractor is not an individual, please complete the following: Signatory Name: _________________________________________ Signatory Title: __________________________________________ |
| Per: /s/ David Bogart Authorized Signatory, please sign here Name: David Bogart Title: Director |
By signing above, Contractor acknowledges that Contractor has read and understood this Agreement, including the Terms of Service, and the obligations set out in it, and that Contractor has been provided with a reasonable opportunity to seek independent legal advice. If Contractor is not an individual, the person signing on behalf of Contractor represents and warrants that they have the lawful authority to bind Contractor to all of the terms of this Agreement, including the Terms of Service. |
SERVICES AGREEMENT
TERMS OF SERVICE
PART 1-PROVISION OF SERVICES
1.1 Services. Company agrees to retain Contractor, and Contractor agrees to be retained, to perform for Company those services described in the Service Description, including all services which are incidental thereto (collectively, the "Services"). Contractor will provide the Services as an independent contractor, and not as an employee, agent, partner or joint venturer. As a condition to any of Company's obligations to Contractor under this Agreement, Contractor will first obtain all Registrations (defined below) prior to performing any Services, and Contractor will continue to maintain them at all times during Contractor's engagement. Contractor will:
(a) register, maintain, and comply with any licences, registrations and other approvals required in connection with the performance of the Services by any government or regulator;
(b) obtain, maintain and comply with all necessary work permits, visas and immigration statuses necessary to perform the Services; and
(c) deliver to Company, as soon as Contractor can but in any case as Company requests, proof of the foregoing in good standing (each, a "Registration").
1.2 Performance and Quality of Service. Contractor will perform the Services as described in the Service Description, but always in a timely, competent and professional manner, and in accordance with the highest standards and practices commonly expected of qualified and experienced providers of similar services. Contractor will also comply with the policies of Company that are disclosed to Contractor from time to time. Contractor may be required to sign further documents to acknowledge having read, understood, and agreed to be bound by such policies. Contractor will be the sole provider of Services hereunder.
1.3 No Authority. In Contractor's capacity as contractor, Contractor does not have any authority to legally bind Company for any reason. To the extent that Advisor has another role with Company (such as director or officer), any authority conferred thereunder is separate herefrom.
1.4 Effort and Concurrent Work. As an independent contractor, Contractor is responsible for ensuring that Contractor dedicates appropriate attention, time and effort to deliver the Services as required. As long as Contractor is in full compliance with the terms of this Agreement, Contractor may concurrently work on projects unrelated to Company.
PART 2-TERM AND TERMINATION
2.1 Term. The Term will be as set out in the Service Description, unless terminated earlier:
(a) by mutual written agreement of the parties;
(b) by one party on notice to the other if the other party is in material breach of any of its obligations under this Agreement and such material breach has not been rectified within 15 days after the terminating party has delivered notice of the breach;
(c) by one party immediately on notice to the other (or its receiver or trustee in bankruptcy) if the other party is adjudged bankrupt, or if it makes a general assignment for the benefit of creditors, or if a receiver is appointed on account of its insolvency;
(d) by Company immediately and without notice upon any breach by Contractor of Sections 1.1(a) through 1.1(c) (inclusive), Section 1.2, Part 4, or Part 5;
(e) by Company on 90 days' notice to Contractor; or
(f) by Contractor on 90 days' notice to Company, in which case Company may waive or abridge such notice period in its sole discretion.
2.2 Effect of Termination. Any termination of this Agreement will be without prejudice to any other rights or remedies available to the terminating party and will not relieve either party of its obligations under this Agreement that have accrued up to the time of termination. Upon termination of this Agreement for any reason:
(a) Contractor will immediately cease any and all use of Company's IP Rights, including its CI, as defined and provided for herein;
(b) the parties will cooperate in good faith to bring about a smooth and orderly termination, if so requested by Company; and
(c) Company's sole liability will be to pay Contractor as provided in Part 3, within 30 days of such termination, for all Services performed to the time of termination, and Contractor will have no other claim against Company for compensation, losses, costs or damages.
2.3 Survival. All obligations and rights that, by their nature, are intended to survive the termination or expiration of this Agreement will so survive.
PART 3-FEES AND EXPENSES
3.1 Fees. In consideration for performing the Services, Company will pay Contractor those fees (the "Fees") set out in the Service Description.
3.2 Payment and Invoices. Unless otherwise specified in the Service Description, Company will pay Contractor within 30 days of receiving a valid invoice. Contractor will invoice Company in accordance with the Payment Schedule set out in the Service Description. All invoices will include a report on the Services performed together with an accounting of the time since the last invoice Contractor spent providing the Services.
3.3 Expenses. Company will reimburse Contractor, in accordance with its normal policies and practices, for reasonable out-of-pocket expenses or disbursements actually and necessarily incurred or made by Contractor in performing the Services (collectively, "Expenses"), provided that Contractor has obtain Company's written approval before incurring any expenses. For all Expenses, Contractor will supply Company with originals of receipts, invoices or statements. Contractor will furnish Company with an itemized account of the Expenses in such form or forms as may reasonably be required by Company, and at such times or intervals as may be required by Company.
SERVICES AGREEMENT
3.4 Taxes. If applicable, on request, Contractor will advise Company of Contractor's sales or service tax number (to be indicated on each invoice) and Contractor will be responsible for collecting from Company (and remitting) all applicable excise, sales, goods and services, and use taxes imposed by any federal, provincial, municipal, or other governmental authority (each an "Applicable Tax") on the Services. Company will pay all such Applicable Taxes to Contractor, inclusive of Contractor's fees, or in addition to Contractor's fees, as set out in the Service Description. Contractor will be responsible for any error or omission of Applicable Taxes on any invoice and will indemnify and hold harmless Company for any liability (including penalties and interest) that Company incurs as a result of such error or omission. If Contractor is or becomes exempt from collecting any Applicable Tax from Company (such as, for example, as a "small supplier" for the purposes of the Excise Tax Act (Canada)), Contractor will notify Company and provide evidence of such exemption that is satisfactory to Company, acting reasonably.
3.5 Withholding and Remittances. Contractor acknowledges that Contractor is acting and will act only as an independent contractor. Company will not provide any employee-like benefits or any direct or indirect compensation other than that which Company has expressly stated in this Agreement. Contractor will be responsible for collecting and remitting payments for employment insurance, workers' compensation insurance, health care insurance, social insurance, and other similar employment and tax related payments and remittances for Contractor as required by any law and Contractor will hold Company fully harmless against any liabilities or penalties incurred if Contractor fails to do so.
3.6 Payments Subject to Claims or Liens. Company's obligation to pay any Fees or reimburse any Expenses will be subject to there being no claims or liens asserted relating to the Services for which Contractor is alleged in any way to be responsible.
3.7 Set-Off. If, at any time during the Term, Contractor owes any amounts to Company, Company will have the right to set-off such amounts against the Fees and Expenses that Company owes to Contractor.
PART 4-PROTECTION OF CORPORATE INTERESTS
4.1 Definitions.
(a) "Background IP" means any Inventions, Materials or CI belonging or licensed to Company that (i) pre-exist this Agreement, (ii) were previously transferred by Contractor to Company, or (iii) were Developed by or for Company (other than by Contractor), in each case together with all IP Rights therein;
(b) "CI" means all information in any form (including visual, oral, physical, electronic and intangible forms) that is known, held, used or disclosed by or on behalf of Company in connection with its business that, at the time of its disclosure to or access by Contractor: (i) was or is not available or known to the general public; (ii) by its nature or the nature of its disclosure, was or would reasonably be known to be confidential or proprietary; or (iii) was or is marked or indicated as proprietary or confidential, and includes trade secrets, know-how, supplier and customer information (whether past, present, future and prospective), strategic plans, source code and related data, financial information, marketing information, business opportunities (including strategies and research and development), consultation records and plans, engineering data, and third party data, and Work;
(c) "Company Property" means all CI, Background IP, and Work, as well as all services and products which embody, emulate or employ any of the foregoing;
(d) "Developed" means researched, conceived, developed, created, improved, derived, acquired, reduced to practice or otherwise made, refined or brought into existence;
(e) "Inventions" means, collectively, whether patentable or not, all (i) discoveries, inventions, innovations, ideas, suggestions, technology, tests, tools, techniques, algorithms, machines, formulae, manufactures, methodologies, concepts, processes, procedures, moulds, jigs, dyes, prototypes, protocols, treatments, and developments, and (ii) know-how, revisions and improvements relating thereto;
(f) "IP Rights" means, collectively, all proprietary rights provided or recognized under patent, copyright, trade-mark, design patent, trade secret, industrial design, semi-conductor chip, or mask work law, or any other applicable statute, or otherwise arising at law or in equity anywhere in the world that may provide or recognize any right in Materials, Inventions, CI, know-how, or the expression or use thereof, including all applications, registrations, licenses, agreements, or any other evidence of a right in any of the foregoing;
(g) "Materials" means, collectively, all (i) materials in any form (including all electronic, magnetic, physical, intangible, visual and oral forms), including any reports, documents, designs, compilations, algorithms, products, works, computer programs (including all source code, object code, compilers, libraries and developer tools, and any manuals, descriptions, data files, resource files and other such materials relating thereto), studies, records, research, surveys, tools, services, patterns, compositions, technical data, devices, sketches, photographs, plans, drawings, manuals, analyses, samples, specifications, working materials, findings and (ii) revisions and improvements relating thereto; and
SERVICES AGREEMENT
(h) "Work" means all Materials and Inventions Developed by Contractor during the Term, whether or not alone or with others, during or outside working hours, or with or without specific instructions, (i) in whole or in part using (A) Company Property, (B) Company's funds, or (C) other of Company's resources, or (ii) in any way relating to (A) the present or proposed programs, services, products, or business of Company, (B) any Background IP, or (C) the Services performed by Contractor under this Agreement.
4.2 Confidentiality. Contractor will, at all times during and after the Term, protect the CI using a reasonable degree of care, and will take all reasonable steps to safeguard the CI from unauthorized disclosure. Without limiting the foregoing, Contractor will not, directly or indirectly, except for proper performance of Contractor's duties hereunder, (a) copy or reproduce any of the CI, including making any unnecessary copies on electronic devices, computers, or servers, (b) use any CI for any purpose, or (c) disclose any of the CI except strictly where necessary to individuals authorized by Company's personnel to whom Contractor reports. Such obligations do not apply to any information that, other than as a result of a breach of this Agreement, (i) is or becomes generally available to the public rightfully without restrictions of confidentiality, or (ii) becomes available to Contractor after the Term from a third party who has no obligation of confidentiality with respect thereto. If Contractor is requested or required (including, without restriction, by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or other similar process) by any law to disclose any CI, Contractor may disclose strictly that CI for which disclosure is required to comply with any such applicable law, provided that Contractor notifies Company reasonably in advance and assists Company in protecting the CI.
4.3 Ownership/IP Rights. Contractor will promptly disclose to Company, and keep Company informed of, all Work Developed during the Term, in a reasonable manner or in accordance with any applicable Company policies. Contractor agrees that Company will remain vested with all right, title and interest (including IP Rights) in and to all Company Property (including all Work). If the foregoing is not fully effective, Contractor hereby irrevocably assigns to Company or its nominee all of Contractor's right, title and interest (including all IP Rights) in and to the Company Property without further payment by Company, and this assignment includes any future-arising Company Property (which Contractor will be deemed to have automatically assigned pursuant to this written instrument as it arises). To the extent U.S. copyright laws are applicable, Company Property will be considered a work made for hire with Company the author. Contractor hereby irrevocably waives for all purposes all of Contractor's moral rights or "droits d'auteurs" in respect of the Work, in favour of the Company. Except pursuant to this Agreement, Contractor's direct or indirect exploitation (whether commercial or otherwise) of any business opportunity arising from Contractor's access, possession, use or Development of Company Property or the creation of any product or service which is based on, derived from, or uses the Company Property without Company's consent, is strictly prohibited.
4.4 Third Party Rights. Contractor will not introduce any third-party IP Right or Contractor's prior IP Rights into any Work without first having Company's written consent. Notwithstanding that, if Contractor does introduce any such third-party IP Right or its prior IP Rights into any Work, Contractor must notify Company and, regardless, will be deemed to have granted to Company a non-exclusive, royalty-free, perpetual, irrevocable, worldwide licence (with rights to sub-licence) to make, use, sell, offer, copy, distribute, improve, modify, and otherwise to Develop, practice and exploit (and to have same done) under any such IP Rights. Contractor agrees that the terms of this Agreement are also intended to apply to the CI of third parties that have entrusted such CI to Company in confidence.
4.5 Return/Destruction; Assistance. On request, Contractor will (a) return or destroy all CI, including all copies, notes, data or materials directly referring thereto or from which CI may be inferred, (b) deliver any completed or partially-completed Work, (c) not keep any originals or copies of the foregoing, including any electronic copies thereof (which Contractor will delete or destroy and thereafter will not directly or indirectly perform or permit any restoration, recovery or reconstruction thereof whether through forensics, archives or otherwise). Contractor will assist Company in every proper way, and execute all documents and take such further steps, in connection with applying for, registering, obtaining or enforcing all IP Rights in and to Company Property, together with any assignments of Company Property to Company or persons designated by it (at Company's expense only for Contractor's actual external costs on a pre-approved basis). Contractor irrevocably designates and appoints the Company and its duly authorized officers and agents as its agent and attorney-in-fact, to act for and on its behalf and stead to, in accordance with Section 4.3, execute and file any such instruments and papers and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters patent, copyright and other registrations related to all Work. This power of attorney is coupled with an interest and shall not be affected by Contractor's subsequent incapacity.
SERVICES AGREEMENT
PART 5-RESTRICTIVE COVENANTS
5.1 Restrictive Covenants. Contractor will not, directly or indirectly, without prior written consent from Company (whether individually, jointly or in conjunction with any person), in any manner (including any individual, firm, association, syndicate, company, corporation, or other business enterprise, as principal, agent, shareholder, officer, independent contractor, or in any other manner whatsoever), during the Term and for a period of one (1) year thereafter:
(a) Non-Compete - carry on, engage in, or be concerned with or interested in, anywhere in Canada or the United States, any business that is, or has any interest in any business that is, similar to or competitive with the Company's business, including discovering, developing, acquiring, marketing, promoting, selling and distributing life science technologies for tissue engineering and advanced wound care markets, provided that, notwithstanding this paragraph, (i) Contractor may purchase or hold securities of any company (including any competitive company) in aggregate representing not more than 2$ of the votes and equity attached to all issue securities of that company; and (ii) Contractor shall not be prevented from performing services for or working with The University of British Columbia;
(b) Non-Solicitation - solicit, canvass, interfere with, accepts business from, or entice away from Company, any customers, candidates, clients or suppliers of Company with whom Contractor has worked during the previous 12 months, or otherwise induce or attempt to induce any such person to reduce its business, trade, relationship, services, patronage or other benefits with Company; or
(c) No Hire - seek in any way to persuade or entice any person to terminate an employment, advisory or consulting position with Company with whom Contractor has had contact during the previous 12 months period, or hire or retain the services of any such person, provided that nothing in this paragraph shall prevent Contractor from directly or indirectly hiring or retaining any person pursuant to general, public job advertisements that are not targeted to Company's personnel.
5.2 Reasonableness. Contractor agrees that:
(a) all restrictions contained in Part 4 and this Part 5 are reasonable and valid in the circumstances and all defences to the strict enforcement thereof by Company are hereby waived by Contractor; and
(b) the restrictions contained in Part 4 and this Part 5 are each separate and distinct covenants, severable one from the other, and if any such covenant or covenants are determined to be invalid or unenforceable, such invalidity or unenforceability will attach only to the covenant or covenants as so determined and all other such covenants will continue in full force and effect.
5.3 No Publicity. Contractor shall not enter into any publicity or make any announcement with regard to this Agreement without Company's prior written consent.
PART 6 - GENERAL PROVISIONS
6.1 Insurance. During the Term and for a reasonable period of time thereafter, Contractor will obtain, maintain and provide proof (upon Company's request from time to time) commercially adequate policies of insurance covering the performance of Services under this Agreement. If the Service Description sets out any particular insurance requirements, Contractor will adhere to those.
6.2 Location and Equipment. Subject to any specific requirements as set out in the Service Description, Contractor is responsible for providing (at Contractor's own expense) a place of work that is suitable for the performance of the Services at all times, and such facilities, systems, communication devices, hardware, software and other equipment necessary to perform the Services. However, Company may temporarily provide equipment or facilities for Contractor's use in performing the Services, and if that happens Contractor will use them for the Services only, will keep them in good condition (reasonable wear and tear excepted), and will return them to Company upon its request, and in any event, when this Agreement comes to an end.
6.3 Equitable Remedies. Monetary damages for any breach of Part 4, Part 5, or Section 6.1 would be inadequate for the immediate and irreparable harm that would be suffered by Company for any such breach, and so, on any application to any applicable court, Company will be entitled to temporary or permanent injunctive or other equitable relief against Contractor without the necessity of proving actual damage and Contractor will not raise adequacy of damages as a defence.
6.4 Indemnity. Contractor will defend, indemnify, and hold harmless Company and its directors, officers, employees, representatives and agents from and against any claims, actions, losses, expenses, costs or damages of every nature and kind howsoever arising out of or related to any:
(a) claim by a third party that Company has infringed any third party IP Rights as a consequence of any Service or Work provided by Contractor;
(b) breach of Part 4 or Part 5;
(c) fraud, gross negligence or wilful misconduct of Contractor in connection with this Agreement; or
(d) breach of applicable law by Contractor.
6.5 Exclusion and Limit of Liability. Except for a contravention of law or indemnity under Section 6.4, in no event will:
(a) either party be liable for any claims made by the other for any special, indirect, incidental or consequential damages in connection with this Agreement, whether for negligence or breach of contract, including loss of business opportunities, profits or revenues, and whether or not the possibility of such damages or loss of opportunities, profits or revenues has been disclosed in advance or could have been reasonably foreseen; and
SERVICES AGREEMENT
(b) Company's liability for any and all direct damages in connection with this Agreement in aggregate exceed the total Fees actually paid or payable to Contractor under Part 3 for the Services.
6.6 Force Majeure. For the purposes of this Agreement, "Force Majeure" means an event or circumstance beyond the reasonable control of a party that prevents or delays that party's ability to perform its obligations under this Agreement, including acts of God, strikes and labour disputes, fires, floods, earthquakes, power or telecommunication failure or interruption, war, acts of terrorism, riots, declaration of emergency, pandemic, epidemic, or other outbreak of communicable disease or illness, Internet slow-downs or failures, insurrection or civil disturbances, and personal incapacity (including serious illness or death), but excludes a lack of money, credit or financing. In all cases, despite anything else in this Agreement, if Force Majeure delays or prevents a party from wholly or partly performing its obligations under this Agreement, it will be relieved of those obligations to the extent, and for the period, that it is affected by such Force Majeure, provided that it: (a) notifies the other party as soon as practicable, and (b) uses commercially reasonable efforts to mitigate the Force Majeure.
6.7 Subcontracting and Assignment. Contractor will not, without Company's prior written consent (to be granted in Company's sole discretion), subcontract, transfer or otherwise assign, in whole or in part, Contractor's rights or obligations under this Agreement. Any purported transfer or assignment without such consent will be null and void. This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective heirs, representatives, administrators, successors and permitted assigns.
6.8 Governance. If any provision of this Agreement is held invalid, illegal or unenforceable, in whole or in part, such invalidity will attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof will continue in full force and effect. This Agreement will be governed by and interpreted in accordance with the laws of British Columbia and the federal laws of Canada applicable therein without reference to its conflict of laws principles. Subject to Section 6.3, the parties irrevocably attorn to the exclusive jurisdiction of the courts of British Columbia for any and all disputes or controversies arising in connection herewith. Waivers, express or implied, will be in writing.
6.9 Notice. Every notice, request, demand or direction (each, for the purposes of this Section, a "notice") to be given pursuant to this Agreement by either party to the other will be in writing and will be deemed delivered when (a) delivered personally, (b) on the next business day after being deposited with a reputable overnight courier, (c) 48 hours after being deposited with Canada Post as registered or certified mail, postage prepaid, or (d) on the business day the recipient confirms receipt if sent by email or facsimile, in each case, addressed as above or to another address as notified hereunder from time to time.
6.10 Interpretation. In this Agreement: (a) "Section" means a section, subsection, paragraph, or sub-paragraph of this Agreement and "Part" means a captioned part of this Agreement; (b) the captions and headings used in this Agreement are for convenience only and do not constitute substantive matter and are not to be construed as interpreting the contents of this Agreement; and (c) the word "including" is not limiting, the word "or" does not imply an exclusive relationship between the matters being connected, and any word used in this Agreement is deemed to include the masculine, feminine, neuter, singular or plural form thereof as the context so requires.
6.11 Precedence. The provisions of Part 4 and Part 5 are in addition to, and are not intended to replace or conflict with, any (a) other privacy, protection of personal information, non-disclosure, or confidentiality agreements in writing between the parties and relevant to the Services or the subject matter of this Agreement or (b) common law duties of confidentiality or privacy that may be owed by one party to another. To the extent of any necessary conflict or inconsistency between the terms of such provisions with any such other agreement or common law obligations, or any other terms of this Agreement, the terms of the provisions that are most protective of a person's personal information or of Company Property will prevail to resolve such conflict or inconsistency.
END OF TERMS OF SERVICE
CERTAIN IDENTIFIED INFOMRAITON HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
SERVICE AGREEMENT
THIS AGREEMENT is made effective between CONEXEU SCIENCES INC. (the "Company") and the person identified below (the "Contractor", and together with the Company, the "parties", and each a "party" as of the date identified below (the "Effective Date").
Background: Company wishes to engage Contractor to perform, and Contractor wishes to perform, certain services described in the "Service Description" below on the terms and conditions set out in the attached "Terms of Service" (together, the "Agreement").
The parties agree as follows:
SERVICE DESCRIPTION
A. Contractor Information
| Contractor Name (Full Legal Name): | Mark Pace-Floridia |
| Principal Address (For Notice Purposes): | [****] |
| Jurisdiction of Incorporation, if applicable: | n/a |
| Contractor Contact (Name & Title): | n/a |
| Contractor Contact Phone & Email: | [****] |
B. Company Information
| Principal Address (For Notice Purposes): | c/o Suite 2700, 1133 Melville Street, Vancouver, BC V6E 4E5 |
| Jurisdiction of Incorporation: | British Columbia |
| Company Contact (Name & Title): | Michael Wright, Director & David Bogart, Director |
| Company Contact Email: | [****] & [****] |
C. Summary of Services
| Description of Services | Fees | Tax Incls. | Scope of Services | |
| Executive Services Chief Executive Officer |
See Payment Schedule below. | Yes | Management of the executive team and advisors, provide overall business, regulatory and scientific strategy to position the Company for success, including team building, finances, business development, research & development. Reporting to the Board of Directors. |
|
| Effective Date: | April 01, 2024 | |||
| Term of Agreement ("The Term") | 6 months | |||
| Additional Insurance, if any: | N/A | |||
| Required Equipment, if any: | N/A | |||
| Reimbursement of Expenses, if any: | Contractor will be reimbursed for expenses in accordance with Section 3.3 of the Terms of Service. | |||
SERVICE AGREEMENT
D. Payment Schedule
|
# |
Payment Description |
Payment Terms |
Amount |
|
1 |
Executive Service Fees |
Contractor will invoice Company monthly, at the end of each calendar month. |
$3,500 USD per month until closing of the initial round of financing as defined by the company term sheet, which amount will accrue until such closing, after which the accrued amount will be paid to the Contractor in cash and/or shares, to the discretion of the Board of Directors. |
|
2 |
Stock Options |
Contractor will be eligible to participate in Company's stock option plan, as adopted an in effect from time to time (the "Stock Option Plan"). All grants of stock option made to Contractor will be made in accordance with and subject to the terms of the Stock Option Plan (including after applicable blackout periods) and subject to approval by the board of director of Company (the "Board") and any stock exchange on which Company's shares are traded. The grant of any stock options will be made at the discretion of the Board. Contractor acknowledges that the Board will be entitled to impose vesting conditions in connection with any grant of options. |
TBD |
1. Entire Agreement. This Agreement, including the Service Description, the Terms of Service, and the other agreements explicitly referenced and incorporated herein, constitute the parties' entire agreement and with regard to the subject matter of this Agreement. All prior and contemporaneous negotiations, understandings, proposals and agreements, whether oral or written, between the parties with regard to the subject matter of this Agreement are expressly superseded by this Agreement. Any amendment to this Agreement must be in writing and executed by both parties.
2. Acceptance and Counterparts. This Agreement is executed as of the Effective Date and may be executed in counterparts (including electronically), each of which will constitute an original and all of which taken together will constitute one and the same instrument.
[Signature page follows]
SERVICE AGREEMENT
SIGNED AND DATED with effect as of the Effective Date by and between:
| CONEXEU SCIENCES INC. | Mark Pace-Floridia | |||||
| Please print Contractor's legal name (company, etc.) | ||||||
| Per: | /s/ Michael Wright | Per: | /s/ M. Pace-Floridia | |||
| Authorized Signatory, please sign here | Contractor, please sign here | |||||
| Name: | Michael Wright | If Contractor is not an individual, please complete the following: | ||||
| Title: | Director | |||||
| Signatory Name: | ||||||
| Signatory Title: | ||||||
| Per: | /s/ David Bogart | By signing above, Contractor acknowledges that Contractor has read and understood this Agreement, including the Terms of Service, and the obligations set out in it, and that Contractor has been provided with a reasonable opportunity to seek independent legal advice. If Contractor is not an individual, the person signing on behalf of Contractor represents and warrants that they have the lawful authority to bind Contractor to all of the terms of this Agreement, | ||||
| Authorized Signatory, please sign here | ||||||
| Name: | David Bogart | |||||
| Title: | Director | |||||
SERVICE AGREEMENT
TERMS OF SERVICE
PART 1-PROVISION OF SERVICES
1.1 Services. Company agrees to retain Contractor, and Contractor agrees to be retained, to perform for Company those services described in the Service Description, including all services which are incidental thereto (collectively, the "Services"). Contractor will provide the Services as an independent contractor, and not as an employee, agent, partner or joint venturer. As a condition to any of Company's obligations to Contractor under this Agreement, Contractor will first obtain all Registrations (defined below) prior to performing any Services, and Contractor will continue to maintain them at all times during Contractor's engagement. Contractor will:
(a) register, maintain, and comply with any licences, registrations and other approvals required in connection with the performance of the Services by any government or regulator;
(b) obtain, maintain and comply with all necessary work permits, visas and immigration statuses necessary to perform the Services; and
(c) deliver to Company, as soon as Contractor can but in any case as Company requests, proof of the foregoing in good standing (each, a "Registration").
1.2 Performance and Quality of Service. Contractor will perform the Services as described in the Service Description, but always in a timely, competent and professional manner, and in accordance with the highest standards and practices commonly expected of qualified and experienced providers of similar services. Contractor will also comply with the policies of Company that are disclosed to Contractor from time to time. Contractor may be required to sign further documents to acknowledge having read, understood, and agreed to be bound by such policies. Contractor will be the sole provider of Services hereunder.
1.3 No Authority. In Contractor's capacity as contractor, Contractor does not have any authority to legally bind Company for any reason. To the extent that Advisor has another role with Company (such as director or officer), any authority conferred thereunder is separate herefrom.
1.4 Effort and Concurrent Work. As an independent contractor, Contractor is responsible for ensuring that Contractor dedicates appropriate attention, time and effort to deliver the Services as required. As long as Contractor is in full compliance with the terms of this Agreement, Contractor may concurrently work on projects unrelated to Company.
PART 2-TERM AND TERMINATION
2.1 Term. The Term will be as set out in the Service Description, unless terminated earlier:
(a) by mutual written agreement of the parties;
(b) by one party on notice to the other if the other party is in material breach of any of its obligations under this Agreement and such material breach has not been rectified within 15 days after the terminating party has delivered notice of the breach;
(c) by one party immediately on notice to the other (or its receiver or trustee in bankruptcy) if the other party is adjudged bankrupt, or if it makes a general assignment for the benefit of creditors, or if a receiver is appointed on account of its insolvency;
(d) by Company immediately and without notice upon any breach by Contractor of Sections 1.1(a) through 1.1(c) (inclusive), Section 1.2, Part 4, or Part 5;
(e) by Company on 90 days' notice to Contractor; or
(f) by Contractor on 90 days' notice to Company, in which case Company may waive or abridge such notice period in its sole discretion.
2.2 Effect of Termination. Any termination of this Agreement will be without prejudice to any other rights or remedies available to the terminating party and will not relieve either party of its obligations under this Agreement that have accrued up to the time of termination. Upon termination of this Agreement for any reason:
(a) Contractor will immediately cease any and all use of Company's IP Rights, including its CI, as defined and provided for herein;
(b) the parties will cooperate in good faith to bring about a smooth and orderly termination, if so requested by Company; and
(c) Company's sole liability will be to pay Contractor as provided in Part 3, within 30 days of such termination, for all Services performed to the time of termination, and Contractor will have no other claim against Company for compensation, losses, costs or damages.
2.3 Survival. All obligations and rights that, by their nature, are intended to survive the termination or expiration of this Agreement will so survive.
PART 3-FEES AND EXPENSES
3.1 Fees. In consideration for performing the Services, Company will pay Contractor those fees (the "Fees") set out in the Service Description.
3.2 Payment and Invoices. Unless otherwise specified in the Service Description, Company will pay Contractor within 30 days of receiving a valid invoice. Contractor will invoice Company in accordance with the Payment Schedule set out in the Service Description. All invoices will include a report on the Services performed together with an accounting of the time since the last invoice Contractor spent providing the Services.
3.3 Expenses. Company will reimburse Contractor, in accordance with its normal policies and practices, for reasonable out-of-pocket expenses or disbursements actually and necessarily incurred or made by Contractor in performing the Services (collectively, "Expenses"), provided that Contractor has obtain Company's written approval before incurring any expenses. For all Expenses, Contractor will supply Company with originals of receipts, invoices or statements. Contractor will furnish Company with an itemized account of the Expenses in such form or forms as may reasonably be required by Company, and at such times or intervals as may be required by Company.
SERVICE AGREEMENT
3.4 Taxes. If applicable, on request, Contractor will advise Company of Contractor's sales or service tax number (to be indicated on each invoice) and Contractor will be responsible for collecting from Company (and remitting) all applicable excise, sales, goods and services, and use taxes imposed by any federal, provincial, municipal, or other governmental authority (each an "Applicable Tax") on the Services. Company will pay all such Applicable Taxes to Contractor, inclusive of Contractor's fees, or in addition to Contractor's fees, as set out in the Service Description. Contractor will be responsible for any error or omission of Applicable Taxes on any invoice and will indemnify and hold harmless Company for any liability (including penalties and interest) that Company incurs as a result of such error or omission. If Contractor is or becomes exempt from collecting any Applicable Tax from Company (such as, for example, as a "small supplier" for the purposes of the Excise Tax Act (Canada)), Contractor will notify Company and provide evidence of such exemption that is satisfactory to Company, acting reasonably.
3.5 Withholding and Remittances. Contractor acknowledges that Contractor is acting and will act only as an independent contractor. Company will not provide any employee-like benefits or any direct or indirect compensation other than that which Company has expressly stated in this Agreement. Contractor will be responsible for collecting and remitting payments for employment insurance, workers' compensation insurance, health care insurance, social insurance, and other similar employment and tax related payments and remittances for Contractor as required by any law and Contractor will hold Company fully harmless against any liabilities or penalties incurred if Contractor fails to do so.
3.6 Payments Subject to Claims or Liens. Company's obligation to pay any Fees or reimburse any Expenses will be subject to there being no claims or liens asserted relating to the Services for which Contractor is alleged in any way to be responsible.
3.7 Set-Off. If, at any time during the Term, Contractor owes any amounts to Company, Company will have the right to set-off such amounts against the Fees and Expenses that Company owes to Contractor.
PART 4 -PROTECTION OF CORPORATE INTERESTS
4.1 Definitions.
(a) "Background IP" means any Inventions, Materials or CI belonging or licensed to Company that (i) pre-exist this Agreement, (ii) were previously transferred by Contractor to Company, or (iii) were Developed by or for Company (other than by Contractor), in each case together with all IP Rights therein;
(b) "CI" means all information in any form (including visual, oral, physical, electronic and intangible forms) that is known, held, used or disclosed by or on behalf of Company in connection with its business that, at the time of its disclosure to or access by Contractor: (i) was or is not available or known to the general public; (ii) by its nature or the nature of its disclosure, was or would reasonably be known to be confidential or proprietary; or (iii) was or is marked or indicated as proprietary or confidential, and includes trade secrets, know-how, supplier and customer information (whether past, present, future and prospective), strategic plans, source code and related data, financial information, marketing information, business opportunities (including strategies and research and development), consultation records and plans, engineering data, and third party data, and Work;
(c) "Company Property" means all CI, Background IP, and Work, as well as all services and products which embody, emulate or employ any of the foregoing;
(d) "Developed" means researched, conceived, developed, created, improved, derived, acquired, reduced to practice or otherwise made, refined or brought into existence;
(e) "Inventions" means, collectively, whether patentable or not, all (i) discoveries, inventions, innovations, ideas, suggestions, technology, tests, tools, techniques, algorithms, machines, formulae, manufactures, methodologies, concepts, processes, procedures, moulds, jigs, dyes, prototypes, protocols, treatments, and developments, and (ii) know-how, revisions and improvements relating thereto;
(f) "IP Rights" means, collectively, all proprietary rights provided or recognized under patent, copyright, trade-mark, design patent, trade secret, industrial design, semi-conductor chip, or mask work law, or any other applicable statute, or otherwise arising at law or in equity anywhere in the world that may provide or recognize any right in Materials, Inventions, CI, know-how, or the expression or use thereof, including all applications, registrations, licenses, agreements, or any other evidence of a right in any of the foregoing;
(g) "Materials" means, collectively, all (i) materials in any form (including all electronic, magnetic, physical, intangible, visual and oral forms), including any reports, documents, designs, compilations, algorithms, products, works, computer programs (including all source code, object code, compilers, libraries and developer tools, and any manuals, descriptions, data files, resource files and other such materials relating thereto), studies, records, research, surveys, tools, services, patterns, compositions, technical data, devices, sketches, photographs, plans, drawings, manuals, analyses, samples, specifications, working materials, findings and (ii) revisions and improvements relating thereto; and
SERVICE AGREEMENT
(h) "Work" means all Materials and Inventions Developed by Contractor during the Term, whether or not alone or with others, during or outside working hours, or with or without specific instructions, (i) in whole or in part using (A) Company Property, (B) Company's funds, or (C) other of Company's resources, or (ii) in any way relating to (A) the present or proposed programs, services, products, or business of Company, (B) any Background IP, or (C) the Services performed by Contractor under this Agreement.
4.2 Confidentiality. Contractor will, at all times during and after the Term, protect the CI using a reasonable degree of care, and will take all reasonable steps to safeguard the CI from unauthorized disclosure. Without limiting the foregoing, Contractor will not, directly or indirectly, except for proper performance of Contractor's duties hereunder, (a) copy or reproduce any of the CI, including making any unnecessary copies on electronic devices, computers, or servers, (b) use any CI for any purpose, or (c) disclose any of the CI except strictly where necessary to individuals authorized by Company's personnel to whom Contractor reports. Such obligations do not apply to any information that, other than as a result of a breach of this Agreement, (i) is or becomes generally available to the public rightfully without restrictions of confidentiality, or (ii) becomes available to Contractor after the Term from a third party who has no obligation of confidentiality with respect thereto. If Contractor is requested or required (including, without restriction, by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or other similar process) by any law to disclose any CI, Contractor may disclose strictly that CI for which disclosure is required to comply with any such applicable law, provided that Contractor notifies Company reasonably in advance and assists Company in protecting the CI.
4.3 Ownership/IP Rights. Contractor will promptly disclose to Company, and keep Company informed of, all Work Developed during the Term, in a reasonable manner or in accordance with any applicable Company policies. Contractor agrees that Company will remain vested with all right, title and interest (including IP Rights) in and to all Company Property (including all Work). If the foregoing is not fully effective, Contractor hereby irrevocably assigns to Company or its nominee all of Contractor's right, title and interest (including all IP Rights) in and to the Company Property without further payment by Company, and this assignment includes any future-arising Company Property (which Contractor will be deemed to have automatically assigned pursuant to this written instrument as it arises). To the extent U.S. copyright laws are applicable, Company Property will be considered a work made for hire with Company the author. Contractor hereby irrevocably waives for all purposes all of Contractor's moral rights or "droits d'auteurs" in respect of the Work, in favour of the Company. Except pursuant to this Agreement, Contractor's direct or indirect exploitation (whether commercial or otherwise) of any business opportunity arising from Contractor's access, possession, use or Development of Company Property or the creation of any product or service which is based on, derived from, or uses the Company Property without Company's consent, is strictly prohibited.
4.4 Third Party Rights. Contractor will not introduce any third-party IP Right or Contractor's prior IP Rights into any Work without first having Company's written consent. Notwithstanding that, if Contractor does introduce any such third-party IP Right or its prior IP Rights into any Work, Contractor must notify Company and, regardless, will be deemed to have granted to Company a non-exclusive, royalty-free, perpetual, irrevocable, worldwide licence (with rights to sub-licence) to make, use, sell, offer, copy, distribute, improve, modify, and otherwise to Develop, practice and exploit (and to have same done) under any such IP Rights. Contractor agrees that the terms of this Agreement are also intended to apply to the CI of third parties that have entrusted such CI to Company in confidence.
4.5 Return/Destruction; Assistance. On request, Contractor will (a) return or destroy all CI, including all copies, notes, data or materials directly referring thereto or from which CI may be inferred, (b) deliver any completed or partially-completed Work, (c) not keep any originals or copies of the foregoing, including any electronic copies thereof (which Contractor will delete or destroy and thereafter will not directly or indirectly perform or permit any restoration, recovery or reconstruction thereof whether through forensics, archives or otherwise). Contractor will assist Company in every proper way, and execute all documents and take such further steps, in connection with applying for, registering, obtaining or enforcing all IP Rights in and to Company Property, together with any assignments of Company Property to Company or persons designated by it (at Company's expense only for Contractor's actual external costs on a pre-approved basis). Contractor irrevocably designates and appoints the Company and its duly authorized officers and agents as its agent and attorney-in-fact, to act for and on its behalf and stead to, in accordance with Section 4.3, execute and file any such instruments and papers and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters patent, copyright and other registrations related to all Work. This power of attorney is coupled with an interest and shall not be affected by Contractor's subsequent incapacity.
SERVICE AGREEMENT
PART 5-RESTRICTIVE COVENANTS
5.1 Restrictive Covenants. Contractor will not, directly or indirectly, without prior written consent from Company (whether individually, jointly or in conjunction with any person), in any manner (including any individual, firm, association, syndicate, company, corporation, or other business enterprise, as principal, agent, shareholder, officer, independent contractor, or in any other manner whatsoever), during the Term and for a period of one (1) year thereafter:
(a) Non-Compete - carry on, engage in, or be concerned with or interested in, anywhere in Canada or the United States, any business that is, or has any interest in any business that is, similar to or competitive with the Company's business, including discovering, developing, acquiring, marketing, promoting, selling and distributing life science technologies for tissue engineering and advanced wound care markets, provided that, notwithstanding this paragraph, (i) Contractor may purchase or hold securities of any company (including any competitive company) in aggregate representing not more than 2$ of the votes and equity attached to all issue securities of that company; and (ii) Contractor shall not be prevented from performing services for or working with The University of British Columbia;
(b) Non-Solicitation - solicit, canvass, interfere with, accepts business from, or entice away from Company, any customers, candidates, clients or suppliers of Company with whom Contractor has worked during the previous 12 months, or otherwise induce or attempt to induce any such person to reduce its business, trade, relationship, services, patronage or other benefits with Company; or
(c) No Hire - seek in any way to persuade or entice any person to terminate an employment, advisory or consulting position with Company with whom Contractor has had contact during the previous 12 months period, or hire or retain the services of any such person, provided that nothing in this paragraph shall prevent Contractor from directly or indirectly hiring or retaining any person pursuant to general, public job advertisements that are not targeted to Company's personnel.
5.2 Reasonableness. Contractor agrees that:
all restrictions contained in Part 4 and this Part 5 are reasonable and valid in the circumstances and all defences to the strict enforcement thereof by Company are hereby waived by Contractor; and
the restrictions contained in Part 4 and this Part 5 are each separate and distinct covenants, severable one from the other, and if any such covenant or covenants are determined to be invalid or unenforceable, such invalidity or unenforceability will attach only to the covenant or covenants as so determined and all other such covenants will continue in full force and effect.
5.3 No Publicity. Contractor shall not enter into any publicity or make any announcement with regard to this Agreement without Company's prior written consent.
PART 6 - GENERAL PROVISIONS
6.1 Insurance. During the Term and for a reasonable period of time thereafter, Contractor will obtain, maintain and provide proof (upon Company's request from time to time) commercially adequate policies of insurance covering the performance of Services under this Agreement. If the Service Description sets out any particular insurance requirements, Contractor will adhere to those.
6.2 Location and Equipment. Subject to any specific requirements as set out in the Service Description, Contractor is responsible for providing (at Contractor's own expense) a place of work that is suitable for the performance of the Services at all times, and such facilities, systems, communication devices, hardware, software and other equipment necessary to perform the Services. However, Company may temporarily provide equipment or facilities for Contractor's use in performing the Services, and if that happens Contractor will use them for the Services only, will keep them in good condition (reasonable wear and tear excepted), and will return them to Company upon its request, and in any event, when this Agreement comes to an end.
6.3 Equitable Remedies. Monetary damages for any breach of Part 4, Part 5, or Section 6.1 would be inadequate for the immediate and irreparable harm that would be suffered by Company for any such breach, and so, on any application to any applicable court, Company will be entitled to temporary or permanent injunctive or other equitable relief against Contractor without the necessity of proving actual damage and Contractor will not raise adequacy of damages as a defence.
6.4 Indemnity. Contractor will defend, indemnify, and hold harmless Company and its directors, officers, employees, representatives and agents from and against any claims, actions, losses, expenses, costs or damages of every nature and kind howsoever arising out of or related to any:
(a) claim by a third party that Company has infringed any third party IP Rights as a consequence of any Service or Work provided by Contractor;
(b) breach of Part 4 or Part 5;
(c) fraud, gross negligence or wilful misconduct of Contractor in connection with this Agreement; or
(d) breach of applicable law by Contractor.
6.5 Exclusion and Limit of Liability. Except for a contravention of law or indemnity under Section 6.4, in no event will:
(a) either party be liable for any claims made by the other for any special, indirect, incidental or consequential damages in connection with this Agreement, whether for negligence or breach of contract, including loss of business opportunities, profits or revenues, and whether or not the possibility of such damages or loss of opportunities, profits or revenues has been disclosed in advance or could have been reasonably foreseen; and
SERVICE AGREEMENT
(b) Company's liability for any and all direct damages in connection with this Agreement in aggregate exceed the total Fees actually paid or payable to Contractor under Part 3 for the Services.
6.6 Force Majeure. For the purposes of this Agreement, "Force Majeure" means an event or circumstance beyond the reasonable control of a party that prevents or delays that party's ability to perform its obligations under this Agreement, including acts of God, strikes and labour disputes, fires, floods, earthquakes, power or telecommunication failure or interruption, war, acts of terrorism, riots, declaration of emergency, pandemic, epidemic, or other outbreak of communicable disease or illness, Internet slow-downs or failures, insurrection or civil disturbances, and personal incapacity (including serious illness or death), but excludes a lack of money, credit or financing. In all cases, despite anything else in this Agreement, if Force Majeure delays or prevents a party from wholly or partly performing its obligations under this Agreement, it will be relieved of those obligations to the extent, and for the period, that it is affected by such Force Majeure, provided that it: (a) notifies the other party as soon as practicable, and (b) uses commercially reasonable efforts to mitigate the Force Majeure.
6.7 Subcontracting and Assignment. Contractor will not, without Company's prior written consent (to be granted in Company's sole discretion), subcontract, transfer or otherwise assign, in whole or in part, Contractor's rights or obligations under this Agreement. Any purported transfer or assignment without such consent will be null and void. This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective heirs, representatives, administrators, successors and permitted assigns.
6.8 Governance. If any provision of this Agreement is held invalid, illegal or unenforceable, in whole or in part, such invalidity will attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof will continue in full force and effect. This Agreement will be governed by and interpreted in accordance with the laws of British Columbia and the federal laws of Canada applicable therein without reference to its conflict of laws principles. Subject to Section 6.3, the parties irrevocably attorn to the exclusive jurisdiction of the courts of British Columbia for any and all disputes or controversies arising in connection herewith. Waivers, express or implied, will be in writing.
6.9 Notice. Every notice, request, demand or direction (each, for the purposes of this Section, a "notice") to be given pursuant to this Agreement by either party to the other will be in writing and will be deemed delivered when (a) delivered personally, (b) on the next business day after being deposited with a reputable overnight courier, (c) 48 hours after being deposited with Canada Post as registered or certified mail, postage prepaid, or (d) on the business day the recipient confirms receipt if sent by email or facsimile, in each case, addressed as above or to another address as notified hereunder from time to time.
6.10 Interpretation. In this Agreement: (a) "Section" means a section, subsection, paragraph, or sub-paragraph of this Agreement and "Part" means a captioned part of this Agreement; (b) the captions and headings used in this Agreement are for convenience only and do not constitute substantive matter and are not to be construed as interpreting the contents of this Agreement; and (c) the word "including" is not limiting, the word "or" does not imply an exclusive relationship between the matters being connected, and any word used in this Agreement is deemed to include the masculine, feminine, neuter, singular or plural form thereof as the context so requires.
6.11 Precedence. The provisions of Part 4 and Part 5 are in addition to, and are not intended to replace or conflict with, any (a) other privacy, protection of personal information, non-disclosure, or confidentiality agreements in writing between the parties and relevant to the Services or the subject matter of this Agreement or (b) common law duties of confidentiality or privacy that may be owed by one party to another. To the extent of any necessary conflict or inconsistency between the terms of such provisions with any such other agreement or common law obligations, or any other terms of this Agreement, the terms of the provisions that are most protective of a person's personal information or of Company Property will prevail to resolve such conflict or inconsistency.
END OF TERMS OF SERVICE
CERTAIN IDENTIFIED INFOMRAITON HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
SERVICES AGREEMENT
THIS AGREEMENT is made effective between CONEXEU SCIENCES INC. (the "Company" or "CXU") and the person identified below (the "Contractor", and together with the Company, the "parties", and each a "party") as of the date identified below (the "Effective Date").
Background: Company wishes to engage Contractor to perform, and Contractor wishes to perform, certain services described in the "Service Description" below on the terms and conditions set out in the attached "Terms of Service" (together, this "Agreement").
The parties agree as follows:
DESCRIPTION
A. Contractor Information
| Contractor Name (Full Legal Name): | Critical Mass Scientific Strategy Consultants LLC |
| Principal Address (For Notice Purposes): | Address: [****] |
| Jurisdiction of Incorporation, if applicable: | n/a |
| Contractor Contact (Name & Title): | Brian Pilcher, principal |
| Contractor Contact Phone & Email: | Phone: [****] Email: [****] |
| Role and Title | President & Chief Medical Officer |
B. Conexeu Information
| Principal Address (For Notice Purposes): | c/o 1055 W Georgia St., #1500, Vancouver, BC, V6E 4N7 |
| Jurisdiction of Incorporation: | British Columbia |
| Company Contact (Name & Title): | Michael Wright, Director & David Bogart, Director |
| Company Contact Email: | [****] and [****] |
C. Summary of Services
| Description of Services | Scope of Services | Tax Incls. | Fees |
| Critical Mass Medical Affairs & Scientific Strategy |
Provide strategic direction, scientific support, business dev. support, research programs, budgeting, medical affairs and position the Company for success. Reporting to the CEO and Board of Directors. |
Yes | See Payment Schedule below. |
| Effective Date: | April 01, 2025 |
| Term of Agreement (the "Term"): | End six (6) months after the effective date. |
| Additional Insurance, if an | N/A |
| Required Equi ment, if an | N/A |
| Reimbursement of Expenses, if any: | Contractor will be reimbursed for pre-approved expenses in accordance with Section 3.3 of the Terms of Service. |
D. Payment Schedule
| # | Description | Payment Terms | Amount |
| 1 | The Contractor will fill the position of President and the position of Chief Medical Officer. | Contractor will invoice Company monthly, on reception of an invoice at the end of each calendar month. | $10,000 USD per month. It is understood that |
| 2 | Stock Options | The options will be released to the contractor upon completion of the mandate or any such time prior to the discretion of the B.O.D. The options will have a pre-consolidation (4:1) strike price of $0,10 USD and will expire 24months from the date granted. | Four hundred thousand (400,000) options pre-consolidation of the contemplated 4:1 consolidation of the Company sharers. |
SERVICES AGREEMENT
TERMS OF SERVICE
PART I-PROVISION OF SERVICES
1.1 Services. Company agrees to retain Contractor, and Contractor agrees to be retained, to perform for Company those services described in the Service Description, including all services which are incidental thereto (collectively, the "Services"). Contractor will provide the Services as an independent contractor, and not as an employee, agent, partner or joint venturer. As a condition to any of Company's obligations to Contractor under this Agreement, Contractor will first obtain all Registrations (defined below) prior to performing any Services, and Contractor will continue to maintain them at all times during Contractor's engagement. Contractor will:
(a) register, maintain, and comply with any licences, registrations and other approvals required in connection with the performance of the Services by any government or regulator;
(b) obtain, maintain and comply with all necessary work permits, visas and immigration statuses necessary to perform the Services; and
(c) deliver to Company, as soon as Contractor can but in any case as Company requests, proof of the foregoing in good standing (each, a "Registration").
1.2 Performance and Quality of Service. Contractor will perform the Services as described in the Service Description, but always in a timely, competent and professional manner, 
and in accordance with the highest standards and practices commonly expected of qualified and experienced providers of similar services. Contractor will also comply with the policies of Company that are disclosed to Contractor from time to time.
Contractor may be required to sign further documents to 
acknowledge having read, understood, and agreed to be bound by such policies. Contractor will be the sole provider of Services hereunder.
1.3 No Authority. In Contractor's capacity as contractor, Contractor does not have any authority to legally bind Company for any reason. To the extent that Advisor has another role with Company (such as director or officer), any authority conferred thereunder is separate herefrom.
1.4 Effort and Concurrent Work. As an independent contractor, Contractor is responsible for ensuring that Contractor dedicates appropriate attention, time and effort to deliver the Services as required. As long as Contractor is in full compliance with the terms of this Agreement, Contractor may concurrently work on projects unrelated to Company.
PART 2-TERM AND TERMINATION
2.1 Term. The Term will be as set out in the Service Description, unless terminated earlier;
(a) by mutual written agreement of the parties;
(b) by one party on notice to the other if the other party is in material breach of any of its obligations under this Agreement and such material breach has not been rectified within 15 days after the terminating party has delivered notice of the breach;
(c) by one party immediately on notice to the other (or its receiver or trustee in bankruptcy) if the other party is adjudged bankrupt, or if it makes a general assignment for the benefit of creditors, or if a receiver is appointed on account of its insolvency;
(d) by Company immediately and without notice upon any breach by Contractor of Sections 1.1(a) through 1.1(c) (inclusive), Section 1.2, Part 4, or Part 5;
(e) by Company on 30 days' notice to Contractor; or
(f) by Contractor on 30 days' notice to Company, in which case Company may waive or abridge such notice period in its sole discretion.
2.2 Effect of Termination. Any termination of this Agreement will be without prejudice to any other rights or remedies available to the terminating party and will not relieve either party of its obligations under this Agreement that have accrued up to the time of termination. Upon termination of this Agreement for any reason:
(a) Contractor will immediately cease any and all use of Company's IP Rights, including its Cl, as defined and provided for herein;
(b) the parties will cooperate in good faith to bring about 
a smooth and orderly termination, if so requested by Company; and
(c) Company's sole liability will be to pay Contractor as 
provided in Part 3, within 30 days of such termination, for 
all Services performed to the time of termination, and
Contractor will have no other claim against Company for compensation, losses, costs or damages.
2.3 Survival. All obligations and rights that, by their nature, are intended to survive the termination or expiration of this Agreement will so survive.
PART 3-FEES AND EXPENSES
3.1 Fees. In consideration for performing the Services, Company will pay Contractor those fees (the "Fees") set out in the Service Description.
3.2 Payment and Invoices. Unless otherwise specified in the Service Description, Company will pay Contractor within 30 days of receiving a valid invoice. Contractor will invoice Company in accordance with the Payment Schedule set out in the Service Description. All invoices will include a report on the Services performed together with an accounting of the time since the last invoice Contractor spent providing the Services.
3.3 Expenses. Company will reimburse Contractor, in accordance with its normal policies and practices, for reasonable out-of-pocket expenses or disbursements actually and necessarily incurred or made by Contractor in performing the Services (collectively, "Expenses"), provided that Contractor has obtain Company's written approval before incurring any expenses. For all Expenses, Contractor will supply Company with originals of receipts, invoices or statements. Contractor will furnish Company with an itemized account of the Expenses in such form or forms as may reasonably be required by Company, and at such times or intervals as may be required by Company.
3.4 Taxes. If applicable, on request, Contractor will advise Company of Contractor's sales or service tax number (to be indicated on each invoice) and Contractor will be responsible for collecting from Company (and remitting) all applicable excise, sales, goods and services, and use taxes imposed by any federal, provincial, municipal, or other governmental authority (each an "Applicable Tax") on the Services. Company will pay all such Applicable Taxes to Contractor, inclusive of Contractor's fees, or in addition to Contractor's fees, as set out in the Service Description. Contractor will be responsible for any error or omission of Applicable Taxes on any invoice and will indemnify and hold harmless Company for any liability (including penalties and interest) that Company incurs as a result of such error or omission. If Contractor is or becomes exempt from collecting any Applicable Tax from Company (such as, for example, as a "small supplier" for the purposes of the Excise Tax Act (Canada)), Contractor will notify Company 
and provide evidence of such exemption that is satisfactory to Company, acting reasonably.
3.5 Withholding and Remittances. Contractor acknowledges that Contractor is acting and will act only as an independent contractor. Company will not provide any employee-like benefits or any direct or indirect compensation other than that which Company has expressly stated in this Agreement. Contractor will be responsible for collecting and remitting payments for employment insurance, workers' compensation insurance, health care insurance, social insurance, and other similar employment and tax related payments and remittances for Contractor as required by any law and Contractor will hold Company fully harmless against any liabilities or penalties incurred if Contractor fails to do so.
3.6 Payments Subject to Claims or Liens. Company's obligation to pay any Fees or reimburse any Expenses will be subject to there being no claims or liens asserted relating to the Services for which Contractor is alleged in any way to be responsible.
3,7 Set-Off. If, at any time during the Term, Contractor owes any amounts to Company, Company will have the right to setoff such amounts against the Fees and Expenses that Company owes to Contractor.
PART 4-PROTECTlON OF CORPORATE INTERESTS
4.1 Definitions.
(a) "Background IP" means any Inventions, Materials or Cl belonging or licensed to Company that (i) pre-exist this Agreement, (ii) were previously transferred by Contractor to Company, or (iii) were Developed by or for Company (other than by Contractor), in each case together with all IP Rights therein;
(b) "CI" means all information in any form (including visual, oral, physical, electronic and intangible forms) that is known, held, used or disclosed by or on behalf of Company in connection with its business that, at the time of its disclosure to or access by Contractor: (i) was or is not available or known to the general public; (ii) by its nature or the nature of its disclosure, was or would reasonably be known to be confidential or proprietary; or (iii) was or is marked or indicated as proprietary or confidential, and includes trade secrets, know-how, supplier and customer information (whether past, present, future and prospective), strategic plans, source code and related data, financial information, marketing information, business opportunities (including strategies and research and development), consultation records and plans, engineering data, and third party data, and Work;
(c) "Company Property" means all Cl, Background IP, 
and Work, as well as all services and products which embody, emulate or employ any of the foregoing;
(d) "Developed" means researched, conceived, developed, created, improved, derived, acquired, reduced 
to practice or otherwise made, refined or brought into existence;
(e) "Inventions" means, collectively, whether patentable or not, all (i) discoveries, inventions, innovations, ideas, suggestions, technology, tests, tools, techniques; algorithms, machines, formulae, manufactures, methodologies, concepts, processes, procedures, moulds, jigs, dyes, prototypes, protocols, treatments, and developments, and (ii) know-how, revisions and improvements relating thereto;
(f) "IP Rights" means, collectively, all proprietary rights provided or recognized under patent, copyright, trademark, design patent, trade secret, industrial design, semiconductor chip, or mask work law, or any other applicable statute, or otherwise arising at law or in equity anywhere in the world that may provide or recognize any right in Materials, Inventions, CI, know-how, or the expression or use thereof, including all applications, registrations, licenses, agreements, or any other evidence of a right in any of the foregoing;
(g) "Materials" means, collectively, all (i) materials in any form (including all electronic, magnetic, physical, intangible, visual and oral forms), including any reports, documents, designs, compilations, algorithms, products, works, computer programs (including all source code, object code, compilers, libraries and developer tools, and any manuals, descriptions, data files, resource files and other such materials relating thereto), studies, records, research, surveys, tools, services, patterns, compositions, technical data, devices, sketches, photographs, plans, drawings, manuals, analyses, samples, specifications, working materials, findings and (ii) revisions and improvements relating thereto; and
(h) "Work" means all Materials and Inventions Developed by Contractor during the Term, whether or not alone or with others, during or outside working hours, or with or without specific instructions, (i) in whole or in part using (A) Company Property, (B) Company's funds, or (C) other of Company's resources, or (ii) in any way relating to (A) the present or proposed programs, services, products, or business of Company, (B) any Background IP, or (C) the Services performed by Contractor under this Agreement.
4.2 Confidentiality. Contractor will, at all times during and after the Term, protect the Cl using a reasonable degree of care, and will take all reasonable steps to safeguard the Cl from unauthorized disclosure. Without limiting the foregoing, Contractor will not, directly or indirectly, except for proper performance of Contractor's duties hereunder, (a) copy or reproduce any of the Cl, including making any unnecessary copies on electronic devices, computers, or servers, (b) use any Cl for any purpose, or (c) disclose any of the Cl except strictly where necessary to individuals authorized by Company's personnel to whom Contractor reports. Such obligations do not apply to any information that, other than as a result of a breach of this Agreement, (i) is or becomes generally available to the public rightfully without restrictions of confidentiality, or (ii) becomes available to Contractor after the Term from a third party who has no obligation of confidentiality with respect thereto. If Contractor is requested or required (including, without restriction, by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or other similar process) by any law to disclose any Cl, Contractor may disclose strictly that Cl for which disclosure is required to comply with any such applicable law, provided that Contractor notifies Company reasonably in advance and assists Company in protecting the Cl.
4.3 Ownership/IP Rights. Contractor will promptly disclose to Company, and keep Company informed of, all Work Developed during the Term, in a reasonable manner or in accordance with any applicable Company policies. Contractor agrees that Company will remain vested with all right, title and interest (including IP Rights) in and to all Company Property (including all Work), If the foregoing is not fully effective, Contractor hereby irrevocably assigns to Company or its nominee all of Contractor's right, title and interest (including all IP Rights) in and to the Company Property without further payment by Company, and this assignment includes any future-arising Company Property (which Contractor will be deemed to have automatically assigned pursuant to this written instrument as it arises). To the extent U.S. copyright laws are applicable, Company Property will be considered a work made for hire with Company the author. Contractor hereby irrevocably waives for all purposes all of Contractor's moral rights or "droits d'auteurs" in respect of the Work, in favour of the Company. Except pursuant to this Agreement, Contractor's direct or indirect exploitation (whether commercial or otherwise) of any business opportunity arising from Contractor's access, possession, use or Development of Company Property or the creation of any product or service which is based on, derived from, or uses the Company Property without Company's consent, is strictly prohibited.
4.4 Third Party Rights. Contractor will not introduce any third-party IP Right or Contractor's prior IP Rights into any Work without first having Company/s written consent. Notwithstanding that, if Contractor does introduce any such third-party IP Right or its prior IP Rights into any Work, Contractor must notify Company and, regardless, will be deemed to have granted to Company a non-exclusive, royaltyfree, perpetual, irrevocable, worldwide licence (with rights to sub-licence) to make, use, sell, offer, copy, distribute, improve, modify, and otherwise to Develop, practice and exploit (and to have same done) under any such IP Rights. Contractor agrees that the terms of this Agreement are also intended to apply to the Cl of third parties that have entrusted such Cl to Company 
in confidence.
4.5 Return/Destruction; Assistance. On request, Contractor will (a) return or destroy all Cl, including all copies, notes, data or materials directly referring thereto or from which Cl may be inferred, (b) deliver any completed or partially-completed Work, (c) not keep any originals or copies of the foregoing, including any electronic copies thereof (which Contractor will delete or destroy and thereafter will not directly or indirectly perform or permit any restoration, recovery or reconstruction thereof whether through forensics, archives or otherwise). Contractor will assist Company in every proper way, and execute all documents and take such further steps, in connection with applying for, registering, obtaining or enforcing all IP Rights in and to Company Property, together with any assignments of Company Property to Company or persons designated by it (at Company's expense only for Contractor's actual external costs on a pre-approved basis). Contractor irrevocably designates and appoints the Company and its duly authorized officers and agents as its agent and attorney-in-fact, to act for and on its behalf and stead to, in accordance with Section 4.3, execute and file any such instruments and papers and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters patent, copyright and other registrations related to all Work. This power of attorney is coupled with an interest and shall not be affected by Contractor's subsequent incapacity.
PART 5-RESTRlCTlVE COVENANTS
5.1 Restrictive Covenants. Contractor will not, directly or indirectly, without prior written consent from Company (whether individually, jointly or in conjunction with any person), in any manner (including any individual, firm, association, syndicate, company, corporation, or other business enterprise, as principal, agent, shareholder, officer, independent contractor, or in any other manner whatsoever), during the Term and for a period of one (1) year thereafter:
(a) Non-Compete - Unless authorized in writing, the contractor may not carry on, engage in, or be concerned with or interested in, anywhere in Canada or the United States, any business that is, or has any interest in any business that is, similar to or competitive with the Company's business, including discovering, developing, acquiring, marketing, promoting, selling and distributing life science technologies for tissue engineering and advanced wound care markets, provided that, notwithstanding this paragraph, (i) Contractor may purchase or hold securities of any company (including any competitive company) in aggregate representing not more than 2%of the votes and equity attached to all issue securities of that company; and (ii) Contractor shall not be prevented from performing services for or working with The University of British Columbia;
(b) Non-Solicitation - solicit, canvass, interfere with, accepts business from, or entice away from Company, any 
customers, candidates, clients or suppliers of Company 
with whom Contractor has worked during the previous 12 months, or otherwise induce or attempt to induce any such person to reduce its business, trade, relationship, services, patronage or other benefits with Company; or
(c) No Hire- seek in any way to persuade or entice any person to terminate an employment, advisory or consulting position with Company with whom Contractor has had contact during the previous 12 months period, or hire or retain the services of any such person, provided that nothing in this paragraph shall prevent Contractor from directly or indirectly hiring or retaining any person pursuant to general, public job advertisements that are not targeted to CompanVs personnel.
5.2 Reasonableness. Contractor agrees that:
(a) all restrictions contained in Part 4 and this Part 5 are reasonable and valid in the circumstances and all defences to the strict enforcement thereof by Company are hereby waived by Contractor; and
(b) the restrictions contained in Part 4 and this Part 5 are each separate and distinct covenants, severable one from the other, and if any such covenant or covenants are determined to be invalid or unenforceable, such invalidity or unenforceability will attach only to the covenant or covenants as so determined and all other such covenants will continue in full force and effect.
5.3 No Publicity. Contractor shall not enter into any publicity or make any announcement with regard to this Agreement without Company's prior written consent.
PART 6 - GENERAL PROVISIONS
6.1 Insurance. During the Term and for a reasonable period of time thereafter, Contractor will obtain, maintain and provide proof (upon Compam/s request from time to time) commercially adequate policies of insurance covering the performance of Services under this Agreement. If the Service Description sets out any particular insurance requirements, Contractor will adhere to those.
6.2 Location and Equipment. Subject to any specific requirements as set out in the Service Description, Contractor is responsible for providing (at Contractor's own expense) a place of work that is suitable for the performance of the Services at all times, and such facilities, systems, communication devices, hardware, software and other equipment necessary to perform the Services. However, Company may temporarily provide equipment or facilities for Contractor's use in performing the Services, and if that happens Contractor will use them for the Services only, will keep them in good condition (reasonable wear and tear excepted), and will return them to Company upon its request, and in any event, when this Agreement comes to an end.
6.3 Equitable Remedies. Monetary damages for any breach of Part 4, Part 5, or Section 6.1 would be inadequate for the immediate and irreparable harm that would be suffered by Company for any such breach, and so, on any application to any applicable court, Company will be entitled to temporary or permanent injunctive or other equitable relief against 
Contractor without the necessity of proving actual damage and Contractor will not raise adequacy of damages as a defence.
6.4 Indemnity. Contractor will defend, indemnify, and hold harmless Company and its directors, officers, employees, representatives and agents from and against any claims, actions, losses, expenses, costs or damages of every nature and kind howsoever arising out of or related to any:
(a) claim by a third party that Company has infringed any third party IP Rights as a consequence of any Service or Work provided by Contractor;
(b) breach of Part 4 or Part 5;
(c) fraud, gross negligence or wilful misconduct of Contractor in connection with this Agreement; or
(d) breach of applicable law by Contractor,
6.5 Exclusion and Limit of Liability. Except for a contravention of law or indemnity under Section 6.4, in no event will:
(a) either party be liable for any claims made by the other for any special, indirect, incidental or consequential damages in connection with this Agreement, whether for negligence or breach of contract, including loss of business opportunities, profits or revenues, and whether or not the possibility of such damages or loss of opportunities, profits or revenues has been disclosed in advance or could have been reasonably foreseen; and
(b) Company's liability for any and all direct damages in connection with this Agreement in aggregate exceed the total Fees actually paid or payable to Contractor under Part 3 for the Services.
6.6 Force Majeure. For the purposes of this Agreement, "Force Majeure" means an event or circumstance beyond the reasonable control of a party that prevents or delays that party's ability to perform its obligations under this Agreement, including acts of God, strikes and labour disputes, fires, floods, earthquakes, power or telecommunication failure or interruption, war, acts of terrorism, riots, declaration of emergency, pandemic, epidemic, or other outbreak of communicable disease or illness, Internet slow-downs or failures, insurrection or civil disturbances, and personal incapacity (including serious illness or death), but excludes a lack of money, credit or financing. In all cases, despite anything else in this Agreement, if Force Majeure delays or prevents a party from wholly or partly performing its obligations under this Agreement, it will be relieved of those obligations to the extent, and for the period, that it is affected by such Force Majeure, provided that it: (a) notifies the other party as soon as practicable, and (b) uses commercially reasonable efforts to mitigate the Force Majeure.
6.7 Subcontracting and Assignment. Contractor will not, without Company's prior written consent (to be granted in Companvs sole discretion), subcontract, transfer or otherwise assign, in whole or in part, Contractor's rights or obligations under this Agreement. Any purported transfer or assignment without such consent will be null and void. This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective heirs, representatives, administrators, successors and permitted assigns.
6.8 Governance. If any provision of this Agreement is held invalid, illegal or unenforceable, in whole or in part, such invalidity will attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof will continue in full force and effect. This Agreement will be governed by and interpreted in accordance with the laws of British Columbia and the federal laws of Canada applicable therein without reference to its conflict of laws principles. Subject to Section 6.3, the parties irrevocably attorn to the exclusive jurisdiction of the courts of British Columbia for any and all disputes or controversies arising in connection herewith. Waivers, express or implied, will be in writing.
6.9 Notice. Every notice, request, demand or direction (each, for the purposes of this Section, a "notice") to be given pursuant to this Agreement by either party to the other will be in writing and will be deemed delivered when (a) delivered personally, (b) on the next business day after being deposited with a reputable overnight courier, (c) 48 hours after being deposited with Canada Post as registered or certified mail, postage prepaid, or (d) on the business day the recipient confirms receipt if sent by email or facsimile, in each case, addressed as above or to another address as notified hereunder from time to time.
6.10 Interpretation. In this Agreement: (a) "Section" means a section, subsection, paragraph, or sub-paragraph of this Agreement and "Part" means a captioned part of this Agreement; (b) the captions and headings used in this Agreement are for convenience only and do not constitute substantive matter and are not to be construed as interpreting the contents of this Agreement; and (c) the word "including' 
is not limiting, the word "or" does not imply an exclusive 
relationship between the matters being connected, and any word used in this Agreement is deemed to include the masculine, feminine, neuter, singular or plural form thereof as the context so requires.
6.11 Precedence. The provisions of Part 4 and Part 5 are in addition to, and are not intended to replace or conflict with, 
any (a) other privacy, protection of personal information, nondisclosure, or confidentiality agreements in writing between the parties and relevant to the Services or the subject matter of this Agreement or (b) common law duties of confidentiality or privacy that may be owed by one party to another. To the extent of any necessary conflict or inconsistency between the terms of such provisions with any such other agreement or common law obligations, or any other terms of this Agreement, the terms of the provisions that are most protective of a person's personal information or of Company Property will prevail to resolve such conflict or inconsistency.
END OF TERMS OF SERVICE
1. Entire Agreement. This Agreement, including the Service Description, the Terms of Service, and the other agreements explicitly referenced and incorporated herein, constitute the parties' entire agreement with regard to the subject matter of this Agreement. All prior and contemporaneous negotiations, understandings, proposals and agreements, whether oral or written, between the parties with regard to the subject matter of this Agreement are expressly superseded by this Agreement. Any amendment to this Agreement must be in writing and executed by both parties.
2. Acceptance and Counterparts. This Agreement is executed as of the Effective Date and may be executed in counterparts (including electronically), each of which will constitute an original and all of which taken together will constitute one and the same instrument.
(Signature page follows)
SIGNED AND DATED with effect as of the Effective Date by and between:
| CONEXEU SCIENCES IN. | Critical Mass Scientific Strategy Consultants LLC |
| Per: /s/ Michael Wright | Per: /s/ Brian Pilcher |
| Authorized Signatory, please sign here | Authorized Signatory, please sign here |
| Name: Michael Wright Title: Director |
If Contractor is not an individual, please complete the following: Signatory Name: Brian Pitcher Signatory Title: Principal |
| By signing above, Contractor acknowledges that Contactor has read and understood this Agreement, including the Terms of Service, and the obligations set out in it, and that Contractor has been provided wit a reasonable opportunity to seek independent legal advice. If Contractor is not an individual, the person signing on behalf of Contractor represents and warrants that they have the lawful authority to bind Contractor to all of the terms of this agreement, including the Terms of Service. |
May 9, 2025
Re: Crowdfunding Portal Engagement
Dear Jeff Sharpe,
Equifund Crowd Funding Portal Inc. ("Portal" or "we") is pleased to provide you with this engagement agreement (this "Agreement"), with respect to the transactions described below. Subject to the terms and conditions of this Agreement, Conexeu Sciences, Inc. (the "Company"), hereby retains Portal, and Portal hereby agrees to act as Company's exclusive crowdfunding portal in connection with its contemplated private securities offering (the "Offering"). The Portal shall provide an online funding platform http://www.equifund.com for the Company to post the Offering Materials (as defined below) and market the Offering to prospective investors. The securities offered will not be registered under the Securities Act of 1933, as amended (the "Act"), but will be issued in reliance on the private offering exemption available under Section 4(a)(6) of the Act and Title III of the JumpStart Our Business Startups Act of 2012, including the adopting release and interpretive guidance published by the Securities and Exchange Commission (collectively, "Regulation Crowdfunding").
| Issuer: | Conexeu Sciences, Inc |
| Type of Offering: | Crowdfunding Offering pursuant to Regulation Crowdfunding. |
| Target Amount: | $20,000 |
| Maximum Amount: | $5,000,000 |
| Securities Offered: | Equity |
| Considerations: | Regulation Crowdfunding requires Portal to conduct certain "due diligence" on any issuer that seeks to offer securities on a Crowdfunding Portal. In the event that Portal is unable to complete its due diligence either because (i) of the lack of cooperation on the part of Company (for instance, but not limited to, Company not timely providing Portal with information or documents), (ii) Portal uncovers "red flags" about Company that causes Portal to be not satisfied that it can in good faith permit the posting of the Offering, or (iii) Company does not meet Portal's posting criteria, then Portal may terminate this Agreement without further obligation on the part of Portal to proceed with this Offering, and without any obligation on the part of Portal to reimburse the Company any costs, fees or expenses whatsoever with this Agreement or the Offering. In short, Portal's obligations under this Agreement are expressly conditioned upon satisfactory due diligence. |
| Exclusive Portal: | The Company acknowledges and agrees that Portal shall serve as the exclusive Crowdfunding Portal under Regulation Crowdfunding for the Offering. |
| Compensation: | The Company will pay Portal at each closing of the transactions contemplated by this Agreement ("Closing"), a cash fee payable upon each Closing equal to seven and a half (7.5%) percent of the gross amount raised for ("the Company") plus 2% in shares of the Company prorated to the amount sold at each Closing. |
237 Argyle Ave., Ottawa, Ontario. K2P 1B8
Phone: 1-800-777-4003 | Email: jordan@equifund.com
| Expenses: | Unless otherwise agreed to in writing, Company shall be responsible for all expenses associated with the Offering, including without limitation, marketing, video production, accounting and legal expenses. |
| Conditions to Launching: | Company agrees that the following conditions must be met prior to launching the Offering, unless waived in writing by Portal: |
|
(i) Satisfactory completion of due diligence by Portal, including receipt of any certificates and representations of management. (ii) Proof of Escrow Services agreement with a "Qualified Third Party" Escrow Agent to the satisfaction of Portal. (iii) Engagement of legal counsel by the Company. (iv) Proof of a Cap table solution (v) Filing of Form C for the Offering with the Securities and Exchange Commission which complies with Regulation Crowdfunding. (vi) Execution of the Crowd Funding Portal Posting Agreement. (vii) Form C and other offering materials (the "Offering Materials") shall comply with Regulation Crowdfunding and other applicable laws, rules and regulations. |
|
| The Offering Materials, including, but not limited to, Company's financial statements and all information incorporated by reference therein, will be complete and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading. | |
| Marketing Limits: | Company acknowledges and agrees that Regulation Crowdfunding has strict limitations on the timing, form and content of marketing. Issuer shall not advertise, disclose or in any way announce the pending Offering until such time as legally permissible. |
| Confidentiality: | In performing its obligations under this Agreement, a party may receive information (the "Receiving Party") of a confidential and proprietary nature in connection with the Offering (collectively, "Confidential Information"). The Receiving Party shall hold the other party's Confidential Information in strict confidence, shall not use such Confidential Information except as permitted hereunder, and shall not disclose such Confidential Information to any third-party without the prior written consent of the disclosing party (the "Disclosing Party"). Each party will use the same degree of care to protect the Disclosing Party's Confidential Information as it uses to protect its own Confidential Information of like nature, but in no circumstances less than reasonable care. "Confidential Information" shall not include (a) information which is known to the Receiving Party prior to the date of receipt and not obtained or derived in any manner related to this Agreement; (b) information which is or becomes part of the public domain through no fault of the Receiving Party; or (c) information which is obtained from a third-party that lawfully possesses such Confidential Information and is under no obligation to keep such Confidential Information confidential. The Receiving Party may disclose the Confidential Information of the other in response to a valid court order, law, rule, regulation or other governmental action orinvestigation. Disclosing Party shall have the right, in addition to any other remedies available in law and equity, to seek injunctive relief to enjoin such act, it being specifically acknowledged by the parties that any other available remedies are inadequate. |
237 Argyle Ave., Ottawa, Ontario. K2P 1B8
Phone: 1-800-777-4003 | Email: jordan@equifund.com
| Term: | This Agreement shall remain in effect for one year (1), beginning on the date hereof, unless earlier terminated. Either party may terminate this Agreement upon ten (10) days prior written notice. |
| Miscellaneous: | Governing Law. This Agreement will be deemed to have been made and delivered in the State of New York and will be governed as to validity, interpretation, construction, effect and in all other respects by the internal law of the State of New York, without regard to principles of conflicts of law. The Company (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the Supreme Court of New York, or in the United States District Court for the Southern District of New York, (ii) waives any objection to the venue of any such suit, action or proceeding, and the right to assert that such forum is an inconvenient forum, and (iii) irrevocably consents to the jurisdiction of the Supreme Court of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of New York or the United States District Court for the Southern District of New York and agrees that service of process upon it mailed by certified mail to its address shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding. Counterparts. This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Parties. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors. Neither party may assign this Agreement or its obligations hereunder without the prior written consent of the other party. Amendment and/or Modification. Neither this Agreement, nor any term or provision hereof, may not be changed, waived, discharged, amended, modified or terminated orally, or in any manner other than by an instrument in writing signed by each of the parties hereto. Validity. In case any term of this Agreement will be held invalid, illegal or unenforceable, in whole or in part, the validity of any of the other terms of this Agreement will not in any way be affected thereby. Waiver of Breach. The failure of any party hereto to insist upon strict performance of any of the covenants and agreements herein contained, or to exercise any option or right herein conferred in any one or more instances, will not be construed to be a waiver or relinquishment of any such option or right, or of any other covenants or agreements, and the same will be and remain in full force and effect. Further Assurances. Each party to this Agreement will perform any and all acts and execute any and all documents as may be necessary and proper under the circumstances in order to accomplish the intents and purposes of this Agreement and to carry out its provisions. |
237 Argyle Ave., Ottawa, Ontario. K2P 1B8
Phone: 1-800-777-4003 | Email: jordan@equifund.com
| Entire Agreement. This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof and thereof, respectively, and there are no representations, inducements, promises or agreements, oral or otherwise, not embodied in this Agreement. Any and all prior discussions, negotiations, commitments and understanding relating to the subject matter of these agreements are superseded by them. |
[Signature Page Follows]
237 Argyle Ave., Ottawa, Ontario. K2P 1B8
Phone: 1-800-777-4003 | Email: jordan@equifund.com
If you agree to the foregoing, please return a signed copy of this binding Letter of Intent to the undersigned no later than May 23, 2025 after which time this Letter of Intent will expire if not so accepted.
We look forward to being of service.
| ISSUER: Conexeu Sciences, Inc. | Equifund Crowd Funding Portal Inc. |
| By: /s/ Jeff Sharpe | By: /s/ Jordan Gillissie |
| Jeff Sharpe | Jordan Gillissie |
| CEO | CEO |
237 Argyle Ave., Ottawa, Ontario. K2P 1B8
Phone: 1-800-777-4003 | Email: jordan@equifund.com
CERTAIN IDENTIFIED INFOMRAITON HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement (the "Agreement") is made and dated as fully executed on this _14_ day of __May__, 2025 (the "Execution Date"), as entered into by and between N3GU Investments LLC (the "Consultant"), of [****] and Conexeu Sciences Inc. (the "Company"), of Suite 1500, 1055 West Georgia Street, Vancouver, B.C. V6E 4N7 (and each of the Consultant and the Company being also a "Party" or, in combination, the "Parties", as the context so requires).
WHEREAS, the Consultant has considerable experience with respect to performing management services for businesses, providing various valuable introductions to strategic alliances, and corporate development related services to both reporting and non-reporting companies, and has provided consulting services to the Company prior to the entry of this Agreement;
AND WHEREAS, effective on or about May 14, 2025 (the "Effective Date" herein), the Company is hereby desirous of formally and continuing to retain the Consultant as a consultant of the Company, and the Consultant is hereby desirous of continuing in and accepting such position, in order to provide such Services (as hereinafter further defined) to the Company;
AND WHEREAS, the Parties hereby acknowledge and agree that there have been various discussions, negotiations, understandings, and agreements between them relating to the terms and conditions of the Services (defined below) and, correspondingly, that it is their intention, by the terms and conditions of this Agreement, to hereby replace, in their entirety, all such prior discussions, negotiations, understandings and agreements with respect to such services, all in accordance with the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements hereinafter set forth, the Parties covenant and agree as follows:
1. Term and Termination. Commencing on the Effective Date, the term of this Agreement will continue indefinitely unless and until terminated in accordance with the terms of this Agreement (the "Term").
Notwithstanding any other provision of this Agreement, this Agreement may be terminated by either Party at any time after the Effective Date and during the Term and during the continuance of this Agreement upon that Party's delivery to the other Party of prior written notice of its intention to do so (the "Notice of Termination" herein) at least 90 calendar days prior to the effective date of any such termination (the end of such ninety-day period from such Notice of Termination being the "Effective Termination Date" herein). In any such event the Consultant's ongoing obligation to provide the Services (as hereinafter defined and determined) will continue only until the Effective Termination Date and the Company's ongoing obligation to provide and to pay to the Consultant the Consulting Fee (as hereinafter defined and determined) under section 3 hereinbelow will continue only until the Effective Termination Date.
In the event this Agreement is terminated by the Company without cause, the Company's ongoing obligation to provide the Warrants (as hereinafter defined and determined) under section 3 hereinbelow will survive the Effective Termination Date.
Notwithstanding any other provision of this Agreement, this Agreement may be terminated by any Party hereto at any time upon written notice to the other Party of such Party's intention to do so (the "Notice of Termination for Breach" herein) at least 30 calendar days prior to the effective date of any such termination (the end of such thirty-day period from such Notice of Termination being the "Effective Termination Date for Breach" herein), and damages sought, if:
(a) the other Party fails to cure a material breach of any provision of this Agreement within 30 calendar days from its receipt of written notice from said Party (unless such material breach cannot be reasonably cured within said 30 calendar days and the other Party is actively pursuing to cure said material breach);
(b) the other Party is willfully non-compliant in the performance of its respective duties under this Agreement within 30 calendar days from its receipt of written notice from said Party (unless such willful non-compliance cannot be reasonably corrected within said 30 calendar days and the other Party is actively pursuing to cure said willful non-compliance);
(c) the other Party commits fraud or serious neglect or misconduct in the discharge of its respective duties hereunder or under the law; or
(d) the other Party becomes adjudged bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy, and where any such involuntary petition is not dismissed within 30 calendar days.
In any such event the Consultant's ongoing obligation to provide the Services (as hereinafter defined and determined) will continue only until the Effective Termination Date or Effective Termination Date for Breach, as applicable, and the Company's ongoing obligation to provide and to pay to the Consultant the Consulting Fee and Warrants under section 3 hereinbelow will continue only until the Effective Termination Date for Breach.
2. Services. The Company hereby engages the Consultant to act as its non-exclusive consultant to assist in the Company's corporate development, provide general business and management services, and other services as may be reasonably required from time-to-time. Said Services shall include, but not be limited to, subject to the Company's prior approval:
(a) providing the Company with corporate management services as required and requested by the Company;
(b) providing the Company with introductions to certain entities which could form strategic alliances or partnerships with the Company and its business;
(c) assisting the Company with strategic planning; and
(d) assisting in negotiations with any potential strategic alliance or partnership whether introduced by the Consultant or otherwise.
In this regard, it is hereby acknowledged and agreed that the Consultant shall be entitled to communicate with and shall rely upon the immediate advice, direction, and instructions of the CEO of the Company, or upon the advice or instructions of such other director or officer of the Company as the CEO of the Company shall, from time to time, designate in times of the CEO's absence, in order to initiate, coordinate and implement the Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors of the Company (the "Board of Directors").
Without in any manner limiting the generality of the Services to be provided as set forth hereinabove, it is hereby also acknowledged and agreed that Consultant would continue to use its reasonable commercial efforts to devote to the Company the Services on a reasonably sufficient part-time and non-exclusive consulting basis during the Term and during the continuance of this Agreement and for the performance of said Services faithfully, diligently, to the best of the Consultant's abilities and in the best interests of the Company. The Consultant hereby acknowledges and agrees to abide by the reasonable rules, regulations, instructions, personnel practices, and policies of the Company and any changes therein which may be adopted from time to time by the same as such rules, regulations, instructions, personnel practices, and policies may be reasonably applied to the Consultant as a non-exclusive consultant and advisor of the Company.
3. Remuneration. It is hereby acknowledged and agreed that the Consultant shall render the Services as defined hereinabove during the Term and during any continuance of this Agreement and shall thus be compensated from the Effective Date of this Agreement to the termination of the same by way of the payment by the Company to the Consultant of a consulting fee in the amount of US$10,000 per month (the "Consulting Fee"), paid on the first day of each month up to and including the last day of the Term.
In addition, the Consultant shall be issued 1,000,000 common stock purchase warrants (the "Warrants") which shall vest as to a certain amount of Warrants upon the achievement of certain milestones (each, a "Milestone Event") described below. Each Warrant will entitle the holder thereof to acquire one share of common stock in the capital of the Company (each, a "Warrant Share") at an exercise price of $0.001 per Warrant Share for a period of 60 months from the date of issuance. The Warrants shall vest and be exercisable in accordance with the achievement of the Milestone Events as follows:
(a) 250,000 Warrants shall vest upon the Company completing and receiving the results of the three (3) month human collagen animal study in Boston, MA;
(b) 250,000 Warrants shall vest upon the Company listing its shares of common stock on The Nasdaq Stock Market, LLC, or any such other recognized stock exchange in North America;
(c) 250,000 Warrants shall vest upon the Company's listed shares of common stock trading for at least 20 consecutive trading days at a market capitalization of $80,000,000 or greater in the currency of the recognized stock exchange in North America on which the shares of common stock are listed; and
(d) 250,000 Warrants shall vest upon the Company submitting a 510(k) application to the United States Food and Drug Administration.
Furthermore, if and in the event that the Company is acquired, in whole or in part through an acquisition, merger, or sale of substantially all of its assets, during the Term of this Agreement, it is agreed and understood that all of the Warrants shall immediately vest and be exercisable as if each Milestone Event had been achieved, and the Consultant will not be requested or demanded by the Company to return any of the Warrants.
In this regard, the Consultant hereby acknowledges and agrees that the Company makes no representations as to any resale or other restriction affecting the Warrants and Warrant Shares and that it is presently contemplated that the Warrants and Warrant Shares will be issued by the Company to the Consultant in reliance upon the exemption from the registration requirements under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") provided by Rule 903 of Regulation S under the U.S. Securities Act, which will impose a trading restriction on the Warrants and Warrant Shares. The Consultant has reviewed and duly executed the Regulation S Investment Agreement in the form attached to this Agreement as Exhibit A to ensure the Warrants are issued by the Company to the Consultant in compliance with the exemption from the registration requirements provided by Rule 903(b)(3) of Regulation S under the U.S. Securities Act. The Consultant hereby also acknowledges and understands that neither the sale of the Warrants, nor the issuance of any Warrant Shares upon exercise of the Warrants, have been registered under the U.S. Securities Act or any state securities laws, and, furthermore, that the Warrants and Warrant Shares must be held indefinitely unless subsequently registered under the U.S. Securities Act or an exemption from such registration is available. The Consultant also acknowledges and understands that the certificate(s) representing the Warrants and any Warrant Shares issued upon exercise of the Warrants will be stamped with the following legend (or substantially equivalent language) restricting transfer in the following manner if such restriction is required by applicable securities laws:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE [for warrants add: AND THE SECURITIES ISSUABLE HEREUNDER] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION OR EXCLUSION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THE CERTIFICATE CANNOT BE THE SUBJECT OF HEDGING TRANSACTIONS UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE U.S. SECURITIES ACT."; and
the Consultant hereby consents to the Company making a notation on its records or giving instructions to any transfer agent of the Company in order to implement the restrictions on transfer set forth and described hereinabove.
The Consultant also understands and acknowledges that in addition to the legends set forth above, the certificates representing the Warrants will also bear a legend in substantially the following form:
"THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT."
It is hereby also acknowledged and agreed that the Consulting Fee and the issuance of the Warrants upon a Milestone Event shall be the Consultant's sole compensation under this Agreement. The Consultant shall not be reimbursed by the Company for any expenses incurred in connection with this Agreement, unless otherwise agreed in writing by the Company and the Consultant.
It is hereby also acknowledged and agreed that the Consultant will be classified as a non-taxable consultant of the Company for all purposes, such that all compensation which is provided by the Company to the Consultant under this Agreement, or otherwise, will be calculated on the foregoing and gross basis. In this regard, and for all matters relating to this Agreement, the Consultant will be a non-taxable consultant of the Company under the meaning or application of all applicable federal and state unemployment, insurance and workers' compensation laws, and otherwise.
4. Additional duties and obligations of the Consultant. At such time or times, as may be required by the Board of Directors, acting reasonably, the Consultant will provide the Board of Directors with such information concerning the results of the Consultant's Services and activities hereunder for the previous month as the Board of Directors may reasonably require.
The Consultant acknowledges and agrees that all written and oral opinions, reports, advice and materials previously provided and to be provided by the Consultant to the Company in connection with the Consultant's engagement hereunder are intended solely for the Company's benefit and for the Company's uses only, and that any such written and oral opinions, reports, advice, and information are the exclusive property of the Company. In this regard the Consultant covenants and agrees that the Company may utilize any such opinion, report, advice and materials for any other purpose whatsoever and, furthermore, may reproduce, disseminate, quote from and refer to, in whole or in part, at any time and in any manner, any such opinion, report, advice and materials in the Company's sole and absolute discretion. The Consultant further covenants and agrees that no public references to the Consultant or disclosure of the Consultant's role in respect of the Company may be made by the Consultant without the prior written consent of the Board of Directors in each specific instance and, furthermore, that any such written opinions, reports, advice or materials shall, unless otherwise required by the Board of Directors, be provided by the Consultant to the Company in a form and with such substance as would be acceptable for filing with and approval by any regulatory authority having jurisdiction over the affairs of the Company from time to time.
The Consultant will not, except as authorized or required by the Company in writing, reveal or divulge to any person, company or entity any information concerning the respective organization, business, finances, transactions or other affairs of the Company which may come to the Consultant's knowledge during the Term or any continuance of this Agreement, and the Consultant will keep in complete secrecy all confidential information entrusted to the Consultant and will not use or attempt to use any such information in any manner which may injure or cause loss either directly or indirectly to the Company's business interests. This restriction will continue to apply after the termination of this Agreement without limit in point of time but will cease to apply to information or knowledge which may come into the public domain. In addition, the Consultant will comply with all U.S. and foreign laws, whether federal, provincial or state, applicable to its respective duties and obligations hereunder and, in addition, hereby represents and warrants that any information which the Consultant may provide to any person or company hereunder will, to the best of the Consultant's knowledge, information and belief, be accurate and complete in all material respects and not misleading, and will not omit to state any fact or information which would be material to such person or company.
The Consultant warrants that the Consultant shall conduct the business and other activities in a manner which is lawful and reputable and which brings good repute to the Company, the Company's business interests and the Consultant. In particular, and in this regard, the Consultant specifically warrants to provide the Services in a sound and professional manner such that the same meets superior standards of performance quality within the standards of the industry or as set by the specifications of the Company.
The Consultant hereby acknowledges and agrees that any and all Company business interests, together with any services, products or improvements derived therefrom and any trademarks or trade names used in connection with the same (collectively, the "Property"), are wholly owned and controlled by the Company. Correspondingly, neither this Agreement, nor the operation of the business contemplated by this Agreement, confers or shall be deemed to confer upon the Consultant any interest whatsoever in and to any of the Property. In this regard the Consultant hereby further covenants and agrees not to, during or after the Term and the continuance of this Agreement, contest the title to any of the Property interests, in any way dispute or impugn the validity of the Property interests or take any action to the detriment of the Company's interests therein. The Consultant acknowledges that, by reason of the unique nature of the Property interests, and by reason of the Consultant's knowledge of and association with the Property interests during the Term and during the continuance of this Agreement, the aforesaid covenant, both during the Term of this Agreement and thereafter, is reasonable and commensurate for the protection of the legitimate business interests of the Company. As a final note, the Consultant hereby further covenants and agrees to immediately notify the Company of any infringement of or challenge to the any of the Property interests as soon as the Consultant becomes aware of the infringement or challenge.
5. Additional duties and obligations of the Parties. During the continuance of this Agreement, and for a period of 6 months following the termination of this Agreement for any reason, the Consultant shall not engage in any business or activity whatsoever which reasonably may be determined by the Board of Directors, in its sole and absolute discretion, to compete with any portion of the Company's business interests as contemplated hereby without the prior written consent of the Board of Directors. Furthermore, each of the Parties hereby acknowledges and agrees, for a period of at least one year following the termination of this Agreement for any reason, not to initiate any contact or communication directly with either of the other Party or any of its respective subsidiaries, as the case may be, together with each of the other Party's respective directors, officers, representatives, agents or employees, without the prior written consent of the other Party hereto and, notwithstanding the generality of the foregoing, further acknowledges and agrees, even with the prior written consent of the other Party, to such contact or communication, to limit such contact or communication to discussions outside the scope of any confidential information (as hereinafter determined). For the purposes of the foregoing the Parties hereby recognize and agree that a breach by a Party of any of the covenants herein contained would result in irreparable harm and significant damage to the other Party that would not be adequately compensated for by monetary award. Accordingly, each of the Parties agrees that, in the event of any such breach, in addition to being entitled as a matter of right to apply to a Court of competent equitable jurisdiction for relief by way of restraining order, injunction, decree or otherwise as may be appropriate to ensure compliance with the provisions hereof, a Party will also be liable to the other Party hereto, as liquidated damages, for an amount equal to the amount received and earned by that Party as a result of and with respect to any such breach. The Parties hereby acknowledge and agree that if any of the aforesaid restrictions, activities, obligations or periods are considered by a Court of competent jurisdiction as being unreasonable, the Parties agree that said Court shall have authority to limit such restrictions, activities or periods as the Court deems proper in the circumstances. In addition, the Parties further acknowledge and agree that all restrictions or obligations in this Agreement are necessary and fundamental to the protection of their respective business interests and are reasonable and valid, and all defenses to the strict enforcement thereof by the Parties are hereby waived.
Each Party will not, except as authorized or required by its respective duties and obligations hereunder, reveal or divulge to any person, company or entity any information concerning the respective organization, business, finances, transactions or other affairs of the other Party, or of any of the other Party's respective subsidiaries, which may come to the Party's knowledge during any continuance of this Agreement, and each Party will keep in complete secrecy all confidential information entrusted to the Party and will not use or attempt to use any such information in any manner which may injure or cause loss either directly or indirectly to the other Party's respective business interests. This restriction will continue to apply after the termination of this Agreement without limit in point of time but will cease to apply to information or knowledge which may come into the public domain.
Each Party will comply with all U.S. and foreign laws, whether federal, provincial or state, applicable to its respective duties and obligations hereunder and, in addition, hereby represents and warrants that any information which the Party may provide to any person or company hereunder will, to the best of the Party's knowledge, information and belief, be accurate and complete in all material respects and not misleading, and will not omit to state any fact or information which would be material to such person or company.
6. Indemnification and contribution. The Parties hereby each agree to indemnify and save harmless the other Party and including, where applicable, their respective subsidiaries and affiliates and each of their respective directors, officers, employees and agents (each such party being an "Indemnified Party") harmless from and against any and all losses, claims, actions, suits, proceedings, damages, liabilities or expenses of whatever nature or kind and including, without limitation, any investigation expenses incurred by any Indemnified Party, to which an Indemnified Party may become subject by reason of the terms and conditions of this Agreement. This indemnity will not apply in respect of an Indemnified Party in the event and to the extent that a Court of competent jurisdiction in a final judgment shall determine that the Indemnified Party was grossly negligent or guilty of willful misconduct. The Parties agree to waive any right they might have of first requiring the Indemnified Party to proceed against or enforce any other right, power, remedy, security or claim payment from any other person before claiming this indemnity. In case any action is brought against an Indemnified Party in respect of which indemnity may be sought against either of the Parties (in each such case the Party then being an "Indemnitor"), the Indemnified Party will give both Parties prompt written notice of any such action of which the Indemnified Party has knowledge and the Indemnitor will undertake the investigation and defense thereof on behalf of the Indemnified Party, including the prompt employment of counsel acceptable to the Indemnified Party affected and the Indemnitor and the payment of all expenses. Failure by the Indemnified Party to so notify shall not relieve the Indemnitor of the Indemnitor's obligation of indemnification hereunder unless (and only to the extent that) such failure results in a forfeiture by the Indemnitor of substantive rights or defenses. No admission of liability and no settlement of any action shall be made without the consent of each of the Parties and the consent of the Indemnified Party affected, such consent not to be unreasonably withheld. Notwithstanding that the Indemnitor will undertake the investigation and defense of any action, an Indemnified Party will have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel will be at the expense of the Indemnified Party unless (a) such counsel has been authorized by the Indemnitor, (b) the Indemnitor has not assumed the defense of the action within a reasonable period of time after receiving notice of the action, (c) the named parties to any such action include that any Party and the Indemnified Party shall have been advised by counsel that there may be a conflict of interest between any Party and the Indemnified Party or (d) there are one or more legal defenses available to the Indemnified Party which are different from or in addition to those available to any Party. If for any reason other than the gross negligence or bad faith of the Indemnified Party being the primary cause of the loss claim, damage, liability, cost or expense, the foregoing indemnification is unavailable to the Indemnified Party or insufficient to hold them harmless, the Indemnitor shall contribute to the amount paid or payable by the Indemnified Party as a result of any and all such losses, claim, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Indemnified Party on the other, but also the relative fault of relevant Party and the Indemnified Party and other equitable considerations which may be relevant. Notwithstanding the foregoing, the Indemnitor shall in any event contribute to the amount paid or payable by the Indemnified Party, as a result of the loss, claim, damage, liability, cost or expense (other than a loss, claim, damage, liability, cost or expenses, the primary cause of which is the gross negligence or bad faith of the Indemnified Party), any excess of such amount over the amount of the fees actually received by the Indemnified Party hereunder.
7. Legal representation and costs. The Consultant represents that it has consulted with independent legal counsel and/or tax, financial and business advisors, to the extent the Consultant deemed necessary in the preparation and execution of this Agreement. Each Party to this Agreement will also bear and pay its own costs, legal and otherwise, in connection with its respective preparation, review and execution of this Agreement.
8. Waiver. The waiver by either Party of a breach of any provision of this Agreement by the other Party shall not operate or be construed as a waiver of any subsequent breach by such other Party.
9. Notices. Each notice, demand or other communication required or permitted to be given under this Agreement shall be in writing and shall be delivered to the party to whom it is addressed by either (i) (a) in hand delivery; (b) by certified mail, return receipt requested, with adequate postage prepaid; or (c) by courier delivery service (including major overnight delivery companies such as FedEx or UPS) or (ii) be made via known electronic mail, with a delivery receipt. The date of receipt of such notice, demand or other communication shall be the date of delivery thereof if delivered or sent via electronic mail, or, if given by certified mail as aforesaid, shall be deemed conclusively to be the third business day after the same shall have been so mailed, except in the case of interruption of postal services for any reason whatsoever, in which case the date of receipt shall be the date on which the notice, demand or other communication is actually received by the addressee. Any Party may at any time and from time to time notify the other Parties in writing of a change of address and the new address to which notice shall be given to it thereafter until further change.
10. Entire agreement, amendment and construction. This Agreement constitutes the entire agreement to date between the Parties and supersedes every previous agreement, communication, expectation, negotiation, representation or understanding, whether oral or written, express or implied, statutory or otherwise, between the Parties with respect to the subject matter of this Agreement and including, without limitation, any oral agreement with respect to the Services provided since the Effective Date which is hereby confirmed as superseded, in its entirety, by the terms and conditions of this Agreement.
This Agreement and its terms may not be changed orally but only by an agreement in writing signed by the Party against whom enforcement of any waiver, change, modification, extension or discharge is sought.
In the event that any particular provision or provisions of this Agreement shall for any reason hereafter be determined to be unenforceable, or in violation of any law, governmental order or regulation, such unenforceability or violation shall not affect the remaining provisions of this Agreement, which shall continue in full force and act and be binding upon the respective Parties. The language of this Agreement shall be construed as a whole, according to its fair meaning and intent, and not strictly for or against either Party, regardless of who drafted or was principally responsible for drafting the Agreement or the terms or conditions hereof.
11. Arbitration. Except for matters of indemnity or in the case of urgency to prevent material harm to a substantive right or asset, the Parties agree that all questions or matters in dispute with respect to this Agreement shall be submitted to arbitration pursuant to the terms hereof. This provision shall not prejudice a Party from seeking a Court order or assistance to garnish or secure sums or to seek summary remedy for such matters as counsel may consider amenable to summary proceedings. It shall be a condition precedent to the right of any Party to submit any matter to arbitration pursuant to the provisions hereof that any Party intending to refer any matter to arbitration shall have given not less than five business days' prior written notice of its intention to do so to the other Party together with particulars of the matter in dispute. On the expiration of such five business days the Party who gave such notice may proceed to refer the dispute to arbitration as provided for hereinbelow. The Party desiring arbitration shall appoint one arbitrator, and shall notify the other Party of such appointment, and the other Party shall, within five business days after receiving such notice, appoint an arbitrator, and the two arbitrators so named, before proceeding to act, shall, within five business days of the appointment of the last appointed arbitrator, unanimously agree on the appointment of a third arbitrator, to act with them and be chairperson of the arbitration herein provided for. If the other Party shall fail to appoint an arbitrator within five business days after receiving notice of the appointment of the first arbitrator, and if the two arbitrators appointed by the Parties shall be unable to agree on the appointment of the chairperson, the chairperson shall be appointed in accordance with the provisions of the American Arbitration Rules, as amended (the "Arbitration Rules"). Except as specifically otherwise provided in this section, the arbitration herein provided for shall be conducted in accordance with such Arbitration Rules in Nevada, USA. The chairperson, or in the case where only one arbitrator is appointed, the single arbitrator, shall fix a time and place for the purpose of hearing the evidence and representations of the Parties, and the chairperson shall preside over the arbitration and determine all questions of procedure not provided for by the Arbitration Rules or this section. After hearing any evidence and representations that the Parties may submit, the single arbitrator, or the arbitrators, as the case may be, shall make an award and reduce the same to writing, and deliver one copy thereof to each of the Parties. The expense of the arbitration shall be paid as specified in the award. The Parties agree that the award of a majority of the arbitrators, or in the case of a single arbitrator, of such arbitrator, shall be final and binding upon each of them.
12. Time of the essence. Time will be of the essence of this Agreement.
13. Enurement. This Agreement will enure to the benefit of and will be binding upon the Parties and their respective heirs, executors, administrators and assigns.
14. Further assurances. The Parties will from time to time after the execution of this Agreement make, do, execute or cause or permit to be made, done or executed, all such further and other acts, deeds, things, devices and assurances in law whatsoever as may be required to carry out the true intention and to give full force and effect to this Agreement.
15. No partnership or agency. The Parties have not created a partnership and nothing contained in this Agreement shall in any manner whatsoever constitute any Party the partner, agent or legal representative of the other Parties, nor create any fiduciary relationship between them for any purpose whatsoever.
16. Applicable law. For all purposes this Agreement will be governed exclusively by and construed and enforced in accordance with the laws prevailing in the State of Nevada, U.S.A., and the federal laws of the United States applicable therein.
17. Counterparts. This Agreement may be signed by the Parties in as many counterparts as may be necessary, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by Docusign or adobesign electronic signature, facsimile transmission or by e-mail delivery of a ".pdf" format data file, shall be given the same legal force and effect as original signatures.
IN WITNESS WHEREOF the Parties have entered into this Agreement as of the Execution Date first above written.
N3GU Investments LLC
| By: | /s/ Michael Wright | |
| Michael Wright, Authorized Signatory |
Conexeu Sciences Inc.
| By: | /s/ David Bogart | |
| David Bogart, Director |
CERTAIN IDENTIFIED INFOMRAITON HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement (the "Agreement") is made and dated as fully executed on this _14__ day of __May____, 2025 (the "Execution Date"), as entered into by and between 1036030 B.C. Ltd. (the "Consultant"), of [****] and Conexeu Sciences Inc. (the "Company"), of Suite 1500, 1055 West Georgia Street, Vancouver, B.C. V6E 4N7 (and each of the Consultant and the Company being also a "Party" or, in combination, the "Parties", as the context so requires).
WHEREAS, the Consultant has considerable experience with respect to performing management services for businesses, providing various valuable introductions to strategic alliances, and corporate development related services to both reporting and non-reporting companies, and has provided consulting services to the Company prior to the entry of this Agreement;
AND WHEREAS, effective on or about ___May 14___, 2025 (the "Effective Date" herein), the Company is hereby desirous of formally and continuing to retain the Consultant as a consultant of the Company, and the Consultant is hereby desirous of continuing in and accepting such position, in order to provide such Services (as hereinafter further defined) to the Company;
AND WHEREAS, the Parties hereby acknowledge and agree that there have been various discussions, negotiations, understandings, and agreements between them relating to the terms and conditions of the Services (defined below) and, correspondingly, that it is their intention, by the terms and conditions of this Agreement, to hereby replace, in their entirety, all such prior discussions, negotiations, understandings and agreements with respect to such services, all in accordance with the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements hereinafter set forth, the Parties covenant and agree as follows:
1. Term and Termination. Commencing on the Effective Date, the term of this Agreement will continue indefinitely unless and until terminated in accordance with the terms of this Agreement (the "Term").
Notwithstanding any other provision of this Agreement, this Agreement may be terminated by either Party at any time after the Effective Date and during the Term and during the continuance of this Agreement upon that Party's delivery to the other Party of prior written notice of its intention to do so (the "Notice of Termination" herein) at least 90 calendar days prior to the effective date of any such termination (the end of such ninety-day period from such Notice of Termination being the "Effective Termination Date" herein). In any such event the Consultant's ongoing obligation to provide the Services (as hereinafter defined and determined) will continue only until the Effective Termination Date and the Company's ongoing obligation to provide and to pay to the Consultant the Consulting Fee (as hereinafter defined and determined) under section 3 hereinbelow will continue only until the Effective Termination Date.
In the event this Agreement is terminated by the Company without cause, the Company's ongoing obligation to provide the Warrants (as hereinafter defined and determined) under section 3 hereinbelow will survive the Effective Termination Date.
Notwithstanding any other provision of this Agreement, this Agreement may be terminated by any Party hereto at any time upon written notice to the other Party of such Party's intention to do so (the "Notice of Termination for Breach" herein) at least 30 calendar days prior to the effective date of any such termination (the end of such thirty-day period from such Notice of Termination being the "Effective Termination Date for Breach" herein), and damages sought, if:
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(a) the other Party fails to cure a material breach of any provision of this Agreement within 30 calendar days from its receipt of written notice from said Party (unless such material breach cannot be reasonably cured within said 30 calendar days and the other Party is actively pursuing to cure said material breach);
(b) the other Party is willfully non-compliant in the performance of its respective duties under this Agreement within 30 calendar days from its receipt of written notice from said Party (unless such willful non-compliance cannot be reasonably corrected within said 30 calendar days and the other Party is actively pursuing to cure said willful non-compliance);
(c) the other Party commits fraud or serious neglect or misconduct in the discharge of its respective duties hereunder or under the law; or
(d) the other Party becomes adjudged bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy, and where any such involuntary petition is not dismissed within 30 calendar days.
In any such event the Consultant's ongoing obligation to provide the Services (as hereinafter defined and determined) will continue only until the Effective Termination Date or Effective Termination Date for Breach, as applicable, and the Company's ongoing obligation to provide and to pay to the Consultant the Consulting Fee and Warrants under section 3 hereinbelow will continue only until the Effective Termination Date for Breach.
2. Services. The Company hereby engages the Consultant to act as its Chief Executive Officer to perform such duties as are regularly and customarily performed by the Chief Executive Officer and be subject to the direction and supervision of, and to have the authority as is delegated to the Consultant by the Board of Directors consistent with such position, and the Consultant also agrees to accept such position in order to provide such services as the Board of Directors shall, from time to time, reasonably assign to the Consultant and as may be necessary for the ongoing maintenance and development of the Company's business interests during the Term and during the continuance of this Agreement (collectively, the "Services").
Without in any manner limiting the generality of the Services to be provided as set forth hereinabove, it is hereby also acknowledged and agreed that Consultant would continue to use its reasonable commercial efforts to devote to the Company the Services on a reasonably sufficient part-time and non-exclusive consulting basis during the Term and during the continuance of this Agreement and for the performance of said Services faithfully, diligently, to the best of the Consultant's abilities and in the best interests of the Company. The Consultant hereby acknowledges and agrees to abide by the reasonable rules, regulations, instructions, personnel practices, and policies of the Company and any changes therein which may be adopted from time to time by the same as such rules, regulations, instructions, personnel practices, and policies may be reasonably applied to the Consultant as a non-exclusive consultant and advisor of the Company.
3. Remuneration. It is hereby acknowledged and agreed that the Consultant shall render the Services as defined hereinabove during the Term and during any continuance of this Agreement and shall thus be compensated from the Effective Date of this Agreement to the termination of the same by way of the payment by the Company to the Consultant of a consulting fee in the amount of US$12,500 per month (the "Consulting Fee"), paid on the first day of each month up to and including the last day of the Term.
In addition, the Consultant shall be issued 2,000,000 common stock purchase warrants (the "Warrants") which shall vest as to a certain amount of Warrants upon the achievement of certain milestones (each, a "Milestone Event") described below. Each Warrant will entitle the holder thereof to acquire one share of common stock in the capital of the Company (each, a "Warrant Share") at an exercise price of $0.001 per Warrant Share for a period of 60 months from the date of issuance. The Warrants shall vest and be exercisable in accordance with the achievement of the Milestone Events as follows:
(a) 500,000 Warrants shall vest upon the Company completing and receiving the results of the three (3) month human collagen animal study in Boston, MA;
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(b) 500,000 Warrants shall vest upon the Company listing its shares of common stock on The Nasdaq Stock Market, LLC, or any such other recognized stock exchange in North America;
(c) 500,000 Warrants shall vest upon the Company's listed shares of common stock trading for at least 20 consecutive trading days at a market capitalization of $80,000,000 or greater in the currency of the recognized stock exchange in North America on which the shares of common stock are listed; and
(d) 500,000 Warrants shall vest upon the Company submitting a 510(k) application to the United States Food and Drug Administration.
Furthermore, if and in the event that the Company is acquired, in whole or in part through an acquisition, merger, or sale of substantially all of its assets, during the Term of this Agreement, it is agreed and understood that all of the Warrants shall immediately vest and be exercisable as if each Milestone Event had been achieved, and the Consultant will not be requested or demanded by the Company to return any of the Warrants.
In this regard, the Consultant hereby acknowledges and agrees that the Company makes no representations as to any resale or other restriction affecting the Warrants and Warrant Shares and that it is presently contemplated that the Warrants and Warrant Shares will be issued by the Company to the Consultant in reliance upon the exemption from the registration requirements under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") provided by Rule 903 of Regulation S under the U.S. Securities Act, which will impose a trading restriction on the Warrants and Warrant Shares. The Consultant has reviewed and duly executed the Regulation S Investment Agreement in the form attached to this Agreement as Exhibit A to ensure the Warrants are issued by the Company to the Consultant in compliance with the exemption from the registration requirements provided by Rule 903(b)(3) of Regulation S under the U.S. Securities Act. The Consultant hereby also acknowledges and understands that neither the sale of the Warrants, nor the issuance of any Warrant Shares upon exercise of the Warrants, have been registered under the U.S. Securities Act or any state securities laws, and, furthermore, that the Warrants and Warrant Shares must be held indefinitely unless subsequently registered under the U.S. Securities Act or an exemption from such registration is available. The Consultant also acknowledges and understands that the certificate(s) representing the Warrants and any Warrant Shares issued upon exercise of the Warrants will be stamped with the following legend (or substantially equivalent language) restricting transfer in the following manner if such restriction is required by applicable securities laws:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE [for warrants add: AND THE SECURITIES ISSUABLE HEREUNDER] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION OR EXCLUSION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THE CERTIFICATE CANNOT BE THE SUBJECT OF HEDGING TRANSACTIONS UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE U.S. SECURITIES ACT."; and
the Consultant hereby consents to the Company making a notation on its records or giving instructions to any transfer agent of the Company in order to implement the restrictions on transfer set forth and described hereinabove.
The Consultant also understands and acknowledges that in addition to the legends set forth above, the certificates representing the Warrants will also bear a legend in substantially the following form:
"THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT."
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It is hereby also acknowledged and agreed that the Consulting Fee and the issuance of the Warrants upon a Milestone Event shall be the Consultant's sole compensation under this Agreement. The Consultant shall not be reimbursed by the Company for any expenses incurred in connection with this Agreement, unless otherwise agreed in writing by the Company and the Consultant.
It is hereby also acknowledged and agreed that the Consultant will be classified as a non-taxable consultant of the Company for all purposes, such that all compensation which is provided by the Company to the Consultant under this Agreement, or otherwise, will be calculated on the foregoing and gross basis. In this regard, and for all matters relating to this Agreement, the Consultant will be a non-taxable consultant of the Company under the meaning or application of all applicable federal and state unemployment, insurance and workers' compensation laws, and otherwise.
4. Additional duties and obligations of the Consultant. At such time or times, as may be required by the Board of Directors, acting reasonably, the Consultant will provide the Board of Directors with such information concerning the results of the Consultant's Services and activities hereunder for the previous month as the Board of Directors may reasonably require.
The Consultant acknowledges and agrees that all written and oral opinions, reports, advice and materials previously provided and to be provided by the Consultant to the Company in connection with the Consultant's engagement hereunder are intended solely for the Company's benefit and for the Company's uses only, and that any such written and oral opinions, reports, advice, and information are the exclusive property of the Company. In this regard the Consultant covenants and agrees that the Company may utilize any such opinion, report, advice and materials for any other purpose whatsoever and, furthermore, may reproduce, disseminate, quote from and refer to, in whole or in part, at any time and in any manner, any such opinion, report, advice and materials in the Company's sole and absolute discretion. The Consultant further covenants and agrees that no public references to the Consultant or disclosure of the Consultant's role in respect of the Company may be made by the Consultant without the prior written consent of the Board of Directors in each specific instance and, furthermore, that any such written opinions, reports, advice or materials shall, unless otherwise required by the Board of Directors, be provided by the Consultant to the Company in a form and with such substance as would be acceptable for filing with and approval by any regulatory authority having jurisdiction over the affairs of the Company from time to time.
The Consultant will not, except as authorized or required by the Company in writing, reveal or divulge to any person, company or entity any information concerning the respective organization, business, finances, transactions or other affairs of the Company which may come to the Consultant's knowledge during the Term or any continuance of this Agreement, and the Consultant will keep in complete secrecy all confidential information entrusted to the Consultant and will not use or attempt to use any such information in any manner which may injure or cause loss either directly or indirectly to the Company's business interests. This restriction will continue to apply after the termination of this Agreement without limit in point of time but will cease to apply to information or knowledge which may come into the public domain. In addition, the Consultant will comply with all U.S. and foreign laws, whether federal, provincial or state, applicable to its respective duties and obligations hereunder and, in addition, hereby represents and warrants that any information which the Consultant may provide to any person or company hereunder will, to the best of the Consultant's knowledge, information and belief, be accurate and complete in all material respects and not misleading, and will not omit to state any fact or information which would be material to such person or company.
The Consultant warrants that the Consultant shall conduct the business and other activities in a manner which is lawful and reputable and which brings good repute to the Company, the Company's business interests and the Consultant. In particular, and in this regard, the Consultant specifically warrants to provide the Services in a sound and professional manner such that the same meets superior standards of performance quality within the standards of the industry or as set by the specifications of the Company.
The Consultant hereby acknowledges and agrees that any and all Company business interests, together with any services, products or improvements derived therefrom and any trademarks or trade names used in connection with the same (collectively, the "Property"), are wholly owned and controlled by the Company. Correspondingly, neither this Agreement, nor the operation of the business contemplated by this Agreement, confers or shall be deemed to confer upon the Consultant any interest whatsoever in and to any of the Property. In this regard the Consultant hereby further covenants and agrees not to, during or after the Term and the continuance of this Agreement, contest the title to any of the Property interests, in any way dispute or impugn the validity of the Property interests or take any action to the detriment of the Company's interests therein. The Consultant acknowledges that, by reason of the unique nature of the Property interests, and by reason of the Consultant's knowledge of and association with the Property interests during the Term and during the continuance of this Agreement, the aforesaid covenant, both during the Term of this Agreement and thereafter, is reasonable and commensurate for the protection of the legitimate business interests of the Company. As a final note, the Consultant hereby further covenants and agrees to immediately notify the Company of any infringement of or challenge to the any of the Property interests as soon as the Consultant becomes aware of the infringement or challenge.
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5. Additional duties and obligations of the Parties. During the continuance of this Agreement, and for a period of 6 months following the termination of this Agreement for any reason, the Consultant shall not engage in any business or activity whatsoever which reasonably may be determined by the Board of Directors, in its sole and absolute discretion, to compete with any portion of the Company's business interests as contemplated hereby without the prior written consent of the Board of Directors. Furthermore, each of the Parties hereby acknowledges and agrees, for a period of at least one year following the termination of this Agreement for any reason, not to initiate any contact or communication directly with either of the other Party or any of its respective subsidiaries, as the case may be, together with each of the other Party's respective directors, officers, representatives, agents or employees, without the prior written consent of the other Party hereto and, notwithstanding the generality of the foregoing, further acknowledges and agrees, even with the prior written consent of the other Party, to such contact or communication, to limit such contact or communication to discussions outside the scope of any confidential information (as hereinafter determined). For the purposes of the foregoing the Parties hereby recognize and agree that a breach by a Party of any of the covenants herein contained would result in irreparable harm and significant damage to the other Party that would not be adequately compensated for by monetary award. Accordingly, each of the Parties agrees that, in the event of any such breach, in addition to being entitled as a matter of right to apply to a Court of competent equitable jurisdiction for relief by way of restraining order, injunction, decree or otherwise as may be appropriate to ensure compliance with the provisions hereof, a Party will also be liable to the other Party hereto, as liquidated damages, for an amount equal to the amount received and earned by that Party as a result of and with respect to any such breach. The Parties hereby acknowledge and agree that if any of the aforesaid restrictions, activities, obligations or periods are considered by a Court of competent jurisdiction as being unreasonable, the Parties agree that said Court shall have authority to limit such restrictions, activities or periods as the Court deems proper in the circumstances. In addition, the Parties further acknowledge and agree that all restrictions or obligations in this Agreement are necessary and fundamental to the protection of their respective business interests and are reasonable and valid, and all defenses to the strict enforcement thereof by the Parties are hereby waived.
Each Party will not, except as authorized or required by its respective duties and obligations hereunder, reveal or divulge to any person, company or entity any information concerning the respective organization, business, finances, transactions or other affairs of the other Party, or of any of the other Party's respective subsidiaries, which may come to the Party's knowledge during any continuance of this Agreement, and each Party will keep in complete secrecy all confidential information entrusted to the Party and will not use or attempt to use any such information in any manner which may injure or cause loss either directly or indirectly to the other Party's respective business interests. This restriction will continue to apply after the termination of this Agreement without limit in point of time but will cease to apply to information or knowledge which may come into the public domain.
Each Party will comply with all U.S. and foreign laws, whether federal, provincial or state, applicable to its respective duties and obligations hereunder and, in addition, hereby represents and warrants that any information which the Party may provide to any person or company hereunder will, to the best of the Party's knowledge, information and belief, be accurate and complete in all material respects and not misleading, and will not omit to state any fact or information which would be material to such person or company.
6. Indemnification and contribution. The Parties hereby each agree to indemnify and save harmless the other Party and including, where applicable, their respective subsidiaries and affiliates and each of their respective directors, officers, employees and agents (each such party being an "Indemnified Party") harmless from and against any and all losses, claims, actions, suits, proceedings, damages, liabilities or expenses of whatever nature or kind and including, without limitation, any investigation expenses incurred by any Indemnified Party, to which an Indemnified Party may become subject by reason of the terms and conditions of this Agreement. This indemnity will not apply in respect of an Indemnified Party in the event and to the extent that a Court of competent jurisdiction in a final judgment shall determine that the Indemnified Party was grossly negligent or guilty of willful misconduct. The Parties agree to waive any right they might have of first requiring the Indemnified Party to proceed against or enforce any other right, power, remedy, security or claim payment from any other person before claiming this indemnity. In case any action is brought against an Indemnified Party in respect of which indemnity may be sought against either of the Parties (in each such case the Party then being an "Indemnitor"), the Indemnified Party will give both Parties prompt written notice of any such action of which the Indemnified Party has knowledge and the Indemnitor will undertake the investigation and defense thereof on behalf of the Indemnified Party, including the prompt employment of counsel acceptable to the Indemnified Party affected and the Indemnitor and the payment of all expenses. Failure by the Indemnified Party to so notify shall not relieve the Indemnitor of the Indemnitor's obligation of indemnification hereunder unless (and only to the extent that) such failure results in a forfeiture by the Indemnitor of substantive rights or defenses. No admission of liability and no settlement of any action shall be made without the consent of each of the Parties and the consent of the Indemnified Party affected, such consent not to be unreasonably withheld. Notwithstanding that the Indemnitor will undertake the investigation and defense of any action, an Indemnified Party will have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel will be at the expense of the Indemnified Party unless (a) such counsel has been authorized by the Indemnitor, (b) the Indemnitor has not assumed the defense of the action within a reasonable period of time after receiving notice of the action, (c) the named parties to any such action include that any Party and the Indemnified Party shall have been advised by counsel that there may be a conflict of interest between any Party and the Indemnified Party or (d) there are one or more legal defenses available to the Indemnified Party which are different from or in addition to those available to any Party. If for any reason other than the gross negligence or bad faith of the Indemnified Party being the primary cause of the loss claim, damage, liability, cost or expense, the foregoing indemnification is unavailable to the Indemnified Party or insufficient to hold them harmless, the Indemnitor shall contribute to the amount paid or payable by the Indemnified Party as a result of any and all such losses, claim, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Indemnified Party on the other, but also the relative fault of relevant Party and the Indemnified Party and other equitable considerations which may be relevant. Notwithstanding the foregoing, the Indemnitor shall in any event contribute to the amount paid or payable by the Indemnified Party, as a result of the loss, claim, damage, liability, cost or expense (other than a loss, claim, damage, liability, cost or expenses, the primary cause of which is the gross negligence or bad faith of the Indemnified Party), any excess of such amount over the amount of the fees actually received by the Indemnified Party hereunder.
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7. Legal representation and costs. The Consultant represents that it has consulted with independent legal counsel and/or tax, financial and business advisors, to the extent the Consultant deemed necessary in the preparation and execution of this Agreement. Each Party to this Agreement will also bear and pay its own costs, legal and otherwise, in connection with its respective preparation, review and execution of this Agreement.
8. Waiver. The waiver by either Party of a breach of any provision of this Agreement by the other Party shall not operate or be construed as a waiver of any subsequent breach by such other Party.
9. Notices. Each notice, demand or other communication required or permitted to be given under this Agreement shall be in writing and shall be delivered to the party to whom it is addressed by either (i) (a) in hand delivery; (b) by certified mail, return receipt requested, with adequate postage prepaid; or (c) by courier delivery service (including major overnight delivery companies such as FedEx or UPS) or (ii) be made via known electronic mail, with a delivery receipt. The date of receipt of such notice, demand or other communication shall be the date of delivery thereof if delivered or sent via electronic mail, or, if given by certified mail as aforesaid, shall be deemed conclusively to be the third business day after the same shall have been so mailed, except in the case of interruption of postal services for any reason whatsoever, in which case the date of receipt shall be the date on which the notice, demand or other communication is actually received by the addressee. Any Party may at any time and from time to time notify the other Parties in writing of a change of address and the new address to which notice shall be given to it thereafter until further change.
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10. Entire agreement, amendment and construction. This Agreement constitutes the entire agreement to date between the Parties and supersedes every previous agreement, communication, expectation, negotiation, representation or understanding, whether oral or written, express or implied, statutory or otherwise, between the Parties with respect to the subject matter of this Agreement and including, without limitation, any oral agreement with respect to the Services provided since the Effective Date which is hereby confirmed as superseded, in its entirety, by the terms and conditions of this Agreement.
This Agreement and its terms may not be changed orally but only by an agreement in writing signed by the Party against whom enforcement of any waiver, change, modification, extension or discharge is sought.
In the event that any particular provision or provisions of this Agreement shall for any reason hereafter be determined to be unenforceable, or in violation of any law, governmental order or regulation, such unenforceability or violation shall not affect the remaining provisions of this Agreement, which shall continue in full force and act and be binding upon the respective Parties. The language of this Agreement shall be construed as a whole, according to its fair meaning and intent, and not strictly for or against either Party, regardless of who drafted or was principally responsible for drafting the Agreement or the terms or conditions hereof.
11. Arbitration. Except for matters of indemnity or in the case of urgency to prevent material harm to a substantive right or asset, the Parties agree that all questions or matters in dispute with respect to this Agreement shall be submitted to arbitration pursuant to the terms hereof. This provision shall not prejudice a Party from seeking a Court order or assistance to garnish or secure sums or to seek summary remedy for such matters as counsel may consider amenable to summary proceedings. It shall be a condition precedent to the right of any Party to submit any matter to arbitration pursuant to the provisions hereof that any Party intending to refer any matter to arbitration shall have given not less than five business days' prior written notice of its intention to do so to the other Party together with particulars of the matter in dispute. On the expiration of such five business days the Party who gave such notice may proceed to refer the dispute to arbitration as provided for hereinbelow. The Party desiring arbitration shall appoint one arbitrator, and shall notify the other Party of such appointment, and the other Party shall, within five business days after receiving such notice, appoint an arbitrator, and the two arbitrators so named, before proceeding to act, shall, within five business days of the appointment of the last appointed arbitrator, unanimously agree on the appointment of a third arbitrator, to act with them and be chairperson of the arbitration herein provided for. If the other Party shall fail to appoint an arbitrator within five business days after receiving notice of the appointment of the first arbitrator, and if the two arbitrators appointed by the Parties shall be unable to agree on the appointment of the chairperson, the chairperson shall be appointed in accordance with the provisions of the American Arbitration Rules, as amended (the "Arbitration Rules"). Except as specifically otherwise provided in this section, the arbitration herein provided for shall be conducted in accordance with such Arbitration Rules in Nevada, USA. The chairperson, or in the case where only one arbitrator is appointed, the single arbitrator, shall fix a time and place for the purpose of hearing the evidence and representations of the Parties, and the chairperson shall preside over the arbitration and determine all questions of procedure not provided for by the Arbitration Rules or this section. After hearing any evidence and representations that the Parties may submit, the single arbitrator, or the arbitrators, as the case may be, shall make an award and reduce the same to writing, and deliver one copy thereof to each of the Parties. The expense of the arbitration shall be paid as specified in the award. The Parties agree that the award of a majority of the arbitrators, or in the case of a single arbitrator, of such arbitrator, shall be final and binding upon each of them.
12. Time of the essence. Time will be of the essence of this Agreement.
13. Enurement. This Agreement will enure to the benefit of and will be binding upon the Parties and their respective heirs, executors, administrators and assigns.
14. Further assurances. The Parties will from time to time after the execution of this Agreement make, do, execute or cause or permit to be made, done or executed, all such further and other acts, deeds, things, devices and assurances in law whatsoever as may be required to carry out the true intention and to give full force and effect to this Agreement.
15. No partnership or agency. The Parties have not created a partnership and nothing contained in this Agreement shall in any manner whatsoever constitute any Party the partner, agent or legal representative of the other Parties, nor create any fiduciary relationship between them for any purpose whatsoever.
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16. Applicable law. For all purposes this Agreement will be governed exclusively by and construed and enforced in accordance with the laws prevailing in the State of Nevada, U.S.A., and the federal laws of the United States applicable therein.
17. Counterparts. This Agreement may be signed by the Parties in as many counterparts as may be necessary, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by Docusign or adobesign electronic signature, facsimile transmission or by e-mail delivery of a ".pdf" format data file, shall be given the same legal force and effect as original signatures.
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IN WITNESS WHEREOF the Parties have entered into this Agreement as of the Execution Date first above written.
1036030 B.C. Ltd.
By: /s/ Jeff Sharpe
Jeff Sharpe, Authorized Signatory
Conexeu Sciences Inc.
By: /s/ David Bogart
David Bogart, Director
Exhibit A
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE U.S. SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES ADMINISTRATION OR REGULATORY AUTHORITY.
REGULATION S INVESTMENT AGREEMENT - PRIVATE PLACEMENT OF WARRANTS
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED AND UNDER NATIONAL INSTRUMENT
45-106 OF THE CANADIAN SECURITIES ADMINISTRATORS
To: Conexeu Sciences Inc. (the "Company")
Whereas:
A. The Company has agreed to issue certain common stock purchase warrants (the "Warrants") to 1036030 B.C. Ltd. (the "Investor") pursuant to a Consulting Services Agreement between the Company and the Investor, dated May 14, 2025 (the "Agreement");
B. The Investor is a resident of that country set forth in the Investor's address below; and
C. The Company is requiring the Investor to execute and deliver this Regulation S Investment Agreement in favour of the Company in order to confirm the agreements, representations and warranties of the Investor in connection with the issuance of the Warrants to the Investor pursuant to an in reliance of an exemption or safe harbor from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and pursuant to the prospectus exemption under National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") of the Canadian Securities Administrators provided by the "accredited investor" exemption under Section 2.3 of NI 45-106.
Therefore,
1. The Investor represents and warrants to, and covenants with, the Company as follows, and acknowledges the Company is relying upon such representations, warranties and covenants in connection with the offer, sale and issuance of the Warrants to the Investor:
(a) the Investor has such knowledge and experience in finance, securities, investments and other business matters so as to be able to evaluate the merits and risks of an investment in the Warrants and the shares of common stock issuable upon exercise thereof (the "Warrants Shares" and together with the Warrants, the "Securities"), and to otherwise protect its interests in connection with this transaction;
(b) the Investor is aware that the Company is not subject to the reporting obligations under Section 13(a) of the United States Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), and, as such, the Company is not required to make certain filings on the Electronic Data Gathering, Analysis and Retrieval system, an electronic filing system developed for the United States Securities and Exchange Commission;
(c) the Investor has had full opportunity to (i) ask questions of, and to receive answers from the Company concerning the Warrants and the Investor has received all information regarding the Company reasonably requested by the Investor as the Investor has considered necessary or appropriate in connection with its investment decision to acquire the Warrants, and (ii) discuss such information with the Investor's legal and financial advisers prior to execution of this Agreement;
(d) the Investor is acquiring the Warrants for the Investor's own account, for investment purposes only and not with a view to any resale, distribution or other disposition of the Securities in violation of the United States securities laws;
(e) the Investor will not be purchasing the Warrants as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or the Internet, or broadcast over radio, television, the Internet or other form of telecommunications, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;
(f) the Investor is not aware of, and will not itself engage in, any form of "directed selling efforts" (as such term is defined in Regulation S under the U.S. Securities Act), including any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market for the Shares in the United States;
(g) the Investor is domiciled in the country set forth in the Investor's address appearing below on the signature page hereof for all purposes, including for the purposes of applicable securities laws;
(h) the Investor was not in the United States at the time it received the offer to acquire the Warrants, at the time the Investor executed any buy order for the Warrants, and at the time it delivered any buy order with respect to the Warrants; and
(i) the Investor is not a "U.S. person" as defined in Regulation S of the U.S. Securities Act (which definition is set forth in Schedule "A" hereto for convenience of reference of the parties), and is not acquiring the Warrants for the account or benefit of a U.S. person or a person in the United States.
(j) The Investor understands, acknowledges and agrees that:
(i) the Securities have not been and will not be registered under the U.S. Securities Act, or the securities laws of any state of the United States, and the offer and sale of the Warrants to the Investor is being made in reliance on an exemption from such registration requirements;
(ii) the Warrants may not be exercised in the United States or by or on behalf of, or for the account or benefit of, a U.S. person unless (A) the Warrants and the Warrant Shares issuable upon exercise of the Warrants have been registered under the U.S. Securities Act and the applicable securities legislation of any such state, or an exemption from such registration requirements is available, and (B) the Investor, as the holder of the Warrants, has complied with the requirements set forth in the Warrant Exercise Form attached to the certificate representing the Warrants;
(iii) upon issuance thereof, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable state securities laws and regulations, the certificates representing the Warrants and any Warrant Shares issued upon exercise of the Warrants, and all certificates issued in exchange therefor or in substitution thereof, will bear a legend in substantially the following form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE [for warrants add: AND THE SECURITIES ISSUABLE HEREUNDER] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION OR EXCLUSION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THE CERTIFICATE CANNOT BE THE SUBJECT OF HEDGING TRANSACTIONS UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE U.S. SECURITIES ACT."
provided, however, if any Securities are being sold, the legend may be removed by delivery to the registrar and transfer agent and the Company of an opinion of counsel, of recognized standing reasonably satisfactory to the Company, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.
(iv) the Company is not a reporting issuer in any jurisdiction of Canada, and therefore, upon issuance thereof, the certificates representing the Warrants and any Warrant Shares issued upon exercise of the Warrants, and all certificates issued in exchange therefor or in substitution thereof, will also bear a legend in substantially the following form:
"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (i) [insert distribution date], AND (ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY."
(iii) the certificates representing the Warrants, and all certificates issued in exchange therefor or in substitution thereof, shall also bear the following legend:
"THESE WARRANTS MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THESE WARRANTS HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT."
(iv) the Warrants will be issued to the Investor in an "offshore transaction" within the meaning of Regulation S of the U.S. Securities Act;
(k) the Investor as the holder of the Securities must not offer, sell or otherwise transfer any of them directly or indirectly unless:
(i) the sale is to the Company;
(ii) the sale is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations,
(iii) the sale is made pursuant to the exemption from the registration requirements under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in accordance with any applicable state securities or "blue sky" laws, or
(iv) the Securities are sold in a transaction that does not require registration under the U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of securities,
and in the case of (k)(iii) and (k)(iv) immediately above, the holder of the Securities has prior to such sale furnished to the Company and the Company's registrar and transfer agent, if required, an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company and the Company's registrar and transfer agent;
(l) the Investor acknowledges that there may be material tax consequences to the Investor of an acquisition or disposition of the Warrants or any Warrant Shares, and the Company does not give any opinion or makes any representation with respect to the tax consequences to the Investor under United States federal, state or local tax laws or any non-U.S. tax law of the Investor's acquisition or disposition of such securities;
(m) the Investor is accepting the Warrants as principal and satisfies the exemption from the prospectus requirements under Section 2.3 of NI 45-106 by qualifying as an "accredited investor" as such term is defined under Section 1.1 of NI 45-106, and the Investor has completed the Representation Letter for Accredited Investors attached as Schedule "B" and Appendix "A" to Schedule "B" to this Agreement, along with Appendix "B" to Schedule "B", if applicable.
(n) The Investor acknowledges and agrees that the Company may make a notation on its records or giving instructions to any transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this Investment Agreement; and
(o) The Investor acknowledges and agrees that this Investment Agreement shall be relied on by the Company and the Company's legal counsel to confirm that the offer, sale and issuance of the Warrants by the Company to the Investor shall be effected pursuant to and in reliance of an exemption from the registration requirements of the U.S. Securities Act and pursuant to the exemption from the prospectus requirements under Section 2.3 of NI 45-106.
2. This Investment Agreement will be governed by and construed in accordance with the laws of the State of Nevada, and the Investor hereby irrevocably attorns to the jurisdiction of the courts of the State of Nevada; and
3. Delivery of an executed copy of this Investment Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed signed copy will be deemed to be execution and delivery of this Investment Agreement as of the date set forth below.
This Investment Agreement is executed by the Investor effective as of the 14th day of May, 2025.
X _____________________________________ Signature (if Investor is an individual) X /s/ Jeff Sharpe Authorized signatory (if Investor is not an individual) 1036030 B.C. Ltd. Name of Investor (please print) Jeff Sharpe Name of authorized signatory (please print) President Official capacity of authorized signatory (please print) [****] Address [****] City, State and Postal/ZIP Code |
SCHEDULE "A"
DEFINITION OF U.S. PERSON AND UNITED STATES
A "U.S. person" is defined by Regulation S under the U.S. Securities Act to be any person who is:
(a) any natural person resident in the United States;
(b) any partnership or corporation organized or incorporated under the laws of the United States;
(c) any estate of which any executor or administrator is a U.S. person;
(d) any trust of which any trustee is a U.S. person;
(e) any agency or branch of a foreign entity located in the United States;
(f) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporate, or (if an individual) resident in the United States; and
(g) any partnership or corporation if:
(i) organized or incorporated under the laws of any foreign jurisdiction; and
(ii) formed by a U.S. person principally for the purpose of investing in securities not registered under the U.S. Securities Act, unless it is organized or incorporated, and owned, by accredited investors [as defined in Section 230.501(a) of the U.S. Securities Act] who are not natural persons, estates or trusts.
"United States" is defined by Regulation S under the U.S. Securities Act to mean the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.
SCHEDULE "B"
REPRESENTATION LETTER FOR ACCREDITED INVESTORS
To: Conexeu Sciences Inc. (the "Company").
Unless defined herein, capitalized terms have the meaning as ascribed to them in the Regulation S Investment Agreement to which this Schedule "B" is attached.
In connection with the offer, sale and issuance of the Warrants of the Company to the Investor, the Investor hereby represents, warrants, covenants and certifies to the Company that:
1. The Investor is purchasing the Warrants as principal for the Investor's own account or is deemed under National Instrument 45-106 - Prospectus Exemptions of the Canadian Securities Administrators ("NI 45-106") to be purchasing the Warrants as principal;
2. The Investor is an "accredited investor" within the meaning of NI 45-106, and in Ontario, as defined in Section 73.3 of the Securities Act (Ontario) as supplemented by the definition in NI 45-106, by virtue of satisfying the indicated criterion as set out in Appendix "A" to this Representation Letter (YOU MUST ALSO INITIAL THE APPROPRIATE LINE IN APPENDIX "A" TO THIS REPRESENTATION LETTER AND, IF APPLICABLE, COMPLETE EACH QUESTION THAT FOLLOWS THAT PARTICULAR PORTION OF THE DEFINITION). If the Investor is an individual relying on paragraph (j), (k) or (l) of the "accredited investor" definition in Appendix "A" to this Representation Letter, please duly complete and sign two copies of Form 45-106F9 - "Form for Individual Accredited Investors" in the form attached hereto as Appendix "B" to this Representation Letter;
3. The above representations, warranties and covenants will be true and correct both as of the execution of this Representation Letter and as of the issue date of the Warrants and the Investor acknowledges that they will survive the completion of the issuance of the Warrants; and
4. The undersigned acknowledges that the foregoing representations, warranties and covenants are made by the undersigned with the intent that they will be relied upon in determining the suitability of the Investor as a purchaser of the Warrants and that this Representation Letter is incorporated into and forms part of the Agreement and the undersigned undertakes to immediately notify the Company of any change in any statement or other information relating to the Investor set forth herein that takes place prior to the issuance of the Warrants to the Investor.
Dated: May 14, 2025.
| 1036030 B.C. Ltd. | ||
| Print name of Investor | ||
| By: | /s/ Jeff Sharpe | |
| Signature | ||
| President | ||
| Title | ||
| Jeff Sharpe | ||
| (Please print name of individual whose signature appears above, if different from the name of the Investor printed above) | ||
__________
B2
APPENDIX "A"
CERTIFICATE OF ACCREDITED INVESTOR
NOTE: YOU MUST INITIAL BESIDE THE APPLICABLE PORTION OF THE DEFINITION BELOW AND COMPLETE EACH QUESTION WHICH FOLLOWS THE APPLICABLE PORTION OF THE DEFINITION.
Accredited Investor - (as defined in National Instrument 45-106, and in Ontario, as defined in Section 73.3 of the Securities Act (Ontario) as supplemented by the definition in National Instrument 45-106) includes:
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(a) except in Ontario, a Canadian financial institution, or a Schedule III bank, |
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(a.1) in Ontario, a financial institution described in paragraph 1, 2 or 3 of subsection 73.1 (1) of the Securities Act (Ontario), |
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(b) except in Ontario, the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada), |
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_______ |
(b.1) in Ontario, the Business Development Bank of Canada, |
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(c) except in Ontario, a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary, |
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(c.1) in Ontario, a subsidiary of any person or corporation referred to in clause (a.1) or (b.1), if the person or corporation owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary, |
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_______ |
(d) except in Ontario, a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, |
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(d.1) in Ontario, a person or corporation registered under the securities legislation of a province or territory of Canada as an adviser or dealer, except as otherwise prescribed by the regulations, |
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Jurisdiction(s) registered: _____________________________________________ |
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(e) an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d), |
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(e.1) an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador), |
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Name of person with whom Purchaser is or was registered: Jurisdiction(s) registered: _______________________________ Categories of registration: ______________________________ |
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(f) except in Ontario, the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada, |
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(f.1) in Ontario, the Government of Canada, the government of a province or territory of Canada, or any Crown corporation, agency or wholly owned entity of the Government of Canada or of the government of a province or territory of Canada, |
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| _______ | (g) a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l'île de Montréal or an intermunicipal management board in Québec, |
| _______ | (h) any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government, |
| _______ | (i) except in Ontario, a pension fund that is regulated by the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada, |
| _______ | (i.1) in Ontario, a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a province or territory of Canada, |
| Jurisdiction(s) registered: _____________________________________________ Registration number(s): _______________________________________________ |
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| _______ |
(j) an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000, |
| [If this is your applicable category, you must also complete Form 45-106F9 attached as Appendix "B" to the Representation Letter] | |
| _______ | (j.1) an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5,000,000, |
| _______ | (k) an individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300 000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year, |
| [If this is your applicable category, you must also complete Form 45-106F9 attached as Appendix "B" to the Representation Letter] | |
| _______ | (l) an individual who, either alone or with a spouse, has net assets of at least $5,000,000, |
| [If this is your applicable category, you must also complete Form 45-106F9 attached as Appendix "B" to the Representation Letter] | |
| _______ | (m) a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements, |
| Type of entity: ______________________________________________________ Jurisdiction and date of formation: _____________________________________ |
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(n) an investment fund that distributes or has distributed its securities only to: (i) a person that is or was an accredited investor at the time of the distribution, (ii) a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment], or 2.19 [Additional investment in investment funds], or (iii) a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment], |
| _______ | (o) an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt, |
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| _______ | (p) a trust corporation or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust corporation or trust corporation, as the case may be, |
| Jurisdiction(s) registered: _____________________________________________ Registration number(s): _______________________________________________ |
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| _______ | (q) a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, |
| Jurisdiction(s) registered or authorized: _________________________________ Categories of registration: _____________________________________________ |
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| _______ | (r) a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded, |
| Registration number(s) assigned to subscriber: ___________________________ Name of eligibility advisor or registered advisor: __________________________ Jurisdiction(s) registered: _____________________________________________ Categories of registration:_____________________________________________ |
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| _______ | (s) an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) paragraph (i) [and in Ontario, paragraphs (a.1) to (d.1) or paragraph (i.1)] in form and function, |
| Jurisdiction organized: _______________________________________________ Type of entity: _______________________________________________________ |
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| __JS_____ | (t) a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors [If this is your applicable category, each owner of interest must individually complete and submit to the Company its own copy of this Certificate of Accredited Investor], |
| Name(s) of owners of interest: Jeff Sharpe Type of entity (if applicable): Corporation Categories of accredited investor: j.1 |
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| _______ | (u) an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser, |
| Name of advisor: ____________________________________________________ Jurisdiction(s) registered: _____________________________________________ Categories of registration: Basis of exemption: __________________________________________________ |
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| _______ | (v) a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor, |
| _______ | (v.1) in Ontario, a person or corporation that is recognized or designated by the Commission as an accredited investor, |
| Jurisdiction(s) recognized or designated: ________________________________ | |
| _______ | (w) a trust established by an accredited investor for the benefit of the accredited investor's family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor's spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor's spouse or of that accredited investor's former spouse. |
| Name(s) of settlor: ___________________________________________________ Name(s) of trustees: __________________________________________________ Categories of accredited investor: ______________________________________ Categories of beneficiaries: ____________________________________________ |
Dated: May 14, 2025.
| Signature of individual (if Investor is an individual) | |
| /s/ Jeff Sharpe | |
| Authorized signatory (if Investor is not an individual) | |
| 1036030 B.C. Ltd. | |
| Name of Investor (please print) | |
| Jeff Sharpe | |
| Name of authorized signatory (please print) | |
| President | |
| Official capacity of authorized signatory (please print) |
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For the purposes hereof:
| (a) | "Canadian financial institution" means: | ||
| (i) | an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of the Cooperative Credit Associations Act (Canada); or | ||
| (ii) | a bank, loan corporation, trust corporation, trust corporation, insurance corporation, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada; | ||
| (b) | "control person" has the meaning ascribed to that term in securities legislation except in Manitoba, Ontario, Quebec, Nova Scotia, Newfoundland and Labrador, Prince Edward Island, the Northwest Territories and Nunavut where "control person" means any person that holds or is one of a combination of persons that hold: | ||
| (i) | a sufficient number of any of the securities of an issuer so as to affect materially the control of the issuer; or | ||
| (ii) | more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holding of those securities does not affect materially the control of that issuer; | ||
| (c) | "director" means: | ||
| (i) | a member of the board of directors of a corporation or an individual who performs similar functions for a corporation; and | ||
| (ii) | with respect to a person that is not a corporation, an individual who performs functions similar to those of a director of a corporation; | ||
| (d) | "eligibility adviser" means: | ||
| (i) | a person that is registered as an investment dealer or in an equivalent category of registration under the securities legislation of the jurisdiction of a Investor and authorized to give advice with respect to the type of security being distributed; and | ||
| (ii) | in Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not: | ||
| (A) | have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders or control persons; and | ||
| (B) | have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons within the previous 12 months; | ||
| (e) | "executive officer" means, for an issuer, an individual who is: | ||
| (i) | a chair, vice-chair or president; | ||
| (ii) | a vice-president in charge of a principal business unit, division or function including sales, finance or production; | ||
| (iii) | an officer of the issuer or any of its subsidiaries and who performs a policy-making function in respect of the issuer; or | ||
| (iv) | performing a policy-making function in respect of the issuer; | ||
| (f) | "financial assets" means (i) cash, (ii) securities or (iii) a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation. These financial assets are generally liquid or relatively easy to liquidate. The value of a purchaser's personal residence would not be included in a calculation of financial assets; | ||
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| (g) | "financial statements" for the purposes of paragraph (m) of the "accredited investor" definition must be prepared in accordance with generally accepted accounting principles; | |
| (h) | "founder" means, in respect of an issuer, a person who: | |
| (i) | acting alone, in conjunction or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer; and | |
| (ii) | at the time of the trade is actively involved in the business of the issuer; | |
| (i) | "fully managed account" means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client's express consent to a transaction; | |
| (j) | "investment fund" has the meaning ascribed thereto in National Instrument 81-106 - Investment Fund Continuous Disclosure; | |
| (k) | "person" includes: | |
| (i) | an individual; | |
| (ii) | a corporation; | |
| (iii) | a partnership, trust, fund and association, syndicate, organization or other organized group of persons, whether incorporated or not; and | |
| (iv) | an individual or other person in that person's capacity as a trustee, executor, administrator or personal or other legal representative; | |
| (l) | "person" in Ontario means an individual, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator or other legal representative; | |
| (m) | "net assets" means all of the purchaser's total assets minus all of the purchaser's total liabilities. Accordingly, for the purposes of the net asset test, the calculation of total assets would include the value of a purchaser's personal residence and the calculation of total liabilities would include the amount of any liability (such as a mortgage) in respect of the purchaser's personal residence. To calculate a purchaser's net assets under the "accredited investor" definition, subtract the purchaser's total liabilities from the purchaser's total assets (including real estate). The value attributed to assets should reasonably reflect their estimated fair value. Income tax should be considered a liability if the obligation to pay it is outstanding at the time of the distribution of the security; | |
| (n) | "related liabilities" means: | |
| (i) | liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets; or | |
| (ii) | liabilities that are secured by financial assets; | |
| (o) | "Schedule III bank" means an authorized foreign bank named in Schedule III of the Bank Act (Canada); | |
| (p) | "spouse" means an individual who: | |
| (i) | is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual; | |
| (ii) | is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender; or | |
| (iii) | in Alberta, is an individual referred to in paragraph (i) or (ii) immediately above or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta); and | |
| (q) | "subsidiary" means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary. | |
All monetary references in this Appendix are in Canadian Dollars.
__________
B8
APPENDIX "B"
FORM 45-106F9 - FORM FOR INDIVIDUAL ACCREDITED INVESTORS
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WARNING! This investment is risky. Don't invest unless you can afford to lose all the money you pay for this investment. |
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SECTION 1 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER |
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1. About your investment |
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Type of securities: Warrants to purchase Shares of Common Stock |
Issuer: Conexeu Sciences Inc. |
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SECTIONS 2 TO 4 TO BE COMPLETED BY THE PURCHASER |
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2. Risk acknowledgement |
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This investment is risky. Initial that you understand that: |
Your initials |
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Risk of loss - You could lose your entire investment of $________. |
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Liquidity risk - You may not be able to sell your investment quickly - or at all. |
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Lack of information - You may receive little or no information about your investment. |
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Lack of advice - You may not receive advice from the salesperson about whether this investment is suitable for you unless the salesperson is registered. The salesperson is the person who meets with, or provides information to, you about making this investment. To check whether the salesperson is registered, go to www.aretheyregistered.ca. |
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3. Accredited investor status |
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You must meet at least one of the following criteria to be able to make this investment. Initial the statement that applies to you. (You may initial more than one statement.) The person identified in section 6 is responsible for ensuring that you meet the definition of accredited investor. That person, or the salesperson identified in section 5, can help you if you have questions about whether you meet these criteria. |
Your initials |
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4. Your name and signature |
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By signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified in this form. |
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First and last name (please print): |
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Signature: |
Date: _______________, 2025. |
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SECTION 5 TO BE COMPLETED BY SALESPERSON |
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5. Salesperson information |
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[Instruction: The salesperson is the person who meets with, or provides information to, the purchaser with respect to making this investment. That could include a representative of the issuer or selling security holder, a registrant or a person who is exempt from the registration requirement.] |
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First and last name of salesperson (please print): |
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Telephone: |
Email: |
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Name of firm (if registered): |
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SECTION 6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER |
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6. For more information about this investment |
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Conexeu Sciences Inc. 1055 West Georgia Street. Vancouver, BC V6E 4N7 Attention : Steve Inouye, CFO Email: steve@conexeu.com For more information about prospectus exemptions, contact your local securities regulator. You can find contact information at www. securities-administrators.ca |
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The Investor must complete and sign this form. The Company must receive a copy of this form signed by the Investor. The Company is required to keep a signed copy of this form for 8 years after the distribution.
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CERTAIN IDENTIFIED INFOMRAITON HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement (the "Agreement") is made and dated as fully executed on this _14_ day of __May__, 2025 (the "Execution Date"), as entered into by and between David Bogart (the "Consultant"), of [****] and Conexeu Sciences Inc. (the "Company"), of Suite 1500, 1055 West Georgia Street, Vancouver, B.C. V6E 4N7 (and each of the Consultant and the Company being also a "Party" or, in combination, the "Parties", as the context so requires).
WHEREAS, the Consultant has considerable experience with respect to performing management services for businesses, providing various valuable introductions to strategic alliances, and corporate development related services to both reporting and non-reporting companies, and has provided consulting services to the Company prior to the entry of this Agreement;
AND WHEREAS, effective on or about May 14, 2025 (the "Effective Date" herein), the Company is hereby desirous of formally and continuing to retain the Consultant as a consultant of the Company, and the Consultant is hereby desirous of continuing in and accepting such position, in order to provide such Services (as hereinafter further defined) to the Company;
AND WHEREAS, the Parties hereby acknowledge and agree that there have been various discussions, negotiations, understandings, and agreements between them relating to the terms and conditions of the Services (defined below) and, correspondingly, that it is their intention, by the terms and conditions of this Agreement, to hereby replace, in their entirety, all such prior discussions, negotiations, understandings and agreements with respect to such services, all in accordance with the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements hereinafter set forth, the Parties covenant and agree as follows:
1. Term and Termination. Commencing on the Effective Date, the term of this Agreement will continue indefinitely unless and until terminated in accordance with the terms of this Agreement (the "Term").
Notwithstanding any other provision of this Agreement, this Agreement may be terminated by either Party at any time after the Effective Date and during the Term and during the continuance of this Agreement upon that Party's delivery to the other Party of prior written notice of its intention to do so (the "Notice of Termination" herein) at least 90 calendar days prior to the effective date of any such termination (the end of such ninety-day period from such Notice of Termination being the "Effective Termination Date" herein). In any such event the Consultant's ongoing obligation to provide the Services (as hereinafter defined and determined) will continue only until the Effective Termination Date and the Company's ongoing obligation to provide and to pay to the Consultant the Consulting Fee (as hereinafter defined and determined) under section 3 hereinbelow will continue only until the Effective Termination Date.
In the event this Agreement is terminated by the Company without cause, the Company's ongoing obligation to provide the Warrants (as hereinafter defined and determined) under section 3 hereinbelow will survive the Effective Termination Date.
Notwithstanding any other provision of this Agreement, this Agreement may be terminated by any Party hereto at any time upon written notice to the other Party of such Party's intention to do so (the "Notice of Termination for Breach" herein) at least 30 calendar days prior to the effective date of any such termination (the end of such thirty-day period from such Notice of Termination being the "Effective Termination Date for Breach" herein), and damages sought, if:
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(a) the other Party fails to cure a material breach of any provision of this Agreement within 30 calendar days from its receipt of written notice from said Party (unless such material breach cannot be reasonably cured within said 30 calendar days and the other Party is actively pursuing to cure said material breach);
(b) the other Party is willfully non-compliant in the performance of its respective duties under this Agreement within 30 calendar days from its receipt of written notice from said Party (unless such willful non-compliance cannot be reasonably corrected within said 30 calendar days and the other Party is actively pursuing to cure said willful non-compliance);
(c) the other Party commits fraud or serious neglect or misconduct in the discharge of its respective duties hereunder or under the law; or
(d) the other Party becomes adjudged bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy, and where any such involuntary petition is not dismissed within 30 calendar days.
In any such event the Consultant's ongoing obligation to provide the Services (as hereinafter defined and determined) will continue only until the Effective Termination Date or Effective Termination Date for Breach, as applicable, and the Company's ongoing obligation to provide and to pay to the Consultant the Consulting Fee and Warrants under section 3 hereinbelow will continue only until the Effective Termination Date for Breach.
2. Services. The Company hereby engages the Consultant to act as its non-exclusive consultant to assist in the
Company's corporate development, provide general business and management services, and other services as may be
reasonably required from time-to-time. Said Services shall include, but not be limited to, subject to the Company's
prior approval:
(a) providing the Company with corporate management services as required and requested by the Company;
(b) providing the Company with introductions to certain entities which could form strategic alliances or partnerships with the Company and its business;
(c) assisting the Company with strategic planning; and
(d) assisting in negotiations with any potential strategic alliance or partnership whether introduced by the Consultant or otherwise.
In this regard, it is hereby acknowledged and agreed that the Consultant shall be entitled to communicate
with and shall rely upon the immediate advice, direction, and instructions of the CEO of the Company, or upon the
advice or instructions of such other director or officer of the Company as the CEO of the Company shall, from time
to time, designate in times of the CEO's absence, in order to initiate, coordinate and implement the Services as
contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors of the
Company (the "Board of Directors").
Without in any manner limiting the generality of the Services to be provided as set forth hereinabove, it is hereby also acknowledged and agreed that Consultant would continue to use its reasonable commercial efforts to devote to the Company the Services on a reasonably sufficient part-time and non-exclusive consulting basis during the Term and during the continuance of this Agreement and for the performance of said Services faithfully, diligently, to the best of the Consultant's abilities and in the best interests of the Company. The Consultant hereby acknowledges and agrees to abide by the reasonable rules, regulations, instructions, personnel practices, and policies of the Company and any changes therein which may be adopted from time to time by the same as such rules, regulations, instructions, personnel practices, and policies may be reasonably applied to the Consultant as a non-exclusive consultant and advisor of the Company.
3. Remuneration. It is hereby acknowledged and agreed that the Consultant shall render the Services as defined hereinabove during the Term and during any continuance of this Agreement and shall thus be compensated from the Effective Date of this Agreement to the termination of the same by way of the payment by the Company to the Consultant of a consulting fee in the amount of US$10,000 per month (the "Consulting Fee"), paid on the first day of each month up to and including the last day of the Term.
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In addition, the Consultant shall be issued 1,000,000 common stock purchase warrants (the "Warrants") which shall vest as to a certain amount of Warrants upon the achievement of certain milestones (each, a "Milestone Event") described below. Each Warrant will entitle the holder thereof to acquire one share of common stock in the capital of the Company (each, a "Warrant Share") at an exercise price of $0.001 per Warrant Share for a period of 60 months from the date of issuance. The Warrants shall vest and be exercisable in accordance with the achievement of the Milestone Events as follows:
(a) 250,000 Warrants shall vest upon the Company completing and receiving the results of the three (3) month human collagen animal study in Boston, MA;
(b) 250,000 Warrants shall vest upon the Company listing its shares of common stock on The Nasdaq Stock Market, LLC, or any such other recognized stock exchange in North America;
(c) 250,000 Warrants shall vest upon the Company's listed shares of common stock trading for at least 20 consecutive trading days at a market capitalization of $80,000,000 or greater in the currency of the recognized stock exchange in North America on which the shares of common stock are listed; and
(d) 250,000 Warrants shall vest upon the Company submitting a 510(k) application to the United States Food and Drug Administration.
Furthermore, if and in the event that the Company is acquired, in whole or in part through an acquisition, merger, or sale of substantially all of its assets, during the Term of this Agreement, it is agreed and understood that all of the Warrants shall immediately vest and be exercisable as if each Milestone Event had been achieved, and the Consultant will not be requested or demanded by the Company to return any of the Warrants.
In this regard, the Consultant hereby acknowledges and agrees that the Company makes no representations as to any resale or other restriction affecting the Warrants and Warrant Shares and that it is presently contemplated that the Warrants and Warrant Shares will be issued by the Company to the Consultant in reliance upon the exemption from the registration requirements under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") provided by Rule 903 of Regulation S under the U.S. Securities Act, which will impose a trading restriction on the Warrants and Warrant Shares. The Consultant has reviewed and duly executed the Regulation S Investment Agreement in the form attached to this Agreement as Exhibit A to ensure the Warrants are issued by the Company to the Consultant in compliance with the exemption from the registration requirements provided by Rule 903(b)(3) of Regulation S under the U.S. Securities Act. The Consultant hereby also acknowledges and understands that neither the sale of the Warrants, nor the issuance of any Warrant Shares upon exercise of the Warrants, have been registered under the U.S. Securities Act or any state securities laws, and, furthermore, that the Warrants and Warrant Shares must be held indefinitely unless subsequently registered under the U.S. Securities Act or an exemption from such registration is available. The Consultant also acknowledges and understands that the certificate(s) representing the Warrants and any Warrant Shares issued upon exercise of the Warrants will be stamped with the following legend (or substantially equivalent language) restricting transfer in the following manner if such restriction is required by applicable securities laws:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE [for warrants add: AND THE SECURITIES ISSUABLE HEREUNDER] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION OR EXCLUSION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THE CERTIFICATE CANNOT BE THE SUBJECT OF HEDGING TRANSACTIONS UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE U.S. SECURITIES ACT."; and
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the Consultant hereby consents to the Company making a notation on its records or giving instructions to any transfer agent of the Company in order to implement the restrictions on transfer set forth and described hereinabove.
The Consultant also understands and acknowledges that in addition to the legends set forth above, the certificates representing the Warrants will also bear a legend in substantially the following form:
"THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT."
It is hereby also acknowledged and agreed that the Consulting Fee and the issuance of the Warrants upon a Milestone Event shall be the Consultant's sole compensation under this Agreement. The Consultant shall not be reimbursed by the Company for any expenses incurred in connection with this Agreement, unless otherwise agreed in writing by the Company and the Consultant.
It is hereby also acknowledged and agreed that the Consultant will be classified as a non-taxable consultant of the Company for all purposes, such that all compensation which is provided by the Company to the Consultant under this Agreement, or otherwise, will be calculated on the foregoing and gross basis. In this regard, and for all matters relating to this Agreement, the Consultant will be a non-taxable consultant of the Company under the meaning or application of all applicable federal and state unemployment, insurance and workers' compensation laws, and otherwise.
4. Additional duties and obligations of the Consultant. At such time or times, as may be required by the Board of Directors, acting reasonably, the Consultant will provide the Board of Directors with such information concerning the results of the Consultant's Services and activities hereunder for the previous month as the Board of Directors may reasonably require.
The Consultant acknowledges and agrees that all written and oral opinions, reports, advice and materials previously provided and to be provided by the Consultant to the Company in connection with the Consultant's engagement hereunder are intended solely for the Company's benefit and for the Company's uses only, and that any such written and oral opinions, reports, advice, and information are the exclusive property of the Company. In this regard the Consultant covenants and agrees that the Company may utilize any such opinion, report, advice and materials for any other purpose whatsoever and, furthermore, may reproduce, disseminate, quote from and refer to, in whole or in part, at any time and in any manner, any such opinion, report, advice and materials in the Company's sole and absolute discretion. The Consultant further covenants and agrees that no public references to the Consultant or disclosure of the Consultant's role in respect of the Company may be made by the Consultant without the prior written consent of the Board of Directors in each specific instance and, furthermore, that any such written opinions, reports, advice or materials shall, unless otherwise required by the Board of Directors, be provided by the Consultant to the Company in a form and with such substance as would be acceptable for filing with and approval by any regulatory authority having jurisdiction over the affairs of the Company from time to time.
The Consultant will not, except as authorized or required by the Company in writing, reveal or divulge to any person, company or entity any information concerning the respective organization, business, finances, transactions or other affairs of the Company which may come to the Consultant's knowledge during the Term or any continuance of this Agreement, and the Consultant will keep in complete secrecy all confidential information entrusted to the Consultant and will not use or attempt to use any such information in any manner which may injure or cause loss either directly or indirectly to the Company's business interests. This restriction will continue to apply after the termination of this Agreement without limit in point of time but will cease to apply to information or knowledge which may come into the public domain. In addition, the Consultant will comply with all U.S. and foreign laws, whether federal, provincial or state, applicable to its respective duties and obligations hereunder and, in addition, hereby represents and warrants that any information which the Consultant may provide to any person or company hereunder will, to the best of the Consultant's knowledge, information and belief, be accurate and complete in all material respects and not misleading, and will not omit to state any fact or information which would be material to such person or company.
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The Consultant warrants that the Consultant shall conduct the business and other activities in a manner which is lawful and reputable and which brings good repute to the Company, the Company's business interests and the Consultant. In particular, and in this regard, the Consultant specifically warrants to provide the Services in a sound and professional manner such that the same meets superior standards of performance quality within the standards of the industry or as set by the specifications of the Company.
The Consultant hereby acknowledges and agrees that any and all Company business interests, together with any services, products or improvements derived therefrom and any trademarks or trade names used in connection with the same (collectively, the "Property"), are wholly owned and controlled by the Company. Correspondingly, neither this Agreement, nor the operation of the business contemplated by this Agreement, confers or shall be deemed to confer upon the Consultant any interest whatsoever in and to any of the Property. In this regard the Consultant hereby further covenants and agrees not to, during or after the Term and the continuance of this Agreement, contest the title to any of the Property interests, in any way dispute or impugn the validity of the Property interests or take any action to the detriment of the Company's interests therein. The Consultant acknowledges that, by reason of the unique nature of the Property interests, and by reason of the Consultant's knowledge of and association with the Property interests during the Term and during the continuance of this Agreement, the aforesaid covenant, both during the Term of this Agreement and thereafter, is reasonable and commensurate for the protection of the legitimate business interests of the Company. As a final note, the Consultant hereby further covenants and agrees to immediately notify the Company of any infringement of or challenge to the any of the Property interests as soon as the Consultant becomes aware of the infringement or challenge.
5. Additional duties and obligations of the Parties. During the continuance of this Agreement, and for a period of 6 months following the termination of this Agreement for any reason, the Consultant shall not engage in any business or activity whatsoever which reasonably may be determined by the Board of Directors, in its sole and absolute discretion, to compete with any portion of the Company's business interests as contemplated hereby without the prior written consent of the Board of Directors. Furthermore, each of the Parties hereby acknowledges and agrees, for a period of at least one year following the termination of this Agreement for any reason, not to initiate any contact or communication directly with either of the other Party or any of its respective subsidiaries, as the case may be, together with each of the other Party's respective directors, officers, representatives, agents or employees, without the prior written consent of the other Party hereto and, notwithstanding the generality of the foregoing, further acknowledges and agrees, even with the prior written consent of the other Party, to such contact or communication, to limit such contact or communication to discussions outside the scope of any confidential information (as hereinafter determined). For the purposes of the foregoing the Parties hereby recognize and agree that a breach by a Party of any of the covenants herein contained would result in irreparable harm and significant damage to the other Party that would not be adequately compensated for by monetary award. Accordingly, each of the Parties agrees that, in the event of any such breach, in addition to being entitled as a matter of right to apply to a Court of competent equitable jurisdiction for relief by way of restraining order, injunction, decree or otherwise as may be appropriate to ensure compliance with the provisions hereof, a Party will also be liable to the other Party hereto, as liquidated damages, for an amount equal to the amount received and earned by that Party as a result of and with respect to any such breach. The Parties hereby acknowledge and agree that if any of the aforesaid restrictions, activities, obligations or periods are considered by a Court of competent jurisdiction as being unreasonable, the Parties agree that said Court shall have authority to limit such restrictions, activities or periods as the Court deems proper in the circumstances. In addition, the Parties further acknowledge and agree that all restrictions or obligations in this Agreement are necessary and fundamental to the protection of their respective business interests and are reasonable and valid, and all defenses to the strict enforcement thereof by the Parties are hereby waived.
Each Party will not, except as authorized or required by its respective duties and obligations hereunder, reveal or divulge to any person, company or entity any information concerning the respective organization, business, finances, transactions or other affairs of the other Party, or of any of the other Party's respective subsidiaries, which may come to the Party's knowledge during any continuance of this Agreement, and each Party will keep in complete secrecy all confidential information entrusted to the Party and will not use or attempt to use any such information in any manner which may injure or cause loss either directly or indirectly to the other Party's respective business interests. This restriction will continue to apply after the termination of this Agreement without limit in point of time but will cease to apply to information or knowledge which may come into the public domain.
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Each Party will comply with all U.S. and foreign laws, whether federal, provincial or state, applicable to its respective duties and obligations hereunder and, in addition, hereby represents and warrants that any information which the Party may provide to any person or company hereunder will, to the best of the Party's knowledge, information and belief, be accurate and complete in all material respects and not misleading, and will not omit to state any fact or information which would be material to such person or company.
6. Indemnification and contribution. The Parties hereby each agree to indemnify and save harmless the other Party and including, where applicable, their respective subsidiaries and affiliates and each of their respective directors, officers, employees and agents (each such party being an "Indemnified Party") harmless from and against any and all losses, claims, actions, suits, proceedings, damages, liabilities or expenses of whatever nature or kind and including, without limitation, any investigation expenses incurred by any Indemnified Party, to which an Indemnified Party may become subject by reason of the terms and conditions of this Agreement. This indemnity will not apply in respect of an Indemnified Party in the event and to the extent that a Court of competent jurisdiction in a final judgment shall determine that the Indemnified Party was grossly negligent or guilty of willful misconduct. The Parties agree to waive any right they might have of first requiring the Indemnified Party to proceed against or enforce any other right, power, remedy, security or claim payment from any other person before claiming this indemnity. In case any action is brought against an Indemnified Party in respect of which indemnity may be sought against either of the Parties (in each such case the Party then being an "Indemnitor"), the Indemnified Party will give both Parties prompt written notice of any such action of which the Indemnified Party has knowledge and the Indemnitor will undertake the investigation and defense thereof on behalf of the Indemnified Party, including the prompt employment of counsel acceptable to the Indemnified Party affected and the Indemnitor and the payment of all expenses. Failure by the Indemnified Party to so notify shall not relieve the Indemnitor of the Indemnitor's obligation of indemnification hereunder unless (and only to the extent that) such failure results in a forfeiture by the Indemnitor of substantive rights or defenses. No admission of liability and no settlement of any action shall be made without the consent of each of the Parties and the consent of the Indemnified Party affected, such consent not to be unreasonably withheld. Notwithstanding that the Indemnitor will undertake the investigation and defense of any action, an Indemnified Party will have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel will be at the expense of the Indemnified Party unless (a) such counsel has been authorized by the Indemnitor, (b) the Indemnitor has not assumed the defense of the action within a reasonable period of time after receiving notice of the action, (c) the named parties to any such action include that any Party and the Indemnified Party shall have been advised by counsel that there may be a conflict of interest between any Party and the Indemnified Party or (d) there are one or more legal defenses available to the Indemnified Party which are different from or in addition to those available to any Party. If for any reason other than the gross negligence or bad faith of the Indemnified Party being the primary cause of the loss claim, damage, liability, cost or expense, the foregoing indemnification is unavailable to the Indemnified Party or insufficient to hold them harmless, the Indemnitor shall contribute to the amount paid or payable by the Indemnified Party as a result of any and all such losses, claim, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Indemnified Party on the other, but also the relative fault of relevant Party and the Indemnified Party and other equitable considerations which may be relevant. Notwithstanding the foregoing, the Indemnitor shall in any event contribute to the amount paid or payable by the Indemnified Party, as a result of the loss, claim, damage, liability, cost or expense (other than a loss, claim, damage, liability, cost or expenses, the primary cause of which is the gross negligence or bad faith of the Indemnified Party), any excess of such amount over the amount of the fees actually received by the Indemnified Party hereunder.
7. Legal representation and costs. The Consultant represents that it has consulted with independent legal counsel and/or tax, financial and business advisors, to the extent the Consultant deemed necessary in the preparation and execution of this Agreement. Each Party to this Agreement will also bear and pay its own costs, legal and otherwise, in connection with its respective preparation, review and execution of this Agreement.
8. Waiver. The waiver by either Party of a breach of any provision of this Agreement by the other Party shall not operate or be construed as a waiver of any subsequent breach by such other Party.
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9. Notices. Each notice, demand or other communication required or permitted to be given under this Agreement shall be in writing and shall be delivered to the party to whom it is addressed by either (i) (a) in hand delivery; (b) by certified mail, return receipt requested, with adequate postage prepaid; or (c) by courier delivery service (including major overnight delivery companies such as FedEx or UPS) or (ii) be made via known electronic mail, with a delivery receipt. The date of receipt of such notice, demand or other communication shall be the date of delivery thereof if delivered or sent via electronic mail, or, if given by certified mail as aforesaid, shall be deemed conclusively to be the third business day after the same shall have been so mailed, except in the case of interruption of postal services for any reason whatsoever, in which case the date of receipt shall be the date on which the notice, demand or other communication is actually received by the addressee. Any Party may at any time and from time to time notify the other Parties in writing of a change of address and the new address to which notice shall be given to it thereafter until further change.
10. Entire agreement, amendment and construction. This Agreement constitutes the entire agreement to date between the Parties and supersedes every previous agreement, communication, expectation, negotiation, representation or understanding, whether oral or written, express or implied, statutory or otherwise, between the Parties with respect to the subject matter of this Agreement and including, without limitation, any oral agreement with respect to the Services provided since the Effective Date which is hereby confirmed as superseded, in its entirety, by the terms and conditions of this Agreement.
This Agreement and its terms may not be changed orally but only by an agreement in writing signed by the Party against whom enforcement of any waiver, change, modification, extension or discharge is sought.
In the event that any particular provision or provisions of this Agreement shall for any reason hereafter be determined to be unenforceable, or in violation of any law, governmental order or regulation, such unenforceability or violation shall not affect the remaining provisions of this Agreement, which shall continue in full force and act and be binding upon the respective Parties. The language of this Agreement shall be construed as a whole, according to its fair meaning and intent, and not strictly for or against either Party, regardless of who drafted or was principally responsible for drafting the Agreement or the terms or conditions hereof.
11. Arbitration. Except for matters of indemnity or in the case of urgency to prevent material harm to a substantive right or asset, the Parties agree that all questions or matters in dispute with respect to this Agreement shall be submitted to arbitration pursuant to the terms hereof. This provision shall not prejudice a Party from seeking a Court order or assistance to garnish or secure sums or to seek summary remedy for such matters as counsel may consider amenable to summary proceedings. It shall be a condition precedent to the right of any Party to submit any matter to arbitration pursuant to the provisions hereof that any Party intending to refer any matter to arbitration shall have given not less than five business days' prior written notice of its intention to do so to the other Party together with particulars of the matter in dispute. On the expiration of such five business days the Party who gave such notice may proceed to refer the dispute to arbitration as provided for hereinbelow. The Party desiring arbitration shall appoint one arbitrator, and shall notify the other Party of such appointment, and the other Party shall, within five business days after receiving such notice, appoint an arbitrator, and the two arbitrators so named, before proceeding to act, shall, within five business days of the appointment of the last appointed arbitrator, unanimously agree on the appointment of a third arbitrator, to act with them and be chairperson of the arbitration herein provided for. If the other Party shall fail to appoint an arbitrator within five business days after receiving notice of the appointment of the first arbitrator, and if the two arbitrators appointed by the Parties shall be unable to agree on the appointment of the chairperson, the chairperson shall be appointed in accordance with the provisions of the American Arbitration Rules, as amended (the "Arbitration Rules"). Except as specifically otherwise provided in this section, the arbitration herein provided for shall be conducted in accordance with such Arbitration Rules in Nevada, USA. The chairperson, or in the case where only one arbitrator is appointed, the single arbitrator, shall fix a time and place for the purpose of hearing the evidence and representations of the Parties, and the chairperson shall preside over the arbitration and determine all questions of procedure not provided for by the Arbitration Rules or this section. After hearing any evidence and representations that the Parties may submit, the single arbitrator, or the arbitrators, as the case may be, shall make an award and reduce the same to writing, and deliver one copy thereof to each of the Parties. The expense of the arbitration shall be paid as specified in the award. The Parties agree that the award of a majority of the arbitrators, or in the case of a single arbitrator, of such arbitrator, shall be final and binding upon each of them.
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12. Time of the essence. Time will be of the essence of this Agreement.
13. Enurement. This Agreement will enure to the benefit of and will be binding upon the Parties and their respective heirs, executors, administrators and assigns.
14. Further assurances. The Parties will from time to time after the execution of this Agreement make, do, execute or cause or permit to be made, done or executed, all such further and other acts, deeds, things, devices and assurances in law whatsoever as may be required to carry out the true intention and to give full force and effect to this Agreement.
15. No partnership or agency. The Parties have not created a partnership and nothing contained in this Agreement shall in any manner whatsoever constitute any Party the partner, agent or legal representative of the other Parties, nor create any fiduciary relationship between them for any purpose whatsoever.
16. Applicable law. For all purposes this Agreement will be governed exclusively by and construed and enforced in accordance with the laws prevailing in the State of Nevada, U.S.A., and the federal laws of the United States applicable therein.
17. Counterparts. This Agreement may be signed by the Parties in as many counterparts as may be necessary, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by Docusign or adobesign electronic signature, facsimile transmission or by e-mail delivery of a ".pdf" format data file, shall be given the same legal force and effect as original signatures.
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IN WITNESS WHEREOF the Parties have entered into this Agreement as of the Execution Date first above written.
/s/ David Bogart
David Bogart
Conexeu Sciences Inc.
By: /s/ Michael Wright
Michael Wright, Director
Exhibit A
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE U.S. SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES ADMINISTRATION OR REGULATORY AUTHORITY.
REGULATION S INVESTMENT AGREEMENT - PRIVATE PLACEMENT OF WARRANTS
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED AND UNDER NATIONAL INSTRUMENT
45-106 OF THE CANADIAN SECURITIES ADMINISTRATORS
To: Conexeu Sciences Inc. (the "Company")
Whereas:
A. The Company has agreed to issue certain common stock purchase warrants (the "Warrants") to David Bogart (the "Investor") pursuant to a Consulting Services Agreement between the Company and the Investor, dated May 14, 2025 (the "Agreement");
B. The Investor is a resident of that country set forth in the Investor's address below; and
C. The Company is requiring the Investor to execute and deliver this Regulation S Investment Agreement in favour of the Company in order to confirm the agreements, representations and warranties of the Investor in connection with the issuance of the Warrants to the Investor pursuant to an in reliance of an exemption or safe harbor from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and pursuant to the prospectus exemption under National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") of the Canadian Securities Administrators provided by the "accredited investor" exemption under Section 2.3 of NI 45-106.
Therefore,
1. The Investor represents and warrants to, and covenants with, the Company as follows, and acknowledges the Company is relying upon such representations, warranties and covenants in connection with the offer, sale and issuance of the Warrants to the Investor:
(a) the Investor has such knowledge and experience in finance, securities, investments and other business matters so as to be able to evaluate the merits and risks of an investment in the Warrants and the shares of common stock issuable upon exercise thereof (the "Warrants Shares" and together with the Warrants, the "Securities"), and to otherwise protect its interests in connection with this transaction;
(b) the Investor is aware that the Company is not subject to the reporting obligations under Section 13(a) of the United States Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), and, as such, the Company is not required to make certain filings on the Electronic Data Gathering, Analysis and Retrieval system, an electronic filing system developed for the United States Securities and Exchange Commission;
(c) the Investor has had full opportunity to (i) ask questions of, and to receive answers from the Company concerning the Warrants and the Investor has received all information regarding the Company reasonably requested by the Investor as the Investor has considered necessary or appropriate in connection with its investment decision to acquire the Warrants, and (ii) discuss such information with the Investor's legal and financial advisers prior to execution of this Agreement;
(d) the Investor is acquiring the Warrants for the Investor's own account, for investment purposes only and not with a view to any resale, distribution or other disposition of the Securities in violation of the United States securities laws;
(e) the Investor will not be purchasing the Warrants as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or the Internet, or broadcast over radio, television, the Internet or other form of telecommunications, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;
(f) the Investor is not aware of, and will not itself engage in, any form of "directed selling efforts" (as such term is defined in Regulation S under the U.S. Securities Act), including any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market for the Shares in the United States;
(g) the Investor is domiciled in the country set forth in the Investor's address appearing below on the signature page hereof for all purposes, including for the purposes of applicable securities laws;
(h) the Investor was not in the United States at the time it received the offer to acquire the Warrants, at the time the Investor executed any buy order for the Warrants, and at the time it delivered any buy order with respect to the Warrants; and
(i) the Investor is not a "U.S. person" as defined in Regulation S of the U.S. Securities Act (which definition is set forth in Schedule "A" hereto for convenience of reference of the parties), and is not acquiring the Warrants for the account or benefit of a U.S. person or a person in the United States.
(j) The Investor understands, acknowledges and agrees that:
(i) the Securities have not been and will not be registered under the U.S. Securities Act, or the securities laws of any state of the United States, and the offer and sale of the Warrants to the Investor is being made in reliance on an exemption from such registration requirements;
(ii) the Warrants may not be exercised in the United States or by or on behalf of, or for the account or benefit of, a U.S. person unless (A) the Warrants and the Warrant Shares issuable upon exercise of the Warrants have been registered under the U.S. Securities Act and the applicable securities legislation of any such state, or an exemption from such registration requirements is available, and (B) the Investor, as the holder of the Warrants, has complied with the requirements set forth in the Warrant Exercise Form attached to the certificate representing the Warrants;
(iii) upon issuance thereof, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable state securities laws and regulations, the certificates representing the Warrants and any Warrant Shares issued upon exercise of the Warrants, and all certificates issued in exchange therefor or in substitution thereof, will bear a legend in substantially the following form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE [for warrants add: AND THE SECURITIES ISSUABLE HEREUNDER] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION OR EXCLUSION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THE CERTIFICATE CANNOT BE THE SUBJECT OF HEDGING TRANSACTIONS UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE U.S. SECURITIES ACT."
provided, however, if any Securities are being sold, the legend may be removed by delivery to the registrar and transfer agent and the Company of an opinion of counsel, of recognized standing reasonably satisfactory to the Company, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.
(iv) the Company is not a reporting issuer in any jurisdiction of Canada, and therefore, upon issuance thereof, the certificates representing the Warrants and any Warrant Shares issued upon exercise of the Warrants, and all certificates issued in exchange therefor or in substitution thereof, will also bear a legend in substantially the following form:
"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (i) [insert distribution date], AND (ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY."
(iii) the certificates representing the Warrants, and all certificates issued in exchange therefor or in substitution thereof, shall also bear the following legend:
"THESE WARRANTS MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THESE WARRANTS HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT."
(iv) the Warrants will be issued to the Investor in an "offshore transaction" within the meaning of Regulation S of the U.S. Securities Act;
(k) the Investor as the holder of the Securities must not offer, sell or otherwise transfer any of them directly or indirectly unless:
(i) the sale is to the Company;
(ii) the sale is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations,
(iii) the sale is made pursuant to the exemption from the registration requirements under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in accordance with any applicable state securities or "blue sky" laws, or
(iv) the Securities are sold in a transaction that does not require registration under the U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of securities,
and in the case of (k)(iii) and (k)(iv) immediately above, the holder of the Securities has prior to such sale furnished to the Company and the Company's registrar and transfer agent, if required, an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company and the Company's registrar and transfer agent;
(l) the Investor acknowledges that there may be material tax consequences to the Investor of an acquisition or disposition of the Warrants or any Warrant Shares, and the Company does not give any opinion or makes any representation with respect to the tax consequences to the Investor under United States federal, state or local tax laws or any non-U.S. tax law of the Investor's acquisition or disposition of such securities;
(m) the Investor is accepting the Warrants as principal and satisfies the exemption from the prospectus requirements under Section 2.3 of NI 45-106 by qualifying as an "accredited investor" as such term is defined under Section 1.1 of NI 45-106, and the Investor has completed the Representation Letter for Accredited Investors attached as Schedule "B" and Appendix "A" to Schedule "B" to this Agreement, along with Appendix "B" to Schedule "B", if applicable.
(n) The Investor acknowledges and agrees that the Company may make a notation on its records or giving instructions to any transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this Investment Agreement; and
(o) The Investor acknowledges and agrees that this Investment Agreement shall be relied on by the Company and the Company's legal counsel to confirm that the offer, sale and issuance of the Warrants by the Company to the Investor shall be effected pursuant to and in reliance of an exemption from the registration requirements of the U.S. Securities Act and pursuant to the exemption from the prospectus requirements under Section 2.3 of NI 45-106.
2. This Investment Agreement will be governed by and construed in accordance with the laws of the State of Nevada, and the Investor hereby irrevocably attorns to the jurisdiction of the courts of the State of Nevada; and
3. Delivery of an executed copy of this Investment Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed signed copy will be deemed to be execution and delivery of this Investment Agreement as of the date set forth below.
This Investment Agreement is executed by the Investor effective as of the 14th day of May, 2025.
X /s/ David Bogart Signature (if Investor is an individual) X _____________________________________ Authorized signatory (if Investor is not an individual) David Bogart Name of Investor (please print) _______________________________________ Name of authorized signatory (please print) _______________________________________ Official capacity of authorized signatory (please print) [****] Address [****] City, State and Postal/ZIP Code |
SCHEDULE "A"
DEFINITION OF U.S. PERSON AND UNITED STATES
A "U.S. person" is defined by Regulation S under the U.S. Securities Act to be any person who is:
(a) any natural person resident in the United States;
(b) any partnership or corporation organized or incorporated under the laws of the United States;
(c) any estate of which any executor or administrator is a U.S. person;
(d) any trust of which any trustee is a U.S. person;
(e) any agency or branch of a foreign entity located in the United States;
(f) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporate, or (if an individual) resident in the United States; and
(g) any partnership or corporation if:
(i) organized or incorporated under the laws of any foreign jurisdiction; and
(ii) formed by a U.S. person principally for the purpose of investing in securities not registered under the U.S. Securities Act, unless it is organized or incorporated, and owned, by accredited investors [as defined in Section 230.501(a) of the U.S. Securities Act] who are not natural persons, estates or trusts.
"United States" is defined by Regulation S under the U.S. Securities Act to mean the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.
SCHEDULE "B"
REPRESENTATION LETTER FOR ACCREDITED INVESTORS
To: Conexeu Sciences Inc. (the "Company").
Unless defined herein, capitalized terms have the meaning as ascribed to them in the Regulation S Investment Agreement to which this Schedule "B" is attached.
In connection with the offer, sale and issuance of the Warrants of the Company to the Investor, the Investor hereby represents, warrants, covenants and certifies to the Company that:
1. The Investor is purchasing the Warrants as principal for the Investor's own account or is deemed under National Instrument 45-106 - Prospectus Exemptions of the Canadian Securities Administrators ("NI 45-106") to be purchasing the Warrants as principal;
2. The Investor is an "accredited investor" within the meaning of NI 45-106, and in Ontario, as defined in Section 73.3 of the Securities Act (Ontario) as supplemented by the definition in NI 45-106, by virtue of satisfying the indicated criterion as set out in Appendix "A" to this Representation Letter (YOU MUST ALSO INITIAL THE APPROPRIATE LINE IN APPENDIX "A" TO THIS REPRESENTATION LETTER AND, IF APPLICABLE, COMPLETE EACH QUESTION THAT FOLLOWS THAT PARTICULAR PORTION OF THE DEFINITION). If the Investor is an individual relying on paragraph (j), (k) or (l) of the "accredited investor" definition in Appendix "A" to this Representation Letter, please duly complete and sign two copies of Form 45-106F9 - "Form for Individual Accredited Investors" in the form attached hereto as Appendix "B" to this Representation Letter;
3. The above representations, warranties and covenants will be true and correct both as of the execution of this Representation Letter and as of the issue date of the Warrants and the Investor acknowledges that they will survive the completion of the issuance of the Warrants; and
4. The undersigned acknowledges that the foregoing representations, warranties and covenants are made by the undersigned with the intent that they will be relied upon in determining the suitability of the Investor as a purchaser of the Warrants and that this Representation Letter is incorporated into and forms part of the Agreement and the undersigned undertakes to immediately notify the Company of any change in any statement or other information relating to the Investor set forth herein that takes place prior to the issuance of the Warrants to the Investor.
Dated: May 14, 2025.
| David Bogart Print name of Investor |
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| By: | /s/ David Bogart Signature |
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| ____________________________________________________ Title ____________________________________________________ (Please print name of individual whose signature appears above, if different from the name of the Investor printed above) |
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APPENDIX "A"
CERTIFICATE OF ACCREDITED INVESTOR
NOTE: YOU MUST INITIAL BESIDE THE APPLICABLE PORTION OF THE DEFINITION BELOW AND COMPLETE EACH QUESTION WHICH FOLLOWS THE APPLICABLE PORTION OF THE DEFINITION.
Accredited Investor - (as defined in National Instrument 45-106, and in Ontario, as defined in Section 73.3 of the Securities Act (Ontario) as supplemented by the definition in National Instrument 45-106) includes:
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(a) except in Ontario, a Canadian financial institution, or a Schedule III bank, |
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(a.1) in Ontario, a financial institution described in paragraph 1, 2 or 3 of subsection 73.1 (1) of the Securities Act (Ontario), |
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(b) except in Ontario, the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada), |
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(b.1) in Ontario, the Business Development Bank of Canada, |
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(c) except in Ontario, a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary, |
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(c.1) in Ontario, a subsidiary of any person or corporation referred to in clause (a.1) or (b.1), if the person or corporation owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary, |
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(d) except in Ontario, a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, |
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(d.1) in Ontario, a person or corporation registered under the securities legislation of a province or territory of Canada as an adviser or dealer, except as otherwise prescribed by the regulations, |
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Jurisdiction(s) registered: _____________________________________________ Registration number(s): _______________________________________________ |
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(e) an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d), |
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(e.1) an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador), |
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Name of person with whom Purchaser is or was registered: Jurisdiction(s) registered: _______________________________ Categories of registration: ______________________________ |
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(f) except in Ontario, the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada, |
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(f.1) in Ontario, the Government of Canada, the government of a province or territory of Canada, or any Crown corporation, agency or wholly owned entity of the Government of Canada or of the government of a province or territory of Canada, |
B3
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(g) a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l'île de Montréal or an intermunicipal management board in Québec, |
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(h) any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government, |
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(i) except in Ontario, a pension fund that is regulated by the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada, |
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(i.1) in Ontario, a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a province or territory of Canada, |
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Jurisdiction(s) registered: _____________________________________________ Registration number(s): _______________________________________________ |
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(j) an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000, [If this is your applicable category, you must also complete Form 45-106F9 attached as Appendix "B" to the Representation Letter] |
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(j.1) an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5,000,000,
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(k) an individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300 000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year, [If this is your applicable category, you must also complete Form 45-106F9 attached as Appendix "B" to the Representation Letter] |
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(l) an individual who, either alone or with a spouse, has net assets of at least $5,000,000, [If this is your applicable category, you must also complete Form 45-106F9 attached as Appendix "B" to the Representation Letter] |
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(m) a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements, |
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Type of entity: ______________________________________________________ Jurisdiction and date of formation: _____________________________________ |
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(n) an investment fund that distributes or has distributed its securities only to: (i) a person that is or was an accredited investor at the time of the distribution, (ii) a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment], or 2.19 [Additional investment in investment funds], or (iii) a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment], |
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(o) an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt, |
B4
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(p) a trust corporation or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust corporation or trust corporation, as the case may be, |
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Jurisdiction(s) registered: _____________________________________________ Registration number(s): _______________________________________________ |
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(q) a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, |
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Jurisdiction(s) registered or authorized: _________________________________ Categories of registration: _____________________________________________ |
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(r) a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded, |
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Registration number(s) assigned to subscriber: ___________________________ Name of eligibility advisor or registered advisor: __________________________ Jurisdiction(s) registered: _____________________________________________ Categories of registration:_____________________________________________ |
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(s) an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) paragraph (i) [and in Ontario, paragraphs (a.1) to (d.1) or paragraph (i.1)] in form and function, |
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Jurisdiction organized: _______________________________________________ Type of entity: _______________________________________________________ |
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(t) a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors [If this is your applicable category, each owner of interest must individually complete and submit to the Company its own copy of this Certificate of Accredited Investor], |
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Name(s) of owners of interest: _________________________________________ Type of entity (if applicable): __________________________________________ Categories of accredited investor: ______________________________________ |
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(u) an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser, |
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Name of advisor: ____________________________________________________ Jurisdiction(s) registered: _____________________________________________ Categories of registration: Basis of exemption: __________________________________________________ |
B5
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(v) a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor, |
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(v.1) in Ontario, a person or corporation that is recognized or designated by the Commission as an accredited investor, |
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Jurisdiction(s) recognized or designated: ________________________________ |
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(w) a trust established by an accredited investor for the benefit of the accredited investor's family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor's spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor's spouse or of that accredited investor's former spouse. |
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Name(s) of settlor: ___________________________________________________ Name(s) of trustees: __________________________________________________ Categories of accredited investor: ______________________________________ Categories of beneficiaries: ____________________________________________ |
Dated: May 14, 2025.
| /s/ David Bogart | |
| Signature of individual (if Investor is an individual) | |
| Authorized signatory (if Investor is not an individual) | |
| David Bogart | |
| Name of Investor (please print) | |
| Name of authorized signatory (please print) | |
| Official capacity of authorized signatory (please print) |
B6
For the purposes hereof:
| (a) | "Canadian financial institution" means: | ||
| (i) | an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of the Cooperative Credit Associations Act (Canada); or | ||
| (ii) | a bank, loan corporation, trust corporation, trust corporation, insurance corporation, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada; | ||
| (b) | "control person" has the meaning ascribed to that term in securities legislation except in Manitoba, Ontario, Quebec, Nova Scotia, Newfoundland and Labrador, Prince Edward Island, the Northwest Territories and Nunavut where "control person" means any person that holds or is one of a combination of persons that hold: | ||
| (i) | a sufficient number of any of the securities of an issuer so as to affect materially the control of the issuer; or | ||
| (ii) | more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holding of those securities does not affect materially the control of that issuer; | ||
| (c) | "director" means: | ||
| (i) | a member of the board of directors of a corporation or an individual who performs similar functions for a corporation; and | ||
| (ii) | with respect to a person that is not a corporation, an individual who performs functions similar to those of a director of a corporation; | ||
| (d) | "eligibility adviser" means: | ||
| (i) | a person that is registered as an investment dealer or in an equivalent category of registration under the securities legislation of the jurisdiction of a Investor and authorized to give advice with respect to the type of security being distributed; and | ||
| (ii) | in Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not: | ||
| (A) | have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders or control persons; and | ||
| (B) | have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons within the previous 12 months; | ||
| (e) | "executive officer" means, for an issuer, an individual who is: | ||
| (i) | a chair, vice-chair or president; | ||
| (ii) | a vice-president in charge of a principal business unit, division or function including sales, finance or production; | ||
| (iii) | an officer of the issuer or any of its subsidiaries and who performs a policy-making function in respect of the issuer; or | ||
| (iv) | performing a policy-making function in respect of the issuer; | ||
| (f) | "financial assets" means (i) cash, (ii) securities or (iii) a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation. These financial assets are generally liquid or relatively easy to liquidate. The value of a purchaser's personal residence would not be included in a calculation of financial assets; | ||
B7
| (g) | "financial statements" for the purposes of paragraph (m) of the "accredited investor" definition must be prepared in accordance with generally accepted accounting principles; | |
| (h) | "founder" means, in respect of an issuer, a person who: | |
| (i) | acting alone, in conjunction or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer; and | |
| (ii) | at the time of the trade is actively involved in the business of the issuer; | |
| (i) | "fully managed account" means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client's express consent to a transaction; | |
| (j) | "investment fund" has the meaning ascribed thereto in National Instrument 81-106 - Investment Fund Continuous Disclosure; | |
| (k) | "person" includes: | |
| (i) | an individual; | |
| (ii) | a corporation; | |
| (iii) | a partnership, trust, fund and association, syndicate, organization or other organized group of persons, whether incorporated or not; and | |
| (iv) | an individual or other person in that person's capacity as a trustee, executor, administrator or personal or other legal representative; | |
| (l) | "person" in Ontario means an individual, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator or other legal representative; | |
| (m) | "net assets" means all of the purchaser's total assets minus all of the purchaser's total liabilities. Accordingly, for the purposes of the net asset test, the calculation of total assets would include the value of a purchaser's personal residence and the calculation of total liabilities would include the amount of any liability (such as a mortgage) in respect of the purchaser's personal residence. To calculate a purchaser's net assets under the "accredited investor" definition, subtract the purchaser's total liabilities from the purchaser's total assets (including real estate). The value attributed to assets should reasonably reflect their estimated fair value. Income tax should be considered a liability if the obligation to pay it is outstanding at the time of the distribution of the security; | |
| (n) | "related liabilities" means: | |
| (i) | liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets; or | |
| (ii) | liabilities that are secured by financial assets; | |
| (o) | "Schedule III bank" means an authorized foreign bank named in Schedule III of the Bank Act (Canada); | |
| (p) | "spouse" means an individual who: | |
| (i) | is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual; | |
| (ii) | is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender; or | |
| (iii) | in Alberta, is an individual referred to in paragraph (i) or (ii) immediately above or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta); and | |
| (q) | "subsidiary" means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary. | |
All monetary references in this Appendix are in Canadian Dollars.
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B8
APPENDIX "B"
FORM 45-106F9 - FORM FOR INDIVIDUAL ACCREDITED INVESTORS
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WARNING! This investment is risky. Don't invest unless you can afford to lose all the money you pay for this investment. |
| SECTION 1 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER | |||
| 1. About your investment | |||
| Type of securities: Warrants to purchase Shares of Common Stock | Issuer: Conexeu Sciences Inc. | ||
| SECTIONS 2 TO 4 TO BE COMPLETED BY THE PURCHASER | |||
| 2. Risk acknowledgement | |||
| This investment is risky. Initial that you understand that: | Your initials | ||
| Risk of loss - You could lose your entire investment of $________. | DB | ||
| Liquidity risk - You may not be able to sell your investment quickly - or at all. | DB | ||
| Lack of information - You may receive little or no information about your investment. | DB | ||
| Lack of advice - You may not receive advice from the salesperson about whether this investment is suitable for you unless the salesperson is registered. The salesperson is the person who meets with, or provides information to, you about making this investment. To check whether the salesperson is registered, go to www.aretheyregistered.ca. | DB | ||
| 3. Accredited investor status | |||
| You must meet at least one of the following criteria to be able to make this investment. Initial the statement that applies to you. (You may initial more than one statement.) The person identified in section 6 is responsible for ensuring that you meet the definition of accredited investor. That person, or the salesperson identified in section 5, can help you if you have questions about whether you meet these criteria. | Your initials | ||
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DB | ||
B9
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| 4. Your name and signature | |||
| By signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified in this form. | |||
| First and last name (please print): | |||
| Signature: /s/ David Bogart | Date: May 14, 2025. | ||
| SECTION 5 TO BE COMPLETED BY SALESPERSON | |||
| 5. Salesperson information | |||
| [Instruction: The salesperson is the person who meets with, or provides information to, the purchaser with respect to making this investment. That could include a representative of the issuer or selling security holder, a registrant or a person who is exempt from the registration requirement.] | |||
| First and last name of salesperson (please print): | |||
| Telephone: | Email: | ||
| Name of firm (if registered): | |||
| SECTION 6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER | |||
| 6. For more information about this investment | |||
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Conexeu Sciences Inc. For more information about prospectus exemptions, contact your local securities regulator. You can find contact information at www. securities-administrators.ca |
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The Investor must complete and sign this form. The Company must receive a copy of this form signed by the Investor. The Company is required to keep a signed copy of this form for 8 years after the distribution.
__________
CERTAIN IDENTIFIED INFOMRAITON HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement (the "Agreement") is made and dated as fully executed on this 30th day of May, 2025 (the "Execution Date"), as entered into by and between Dr. Claudia Chavez-Munoz (the "Consultant"), of [****] and Conexeu Sciences Inc. (the "Company"), of 50 West Liberty Street, Suite 880 Reno, Nevada USA (and each of the Consultant and the Company being also a "Party" or, in combination, the "Parties", as the context so requires).
WHEREAS, the Consultant has considerable experience with respect to medical and scientific services for businesses, providing various valuable advice to medical research and development businesses, and has provided certain consulting services to the Company prior to the entry of this Agreement;
AND WHEREAS, effective on or about May 1, 2025 (the "Effective Date" herein), the Company is hereby desirous of formally and continuing to retain the Consultant as a consultant of the Company and be appointed the Chief Science Officer for the Company, and the Consultant is hereby desirous of continuing in and accepting such position, in order to provide such Services (as hereinafter further defined) to the Company;
AND WHEREAS, the Parties hereby acknowledge and agree that there have been various discussions, negotiations, understandings, and agreements between them relating to the terms and conditions of the Services (defined below) and, correspondingly, that it is their intention, by the terms and conditions of this Agreement, to hereby replace, in their entirety, all such prior discussions, negotiations, understandings and agreements with respect to such services, all in accordance with the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements hereinafter set forth, the Parties covenant and agree as follows:
1. Term and Termination. Commencing on the Effective Date, the term of this Agreement will continue indefinitely unless and until terminated in accordance with the terms of this Agreement (the "Term").
Notwithstanding any other provision of this Agreement, this Agreement may be terminated by either Party at any time after the Effective Date and during the Term and during the continuance of this Agreement upon that Party's delivery to the other Party of prior written notice of its intention to do so (the "Notice of Termination" herein) at least 60 calendar days prior to the effective date of any such termination (the end of such ninety-day period from such Notice of Termination being the "Effective Termination Date" herein). In any such event the Consultant's ongoing obligation to provide the Services (as hereinafter defined and determined) will continue only until the Effective Termination Date and the Company's ongoing obligation to provide and to pay to the Consultant the Consulting Fee (as hereinafter defined and determined) under section 3 hereinbelow will continue only until the Effective Termination Date.
In the event this Agreement is terminated by the Company without cause, the Company's ongoing obligation to provide the Warrants (as hereinafter defined and determined) under section 3 hereinbelow will survive the Effective Termination Date.
Notwithstanding any other provision of this Agreement, this Agreement may be terminated by any Party hereto at any time upon written notice to the other Party of such Party's intention to do so (the "Notice of Termination for Breach" herein) at least 30 calendar days prior to the effective date of any such termination (the end of such thirty-day period from such Notice of Termination being the "Effective Termination Date for Breach" herein), and damages sought, if:
(a) the other Party fails to cure a material breach of any provision of this Agreement within 30 calendar days from its receipt of written notice from said Party (unless such material breach cannot be reasonably cured within said 30 calendar days and the other Party is actively pursuing to cure said material breach);
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(b) the other Party is willfully non-compliant in the performance of its respective duties under this Agreement within 30 calendar days from its receipt of written notice from said Party (unless such willful non-compliance cannot be reasonably corrected within said 30 calendar days and the other Party is actively pursuing to cure said willful non-compliance);
(c) the other Party commits fraud or serious neglect or misconduct in the discharge of its respective duties hereunder or under the law; or
(d) the other Party becomes adjudged bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy, and where any such involuntary petition is not dismissed within 30 calendar days.
In any such event the Consultant's ongoing obligation to provide the Services (as hereinafter defined and determined) will continue only until the Effective Termination Date or Effective Termination Date for Breach, as applicable, and the Company's ongoing obligation to provide and to pay to the Consultant the Consulting Fee and Warrants under section 3 hereinbelow will continue only until the Effective Termination Date for Breach.
2. Services. The Company hereby engages the Consultant to act as its Chief Science Officer to perform such duties as are regularly and customarily performed by the Chief Science Officer and be subject to the direction and supervision of, and to have the authority as is delegated to the Consultant by the Board of Directors consistent with such position, and the Consultant also agrees to accept such position in order to provide such services as the Board of Directors shall, from time to time, reasonably assign to the Consultant and as may be necessary for the ongoing maintenance and development of the Company's business interests during the Term and during the continuance of this Agreement (collectively, the "Services").
Without in any manner limiting the generality of the Services to be provided as set forth hereinabove, it is hereby also acknowledged and agreed that Consultant would continue to use its reasonable commercial efforts to devote to the Company the Services on a reasonably sufficient part-time and non-exclusive consulting basis during the Term and during the continuance of this Agreement and for the performance of said Services faithfully, diligently, to the best of the Consultant's abilities and in the best interests of the Company. The Consultant hereby acknowledges and agrees to abide by the reasonable rules, regulations, instructions, personnel practices, and policies of the Company and any changes therein which may be adopted from time to time by the same as such rules, regulations, instructions, personnel practices, and policies may be reasonably applied to the Consultant as a non-exclusive consultant and advisor of the Company.
2. 3. Remuneration. It is hereby acknowledged and agreed that the Consultant shall render the Services as defined hereinabove during the Term and during any continuance of this Agreement and shall thus be compensated from the Effective Date of this Agreement to the termination of the same by way of the payment by the Company to the Consultant of a consulting fee in the amount of US$10,000 per month (the "Consulting Fee"), paid on the first day of each month up to and including the last day of the Term.
In addition, the Consultant shall be issued 50,000 common share stock options (the "Options") which shall vest in the manner set out below. Each Option will entitle the holder thereof to acquire one share of common stock in the capital of the Company (each, an "Option Share") at an exercise price of $0.40 per Option Share for a period of 60 months from the date of issuance. The Options shall vest and be exercisable in accordance with the following schedule:
(a) 50,000 Options shall vest upon the date which is 12 months after the grant date of the Options;
Furthermore, if and in the event that the Company is acquired, in whole or in part through an acquisition, merger, or sale of substantially all of its assets, during the Term of this Agreement, it is agreed and understood that all of the Options shall immediately vest and be exercisable, and the Consultant will not be requested or demanded by the Company to return any of the Options.
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In this regard, the Consultant hereby acknowledges and agrees that the Company makes no representations as to any resale or other restriction affecting the Options and Option Shares and that it is presently contemplated that the Options and Option Shares will be issued by the Company to the Consultant in reliance upon the exemption from the registration requirements under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") provided by Rule 903 of Regulation S under the U.S. Securities Act, which will impose a trading restriction on the Options and Option Shares. The Consultant has reviewed and duly executed the Regulation S Investment Agreement in the form attached to this Agreement as Exhibit A to ensure the Options are issued by the Company to the Consultant in compliance with the exemption from the registration requirements provided by Rule 903(b)(3) of Regulation S under the U.S. Securities Act. The Consultant hereby also acknowledges and understands that neither the sale of the Options, nor the issuance of any Option Shares upon exercise of the Options, have been registered under the U.S. Securities Act or any state securities laws, and, furthermore, that the Options and Option Shares must be held indefinitely unless subsequently registered under the U.S. Securities Act or an exemption from such registration is available. The Consultant also acknowledges and understands that the certificate(s) representing the Options and any Option Shares issued upon exercise of the Options will be stamped with the following legend (or substantially equivalent language) restricting transfer in the following manner if such restriction is required by applicable securities laws:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE [for Options add: AND THE SECURITIES ISSUABLE HEREUNDER] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION OR EXCLUSION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THE CERTIFICATE CANNOT BE THE SUBJECT OF HEDGING TRANSACTIONS UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE U.S. SECURITIES ACT."; and
the Consultant hereby consents to the Company making a notation on its records or giving instructions to any transfer agent of the Company in order to implement the restrictions on transfer set forth and described hereinabove.
4. Additional duties and obligations of the Consultant. At such time or times, as may be required by the Board of Directors, acting reasonably, the Consultant will provide the Board of Directors with such information concerning the results of the Consultant's Services and activities hereunder for the previous month as the Board of Directors may reasonably require.
The Consultant acknowledges and agrees that all written and oral opinions, reports, advice and materials previously provided and to be provided by the Consultant to the Company in connection with the Consultant's engagement hereunder are intended solely for the Company's benefit and for the Company's uses only, and that any such written and oral opinions, reports, advice, and information are the exclusive property of the Company. In this regard the Consultant covenants and agrees that the Company may utilize any such opinion, report, advice and materials for any other purpose whatsoever and, furthermore, may reproduce, disseminate, quote from and refer to, in whole or in part, at any time and in any manner, any such opinion, report, advice and materials in the Company's sole and absolute discretion. The Consultant further covenants and agrees that no public references to the Consultant or disclosure of the Consultant's role in respect of the Company may be made by the Consultant without the prior written consent of the Board of Directors in each specific instance and, furthermore, that any such written opinions, reports, advice or materials shall, unless otherwise required by the Board of Directors, be provided by the Consultant to the Company in a form and with such substance as would be acceptable for filing with and approval by any regulatory authority having jurisdiction over the affairs of the Company from time to time.
The Consultant will not, except as authorized or required by the Company in writing, reveal or divulge to any person, company or entity any information concerning the respective organization, business, finances, transactions or other affairs of the Company which may come to the Consultant's knowledge during the Term or any continuance of this Agreement, and the Consultant will keep in complete secrecy all confidential information entrusted to the Consultant and will not use or attempt to use any such information in any manner which may injure or cause loss either directly or indirectly to the Company's business interests. This restriction will continue to apply after the termination of this Agreement without limit in point of time but will cease to apply to information or knowledge which may come into the public domain. In addition, the Consultant will comply with all U.S. and foreign laws, whether federal, provincial or state, applicable to its respective duties and obligations hereunder and, in addition, hereby represents and warrants that any information which the Consultant may provide to any person or company hereunder will, to the best of the Consultant's knowledge, information and belief, be accurate and complete in all material respects and not misleading, and will not omit to state any fact or information which would be material to such person or company.
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The Consultant warrants that the Consultant shall conduct the business and other activities in a manner which is lawful and reputable and which brings good repute to the Company, the Company's business interests and the Consultant. In particular, and in this regard, the Consultant specifically warrants to provide the Services in a sound and professional manner such that the same meets superior standards of performance quality within the standards of the industry or as set by the specifications of the Company.
The Consultant hereby acknowledges and agrees that any and all Company business interests, together with any services, products or improvements derived therefrom and any trademarks or trade names used in connection with the same (collectively, the "Property"), are wholly owned and controlled by the Company. Correspondingly, neither this Agreement, nor the operation of the business contemplated by this Agreement, confers or shall be deemed to confer upon the Consultant any interest whatsoever in and to any of the Property. In this regard the Consultant hereby further covenants and agrees not to, during or after the Term and the continuance of this Agreement, contest the title to any of the Property interests, in any way dispute or impugn the validity of the Property interests or take any action to the detriment of the Company's interests therein. The Consultant acknowledges that, by reason of the unique nature of the Property interests, and by reason of the Consultant's knowledge of and association with the Property interests during the Term and during the continuance of this Agreement, the aforesaid covenant, both during the Term of this Agreement and thereafter, is reasonable and commensurate for the protection of the legitimate business interests of the Company. As a final note, the Consultant hereby further covenants and agrees to immediately notify the Company of any infringement of or challenge to the any of the Property interests as soon as the Consultant becomes aware of the infringement or challenge.
5. Additional duties and obligations of the Parties. During the continuance of this Agreement, and for a period of 6 months following the termination of this Agreement for any reason, the Consultant shall not engage in any business or activity whatsoever which reasonably may be determined by the Board of Directors, in its sole and absolute discretion, to compete with any portion of the Company's business interests as contemplated hereby without the prior written consent of the Board of Directors. Furthermore, each of the Parties hereby acknowledges and agrees, for a period of at least one year following the termination of this Agreement for any reason, not to initiate any contact or communication directly with either of the other Party or any of its respective subsidiaries, as the case may be, together with each of the other Party's respective directors, officers, representatives, agents or employees, without the prior written consent of the other Party hereto and, notwithstanding the generality of the foregoing, further acknowledges and agrees, even with the prior written consent of the other Party, to such contact or communication, to limit such contact or communication to discussions outside the scope of any confidential information (as hereinafter determined). For the purposes of the foregoing the Parties hereby recognize and agree that a breach by a Party of any of the covenants herein contained would result in irreparable harm and significant damage to the other Party that would not be adequately compensated for by monetary award. Accordingly, each of the Parties agrees that, in the event of any such breach, in addition to being entitled as a matter of right to apply to a Court of competent equitable jurisdiction for relief by way of restraining order, injunction, decree or otherwise as may be appropriate to ensure compliance with the provisions hereof, a Party will also be liable to the other Party hereto, as liquidated damages, for an amount equal to the amount received and earned by that Party as a result of and with respect to any such breach. The Parties hereby acknowledge and agree that if any of the aforesaid restrictions, activities, obligations or periods are considered by a Court of competent jurisdiction as being unreasonable, the Parties agree that said Court shall have authority to limit such restrictions, activities or periods as the Court deems proper in the circumstances. In addition, the Parties further acknowledge and agree that all restrictions or obligations in this Agreement are necessary and fundamental to the protection of their respective business interests and are reasonable and valid, and all defenses to the strict enforcement thereof by the Parties are hereby waived.
Each Party will not, except as authorized or required by its respective duties and obligations hereunder, reveal or divulge to any person, company or entity any information concerning the respective organization, business, finances, transactions or other affairs of the other Party, or of any of the other Party's respective subsidiaries, which may come to the Party's knowledge during any continuance of this Agreement, and each Party will keep in complete secrecy all confidential information entrusted to the Party and will not use or attempt to use any such information in any manner which may injure or cause loss either directly or indirectly to the other Party's respective business interests. This restriction will continue to apply after the termination of this Agreement without limit in point of time but will cease to apply to information or knowledge which may come into the public domain.
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Each Party will comply with all U.S. and foreign laws, whether federal, provincial or state, applicable to its respective duties and obligations hereunder and, in addition, hereby represents and warrants that any information which the Party may provide to any person or company hereunder will, to the best of the Party's knowledge, information and belief, be accurate and complete in all material respects and not misleading, and will not omit to state any fact or information which would be material to such person or company.
6. Indemnification and contribution. The Parties hereby each agree to indemnify and save harmless the other Party and including, where applicable, their respective subsidiaries and affiliates and each of their respective directors, officers, employees and agents (each such party being an "Indemnified Party") harmless from and against any and all losses, claims, actions, suits, proceedings, damages, liabilities or expenses of whatever nature or kind and including, without limitation, any investigation expenses incurred by any Indemnified Party, to which an Indemnified Party may become subject by reason of the terms and conditions of this Agreement. This indemnity will not apply in respect of an Indemnified Party in the event and to the extent that a Court of competent jurisdiction in a final judgment shall determine that the Indemnified Party was grossly negligent or guilty of willful misconduct. The Parties agree to waive any right they might have of first requiring the Indemnified Party to proceed against or enforce any other right, power, remedy, security or claim payment from any other person before claiming this indemnity. In case any action is brought against an Indemnified Party in respect of which indemnity may be sought against either of the Parties (in each such case the Party then being an "Indemnitor"), the Indemnified Party will give both Parties prompt written notice of any such action of which the Indemnified Party has knowledge and the Indemnitor will undertake the investigation and defense thereof on behalf of the Indemnified Party, including the prompt employment of counsel acceptable to the Indemnified Party affected and the Indemnitor and the payment of all expenses. Failure by the Indemnified Party to so notify shall not relieve the Indemnitor of the Indemnitor's obligation of indemnification hereunder unless (and only to the extent that) such failure results in a forfeiture by the Indemnitor of substantive rights or defenses. No admission of liability and no settlement of any action shall be made without the consent of each of the Parties and the consent of the Indemnified Party affected, such consent not to be unreasonably withheld. Notwithstanding that the Indemnitor will undertake the investigation and defense of any action, an Indemnified Party will have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel will be at the expense of the Indemnified Party unless (a) such counsel has been authorized by the Indemnitor, (b) the Indemnitor has not assumed the defense of the action within a reasonable period of time after receiving notice of the action, (c) the named parties to any such action include that any Party and the Indemnified Party shall have been advised by counsel that there may be a conflict of interest between any Party and the Indemnified Party or (d) there are one or more legal defenses available to the Indemnified Party which are different from or in addition to those available to any Party. If for any reason other than the gross negligence or bad faith of the Indemnified Party being the primary cause of the loss claim, damage, liability, cost or expense, the foregoing indemnification is unavailable to the Indemnified Party or insufficient to hold them harmless, the Indemnitor shall contribute to the amount paid or payable by the Indemnified Party as a result of any and all such losses, claim, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Indemnified Party on the other, but also the relative fault of relevant Party and the Indemnified Party and other equitable considerations which may be relevant. Notwithstanding the foregoing, the Indemnitor shall in any event contribute to the amount paid or payable by the Indemnified Party, as a result of the loss, claim, damage, liability, cost or expense (other than a loss, claim, damage, liability, cost or expenses, the primary cause of which is the gross negligence or bad faith of the Indemnified Party), any excess of such amount over the amount of the fees actually received by the Indemnified Party hereunder.
7. Legal representation and costs. The Consultant represents that it has consulted with independent legal counsel and/or tax, financial and business advisors, to the extent the Consultant deemed necessary in the preparation and execution of this Agreement. Each Party to this Agreement will also bear and pay its own costs, legal and otherwise, in connection with its respective preparation, review and execution of this Agreement.
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8. Waiver. The waiver by either Party of a breach of any provision of this Agreement by the other Party shall not operate or be construed as a waiver of any subsequent breach by such other Party.
9. Notices. Each notice, demand or other communication required or permitted to be given under this Agreement shall be in writing and shall be delivered to the party to whom it is addressed by either (i) (a) in hand delivery; (b) by certified mail, return receipt requested, with adequate postage prepaid; or (c) by courier delivery service (including major overnight delivery companies such as FedEx or UPS) or (ii) be made via known electronic mail, with a delivery receipt. The date of receipt of such notice, demand or other communication shall be the date of delivery thereof if delivered or sent via electronic mail, or, if given by certified mail as aforesaid, shall be deemed conclusively to be the third business day after the same shall have been so mailed, except in the case of interruption of postal services for any reason whatsoever, in which case the date of receipt shall be the date on which the notice, demand or other communication is actually received by the addressee. Any Party may at any time and from time to time notify the other Parties in writing of a change of address and the new address to which notice shall be given to it thereafter until further change.
10. Entire agreement, amendment and construction. This Agreement constitutes the entire agreement to date between the Parties and supersedes every previous agreement, communication, expectation, negotiation, representation or understanding, whether oral or written, express or implied, statutory or otherwise, between the Parties with respect to the subject matter of this Agreement and including, without limitation, any oral agreement with respect to the Services provided since the Effective Date which is hereby confirmed as superseded, in its entirety, by the terms and conditions of this Agreement.
This Agreement and its terms may not be changed orally but only by an agreement in writing signed by the Party against whom enforcement of any waiver, change, modification, extension or discharge is sought.
In the event that any particular provision or provisions of this Agreement shall for any reason hereafter be determined to be unenforceable, or in violation of any law, governmental order or regulation, such unenforceability or violation shall not affect the remaining provisions of this Agreement, which shall continue in full force and act and be binding upon the respective Parties. The language of this Agreement shall be construed as a whole, according to its fair meaning and intent, and not strictly for or against either Party, regardless of who drafted or was principally responsible for drafting the Agreement or the terms or conditions hereof.
11. Arbitration. Except for matters of indemnity or in the case of urgency to prevent material harm to a substantive right or asset, the Parties agree that all questions or matters in dispute with respect to this Agreement shall be submitted to arbitration pursuant to the terms hereof. This provision shall not prejudice a Party from seeking a Court order or assistance to garnish or secure sums or to seek summary remedy for such matters as counsel may consider amenable to summary proceedings. It shall be a condition precedent to the right of any Party to submit any matter to arbitration pursuant to the provisions hereof that any Party intending to refer any matter to arbitration shall have given not less than five business days' prior written notice of its intention to do so to the other Party together with particulars of the matter in dispute. On the expiration of such five business days the Party who gave such notice may proceed to refer the dispute to arbitration as provided for hereinbelow. The Party desiring arbitration shall appoint one arbitrator, and shall notify the other Party of such appointment, and the other Party shall, within five business days after receiving such notice, appoint an arbitrator, and the two arbitrators so named, before proceeding to act, shall, within five business days of the appointment of the last appointed arbitrator, unanimously agree on the appointment of a third arbitrator, to act with them and be chairperson of the arbitration herein provided for. If the other Party shall fail to appoint an arbitrator within five business days after receiving notice of the appointment of the first arbitrator, and if the two arbitrators appointed by the Parties shall be unable to agree on the appointment of the chairperson, the chairperson shall be appointed in accordance with the provisions of the American Arbitration Rules, as amended (the "Arbitration Rules"). Except as specifically otherwise provided in this section, the arbitration herein provided for shall be conducted in accordance with such Arbitration Rules in Nevada, USA. The chairperson, or in the case where only one arbitrator is appointed, the single arbitrator, shall fix a time and place for the purpose of hearing the evidence and representations of the Parties, and the chairperson shall preside over the arbitration and determine all questions of procedure not provided for by the Arbitration Rules or this section. After hearing any evidence and representations that the Parties may submit, the single arbitrator, or the arbitrators, as the case may be, shall make an award and reduce the same to writing, and deliver one copy thereof to each of the Parties. The expense of the arbitration shall be paid as specified in the award. The Parties agree that the award of a majority of the arbitrators, or in the case of a single arbitrator, of such arbitrator, shall be final and binding upon each of them.
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12. Time of the essence. Time will be of the essence of this Agreement.
13. Enurement. This Agreement will enure to the benefit of and will be binding upon the Parties and their respective heirs, executors, administrators and assigns.
14. Further assurances. The Parties will from time to time after the execution of this Agreement make, do, execute or cause or permit to be made, done or executed, all such further and other acts, deeds, things, devices and assurances in law whatsoever as may be required to carry out the true intention and to give full force and effect to this Agreement.
15. No partnership or agency. The Parties have not created a partnership and nothing contained in this Agreement shall in any manner whatsoever constitute any Party the partner, agent or legal representative of the other Parties, nor create any fiduciary relationship between them for any purpose whatsoever.
16. Applicable law. For all purposes this Agreement will be governed exclusively by and construed and enforced in accordance with the laws prevailing in the State of Nevada, U.S.A., and the federal laws of the United States applicable therein.
17. Counterparts. This Agreement may be signed by the Parties in as many counterparts as may be necessary, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by Docusign or adobesign electronic signature, facsimile transmission or by e-mail delivery of a ".pdf" format data file, shall be given the same legal force and effect as original signatures.
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IN WITNESS WHEREOF the Parties have entered into this Agreement as of the Execution Date first above written.
By: /s/ Claudia Chavez-Munoz
Dr. Claudia Chavez-Munoz
Conexeu Sciences Inc.
By: /s Jeff Sharpe
Jeff Sharpe, Authorized Signatory
Exhibit A
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE U.S. SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES ADMINISTRATION OR REGULATORY AUTHORITY.
REGULATION S INVESTMENT AGREEMENT - PRIVATE PLACEMENT OF WARRANTS
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED AND UNDER NATIONAL INSTRUMENT
45-106 OF THE CANADIAN SECURITIES ADMINISTRATORS
To: Conexeu Sciences Inc. (the "Company")
Whereas:
A. The Company has agreed to issue certain common stock purchase warrants (the "Warrants") to Dr. Claudia Chavez-Munoz (the "Investor") pursuant to a Consulting Services Agreement between the Company and the Investor, dated effective May 1, 2025 (the "Agreement");
B. The Investor is a resident of that country set forth in the Investor's address below; and
C. The Company is requiring the Investor to execute and deliver this Regulation S Investment Agreement in favour of the Company in order to confirm the agreements, representations and warranties of the Investor in connection with the issuance of the Warrants to the Investor pursuant to an in reliance of an exemption or safe harbor from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and pursuant to the prospectus exemption under National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") of the Canadian Securities Administrators provided by the "accredited investor" exemption under Section 2.3 of NI 45-106.
Therefore,
1. The Investor represents and warrants to, and covenants with, the Company as follows, and acknowledges the Company is relying upon such representations, warranties and covenants in connection with the offer, sale and issuance of the Warrants to the Investor:
(a) the Investor has such knowledge and experience in finance, securities, investments and other business matters so as to be able to evaluate the merits and risks of an investment in the Warrants and the shares of common stock issuable upon exercise thereof (the "Warrants Shares" and together with the Warrants, the "Securities"), and to otherwise protect its interests in connection with this transaction;
(b) the Investor is aware that the Company is not subject to the reporting obligations under Section 13(a) of the United States Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), and, as such, the Company is not required to make certain filings on the Electronic Data Gathering, Analysis and Retrieval system, an electronic filing system developed for the United States Securities and Exchange Commission;
(c) the Investor has had full opportunity to (i) ask questions of, and to receive answers from the Company concerning the Warrants and the Investor has received all information regarding the Company reasonably requested by the Investor as the Investor has considered necessary or appropriate in connection with its investment decision to acquire the Warrants, and (ii) discuss such information with the Investor's legal and financial advisers prior to execution of this Agreement;
(d) the Investor is acquiring the Warrants for the Investor's own account, for investment purposes only and not with a view to any resale, distribution or other disposition of the Securities in violation of the United States securities laws;
(e) the Investor will not be purchasing the Warrants as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or the Internet, or broadcast over radio, television, the Internet or other form of telecommunications, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;
(f) the Investor is not aware of, and will not itself engage in, any form of "directed selling efforts" (as such term is defined in Regulation S under the U.S. Securities Act), including any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market for the Shares in the United States;
(g) the Investor is domiciled in the country set forth in the Investor's address appearing below on the signature page hereof for all purposes, including for the purposes of applicable securities laws;
(h) the Investor was not in the United States at the time it received the offer to acquire the Warrants, at the time the Investor executed any buy order for the Warrants, and at the time it delivered any buy order with respect to the Warrants; and
(i) the Investor is not a "U.S. person" as defined in Regulation S of the U.S. Securities Act (which definition is set forth in Schedule "A" hereto for convenience of reference of the parties), and is not acquiring the Warrants for the account or benefit of a U.S. person or a person in the United States.
(j) The Investor understands, acknowledges and agrees that:
(i) the Securities have not been and will not be registered under the U.S. Securities Act, or the securities laws of any state of the United States, and the offer and sale of the Warrants to the Investor is being made in reliance on an exemption from such registration requirements;
(ii) the Warrants may not be exercised in the United States or by or on behalf of, or for the account or benefit of, a U.S. person unless (A) the Warrants and the Warrant Shares issuable upon exercise of the Warrants have been registered under the U.S. Securities Act and the applicable securities legislation of any such state, or an exemption from such registration requirements is available, and (B) the Investor, as the holder of the Warrants, has complied with the requirements set forth in the Warrant Exercise Form attached to the certificate representing the Warrants;
(iii) upon issuance thereof, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable state securities laws and regulations, the certificates representing the Warrants and any Warrant Shares issued upon exercise of the Warrants, and all certificates issued in exchange therefor or in substitution thereof, will bear a legend in substantially the following form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE [for warrants add: AND THE SECURITIES ISSUABLE HEREUNDER] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION OR EXCLUSION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THE CERTIFICATE CANNOT BE THE SUBJECT OF HEDGING TRANSACTIONS UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE U.S. SECURITIES ACT."
provided, however, if any Securities are being sold, the legend may be removed by delivery to the registrar and transfer agent and the Company of an opinion of counsel, of recognized standing reasonably satisfactory to the Company, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.
(iv) the Company is not a reporting issuer in any jurisdiction of Canada, and therefore, upon issuance thereof, the certificates representing the Warrants and any Warrant Shares issued upon exercise of the Warrants, and all certificates issued in exchange therefor or in substitution thereof, will also bear a legend in substantially the following form:
"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (i) [insert distribution date], AND (ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY."
(iii) the certificates representing the Warrants, and all certificates issued in exchange therefor or in substitution thereof, shall also bear the following legend:
"THESE WARRANTS MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THESE WARRANTS HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT."
(iv) the Warrants will be issued to the Investor in an "offshore transaction" within the meaning of Regulation S of the U.S. Securities Act;
(k) the Investor as the holder of the Securities must not offer, sell or otherwise transfer any of them directly or indirectly unless:
(i) the sale is to the Company;
(ii) the sale is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations,
(iii) the sale is made pursuant to the exemption from the registration requirements under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in accordance with any applicable state securities or "blue sky" laws, or
(iv) the Securities are sold in a transaction that does not require registration under the U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of securities,
and in the case of (k)(iii) and (k)(iv) immediately above, the holder of the Securities has prior to such sale furnished to the Company and the Company's registrar and transfer agent, if required, an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company and the Company's registrar and transfer agent;
(l) the Investor acknowledges that there may be material tax consequences to the Investor of an acquisition or disposition of the Warrants or any Warrant Shares, and the Company does not give any opinion or makes any representation with respect to the tax consequences to the Investor under United States federal, state or local tax laws or any non-U.S. tax law of the Investor's acquisition or disposition of such securities;
(m) the Investor is accepting the Warrants as principal and satisfies the exemption from the prospectus requirements under Section 2.3 of NI 45-106 by qualifying as an "accredited investor" as such term is defined under Section 1.1 of NI 45-106, and the Investor has completed the Representation Letter for Accredited Investors attached as Schedule "B" and Appendix "A" to Schedule "B" to this Agreement, along with Appendix "B" to Schedule "B", if applicable.
(n) The Investor acknowledges and agrees that the Company may make a notation on its records or giving instructions to any transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this Investment Agreement; and
(o) The Investor acknowledges and agrees that this Investment Agreement shall be relied on by the Company and the Company's legal counsel to confirm that the offer, sale and issuance of the Warrants by the Company to the Investor shall be effected pursuant to and in reliance of an exemption from the registration requirements of the U.S. Securities Act and pursuant to the exemption from the prospectus requirements under Section 2.3 of NI 45-106.
2. This Investment Agreement will be governed by and construed in accordance with the laws of the State of Nevada, and the Investor hereby irrevocably attorns to the jurisdiction of the courts of the State of Nevada; and
3. Delivery of an executed copy of this Investment Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed signed copy will be deemed to be execution and delivery of this Investment Agreement as of the date set forth below.
This Investment Agreement is executed by the Investor effective as of the 1st day of May, 2025.
| X | /s/ Claudia Chavez-Munoz | ||
| Signature (if Investor is an individual) | |||
| X | |||
| Authorized signatory (if Investor is not an individual) | |||
| Claudia Chavez-Munoz | |||
| Name of Investor (please print) | |||
| Name of authorized signatory (please print) | |||
| Official capacity of authorized signatory (please print) | |||
| Address | |||
| City, State and Postal/ZIP Code |
SCHEDULE "A"
DEFINITION OF U.S. PERSON AND UNITED STATES
A "U.S. person" is defined by Regulation S under the U.S. Securities Act to be any person who is:
(a) any natural person resident in the United States;
(b) any partnership or corporation organized or incorporated under the laws of the United States;
(c) any estate of which any executor or administrator is a U.S. person;
(d) any trust of which any trustee is a U.S. person;
(e) any agency or branch of a foreign entity located in the United States;
(f) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporate, or (if an individual) resident in the United States; and
(g) any partnership or corporation if:
(i) organized or incorporated under the laws of any foreign jurisdiction; and
(ii) formed by a U.S. person principally for the purpose of investing in securities not registered under the U.S. Securities Act, unless it is organized or incorporated, and owned, by accredited investors [as defined in Section 230.501(a) of the U.S. Securities Act] who are not natural persons, estates or trusts.
"United States" is defined by Regulation S under the U.S. Securities Act to mean the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.
SCHEDULE "B"
REPRESENTATION LETTER FOR ACCREDITED INVESTORS
To: Conexeu Sciences Inc. (the "Company").
Unless defined herein, capitalized terms have the meaning as ascribed to them in the Regulation S Investment Agreement to which this Schedule "B" is attached.
In connection with the offer, sale and issuance of the Warrants of the Company to the Investor, the Investor hereby represents, warrants, covenants and certifies to the Company that:
1. The Investor is purchasing the Warrants as principal for the Investor's own account or is deemed under National Instrument 45-106 - Prospectus Exemptions of the Canadian Securities Administrators ("NI 45-106") to be purchasing the Warrants as principal;
2. The Investor is an "accredited investor" within the meaning of NI 45-106, and in Ontario, as defined in Section 73.3 of the Securities Act (Ontario) as supplemented by the definition in NI 45-106, by virtue of satisfying the indicated criterion as set out in Appendix "A" to this Representation Letter (YOU MUST ALSO INITIAL THE APPROPRIATE LINE IN APPENDIX "A" TO THIS REPRESENTATION LETTER AND, IF APPLICABLE, COMPLETE EACH QUESTION THAT FOLLOWS THAT PARTICULAR PORTION OF THE DEFINITION). If the Investor is an individual relying on paragraph (j), (k) or (l) of the "accredited investor" definition in Appendix "A" to this Representation Letter, please duly complete and sign two copies of Form 45-106F9 - "Form for Individual Accredited Investors" in the form attached hereto as Appendix "B" to this Representation Letter;
3. The above representations, warranties and covenants will be true and correct both as of the execution of this Representation Letter and as of the issue date of the Warrants and the Investor acknowledges that they will survive the completion of the issuance of the Warrants; and
4. The undersigned acknowledges that the foregoing representations, warranties and covenants are made by the undersigned with the intent that they will be relied upon in determining the suitability of the Investor as a purchaser of the Warrants and that this Representation Letter is incorporated into and forms part of the Agreement and the undersigned undertakes to immediately notify the Company of any change in any statement or other information relating to the Investor set forth herein that takes place prior to the issuance of the Warrants to the Investor.
Dated: May 30, 2025.
| Dr. Claudia Chavez-Munoz | ||
| Print name of Investor | ||
| By: | /s/ Claudia Chavez-Munoz | |
| Signature | ||
| Title | ||
| (Please print name of individual whose signature appears above, if different from the name of the Investor printed above) | ||
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APPENDIX "A"
CERTIFICATE OF ACCREDITED INVESTOR
NOTE: YOU MUST INITIAL BESIDE THE APPLICABLE PORTION OF THE DEFINITION BELOW AND COMPLETE EACH QUESTION WHICH FOLLOWS THE APPLICABLE PORTION OF THE DEFINITION.
Accredited Investor - (as defined in National Instrument 45-106, and in Ontario, as defined in Section 73.3 of the Securities Act (Ontario) as supplemented by the definition in National Instrument 45-106) includes:
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(a) except in Ontario, a Canadian financial institution, or a Schedule III bank, |
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(a.1) in Ontario, a financial institution described in paragraph 1, 2 or 3 of subsection 73.1 (1) of the Securities Act (Ontario), |
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(b) except in Ontario, the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada), |
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(b.1) in Ontario, the Business Development Bank of Canada, |
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(c) except in Ontario, a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary, |
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(c.1) in Ontario, a subsidiary of any person or corporation referred to in clause (a.1) or (b.1), if the person or corporation owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary, |
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(d) except in Ontario, a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, |
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(d.1) in Ontario, a person or corporation registered under the securities legislation of a province or territory of Canada as an adviser or dealer, except as otherwise prescribed by the regulations, |
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Jurisdiction(s) registered: _____________________________________________ Registration number(s): _______________________________________________ |
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(e) an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d), |
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(e.1) an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador), |
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Name of person with whom Purchaser is or was registered: Jurisdiction(s) registered: _______________________________ Categories of registration: ______________________________ |
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(f) except in Ontario, the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada, |
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(f.1) in Ontario, the Government of Canada, the government of a province or territory of Canada, or any Crown corporation, agency or wholly owned entity of the Government of Canada or of the government of a province or territory of Canada, |
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(g) a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l'île de Montréal or an intermunicipal management board in Québec, |
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(h) any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government, |
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(i) except in Ontario, a pension fund that is regulated by the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada, |
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(i.1) in Ontario, a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a province or territory of Canada, |
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Jurisdiction(s) registered: _____________________________________________ Registration number(s): _______________________________________________ |
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(j) an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000, [If this is your applicable category, you must also complete Form 45-106F9 attached as Appendix "B" to the Representation Letter] |
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(j.1) an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5,000,000,
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(k) an individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300 000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year, [If this is your applicable category, you must also complete Form 45-106F9 attached as Appendix "B" to the Representation Letter] |
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(l) an individual who, either alone or with a spouse, has net assets of at least $5,000,000, [If this is your applicable category, you must also complete Form 45-106F9 attached as Appendix "B" to the Representation Letter] |
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(m) a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements, |
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Type of entity: ______________________________________________________ Jurisdiction and date of formation: _____________________________________
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(n) an investment fund that distributes or has distributed its securities only to: (i) a person that is or was an accredited investor at the time of the distribution, (ii) a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment], or 2.19 [Additional investment in investment funds], or (iii) a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment], |
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(o) an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt, |
B4
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(p) a trust corporation or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust corporation or trust corporation, as the case may be, |
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Jurisdiction(s) registered: _____________________________________________ Registration number(s): _______________________________________________ |
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(q) a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, |
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Jurisdiction(s) registered or authorized: _________________________________ Categories of registration: _____________________________________________ |
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(r) a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded, |
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Registration number(s) assigned to subscriber: ___________________________ Name of eligibility advisor or registered advisor: __________________________ Jurisdiction(s) registered: _____________________________________________ Categories of registration:_____________________________________________ |
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(s) an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) paragraph (i) [and in Ontario, paragraphs (a.1) to (d.1) or paragraph (i.1)] in form and function, |
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Jurisdiction organized: _______________________________________________ Type of entity: _______________________________________________________ |
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(t) a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors [If this is your applicable category, each owner of interest must individually complete and submit to the Company its own copy of this Certificate of Accredited Investor], |
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Name(s) of owners of interest: _________________________________________ Type of entity (if applicable): __________________________________________ Categories of accredited investor: ______________________________________
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(u) an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser, |
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Name of advisor: ____________________________________________________ Jurisdiction(s) registered: _____________________________________________ Categories of registration: Basis of exemption: __________________________________________________ |
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(v) a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor, |
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(v.1) in Ontario, a person or corporation that is recognized or designated by the Commission as an accredited investor, |
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Jurisdiction(s) recognized or designated: ________________________________ |
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(w) a trust established by an accredited investor for the benefit of the accredited investor's family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor's spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor's spouse or of that accredited investor's former spouse. |
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Name(s) of settlor: ___________________________________________________ Name(s) of trustees: __________________________________________________ Categories of accredited investor: ______________________________________ Categories of beneficiaries: ____________________________________________ |
Dated: May 30, 2025.
| /s/ Claudia Chavez-Munoz | |
| Signature of individual (if Investor is an individual) | |
| Authorized signatory (if Investor is not an individual) | |
| Dr. Claudia Chavez-Munoz | |
| Name of Investor (please print) | |
| Name of authorized signatory (please print) | |
| Official capacity of authorized signatory (please print) |
B6
For the purposes hereof:
| (a) | "Canadian financial institution" means: | ||
| (i) | an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of the Cooperative Credit Associations Act (Canada); or | ||
| (ii) | a bank, loan corporation, trust corporation, trust corporation, insurance corporation, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada; | ||
| (b) | "control person" has the meaning ascribed to that term in securities legislation except in Manitoba, Ontario, Quebec, Nova Scotia, Newfoundland and Labrador, Prince Edward Island, the Northwest Territories and Nunavut where "control person" means any person that holds or is one of a combination of persons that hold: | ||
| (i) | a sufficient number of any of the securities of an issuer so as to affect materially the control of the issuer; or | ||
| (ii) | more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holding of those securities does not affect materially the control of that issuer; | ||
| (c) | "director" means: | ||
| (i) | a member of the board of directors of a corporation or an individual who performs similar functions for a corporation; and | ||
| (ii) | with respect to a person that is not a corporation, an individual who performs functions similar to those of a director of a corporation; | ||
| (d) | "eligibility adviser" means: | ||
| (i) | a person that is registered as an investment dealer or in an equivalent category of registration under the securities legislation of the jurisdiction of a Investor and authorized to give advice with respect to the type of security being distributed; and | ||
| (ii) | in Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not: | ||
| (A) | have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders or control persons; and | ||
| (B) | have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons within the previous 12 months; | ||
| (e) | "executive officer" means, for an issuer, an individual who is: | ||
| (i) | a chair, vice-chair or president; | ||
| (ii) | a vice-president in charge of a principal business unit, division or function including sales, finance or production; | ||
| (iii) | an officer of the issuer or any of its subsidiaries and who performs a policy-making function in respect of the issuer; or | ||
| (iv) | performing a policy-making function in respect of the issuer; | ||
| (f) | "financial assets" means (i) cash, (ii) securities or (iii) a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation. These financial assets are generally liquid or relatively easy to liquidate. The value of a purchaser's personal residence would not be included in a calculation of financial assets; | ||
B7
| (g) | "financial statements" for the purposes of paragraph (m) of the "accredited investor" definition must be prepared in accordance with generally accepted accounting principles; | |
| (h) | "founder" means, in respect of an issuer, a person who: | |
| (i) | acting alone, in conjunction or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer; and | |
| (ii) | at the time of the trade is actively involved in the business of the issuer; | |
| (i) | "fully managed account" means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client's express consent to a transaction; | |
| (j) | "investment fund" has the meaning ascribed thereto in National Instrument 81-106 - Investment Fund Continuous Disclosure; | |
| (k) | "person" includes: | |
| (i) | an individual; | |
| (ii) | a corporation; | |
| (iii) | a partnership, trust, fund and association, syndicate, organization or other organized group of persons, whether incorporated or not; and | |
| (iv) | an individual or other person in that person's capacity as a trustee, executor, administrator or personal or other legal representative; | |
| (l) | "person" in Ontario means an individual, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator or other legal representative; | |
| (m) | "net assets" means all of the purchaser's total assets minus all of the purchaser's total liabilities. Accordingly, for the purposes of the net asset test, the calculation of total assets would include the value of a purchaser's personal residence and the calculation of total liabilities would include the amount of any liability (such as a mortgage) in respect of the purchaser's personal residence. To calculate a purchaser's net assets under the "accredited investor" definition, subtract the purchaser's total liabilities from the purchaser's total assets (including real estate). The value attributed to assets should reasonably reflect their estimated fair value. Income tax should be considered a liability if the obligation to pay it is outstanding at the time of the distribution of the security; | |
| (n) | "related liabilities" means: | |
| (i) | liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets; or | |
| (ii) | liabilities that are secured by financial assets; | |
| (o) | "Schedule III bank" means an authorized foreign bank named in Schedule III of the Bank Act (Canada); | |
| (p) | "spouse" means an individual who: | |
| (i) | is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual; | |
| (ii) | is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender; or | |
| (iii) | in Alberta, is an individual referred to in paragraph (i) or (ii) immediately above or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta); and | |
| (q) | "subsidiary" means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary. | |
All monetary references in this Appendix are in Canadian Dollars.
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B8
APPENDIX "B"
FORM 45-106F9 - FORM FOR INDIVIDUAL ACCREDITED INVESTORS
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WARNING! This investment is risky. Don't invest unless you can afford to lose all the money you pay for this investment. |
| SECTION 1 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER | |||
| 1. About your investment | |||
| Type of securities: Warrants to purchase Shares of Common Stock | Issuer: Conexeu Sciences Inc. | ||
| SECTIONS 2 TO 4 TO BE COMPLETED BY THE PURCHASER | |||
| 2. Risk acknowledgement | |||
| This investment is risky. Initial that you understand that: | Your initials |
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| Risk of loss - You could lose your entire investment of $________. | CC | ||
| Liquidity risk - You may not be able to sell your investment quickly - or at all. | CC | ||
| Lack of information - You may receive little or no information about your investment. | CC | ||
| Lack of advice - You may not receive advice from the salesperson about whether this investment is suitable for you unless the salesperson is registered. The salesperson is the person who meets with, or provides information to, you about making this investment. To check whether the salesperson is registered, go to www.aretheyregistered.ca. | CC | ||
| 3. Accredited investor status | |||
| You must meet at least one of the following criteria to be able to make this investment. Initial the statement that applies to you. (You may initial more than one statement.) The person identified in section 6 is responsible for ensuring that you meet the definition of accredited investor. That person, or the salesperson identified in section 5, can help you if you have questions about whether you meet these criteria. | Your initials |
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B9
| 4. Your name and signature | |||
| By signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified in this form. | |||
| First and last name (please print): | |||
| Signature: /s/ Claudia Chavez-Munoz | Date: May 30, 2025. | ||
| SECTION 5 TO BE COMPLETED BY SALESPERSON | |||
| 5. Salesperson information | |||
| [Instruction: The salesperson is the person who meets with, or provides information to, the purchaser with respect to making this investment. That could include a representative of the issuer or selling security holder, a registrant or a person who is exempt from the registration requirement.] | |||
| First and last name of salesperson (please print): | |||
| Telephone: | Email: | ||
| Name of firm (if registered): | |||
| SECTION 6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER | |||
| 6. For more information about this investment | |||
| Conexeu Sciences Inc. c/o Suite 1500, 1055 West Georgia Street. Vancouver, BC V6E 4N7 Attention : Steve Inouye, CFO Email: steve@conexeu.com For more information about prospectus exemptions, contact your local securities regulator. You can find contact information at www. securities-administrators.ca |
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The Investor must complete and sign this form. The Company must receive a copy of this form signed by the Investor. The Company is required to keep a signed copy of this form for 8 years after the distribution.
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__________
2025 STOCK INCENTIVE PLAN
For:
CONEXEU SCIENCES INC.
Dated June 7, 2025
__________
CONEXEU SCIENCES INC.
2025 STOCK INCENTIVE PLAN
1. PURPOSE
1.1 The purpose of this Stock Incentive Plan (the "Plan") is to advance the interests of Conexeu Sciences Inc. (the "Company") by encouraging Eligible Participants (as herein defined) to acquire shares of the Company, thereby increasing their proprietary interest in the Company, encouraging them to remain associated with the Company and furnish them with additional incentive in their efforts on behalf of the Company in the conduct of their affairs.
1.2 This Plan is specifically designed for Eligible Participants of the Company who are residents of the United States and/or subject to taxation in the United States, although Awards (as herein defined) under this Plan may be issued to other Eligible Participants.
1.3 The maximum aggregate number of shares of the Company which may be issued pursuant to all awards under this Plan is set forth in Section 3.1(a) hereof.
2. DEFINITIONS
2.1 As used herein, the following definitions shall apply:
(a) "Administrator" means the Committee or otherwise the Board;
(b) "Affiliate" and "Associate" have the meanings ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act;
(c) "Applicable Laws" means the legal requirements relating to the administration of stock incentive plans, if any, under applicable provisions of federal securities laws, state corporate laws, state or provincial securities laws, the Code, the rules of any applicable stock exchange or national market system, and the rules of any foreign jurisdiction applicable to Awards granted to residents therein;
(d) "Award" means the grant of an Option, SAR, Restricted Stock, unrestricted Shares, Restricted Stock Unit, Deferred Stock Unit or other right or benefit under this Plan;
(e) "Award Agreement" means the written agreement evidencing the grant of an Award executed by the Company and the Grantee, including any amendments thereto;
(f) "Board" means the Board of Directors of the Company;
(g) "Cause" means, with respect to the termination by the Company or a Related Entity of the Grantee's Continuous Service, that such termination is for "Cause" as such term is expressly defined in a then-effective written agreement between the Grantee and the Company or such Related Entity, or in the absence of such then-effective written agreement and definition, is based on, in the determination of the Administrator, the Grantee's:
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(i) refusal or failure to act in accordance with any specific, lawful direction or order of the Company or a Related Entity;
(ii) unfitness or unavailability for service or unsatisfactory performance (other than as a result of Disability);
(iii) performance of any act or failure to perform any act in bad faith and to the detriment of the Company or a Related Entity;
(iv) dishonesty, intentional misconduct or material breach of any agreement with the Company or a Related Entity; or
(v) commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person;
(h) "Change of Control" means, except as provided below, a change in ownership or control of the Company effected through any of the following transactions:
(i) the direct or indirect acquisition by any person or related group of persons (other than an acquisition from or by the Company or by a Company-sponsored employee benefit plan or by a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than 50% of the total combined voting power of the Company's outstanding securities pursuant to a tender or exchange offer made directly to the Company's shareholders which a majority of the Continuing Directors who are not Affiliates or Associates of the offeror do not recommend such shareholders accept;
(ii) a change in the composition of the Board over a period of 36 months or less such that a majority of the Board members (rounded up to the next whole number) ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who are Continuing Directors;
(iii) the sale or exchange by the Company (in one or a series of transactions) of all or substantially all of its assets to any other person or entity; or
(iv) approval by the shareholders of the Company of a plan to dissolve and liquidate the Company.
Notwithstanding the foregoing, the following transactions shall not constitute a Change of Control:
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(i) the closing of any public offering of the Company's securities pursuant to an effective registration statement filed under the United States Securities Act of 1933, as amended;
(ii) the closing of a public offering of the Company's securities through the facilities of any stock exchange; or
(iii) with respect to an Award that is subject to Section 409A of the Code, and payment or settlement of such Award is to be accelerated in connection with an event that would otherwise constitute a Change of Control, no event set forth previously in this definition shall constitute a Change of Control for purposes of this Plan or any Award Agreement unless such event also constitutes a "change in the ownership", a "change in the effective control" or a "change in the ownership of a substantial portion of the assets of the corporation" as defined under Section 409A of the Code and Treasury guidance formulated thereunder, which guidance currently provides that:
(A) a change in ownership of a corporation shall be deemed to have occurred if any one person or more than one person acting as a group acquires stock of a corporation that constitutes more than 50% of the total Fair Market Value or total voting power of the stock of the corporation. Stock acquired by any person or group of people who already own more than 50% of such total Fair Market Value or total voting power of stock shall not trigger a change in ownership;
(B) a change in the effective control of a corporation generally shall be deemed to have occurred if within a 12-month period either:
(I) any one person or more than one person acting as a group acquires ownership of stock possessing 35% or more of the total voting power of the stock of the corporation; or
(II) a majority of the members of the corporation's board of directors is replaced by directors whose appointment or election is not endorsed by a majority of the members of the corporation's board of directors prior to the date of the appointment or election; and
(C) a change in the ownership of a substantial portion of the corporation's assets generally is deemed to occur if within a 12-month period any person, or more than one person acting as a group, acquires assets from the corporation that have a total gross fair market value at least equal to 40% of the total gross fair market value of all the corporation's assets immediately prior to such acquisition. The gross fair market value of assets is determined without regard to any liabilities;
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(i) "Code" means the United States Internal Revenue Code of 1986, as amended;
(j) "Committee" means the Compensation Committee or any other committee appointed by the Board to administer this Plan in accordance with the provisions of this Plan; provided, however, that:
(i) the Committee shall consist of two or more members of the Board;
(ii) the directors appointed to serve on the Committee shall be "non-employee directors" (within the meaning of Rule 16b-3 promulgated under the Exchange Act) and "outside directors" (within the meaning of Section 162(m) of the Code) to the extent that Rule 16b-3 and, if necessary for relief from the limitation under Section 162(m) of the Code and such relief is sought by the Company, Section 162(m) of the Code, respectively, are applicable;
(iii) the mere fact that a Committee member shall fail to qualify under either of the foregoing requirements set forth in Section 2.1(j)(ii) shall not invalidate any Award made by the Committee which Award is otherwise validly made under the Plan; and
(iv) members of the Committee may be appointed from time to time by, and shall serve at the pleasure of, the Board;
(k) "Common Stock" means the common stock of the Company;
(l) "Company" means Conexeu Sciences Inc., a Nevada corporation;
(m) "Consultant" means any person (other than an Employee) who is engaged by the Company or any Related Entity to render consulting or advisory services to the Company or such Related Entity;
(n) "Continuing Directors" means members of the Board who either (i) have been Board members continuously for a period of at least 36 months, or (ii) have been Board members for less than 36 months and were appointed or nominated for election as Board members by at least a majority of the Board members described in clause (i) who were still in office at the time such appointment or nomination was approved by the Board;
(o) "Continuous Service" means that the provision of services to the Company or a Related Entity in any capacity of Employee, Director or Consultant that is not interrupted or terminated. Continuous Service shall not be considered interrupted in the case of (i) any approved leave of absence, (ii) transfers between locations of the Company or among the Company, any Related Entity, or any successor, in any capacity of Employee, Director or Consultant, or (iii) any change in status as long as the individual remains in the service of the Company or a Related Entity in any capacity of Employee, Director or Consultant (except as otherwise provided in the Award Agreement). An approved leave of absence shall include sick leave, maternity or paternity leave, military leave, or any other authorized personal leave. For purposes of Incentive Stock Options, no such leave may exceed 90 calendar days, unless reemployment upon expiration of such leave is guaranteed by statute or contract;
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(p) "Corporate Transaction" means any of the following transactions:
(i) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the jurisdiction in which the Company is organized;
(ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company (including the capital stock of the Company's subsidiary corporations) in connection with the complete liquidation or dissolution of the Company; or
(iii) any reverse merger in which the Company is the surviving entity but in which securities possessing more than 50% of the total combined voting power of the Company's outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger;
(q) "Covered Employee" means an Employee who is a "covered employee" under Section 162(m)(3) of the Code;
(r) "Deferred Stock Units" means Awards that are granted to Directors and are subject to the additional provisions set out in Subpart A which is attached hereto and which forms a material part hereof;
(s) "Director" means a member of the Board or the board of directors of any Related Entity;
(t) "Disability" or "Disabled" means that a Grantee is unable to carry out the responsibilities and functions of the position held by the Grantee by reason of any medically determinable physical or mental impairment. A Grantee shall not be considered to have incurred a Disability unless he or she furnishes proof of such impairment sufficient to satisfy the Administrator in its discretion. Notwithstanding the above, (i) with respect to an Incentive Stock Option, Disability or Disabled shall mean permanent and total disability as defined in Section 22(e)(3) of the Code and (ii) to the extent an Option is subject to Section 409A of the Code, and payment or settlement of the Option is to be accelerated solely as a result of the Eligible Participant's Disability, Disability shall have the meaning ascribed thereto under Section 409A of the Code and the Treasury guidance promulgated thereunder;
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(u) "Disinterested Shareholder Approval" means approval by a majority of the votes cast by all the Company's shareholders at a duly constituted shareholders' meeting, excluding votes attached to shares beneficially owned by Insiders;
(v) "Eligible Participant" means any person who is an Officer, a Director, an Employee or a Consultant, including individuals who are foreign nationals or are employed or reside outside the United States;
(w) "Employee" means any person who is a full-time or part-time employee of the Company or any Related Entity;
(x) "Exchange Act" means the United States Securities Exchange Act of 1934, as amended;
(y) "Fair Market Value" means, as of any date, the value of a Share determined in good faith by the Administrator. By way of illustration, but not limitation, for the purpose of this definition, good faith shall be met if the Administrator employs the following methods:
(i) Listed Stock. If the Common Stock is traded on any established stock exchange or quoted on a national market system, Fair Market Value shall be (A) the closing sales price for the Common Stock as quoted on that stock exchange or system for the date the value is to be determined (the "Value Date") as reported in The Wall Street Journal or a similar publication, or (B) if the rules of the applicable stock exchange require, the volume-weighted average trading price for five days prior to the date the Board approves the grant of the Award. If no sales are reported as having occurred on the Value Date, Fair Market Value shall be that closing sales price for the last preceding trading day on which sales of Common Stock are reported as having occurred. If no sales are reported as having occurred during the five trading days before the Value Date, Fair Market Value shall be the closing bid for Common Stock on the Value Date. If the Common Stock is listed on multiple exchanges or systems, Fair Market Value shall be based on sales or bids on the primary exchange or system on which Common Stock is traded or quoted. If the rules of any applicable stock exchange or system require a different method of calculating Fair Market Value, then such method as required by those rules shall be used;
(ii) Stock Quoted by Securities Dealer. If Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported on any established stock exchange or quoted on a national market system, Fair Market Value shall be the mean between the high bid and low asked prices on the Value Date. If no prices are quoted for the Value Date, Fair Market Value shall be the mean between the high bid and low asked prices on the last preceding trading day on which any bid and asked prices were quoted;
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(iii) No Established Market. If Common Stock is not traded on any established stock exchange or quoted on a national market system and is not quoted by a recognized securities dealer, the Administrator will determine Fair Market Value in good faith. The Administrator will consider the following factors, and any others it considers significant, in determining Fair Market Value: (A) the price at which other securities of the Company have been issued to purchasers other than Employees, Directors, or Consultants; (B) the Company's net worth, prospective earning power, dividend-paying capacity, and non-operating assets, if any; and (C) any other relevant factors, including the economic outlook for the Company and the Company's industry, the Company's position in that industry, the Company's goodwill and other intellectual property, and the values of securities of other businesses in the same industry;
(iv) Additional Valuation. For publicly traded companies, any valuation method permitted under Section 20.2031-2 of the Estate Tax Regulations; or
(v) Non-Publicly Traded Stock. For non-publicly traded stock, the Fair Market Value of the Common Stock at the Grant Date based on an average of the Fair Market Values as of such date set forth in the opinions of completely independent and well-qualified experts (the Eligible Participant's status as a majority or minority shareholder may be taken into consideration).
Regardless of whether the Common Stock offered under the Award is publicly traded, a good faith attempt under this definition shall not be met unless the Fair Market Value of the Common Stock on the Grant Date is determined with regard to nonlapse restrictions (as defined in Section 1.83-3(h) of the Treasury Regulations) and without regard to lapse restrictions (as defined in Section 1.83-3(i) of the Treasury Regulations);
(z) "Grantee" means an Eligible Participant who receives an Award pursuant to an Award Agreement;
(aa) "Grant Date" means the date the Administrator approves that grant of an Award. However, if the Administrator specifies that an Award's Grant Date is a future date or the date on which a condition is satisfied, the Grant Date for such Award is that future date or the date that the condition is satisfied;
(bb) "Incentive Stock Option" means an Option within the meaning of Section 422 of the Code;
(cc) "Insider" means:
(i) a Director or Senior Officer of the Company;
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(ii) a Director or Senior Officer of a person that is itself an Insider or Subsidiary of the Company;
(iii) a person that has
(A) direct or indirect beneficial ownership of,
(B) control or direction over, or
(C) a combination of direct or indirect beneficial ownership of and control or direction over,
securities of the Company carrying more than 10% of the voting rights attached to all the Company's outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the person as underwriter in the course of a distribution; or
(iv) the Company itself, if it has purchased, redeemed or otherwise acquired any securities of its own issue, for so long as it continues to hold those securities;
(dd) "Named Executive Officer" means, if applicable, an Eligible Participant who, as of the date of vesting and/or payout of an Award, is one of the group of Covered Employees as defined;
(ee) "Non-Qualified Stock Option" means an Option which is not an Incentive Stock Option;
(ff) "Officer" means a person who is an officer, including a Senior Officer, of the Company or a Related Entity within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder;
(gg) "Option" means an option to purchase Shares pursuant to an Award Agreement granted under the Plan;
(hh) "Parent" means a "parent corporation", whether now or hereafter existing, as defined in Section 424(e) of the Code;
(ii) "Performance-Based Compensation" means compensation qualifying as "performance-based compensation" under Section 162(m) of the Code;
(jj) "Plan" means this 2025 Stock Incentive Plan as amended from time to time;
(kk) "Related Entity" means any Parent or Subsidiary, and includes any business, corporation, partnership, limited liability company or other entity in which the Company, a Parent or a Subsidiary holds a greater than 50% ownership interest, directly or indirectly, or contractually controls such entity;
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(ll) "Related Entity Disposition" means the sale, distribution or other disposition by the Company of all or substantially all of the Company's interests in any Related Entity effected by a sale, merger or consolidation or other transaction involving that Related Entity or the sale of all or substantially all of the assets of that Related Entity;
(mm) "Restricted Stock" means Shares issued under the Plan to the Grantee for such consideration, if any, and subject to such restrictions on transfer, rights of first refusal, repurchase provisions, forfeiture provisions, and other terms and conditions as, established by the Administrator and specified in the related Award Agreement;
(nn) "Restricted Stock Unit" means a notional account established pursuant to an Award granted to a Grantee, as described in this Plan, that is (i) valued solely by reference to Shares, (ii) subject to restrictions specified in the Award Agreement, and (iii) payable only in Shares;
(oo) "Restriction Period" means the period during which the transfer of Shares of Restricted Stock is limited in some way (based on the passage of time, the achievement of performance objectives, or the occurrence of other events as determined by the Administrator, in its sole discretion) or the Restricted Stock is not vested;
(pp) "SAR" means a stock appreciation right entitling the Grantee to Shares or cash compensation, as established by the Administrator, measured by appreciation in the value of Common Stock;
(qq) "SEC" means the United States Securities and Exchange Commission;
(rr) "Senior Officer" means:
(i) the chair or vice chair of the Board, the president, the chief executive officer, the chief financial officer, a vice-president, the secretary, the treasurer or the general manager of the Company or a Related Entity;
(ii) any individual who performs functions for a person similar to those normally performed by an individual occupying any office specified in Section 2.1(rr)(i) above; and
(iii) the five highest paid employees of the Company or a Related Entity, including any individual referred to in Section 2.1(rr)(i) or 2.1(rr)(ii) and excluding a commissioned salesperson who does not act in a managerial capacity;
(ss) "Share" means a share of the Common Stock; and
(tt) "Subsidiary" means a "subsidiary corporation", whether now or hereafter existing, as defined in Section 424(f) of the Code.
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3. STOCK SUBJECT TO THE PLAN
Number of Shares Available
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3.1 |
(a) Subject to the provisions of Section 18, the maximum aggregate number of Shares which may be issued pursuant to all Awards (including Incentive Stock Options) under this Plan is 3,000,000 (the "Maximum Number"). Refer to Section 29 for Reservation of Shares. Shares reacquired by the Company in the open market using cash proceeds from the exercise of Options will not be available for Awards under the Plan. |
(b) Shares that have been issued under the Plan pursuant to an Award shall not be returned to the Plan and shall not become available for future issuance under the Plan, except that Shares covered by an Award (or portion of an Award) which is forfeited, cancelled, expired or settled in cash (which cash settlement is only available with respect to Shares or in-the-money Options or SARs if provided for in the Award Agreement) shall be deemed not to have been issued for the purposes of determining the Maximum Number of Shares which may be issued under the Plan. For the avoidance of doubt: (i) the Company shall not return to the Plan any Shares tendered for the exercise of any Award under the Plan; (ii) Shares withheld to satisfy a Grantee's tax withholding obligations shall be deemed to have been issued under the Plan for the purposes of determining the Maximum Number of Shares; (iii) the gross (not net) number of Shares that are issued pursuant to the exercise of an Award shall be deemed to have been issued under the Plan for the purposes of determining the Maximum Number of Shares; and (iv) if any stock-settled SARs are exercised, the aggregate number of Shares subject to such SARs shall be deemed issued under the Plan for the purposes of determining the Maximum Number of Shares.
(c) However, in the event that prior to the Award's cancellation, termination, expiration, forfeiture or lapse, the holder of the Award at any time received one or more elements of beneficial ownership pursuant to such Award (as defined by the SEC, pursuant to any rule or interpretations promulgated under Section 16 of the Exchange Act), the Shares subject to such Award shall not again be made available for regrant under the Plan.
Shares to Insiders
3.2 Subject to Sections 15.1(b) and 15.1(c), no Insider of the Company is eligible to receive an Award where:
(a) the Insider is not a Director or Senior Officer of the Company;
(b) any Award, together with all of the Company's other previously established or proposed Awards under the Plan could result at any time in:
(i) the number of Shares reserved for issuance pursuant to Options granted to Insiders exceeding 50% of the outstanding issue of Common Stock; or
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(ii) the issuance to Insiders pursuant to the exercise of Options, within a one year period of a number of Shares exceeding 50% of the outstanding issue of the Common Stock;
provided, however, that this restriction on the eligibility of Insiders to receive an Award shall cease to apply if it is no longer required under any Applicable Laws.
Limitations on Award
3.3 Unless and until the Administrator determines that an Award to a Grantee is not designed to qualify as Performance-Based Compensation, the following limits (the "Award Limits") shall apply to grants of Awards to Grantees subject to the Award Limits by Applicable Laws under this Plan:
(a) Options and SARs. Notwithstanding any provision in the Plan to the contrary (but subject to adjustment as provided in Section 18), the maximum number of Shares with respect to one or more Options and/or SARs that may be granted during any one calendar year under the Plan to any one Grantee shall be 500,000; all of which may be granted as Incentive Stock Options); and
(b) Other Awards. The maximum aggregate grant with respect to Awards of Restricted Stock, unrestricted Shares, Restricted Stock Units and Deferred Stock Units (or used to provide a basis of measurement for or to determine the value of Restricted Stock Units and Deferred Stock Units) in any one calendar year to any one Grantee (determined on the date of payment of settlement) shall be 500,000.
4. ADMINISTRATION
Authority of Plan Administrator
4.1 Authority to control and manage the operation and administration of this Plan shall be vested in the Administrator.
Powers of the Administrator
4.2 Subject to Applicable Laws and the provisions of the Plan or subplans hereof (including any other powers given to the Administrator hereunder), and except as otherwise provided by the Board, the Administrator shall have the exclusive power and authority, in its discretion:
(a) to construe and interpret this Plan and any agreements defining the rights and obligations of the Company and Grantees under this Plan;
(b) to select the Eligible Participants to whom Awards may be granted from time to time hereunder;
(c) to determine whether and to what extent Awards are granted hereunder;
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(d) to determine the number of Shares or the amount of other consideration to be covered by each Award granted hereunder;
(e) to approve forms of Award Agreements for use under the Plan, which need not be identical for each Grantee;
(f) to determine the terms and conditions of any Award granted under the Plan, including, but not limited to, the exercise price, grant price or purchase price based on the Fair Market Value of the same, any restrictions or limitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions on the exercisability of the Award, based in each case on such considerations as the Committee in its sole discretion determines that is not inconsistent with any rule or regulation under any tax or securities laws or includes an alternative right that does not disqualify an Incentive Stock Option under applicable regulations;
(g) to amend the terms of any outstanding Award granted under the Plan (other than the exercise price or acceleration of outstanding Awards), provided that any amendment that would adversely affect the Grantee's rights under an existing Award shall not be made without the Grantee's consent unless as a result of a change in Applicable Law;
(h) to suspend the right of a holder to exercise all or part of an Award for any reason that the Administrator considers in the best interest of the Company;
(i) to, subject to regulatory approval, amend or suspend the Plan, or revoke or alter any action taken in connection therewith, except that no general amendment or suspension of the Plan, shall, without the written consent of all Grantees, alter or impair any Award granted under the Plan unless as a result of a change in the Applicable Law;
(j) to establish additional terms, conditions, rules or procedures to accommodate the rules or laws of applicable foreign jurisdictions and to afford Grantees favorable treatment under such laws; provided, however, that no Award shall be granted under any such additional terms, conditions, rules or procedures with terms or conditions which are inconsistent with the provisions of the Plan;
(k) to further define the terms used in this Plan;
(l) to correct any defect or supply any omission or reconcile any inconsistency in this Plan or in any Award Agreement;
(m) to provide for rights of refusal and/or repurchase rights;
(n) to amend outstanding Award Agreements (other than the exercise price or acceleration of outstanding Awards) to provide for, among other things, any change or modification which the Administrator could have provided for upon the grant of an Award or in furtherance of the powers provided for herein that does not disqualify an Incentive Stock Option under applicable regulations unless the Grantee so consents;
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(o) to prescribe, amend and rescind rules and regulations relating to the administration of this Plan; and
(p) to take such other action, not inconsistent with the terms of the Plan, as the Administrator deems appropriate.
Except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), (i) the terms of outstanding Awards may not be amended to reduce the exercise price or provide for the acceleration of outstanding Options or SARs, and (ii) outstanding Options or SARs may not be cancelled, exchanged, bought out or surrendered in exchange for cash, other awards or Options or SARs with an exercise price that is less than the exercise price of the original Options or SARs, in each of cases (i) or (ii) without stockholder approval.
Effect of Administrator's Decision
4.3 All decisions, determinations and interpretations of the Administrator shall be conclusive and binding on all persons. The Administrator shall not be liable for any decision, action or omission respecting this Plan, or any Awards granted or Shares sold under this Plan. In the event an Award is granted in a manner inconsistent with the provisions of this Section 4, such Award shall be presumptively valid as of its grant date to the extent permitted by the Applicable Laws.
Action by Committee
4.4 Except as otherwise provided by committee charter or other similar corporate governance documents, for the purposes of administering the Plan, the following rules of procedure shall govern the Committee. A majority of the Committee shall constitute a quorum. The acts of a majority of the members present at any meeting at which a quorum is present, and acts approved unanimously in writing by the members of the Committee in lieu of a meeting, shall be deemed the acts of the Committee. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any Parent or Affiliate, the Company's independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan.
Limitation on Liability
4.5 To the extent permitted by applicable law in effect from time to time, no member of the Administrator shall be liable for any action or omission of any other member of the Administrator nor for any act or omission on the member's own part, excepting only the member's own wilful misconduct or gross negligence, arising out of or related to this Plan. The Company shall pay expenses incurred by, and satisfy a judgment or fine rendered or levied against, a present or former member of the Administrator in any action against such person (whether or not the Company is joined as a party defendant) to impose liability or a penalty on such person for an act alleged to have been committed by such person while a member of the Administrator arising with respect to this Plan or administration thereof or out of membership on the Administrator or by the Company, or all or any combination of the preceding, provided, the member was acting in good faith, within what such member reasonably believed to have been within the scope of his or her employment or authority and for a purpose which he or she reasonably believed to be in the best interests of the Company or its stockholders. Payments authorized hereunder include amounts paid and expenses incurred in settling any such action or threatened action. The provisions of this Section 4.5 shall apply to the estate, executor, administrator, heirs, legatees or devisees of a member of the Administrator, and the term "person" as used on this Section 4.5 shall include the estate, executor, administrator, heirs, legatees, or devisees of such person.
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5. ELIGIBILITY
Except as otherwise provided, all types of Awards may be granted to Eligible Participants. An Eligible Participant who has been granted an Award may be, if he or she continues to be eligible, granted additional Awards.
6. AWARDS
Type of Awards
6.1 The Administrator is authorized to award any type of arrangement to an Eligible Participant that is not inconsistent with the provisions of the Plan and that by its terms involves or might involve the issuance of:
(a) Shares, including unrestricted Shares;
(b) Options;
(c) SARs or similar rights with a fixed price at no less than a grant date Fair Market Value of the Shares and with an exercise or conversion privilege related to the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions;
(d) any other security with the value derived from the value of the Shares, such as Restricted Stock and Restricted Stock Units;
(e) Deferred Stock Units;
(f) Dividend Equivalent Rights, as defined in Section 13; or
(g) any combination of the foregoing.
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Designation of Award
6.2 Each type of Award shall be designated in the Award Agreement. In the case of an Option, the Option shall be designated as either an Incentive Stock Option or a Non-Qualified Stock Option. Refer to Section 7.3(a) regarding exceeding the Incentive Stock Option threshold.
7. GRANT OF OPTIONS; TERMS AND CONDITIONS OF GRANT
Grant of Options
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7.1 |
(a) One or more Options may be granted to any Eligible Participant. Subject to the express provisions of this Plan, the Administrator shall determine from the Eligible Participants those individuals to whom Options under this Plan may be granted. The Shares underlying a grant of an Option may be in the form of Restricted Stock or unrestricted Stock. |
(b) Further, subject to the express provisions of this Plan, the Administrator shall specify the Grant Date, the number of Shares covered by the Option, the exercise price and the terms and conditions for exercise of the Options. As soon as practicable after the Grant Date, the Company shall provide the Grantee with a written Award Agreement in the form approved by the Administrator, which sets out the Grant Date, the number of Shares covered by the Option, the exercise price and the terms and conditions for exercise of the Option.
(c) The Administrator may, in its absolute discretion, grant Options under this Plan at any time and from time to time before the expiration of this Plan.
General Terms and Conditions
7.2 Except as otherwise provided herein, the Options shall be subject to the following terms and conditions and such other terms and conditions not inconsistent with this Plan as the Administrator may impose:
(a) Exercise of Option. The Administrator may determine in its discretion whether any Option shall be subject to vesting and the terms and conditions of any such vesting. The Award Agreement shall contain any such vesting schedule;
(b) Option Term. Each Option and all rights or obligations thereunder shall expire on such date as shall be determined by the Administrator, but not later than ten years after the Grant Date (five years in the case of an Incentive Stock Option when the Optionee beneficially owns more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary (a "Ten Percent Stockholder"), as determined with reference to Rule 13d-3 of the Exchange Act), and shall be subject to earlier termination as hereinafter provided;
(c) Exercise Price. The exercise price of any Option shall be determined by the Administrator when the Option is granted, at such exercise price as may be determined by the Administrator in the Administrator's sole and absolute discretion; provided, however, that the exercise price may not be less than 100% of the Fair Market Value of the Shares on the Grant Date with respect to any Options which are granted and, provided further, that the exercise price of any Incentive Stock Option granted to a Ten Percent Stockholder shall not be less than 110% of the Fair Market Value of the Shares on the Grant Date. Payment for the Shares purchased shall be made in accordance with Section 16 of this Plan. The Administrator is authorized to issue Options, whether Incentive Stock Options or Non-qualified Stock Options, at an option price in excess of the Fair Market Value on the Grant Date, to determine the terms and conditions of any Award granted under the Plan, including, but not limited to, the exercise price, grant price or purchase price, any restrictions or limitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions on the exercisability of the Award, based in each case on such considerations as the Committee in its sole discretion determines that is not inconsistent with any rule or regulation under any tax or securities laws or includes an alternative right that does not disqualify an Incentive Stock Option under applicable regulations;
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(d) Method of Exercise. Options may be exercised only by delivery to the Company of a stock option exercise agreement (the "Exercise Agreement") in a form approved by the Administrator (which need not be the same for each Grantee), stating the number of Shares being purchased, the restrictions imposed on the Shares purchased under such Exercise Agreement, if any, and such representations and agreements regarding the Grantee's investment intent and access to information and other matters, if any, as may be required or desirable by the Company to comply with applicable securities laws, together with payment in full of the exercise price for the number of Shares being purchased;
(e) Exercise After Certain Events.
(i) Termination of Continuous Services.
(A) Options.
(I) Termination of Continuous Services. If for any reason other than Disability or death, a Grantee terminates Continuous Services with the Company or a Subsidiary, vested Options held at the date of such termination may be exercised, in whole or in part, either (i) at any time within three months after the date of such termination, or (ii) during any lesser period as specified in the Award Agreement or (iii) during any lesser period as may be determined by the Administrator, in its sole and absolute discretion, prior to the date of such termination (but in no event after the earlier of (A) the expiration date of the Option as set forth in the Award Agreement and (B) ten years from the Grant Date (five years for a Ten Percent Stockholder if the Option is an Incentive Stock Option)).
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(II) Continuation of Services as Consultant/Advisor. If a Grantee granted an Incentive Stock Option terminates employment but continues as a Consultant (no termination of Continuous Services), the Grantee need not exercise an Incentive Stock Option within either of the termination periods provided for immediately hereinabove but shall be entitled to exercise, in whole or in part, either (i) at any time within three months after the then date of termination of Continuous Services to the Company or a Subsidiary, or (ii) during any lesser period as specified in the Award Agreement or (iii) during any lesser period as may be determined by the Administrator, in its sole and absolute discretion, prior to the date of such then termination of Continuous Services to the Company or the Subsidiary (one year in the event of Disability or death) (but in no event after the earlier of (A) the expiration date of the Option as set forth in the Award Agreement and (B) ten years from the Grant Date (five years for a Ten Percent Stockholder if the Option is an Incentive Stock Option)). However, if the Grantee does not exercise within three months of termination of employment, pursuant to Section 422 of the Code the Option shall not qualify as an Incentive Stock Option.
(B) Disability and Death. If a Grantee becomes Disabled while rendering Continuous Services to the Company or a Subsidiary, or dies while employed by the Company or Subsidiary or within three months thereafter, vested Options then held may be exercised by the Grantee, the Grantee's personal representative, or by the person to whom the Option is transferred by the laws of descent and distribution, in whole or in part, at any time within one year after the termination because of the Disability or death or any lesser period specified in the Award Agreement (but in no event after the earlier of (i) the expiration date of the Option as set forth in the Award Agreement, and (ii) ten years from the Grant Date (five years for a Ten Percent Stockholder if the Option is an Incentive Stock Option).
Limitations on Grant of Incentive Stock Options
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7.3 |
(a) Threshold. The aggregate Fair Market Value (determined as of the Grant Date) of the Shares for which Incentive Stock Options may first become exercisable by any Grantee during any calendar year under this Plan, together with that of Shares subject to Incentive Stock Options first exercisable by such Grantee under any other plan of the Company or any Parent or Subsidiary, shall not exceed $100,000. For purposes of this Section 7.3(a), all Options in excess of the $100,000 threshold shall be treated as Non-Qualified Stock Options notwithstanding the designation as Incentive Stock Options. For this purpose, Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares shall be determined as of the date the Option with respect to such Shares is granted. |
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(b) Compliance with Section 422 of the Code. There shall be imposed in the Award Agreement relating to Incentive Stock Options such terms and conditions as are required in order that the Option be an "incentive stock option" as that term is defined in Section 422 of the Code.
(c) Requirement of Employment. No Incentive Stock Option may be granted to any person who is not an Employee of the Company or a Parent or Subsidiary of the Company.
8. RESTRICTED STOCK AWARDS
Grant of Restricted Stock Awards
8.1 Subject to the terms and provisions of this Plan, the Administrator is authorized to make awards of Restricted Stock to any Eligible Participant in such amounts and subject to such terms and conditions as may be selected by the Administrator. The restrictions may lapse separately or in combination at such times, under such circumstances, in such instalments, time-based or upon the satisfaction of performance goals or otherwise, as the Administrator determines at the time of the grant of the Award. (Refer to Performance Goals, Section 14.4). All awards of Restricted Stock shall be evidenced by Award Agreements.
Consideration
8.2 Restricted Stock may be issued in connection with:
(a) Services. Services rendered to the Company or an Affiliate (i.e. bonus); and/or
(b) Purchase Price. A purchase price, as specified in the Award Agreement related to such Restricted Stock, equal to not less than 100% of the Fair Market Value of the Shares underlying the Restricted Stock on the date of issuance.
Voting and Dividends
8.3 Unless the Administrator in its sole and absolute discretion otherwise provides in an Award Agreement, holders of vested Restricted Stock shall have the right to vote such Restricted Stock and the right to receive any dividends declared or paid with respect to such Restricted Stock. Holders of Restricted Stock which have not yet vested are not entitled to receive dividends, however, dividends may be accrued and paid upon the vesting of such Restricted Stock. The Administrator may provide that any dividends paid on Restricted Stock must be reinvested in shares of Stock, which may or may not be subject to the same vesting conditions and restrictions applicable to such Restricted Stock. All distributions, if any, received by a Grantee with respect to Restricted Stock as a result of any stock split, stock dividend, combination of shares, or other similar transaction shall be subject to the restrictions applicable to the original Award.
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Forfeiture
8.4 In the case of an event of forfeiture pursuant to the Award Agreement, including failure to satisfy the restriction period or a performance objective during the applicable restriction period, any Restricted Stock that has not vested prior to the event of forfeiture shall automatically expire, and all of the rights, title and interest of the Grantee thereunder shall be forfeited in their entirety including but not limited to any right to vote and receive dividends with respect to the Restricted Stock.
Certificates for Restricted Stock
8.5 Restricted Stock granted under this Plan may be evidenced in such manner as the Administrator shall determine, including by way of certificates. The Administrator may provide in an Award Agreement that either (i) the Secretary of the Company shall hold such certificates for the Grantee's benefit until such time as the Restricted Stock is forfeited to the Company or the restrictions lapse, (Refer to Escrow; Pledge of Shares, Section 23) or (ii) such certificates shall be delivered to the Grantee, provided, however, that such certificates shall bear a legend or legends that comply with the applicable securities laws and regulations and make appropriate reference to the restrictions imposed under this Plan and the Award Agreement.
9. UNRESTRICTED STOCK AWARDS
Except as otherwise provided for in Section 21, the Administrator may, in its sole discretion, grant (or sell at not less than 100% of the Fair Market Value or such other higher purchase price determined by the Administrator in the Award Agreement) an Award of unrestricted Shares to any Grantee pursuant to which such Grantee may receive Shares free of any restrictions under this Plan. Holders of such Shares from an Award of Unrestricted Shares which have not yet vested are not entitled to receive dividends, however, dividends may be accrued and paid upon the vesting of such Shares.
10. RESTRICTED STOCK UNITS
Grant of Restricted Stock Units
10.1 Subject to the terms and provisions of this Plan, the Administrator is authorized to make awards of Restricted Stock Units to any Eligible Participant in such amounts and subject to such terms and conditions as may be selected by the Administrator. These restrictions may lapse separately or in combination at such times, under such circumstances, in such instalments, time-based or upon the satisfaction of performance goals or otherwise, as the Administrator determines at the time of the grant of the Award. (Refer to Performance Goals, Section 14.4). All awards of Restricted Stock Units shall be evidenced by Award Agreements.
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Number of Restricted Stock Units
10.2 The Award Agreement shall specify the number of Share equivalent units granted and such other provisions as the Administrator determines.
Consideration
10.3 Restricted Stock Units may be issued in connection with:
(a) Services. Services rendered to the Company or an Affiliate (i.e. bonus); and/or
(b) Purchase Price. A purchase price as specified in the Award Agreement related to such Restricted Stock Units, equal to not less than 100% of the Fair Market Value of the Shares underlying the Restricted Stock Units on the date of issuance.
No Voting Rights
10.4 The holders of Restricted Stock Units shall have no rights as stockholders of the Company.
Dividends and Dividend Equivalency
10.5 The Administrator, in its sole and absolute discretion, may provide in an Award Agreement evidencing a grant of Restricted Stock Units that the holder shall be entitled to receive, upon the Company's payment of a cash dividend on its outstanding Shares, a cash payment for each Restricted Stock Unit. (Refer to Section 13, Dividend Equivalent Right). Such Award Agreement may also provide that such cash payment shall be deemed reinvested in additional Restricted Stock Units at a price per unit equal to the Fair Market Value of a Share on the date that such dividend is paid. Holders of Restricted Stock Units which have not yet vested are not entitled to receive dividends, however, dividends may be accrued and paid upon the vesting of such Restricted Stock Units.
Creditor's Rights
10.6 A holder of Restricted Stock Units shall have no rights other than those of a general creditor of the Company. Restricted Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Award Agreement.
Settlement of Restricted Stock Units
10.7 Each Restricted Stock Unit shall be paid and settled by the issuance of Restricted Stock or unrestricted Shares in accordance with the Award Agreement and if such settlement is subject to Section 409A of the Code only upon any one or more of the following as provided for in the Award Agreement:
(a) a specific date or date determinable by a fixed schedule;
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(b) upon the Eligible Participant's termination of Continuous Services to the extent the same constitutes a separation from services for purposes of Section 409A of the Code except that if an Eligible Participant is a "key employee" as defined in Section 409A of the Code for such purposes, then payment or settlement shall occur 6 months following such separation of service;
(c) as a result of the Eligible Participant's death or Disability; or
(d) in connection with or as a result of a Change of Control in compliance with Section 409A of the Code.
Forfeiture
10.8 Upon failure to satisfy any requirement for settlement as set forth in the Award Agreement, including failure to satisfy any restriction period or performance objective, any Restricted Stock Units held by the Grantee shall automatically expire, and all of the rights, title and interest of the Grantee thereunder shall be forfeited in their entirety including but not limited to any right to receive dividends with respect to the Restricted Stock Units.
11. DIRECTOR SHARES AND DIRECTOR DEFERRED STOCK UNITS
Except as otherwise provided for in Section 21, the grant of Awards of Shares to Directors and the election by Directors to defer the receipt of the Awards of Shares (the "Deferred Stock Units") shall be governed by the provisions of Subpart A which is attached hereto. The provisions of Subpart A are attached hereto as part of this Plan and are incorporated herein by reference.
12. STOCK APPRECIATION RIGHTS
Awards of SARs
12.1 A SAR is an award to receive a number of Shares (which may consist of Restricted Stock), or cash, or Shares and cash, as determined by the Administrator in accordance with Section 12.4 below, for services rendered to the Company. A SAR may be awarded pursuant to an Award Agreement that shall be in such form (which need not be the same for each Grantee) as the Administrator shall from time to time approve, and shall comply with and be subject to the terms and conditions of this Plan. A SAR may vary from Grantee to Grantee and between groups of Grantees, and may be based upon performance objectives (Refer to Performance Goals in Section 14.4).
Term
12.2 The term of a SAR shall be set forth in the Award Agreement as determined by the Administrator, provided that the term of a SAR shall expire not later than ten years after the Grant Date of such SAR.
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Exercise
12.3 A Grantee desiring to exercise a SAR shall give written notice of such exercise to the Company, which notice shall state the proportion of Shares and cash that the Grantee desires to receive pursuant to the SAR exercised, subject to the discretion of the Administrator. Upon receipt of the notice from the Grantee, subject to the Administrator's election to pay cash as provided in Section 12.4 below, the Company shall deliver to the person entitled thereto (i) a certificate or certificates for Shares and/or (ii) a cash payment, in accordance with Section 12.4 below. The date the Company receives written notice of such exercise hereunder is referred to in this Section 12 as the "exercise date".
Number of Shares or Amount of Cash
12.4 Subject to the discretion of the Administrator to substitute cash for Shares, or some portion of the Shares for cash, the amount of Shares that may be issued pursuant to the exercise of a SAR shall be determined by dividing: (i) the total number of Shares as to which the SAR is exercised, multiplied by the amount by which the Fair Market Value of the Shares on the exercise date exceeds the Fair Market Value of a Share on the date of grant of the SAR; by (ii) the Fair Market Value of a Share on the exercise date; provided, however, that fractional Shares shall not be issued and in lieu thereof, a cash adjustment shall be paid. In lieu of issuing Shares upon the exercise of a SAR, the Administrator in its sole discretion may elect to pay the cash equivalent of the Fair Market Value of the Shares on the exercise date for any or all of the Shares that would otherwise be issuable upon exercise of the SAR.
Effect of Exercise
12.5 A partial exercise of a SAR shall not affect the right to exercise the remaining SAR from time to time in accordance with this Plan and the applicable Award Agreement with respect to the remaining shares subject to the SAR.
Dividends
12.6 Unless the Administrator in its sole and absolute discretion otherwise provides in an Award Agreement, holders of vested SARs shall have the right to receive any dividends declared or paid with respect to such SARs. Holders of SARs which have not yet vested are not entitled to receive dividends, however, dividends may be accrued and paid upon the vesting of such SARs. The Administrator may provide that any dividends paid on SARs must be reinvested in shares of Stock, which may or may not be subject to the same vesting conditions and restrictions applicable to such SARs. All distributions, if any, received by a Grantee with respect to SARs as a result of any stock split, stock dividend, combination of shares, or other similar transaction shall be subject to the restrictions applicable to the original Award.
Forfeiture
12.7 In the case of an event of forfeiture pursuant to the Award Agreement, including failure to satisfy any restriction period or a performance objective, any SAR that has not vested prior to the date of termination shall automatically expire, and all of the rights, title and interest of the Grantee thereunder shall be forfeited in their entirety.
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13. DIVIDEND EQUIVALENT RIGHT
A dividend equivalent right is an Award entitling the recipient to receive credits based on cash distributions that would have been paid on the Shares specified in the dividend equivalent right (or other Award to which it relates) if such Shares had been issued to and held by the recipient (a "Dividend Equivalent Right"). A Dividend Equivalent Right may be granted hereunder to any Grantee as a component of another Award or as a freestanding Award. The terms and conditions of a Dividend Equivalent Right shall be specified in the grant. Dividend equivalents credited to the holder of a Dividend Equivalent Right may be paid currently or may be deemed to be reinvested in additional Shares, which may thereafter accrue additional equivalents. Any such reinvestment shall be at Fair Market Value on the date of reinvestment. Dividend Equivalent Rights may be settled in cash or Shares or a combination thereof, in a single instalment or instalments, all determined in the sole discretion of the Administrator. A Dividend Equivalent Right granted as a component of another Award may not contain terms and conditions different from such other Award.
Subject to the following, a Dividend Equivalent Right granted as a component of another Award may provide that such Dividend Equivalent Right shall be settled upon exercise, settlement, or payment of, or lapse of restrictions on, such other Award, and that such Dividend Equivalent Right shall expire or be forfeited or annulled under the same conditions as such other Award; provided, however, that the holder of Dividend Equivalent Rights, including any Award of which it forms a component, which have not vested are not entitled to receive dividends, however, dividends may be accrued and paid upon vesting of such Dividend Equivalent Rights together with their related Awards if applicable.
14. TERMS AND CONDITIONS OF AWARDS
In General
14.1 Subject to the terms of the Plan and Applicable Laws, the Administrator shall determine the provisions, terms, and conditions of each Award including, but not limited to, the Award vesting schedule, repurchase provisions, rights of first refusal, forfeiture provisions, form of payment (cash, Shares, or other consideration) upon settlement of the Award, payment contingencies, and satisfaction of any performance criteria.
Term of Award
14.2 The term of each Award shall be the term stated in the Award Agreement.
Transferability
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14.3 |
(a) Limits on Transfer. No Award granted under the Plan may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will, by the laws of descent and distribution, to a Grantee's spouse, former spouse or dependent pursuant to a court-approved domestic relations order which relates to the provision of child support, alimony payments or marital property rights or to the limited extent provided in this Section 14.3(a). All rights with respect to an Award granted to a Grantee shall be available during his or her lifetime only to the Grantee. Notwithstanding the foregoing, the Grantee may, in a manner specified by the Administrator, if the Administrator so permits, transfer an Award by bona fide gift and not for any consideration, to (i) a member or members of the Grantee's immediate family, (ii) a trust established for the exclusive benefit of the Grantee and or member(s) of the Grantee's immediate family, (iii) a partnership, limited liability company or other entity whose only members are the Grantee and/or member(s) of the Grantee's immediate family, or (iv) a foundation in which the Grantee and/or member(s) of the Grantee's immediate family control the management of the foundation's assets. Any such transfer shall be made in accordance with such procedures as the Administrator may specify from time to time. |
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(b) Beneficiaries. Notwithstanding Section 14.3(a), a Grantee may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Grantee and to receive any distribution with respect to any Award upon the Grantee's death. A beneficiary, legal guardian, legal representative or other person claiming any rights under the Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable to the Grantee, except to the extent the Plan and such Award Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Administrator. If no beneficiary has been designated or survives the Grantee, payment shall be made to the Grantee's estate. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Grantee at any time, provided the change or revocation is filed with the Administrator.
Performance Goals
14.4 In order to preserve the deductibility of an Award under Section 162(m) of the Code, the Administrator may determine that any Award granted pursuant to this Plan to a Grantee that is or is expected to become a Covered Employee shall be determined solely on the basis of (a) the achievement by the Company or Subsidiary of a specified target return, or target growth in return, on equity or assets, (b) the Company's stock price, (c) the Company's total shareholder return (stock price appreciation plus reinvested dividends) relative to a defined comparison group or target over a specific performance period, (d) the achievement by the Company or a Parent or Subsidiary, or a business unit of any such entity, of a specified target, or target growth in, net income, earnings per share, earnings before income and taxes, and earnings before income, taxes, depreciation and amortization, or (e) any combination of the goals set forth in (a) through (d) above. If an Award is made on such basis, the Administrator shall establish goals prior to the beginning of the period for which such performance goal relates (or such later date as may be permitted under Section 162(m) of the Code or the regulations thereunder but not later than 90 days after commencement of the period of services to which the performance goal relates), and the Administrator has the right for any reason to reduce (but not increase) the Award, notwithstanding the achievement of a specified goal. Any payment of an Award granted with performance goals shall be conditioned on the written certification of the Administrator in each case that the performance goals and any other material conditions were satisfied.
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In addition, to the extent that Section 409A is applicable, (i) performance-based compensation shall also be contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least 12 consecutive months in which the Eligible Participant performs services and (ii) performance goals shall be established not later than 90 calendar days after the beginning of any performance period to which the performance goal relates, provided that the outcome is substantially uncertain at the time the criteria are established.
Acceleration and Lapse of Restrictions
14.5 The Administrator may, in its sole discretion (but subject to the limitations of and compliance with Section 409A of the Code and Section 14.7 in connection therewith), in the event of death or Disability, accelerate the time within which outstanding Awards may be exercised, provided that no outstanding unvested Awards shall vest prior to death or Disability.
The Administrator may, in its sole discretion (but subject to the limitations of and compliance with Section 409A of the Code and Section 14.7 in connection therewith), at any time (prior to, coincident with or subsequent to death or Disability) determine that all or a part of the restrictions on all or a portion of the outstanding Awards shall lapse, as of such date as the Administrator may, in its sole discretion, declare.
The Administrator may discriminate among Grantees and among Awards granted to a Grantee in exercising its discretion pursuant to this Section 14.5.
Compliance with Section 162(m) of the Code
14.6 Notwithstanding any provision of this Plan to the contrary, if the Administrator determines that compliance with Section 162(m) of the Code is required or desired, all Awards granted under this Plan to Named Executive Officers shall comply with the requirements of Section 162(m) of the Code. In addition, in the event that changes are made to Section 162(m) of the Code to permit greater flexibility with respect to any Award or Awards under this Plan, the Administrator may make any adjustments it deems appropriate.
Compliance with Section 409A of the Code
14.7 Notwithstanding any provision of this Plan to the contrary, if any provision of this Plan or an Award Agreement contravenes any regulations or Treasury guidance promulgated under Section 409A of the Code or could cause an Award to be subject to the interest and penalties under Section 409A of the Code, such provision of this Plan or any Award Agreement shall be modified to maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the provisions of Section 409A of the Code. In addition, in the event that changes are made to Section 409A of the Code to permit greater flexibility with respect to any Award under this Plan, the Administrator may make any adjustments it deems appropriate.
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Section 280G of the Code
14.8 Notwithstanding any other provision of this Plan to the contrary, unless expressly provided otherwise in the Award Agreement, if the right to receive or benefit from an Award under this Plan, either alone or together with payments that a Grantee has a right to receive from the Company, would constitute a "parachute payment" (as defined in Section 280G of the Code), all such payments shall be reduced to the largest amount that shall result in no portion being subject to the excise tax imposed by Section 4999 of the Code.
Dividends
14.9 Unless the Administrator in its sole and absolute discretion otherwise provides in an Award Agreement, holders of vested Awards shall have the right to receive any dividends declared or paid with respect to such Awards. Holders of Awards which have not yet vested are not entitled to receive dividends, however, dividends may be accrued and paid upon the vesting of such Awards. The Administrator may provide that any dividends paid on Awards must be reinvested in shares of Stock, which may or may not be subject to the same vesting conditions and restrictions applicable to such Awards. All distributions, if any, received by a Grantee with respect to Awards as a result of any stock split, stock dividend, combination of shares, or other similar transaction shall be subject to the restrictions applicable to the original Award.
Exercise of Award Following Termination of Continuous Service
14.10 An Award may not be exercised after the termination date of such Award set forth in the Award Agreement and may be exercised following the termination of a Grantee's Continuous Service only to the extent provided in the Award Agreement. Where the Award Agreement permits a Grantee to exercise an Award following the termination of the Grantee's Continuous Service for a specified period, the Award shall terminate to the extent not exercised on the last day of the specified period or the last day of the original term of the Award, whichever occurs first.
Cancellation of Awards
14.11 In the event a Grantee's Continuous Services has been terminated for "Cause", he or she shall immediately forfeit all rights to any and all Awards outstanding. The determination that termination was for Cause shall be final and conclusive. In making its determination, the Board shall give the Grantee an opportunity to appear and be heard at a hearing before the full Board and present evidence on the Grantee's behalf. Should any provision to this Section 14.11. be held to be invalid or illegal, such illegality shall not invalidate the whole of this Section 14, but, rather, this Plan shall be construed as if it did not contain the illegal part or narrowed to permit its enforcement, and the rights and obligations of the parties shall be construed and enforced accordingly.
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15. ADDITIONAL TERMS FOR SO LONG AS THE SHARES ARE LISTED ON A STOCK EXCHANGE
15.1 For so long as the Shares are listed on a stock exchange, and to the extent required by the rules of such stock exchange, the following terms and conditions shall apply to an Award in addition to those contained herein, as applicable:
(a) the exercise price of an Award must not be lower than 100% of the Fair Market Value (without discount) of the Shares on the stock exchange at the time the Award is granted;
(b) the number of securities issuable to Insiders, at any time, under all of the Company's security based compensation arrangements (whether entered into prior to or subsequent to such listing), cannot exceed 10% of the Company's total issued and outstanding Common Stock, unless the Company obtains Disinterested Shareholder Approval; and
(c) the number of securities issued to Insiders, within any one year period, under all of the Company's security based compensation arrangements (whether entered into prior to or subsequent to such listing), cannot exceed 10% of the issued and outstanding Common Stock, unless the Company obtains Disinterested Shareholder Approval.
16. PAYMENT FOR SHARE PURCHASES
Payment
16.1 Payment for Shares purchased pursuant to this Plan may be made:
(a) Cash. By cash, cashier's check or wire transfer or, at the discretion of the Administrator expressly for the Grantee and where permitted by law as follows:
(b) Surrender of Shares. If provided for in the Award Agreement, by surrender of shares of Common Stock of the Company that have been owned by the Grantee for more than six months, or lesser period if the surrender of shares is otherwise exempt from Section 16 of the Exchange Act, (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares);
(c) Deemed Net-Stock Exercise. If provided for in the Award Agreement, by forfeiture of Shares equal to the value of the exercise price pursuant to a "deemed net-stock exercise" by requiring the Grantee to accept that number of Shares determined in accordance with the following formula, rounded down to the nearest whole integer:
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where:
a = net Shares to be issued to Grantee;
b = number of Awards being exercised;
c = Fair Market Value of a Share; and
d = Exercise price of the Awards; or
(d) Broker-Assisted. By delivering a properly executed exercise notice to the Company together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the exercise price and the amount of any required tax or other withholding obligations.
Combination of Methods
16.2 By any combination of the foregoing methods of payment or any other consideration or method of payment as shall be permitted by applicable corporate law.
17. WITHHOLDING TAXES
Withholding Generally
17.1 Whenever Shares are to be issued in satisfaction of Awards granted under this Plan or Shares are forfeited pursuant to a deemed net-stock exercise, the Company may require the Grantee to remit to the Company an amount sufficient to satisfy the foreign, federal, state, provincial, or local income and employment tax withholding obligations, including, without limitation, on exercise of an Award. When, under applicable tax laws, a Grantee incurs tax liability in connection with the exercise or vesting of any Award, the disposition by a Grantee or other person of an Award or an Option prior to satisfaction of the holding period requirements of Section 422 of the Code, or upon the exercise of a Non-Qualified Stock Option, the Company shall have the right to require such Grantee or such other person to pay by cash, or check payable to the Company, the amount of any such withholding with respect to such transactions. Any such payment must be made promptly when the amount of such obligation becomes determinable.
Stock for Withholding
17.2 To the extent permissible under applicable tax, securities and other laws, the Administrator may, in its sole discretion and upon such terms and conditions as it may deem appropriate, permit a Grantee to satisfy his or her obligation to pay any withholding tax, in whole or in part, with Shares up to an amount not greater than the Company's minimum statutory withholding rate for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income. The Administrator may exercise its discretion, by (i) directing the Company to apply Shares to which the Grantee is entitled as a result of the exercise of an Award, or (ii) delivering to the Company Shares that have been owned by the Grantee for more than six months, unless the delivery of Shares is otherwise exempt from Section 16 of the Exchange Act. A Grantee who has made an election pursuant to this Section 17.2 may satisfy his or her withholding obligation only with Shares that are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements. The Shares so applied or delivered for the withholding obligation shall be valued at their Fair Market Value as of the date of measurement of the amount of income subject to withholding.
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18. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
In General
18.1 Subject to any required action by the shareholders of the Company, the number of Shares covered by each outstanding Award, and the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan, the exercise or purchase price of each such outstanding Award, as well as any other terms that the Administrator determines require adjustment shall be proportionately adjusted for (i) any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Shares, or (ii) any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company; provided, however that conversion of any convertible securities of the Company shall not be deemed to have been effected without receipt of consideration. The Administrator shall make the appropriate adjustments to (i) the maximum number and/or class of securities issuable under this Plan; and (ii) the number and/or class of securities and the exercise price per Share in effect under each outstanding Award in order to prevent the dilution or enlargement of benefits thereunder; provided, however, that the number of Shares subject to any Award shall always be a whole number and the Administrator shall make such adjustments as are necessary to insure Awards of whole Shares. Such adjustment shall be made by the Administrator and its determination shall be final, binding and conclusive.
Company's Right to Effect Changes in Capitalization
18.2 The existence of outstanding Awards shall not affect the Company's right to effect adjustments, recapitalizations, reorganizations or other changes in its or any other corporation's capital structure or business, any merger or consolidation, any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Shares, the dissolution or liquidation of the Company's or any other corporation's assets or business or any other corporate act whether similar to the events described above or otherwise.
19. CORPORATE TRANSACTIONS/CHANGES IN CONTROL/RELATED ENTITY DISPOSITIONS
Company is Not the Survivor
19.1 Subject to Section 19.3 and except as may otherwise be provided in an Award Agreement, the Administrator shall have the authority, in its absolute discretion, exercisable either in advance of any actual or anticipated Corporate Transaction, Change of Control or Related Entity Disposition in which the Company is not the surviving corporation, or at the time of an actual Corporate Transaction, Change of Control or Related Entity Disposition in which the Company is not the surviving corporation (a) to cancel each outstanding in-the-money and vested Award upon payment in cash to the Grantee of the amount by which any cash and the Fair Market Value of any other property which the Grantee would have received as consideration for the Shares covered by the Award if the Award had been exercised before such Corporate Transaction, Change of Control or Related Entity Disposition exceeds the exercise price of the Award, or (b) to negotiate to have such Award assumed by the surviving corporation. The determination as to whether the Company is the surviving corporation is at the sole and absolute discretion of the Administrator.
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The Administrator shall also have the authority to condition any such Award's vesting and exercisability or release from such limitations upon the subsequent termination of the Continuous Service of the Grantee within a specified period following the effective date of the Corporate Transaction, Change of Control or Related Entity Disposition.
Effective upon the consummation of a Corporate Transaction, Change of Control or Related Entity Disposition governed by this Section 19.1, all outstanding Awards under this Plan not exercised by the Grantee or assumed by the successor corporation shall terminate.
Company is the Survivor
19.2 In the event of a Corporate Transaction, Change of Control or Related Entity Disposition in which the Company is the surviving corporation, the Administrator shall determine the appropriate adjustment of the number and kind of securities with respect to which outstanding Awards may be exercised, and the exercise price at which outstanding Awards may be exercised. The Administrator shall determine, in its sole and absolute discretion, when the Company shall be deemed to survive for purposes of this Plan. Subject to any contrary language in an Award Agreement evidencing an Award, any restrictions applicable to such Award shall apply as well to any replacement shares received by the Grantee as a result.
Change of Control
19.3 If there is a Change of Control, the Administrator may, without the consent or approval of any Eligible Participant, affect one or more of the following alternatives only, which may vary among individual Eligible Participants and which may vary among Awards held by any individual Eligible Participant: (i) provide for the substitution of a new Award or other arrangement (which, if applicable, may be exercisable for such property or stock as the Administrator determines) for an Award or the assumption of the Award, regardless of whether in a transaction to which Section 424(a) of the Code applies; (ii) subject to the restrictions contained in the paragraph immediately below, provide for acceleration of the vesting and exercisability of, or lapse of restrictions, in whole or in part, with respect to, the Award and, if the transaction is a cash merger, provide for the termination of any portion of the Award that remains unexercised at the time of such transaction; or (iii) subject to the restrictions contained in the paragraph immediately below, cancel any such Awards and to deliver to the Eligible Participants cash in an amount that the Administrator shall determine in its sole discretion is equal to the fair market value of such Awards on the date of such event, which in the case of Options or SARs shall be the excess of the Fair Market Value of Shares on such date over the exercise price of such Award.
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For the purposes of the alternatives set forth in paragraphs (i) and (ii) above only, and unless otherwise provided in the applicable Award Agreement, in the event of a Change of Control in which the successor company assumes or substitutes for an Award (or in which the Company is the ultimate parent corporation and continues the Award) and (i) the Grantee's employment with such successor company (or the Company) or a subsidiary thereof is terminated without Cause and (ii) that termination occurs within 12 months after such Change of Control (or such other period set forth in the Award Agreement), then:
(a) Awards outstanding as of the date of such Change of Control (or termination of Continuous Services, if later) will immediately vest upon the Change of Control (or termination of Continuing Services, if later), become fully exercisable, and may thereafter be exercised for two years (or the period of time set forth in the Award Agreement), or, if sooner, the expiration of the term of the Award; and
(b) the restrictions, limitations and other conditions applicable to Awards outstanding as of the Change of Control (or termination of Continuous Services, if later) shall lapse and the Awards shall become free of all restrictions, limitations and conditions and become fully vested.
For the purposes of this Section, Awards shall be considered assumed or substituted for if following the Change of Control the Award confers the right to purchase or receive, for each Share subject to the Award, the consideration (whether stock, cash or other securities or property) received in the transaction constituting a Change of Control by holders of Shares for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the transaction constituting a Change of Control is not solely common stock of the successor company, the Administrator may, with the consent of the successor company, provide that the consideration to be received upon the exercise or vesting of an Award, for each Share subject thereto, will be solely common stock of the successor company substantially equal in fair market value to the per Share consideration received by holders of Shares in the transaction constituting a Change of Control. The determination of such substantial equality of value of consideration shall be made by the Administrator in its sole discretion and its determination shall be conclusive and binding.
Unless otherwise provided in the applicable Award Agreement, in the event of a Change of Control, to the extent the successor company does not assume or substitute for an Award (or in which the Company is the ultimate parent corporation and does not continue the Award), then as of the Change of Control:
(i) those Awards outstanding as of the date of the Change of Control that are not assumed or substituted for (or continued) shall immediately vest and become fully exercisable;
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(ii) restrictions, limitations and other conditions applicable to Awards that are not assumed or substituted for (or continued) shall lapse and the Awards shall become free of all restrictions, limitations and conditions and become fully vested and transferable to the full extent of the original grant; and
(iii) any Award subject to performance criteria shall be prorated based on the performance from the Award Date to the date of the Change of Control. The proration shall be based upon the method set forth in the Award Agreements evidencing the applicable Awards, or if no method is specified, based upon the total number of days during the performance period prior to the Change of Control in relation to the total number of days during the performance period.
20. PRIVILEGES OF STOCK OWNERSHIP
No Grantee shall have any of the rights of a stockholder with respect to any Shares until the Shares are issued to the Grantee. After Shares are issued to the Grantee, the Grantee shall be a stockholder and have all the rights of a stockholder with respect to such Shares, including the right to vote and receive all dividends or other distributions made or paid with respect to such Shares; provided, that if such Shares are Restricted Stock, then any new, additional or different securities the Grantee may become entitled to receive with respect to such Shares by virtue of a stock dividend, stock split or any other change in the corporate or capital structure of the Company shall be subject to the same restrictions as the Restricted Stock. The Company shall issue (or cause to be issued) such stock certificate promptly upon exercise of the Award.
21. RESTRICTION ON AND VESTING OF SHARES
Except as otherwise provided for in this Section 21, the Award Agreements with respect to Restricted Stock, unrestricted Shares, Restricted Stock Units, Deferred Stock Units or any right or benefit under this Plan, other than Options or SARs, shall provide that the Grantee may not dispose of any such Awards (or the underlying Shares) for a minimum restriction period of one year from the date of grant; provided, however, that the Administrator may provide for earlier termination of such restriction period in its discretion. Notwithstanding the foregoing, up to 5% of the Maximum Number of Shares available for allotment and issuance, transfer or delivery as either unrestricted Shares or Deferred Stock Units under the Plan (the "Excepted Shares") shall not be subject to the minimum one-year restriction period described in the preceding sentence, it being understood that the Administrator may, in its discretion, and at the time an Award is granted, designate any Shares that are subject to such Award as Excepted Shares; provided that, in no event shall the Administrator designate any such Shares as Excepted Shares after the time such Award is granted.
For avoidance of doubt, the foregoing restrictions do not apply to the Administrator's discretion to provide for accelerated exercisability or vesting of any Award in case of death or Disability. The treatment of Awards in connection with a Change of Control shall be governed solely in accordance with Section 19 hereof.
In addition, at the discretion of the Administrator, the Company may reserve to itself and/or its assignee(s) in the Award Agreement that the Shares are subject to a right of first refusal or a right to repurchase by the Company at the Shares' Fair Market Value at the time of sale. The terms and conditions of any such rights or other restrictions shall be set forth in the Award Agreement evidencing the Award.
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22. CERTIFICATES
All certificates for Shares or other securities delivered under this Plan shall be subject to such stock transfer orders, legends and other restrictions as the Administrator may deem necessary or advisable, including restrictions under any applicable federal, state or foreign securities law, or any rules, regulations and other requirements of the SEC or any stock exchange or automated quotation system upon which the Shares may be listed or quoted.
23. ESCROW; PLEDGE OF SHARES
To enforce any restrictions on a Grantee's Shares, the Administrator may require the Grantee to deposit all certificates representing Shares, together with stock powers or other instruments of transfer approved by the Administrator, appropriately endorsed in blank, with the Company or an agent designated by the Company to hold in escrow until such restrictions have lapsed or terminated, and the Administrator may cause a legend or legends referencing such restrictions to be placed on the certificates.
24. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE
Compliance With Applicable Law
24.1 An Award shall not be effective unless such Award is in compliance with all applicable federal and state securities laws, rules and regulations of any governmental body, and the requirements of any stock exchange or automated quotation system upon which the Shares may then be listed or quoted, as they are in effect on the Grant Date and also on the date of exercise or other issuance. Notwithstanding any other provision in this Plan, the Company shall have no obligation to issue or deliver certificates for Shares under this Plan prior to (i) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and/or (ii) completion of any registration or other qualification of such Shares under any state or federal laws or rulings of any governmental body that the Company determines to be necessary or advisable. The Company shall be under no obligation to register the Shares with the SEC or to effect compliance with the registration, qualification or listing requirements of any state securities laws, stock exchange or automated quotation system, and the Company shall have no liability for any inability or failure to do so. Evidences of ownership of Shares acquired pursuant to an Award shall bear any legend required by, or useful for purposes of compliance with, applicable securities laws, this Plan or the Award Agreement.
During any time when the Company has a class of equity security registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards pursuant to this Plan and the exercise of Awards granted hereunder shall qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of this Plan or action by the Board or the Administrator does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed advisable by the Board or the Administrator, and shall not affect the validity of this Plan. In the event that Rule 16b-3 is revised or replaced, the Administrator may exercise its discretion to modify this Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement.
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Investment Representation
24.2 As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any Applicable Laws.
25. NO OBLIGATION TO EMPLOY
Nothing in this Plan or any Award granted under this Plan shall confer or be deemed to confer on any Grantee any right to continue in the employ of, or to continue any other relationship with, the Company or to limit in any way the right of the Company to terminate such Grantee's employment or other relationship at any time, with or without Cause.
26. EFFECTIVE DATE AND TERM OF PLAN
This Plan shall become effective upon the earlier to occur of its adoption by the Board or its approval by the shareholders of the Company. It shall continue in effect for a term of ten years unless sooner terminated.
27. SHAREHOLDER APPROVAL
This Plan shall be subject to approval by the shareholders of the Company within 12 months from the date the Plan is adopted by the Company's Board for any and all intended Incentive Stock Options granted hereunder. Such shareholder approval shall be obtained in the degree and manner required under Applicable Laws. The Administrator may grant Awards under this Plan prior to approval by the shareholders, however, until such approval is obtained, all Option Awards granted under this Plan shall be deemed Non-Qualified Stock Options. In the event that shareholder approval is not obtained within the 12 month period provided above, all Incentive Stock Option Awards previously granted under this Plan shall be deemed Non-Qualified Stock Options.
28. AMENDMENT, SUSPENSION OR TERMINATION OF THIS PLAN OR AWARDS
The Board may amend, suspend or terminate this Plan at any time and for any reason. To the extent necessary to comply with Applicable Laws, the Company shall obtain shareholder approval of any Plan amendment in such a manner and to such a degree as required. Shareholder approval shall be required for the following types of amendments to this Plan: (i) any change to those persons who are entitled to become participants under the Plan which would have the potential of broadening or increasing Insider participation; or (ii) the addition of any form of financial assistance or amendment to a financial assistance provision which is more favourable to Grantees.
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Further, the Board may, in its discretion, determine that any amendment should be effective only if approved by the shareholders even if such approval is not expressly required by this Plan or by law. No Award may be granted during any suspension of this Plan or after termination of this Plan.
Any amendment, suspension or termination of this Plan shall not affect Awards already granted, and such Awards shall remain in full force and effect as if this Plan had not been amended, suspended or terminated, unless mutually agreed otherwise between the Grantee and the Administrator, which agreement must be in writing and signed by the Grantee and the Company. At any time and from time to time, the Administrator may amend, modify, or terminate any outstanding Award or Award Agreement without approval of the Grantee; provided, however, that subject to the applicable Award Agreement, no such amendment, modification or termination shall, without the Grantee's consent, reduce or diminish the value of such Award determined as if the Award had been exercised, vested, cashed in or otherwise settled on the date of such amendment or termination.
Notwithstanding any provision herein to the contrary, the Administrator shall have broad authority to amend this Plan or any outstanding Award under this Plan without approval of the Grantee to the extent necessary or desirable: (i) to comply with, or take into account changes in, applicable tax laws, securities laws, accounting rules and other applicable laws, rules and regulations; or (ii) to ensure that an Award is not subject to interest and penalties under Section 409A of the Code or the excise tax imposed by Section 4999 of the Code.
Further, notwithstanding any provision herein to the contrary, and subject to Applicable Law, the Administrator may, in its absolute discretion, amend or modify this Plan: (i) to make amendments which are of a "housekeeping" or clerical nature; (ii) to change the termination provision of an Award granted hereunder, as applicable, which does not entail an extension beyond the original expiry date or the acceleration of such Award; and (iii) the addition of a cashless exercise feature, payable in cash or securities, which provides for a full deduction of the number of underlying securities from the Maximum Number.
29. RESERVATION OF SHARES
The Company, during the term of this Plan, shall at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of this Plan.
The Shares to be issued hereunder upon exercise of an Award may be either authorized but unissued; supplied to the Plan through acquisitions of Shares on the open market; or Shares forfeited back to the Plan.
The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.
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30. BUYOUT OF AWARDS
Subject to Section 4.2 hereof, the Administrator may at any time buy from a Grantee an Award previously granted with payment in cash, Shares (including Restricted Stock) or other consideration, based on such terms and conditions as the Administrator and the Grantee may agree.
31. APPLICABLE TRADING POLICY
The Administrator and each Eligible Participant will ensure that all actions taken and decisions made by the Administrator or an Eligible Participant, as the case may be, pursuant to this Plan comply with any Applicable Laws and policies of the Company relating to insider trading or "blackout" periods.
32. GOVERNING LAW
The Plan shall be governed by the laws of the State of Nevada; provided, however, that any Award Agreement may provide by its terms that it shall be governed by the laws of any other jurisdiction as may be deemed appropriate by the parties thereto.
33. MISCELLANEOUS
Except as specifically provided in a retirement or other benefit plan of the Company or a Related Entity, Awards shall not be deemed compensation for purposes of computing benefits or contributions under any retirement plan of the Company or a Related Entity, and shall not affect any benefits under any other benefit plan of any kind or any benefit plan subsequently instituted under which the availability or amount of benefits is related to level of compensation. The Plan is not a "Retirement Plan" or "Welfare Plan" under the Employee Retirement Income Security Act of 1974, as amended.
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SUBPART A
STOCK AND DEFERRED STOCK UNITS FOR ELIGIBLE DIRECTORS
A. Stock Award. The Administrator shall pay Eligible Remuneration to each Director pursuant to an Award Agreement.
B. Election. Further, the Administrator may, in its sole discretion, permit each Eligible Director to receive all or any portion of his Eligible Remuneration during the Remuneration Period in the form of Deferred Stock Units under this Plan (an "Election"). All deferrals pursuant to such an Election shall be evidenced by an Award Agreement.
For purposes of this Subpart A, the following definitions shall apply:
"Annual Retainer" for a particular Director means the retainer (including any additional amounts payable for serving as lead Director or on any committee of the Board), payable to that Director for serving as a Director for the relevant Remuneration Period, as determined by the Board;
"Attendance Fee" means amounts payable annually to a Director as a Board meeting attendance fee or a committee meeting attendance fee, or any portion thereof;
"Canadian Director" means a Director who is a resident of Canada for the purposes of the Canadian Tax Act, and whose income from employment by the Company or Related Entity is subject to Canadian income tax, notwithstanding any provision of the Canada-United States Income Tax Convention (1980), as amended;
"Canadian Tax Act" and "Canadian Tax Regulations" means respectively the Income Tax Act (Canada), as amended and the Income Tax Regulation promulgated thereunder, as amended;
"Deferred Stock Unit" means a right granted by the Company to an Eligible Director to receive, on a deferred payment basis, Shares under this Plan;
"Eligible Director" is any Director of this Company or Related Entity that the Administrator determines is eligible to elect to receive Deferred Stock Units under this Plan;
"Eligible Remuneration" means all amounts payable to an Eligible Director in Shares, including all or part of amounts payable in satisfaction of the Annual Retainer, Attendance Fees or any other fees relating to service on the Board which are payable to an Eligible Director or in satisfaction of rights or property surrendered by an Eligible Director to the Company; it being understood that the amount of Eligible Remuneration payable to any Eligible Director may be calculated by the Administrator in a different manner than Eligible Remuneration payable to another Eligible Director in its sole and absolute discretion;
"Prescribed Plan or Arrangement" means a prescribed plan or arrangement as defined in s.6801(d) of the Canadian Tax Regulation;
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"Remuneration Period" means, as applicable, (a) the period commencing on the Effective Date of this Plan and ending on the last day of the calendar year in which the Effective Date occurs; and (b) thereafter each subsequent calendar year, or where the context requires, any portion of such period; and
"Salary Deferral Arrangement" means a salary deferral arrangement as defined in the Canadian Tax Act.
1. Election. An Eligible Director who desires to defer receipt of all or a portion of his or her Eligible Remuneration in any calendar year shall make such election in writing to the Company specifying:
(a) the dollar amount or percentage of Eligible Remuneration to be deferred; and
(b) the deferral period.
Otherwise, such election must be made before the first day of the calendar year in which the Eligible Remuneration shall be payable, however a newly appointed Eligible Director shall be eligible to defer payment of future Eligible Remuneration by providing written election to the Company within 30 calendar days of his or her appointment to the Board of Directors. The elections made pursuant to this Section shall be irrevocable with respect to Eligible Remuneration to which such elections pertain and shall also apply to subsequent Eligible Remuneration payable in future calendar years unless such Eligible Director notifies the Company in writing, before the first day of the applicable calendar year, that he or she desires to change such election.
If the Eligible Director does not timely deliver an election in respect of a particular Remuneration Period, the Eligible Director will receive the Eligible Remuneration as provided for in the Award Agreement.
2. Determination of Deferred Stock Units. The Company will maintain a separate account for each Eligible Director to which it will quarterly credit at the end of March, June, September and December, or as otherwise determined by the Administrator, the Deferred Stock Units granted to the Eligible Director for the relevant Remuneration Period. The number of Deferred Stock Units (including fractional Deferred Stock Units, computed to three digits) to be credited to an account for an Eligible Director will be determined on the date approved by the Administrator by dividing the appropriate amount of Eligible Remuneration to be deferred into Deferred Stock Units by the Fair Market Value on that date.
3. No Voting Rights. The holders of Deferred Stock Units shall have no rights as stockholders of the Company.
4. Dividends and Dividend Equivalency. The Company will, on any date on which a cash or stock dividend is paid on its outstanding Shares, credit to each Eligible Director's account that number of additional Deferred Stock Units (including fractional Deferred Stock Units, computed to three digits) calculated by (i) multiplying the amount of the dividend per Share by the number of Deferred Stock Units in the account as of the record date for payment of the dividend, and (ii) dividing the amount obtained by the Fair Market Value on the date on which the dividend is paid. (See Section 13 of the Plan, Dividend Equivalent Right). Holders of Deferred Stock Units which have not yet vested are not entitled to receive dividends, however, dividends may be accrued and paid upon the vesting of such Deferred Stock Units.
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5. Eligible Director's Account. A written confirmation of the balance in each Eligible Directors' Account will be sent by the Company to the Eligible Director upon request of the Eligible Director.
6. Creditor's Rights. A holder of Deferred Stock Units shall have no rights other than those of a general creditor of the Company. Deferred Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and condition of the applicable Award Agreement.
7. Settlement of Deferred Stock Units. Subject to Section 8, each Deferred Stock Unit shall be paid and settled by the issuance of Restricted or unrestricted Shares in accordance with the Award Agreement and if such settlement is subject to Section 409A of the Code only upon any one or more of the following as provided for in the Award Agreement:
(a) a specific date or date determinable by a fixed schedule;
(b) upon the Eligible Director's termination of Continuous Services to the extent the same constitutes a separation from services for the purposes of Section 409A of the Code except that if an Eligible Director is a "key employee" as defined in Section 409A of the Code for such purposes, then payment or settlement shall occur 6 months following such separation of service;
(c) as a result of the Eligible Director's death or Disability; or
(d) in connection with or as a result of a Change of Control in compliance with 409A of the Code.
The Company will issue one Share for each whole Deferred Stock Unit credited to the Eligible Director's account (net of any applicable withholding tax as provided for in this Plan). Such payment shall be made by the Company as soon as reasonably possible following the settlement date. Fractional Shares shall not be issued, and where the Eligible Director would be entitled to receive a fractional Shares in respect of any fractional Deferred Stock Unit, the Company shall pay to such Eligible Director, in lieu of such fractional Shares, cash equal to the Fair Market Value of such fractional Shares calculated as of the day before such payment is made, net of any applicable withholding tax.
8. Canadian Directors. If a Deferred Stock Unit granted to an Eligible Director who is a Canadian Director would otherwise constitute a Salary Deferred Arrangement, the Award Agreement pertaining to that Deferred Stock Unit shall contain such other or additional terms as will cause the Deferred Stock Unit to be a Prescribed Plan or Arrangement.
9. Issuance of Stock Certificates. A stock certificate or certificates shall be registered and issued in the name of the holder of Deferred Stock Units and delivered to such holder as soon as practicable after such Deferred Stock Units have become payable or satisfied in accordance with the terms of the Plan.
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10. Non-Exclusivity. Nothing in this Subpart A shall prohibit the Administrator from making discretionary Awards to Eligible Directors pursuant to the other provisions of this Plan or outside this Plan, not otherwise inconsistent with these provisions.
11. Defined Terms. Capitalized terms used in this Subpart A and not defined herein have the meaning given in the Plan.
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CONEXEU SCIENCES INC.
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the "Agreement") is made and entered into as of October 15, 2025, (the "Effective Date"), by and between Conexeu Sciences Inc., a Reno, Nevada based company (the "Company"), and Claudia Chavez-Munoz (the "Executive"). The Company and the Executive are sometimes referred to individually as a "Party" and collectively as the "Parties."
WHEREAS, the Company is a biotechnology company engaged in the research, development, and early-stage clinical validation of biomaterials designed for wound care, medical, veterinary, and dental and aesthetic regenerative applications, including tissue regeneration and reconstruction, utilizing a patented collagen hydro-gel and IP platform that is designed to support the body's natural tissue regeneration process. Conexeu's patented collagen scaffold technology is an investigational bio-stimulatory platform currently being studied for a variety of applications ranging from soft-tissue enhancements to full tissue reconstruction, with the aim of advancing regenerative therapies. The Company at the time of this Agreement does not market, sell, or distribute any aesthetic or dermatologic products, however the Executive acknowledges the Company has the aspirations to do so in the future.
WHEREAS, the Company desires to employ Executive as its Chief Science Officer ("CSO") of the Company.
WHEREAS, Executive agrees to serve as the Company's CSO subject to the terms and conditions set forth below.
NOW THEREFORE in consideration of the foregoing recitals and the mutual promises, covenants and agreements set forth below, the Parties agree us follows:
1. Position and Duties
Executive shall serve as CSO of the Company and shall report directly to the Company's CEO and in some instances the Company's Board of Directors ("Board"). Executive will perform all duties consistent with the position of CSO and such other reasonable duties as may be assigned by the CEO or Board. Executive shall work remotely from her home in West Vancouver, with such travel as may be reasonably required in furtherance of her position and duties.
2. Term of Employment
This Agreement shall commence on the Effective Date and is At-Will Employment. The Company may terminate this Agreement at any time, with or without cause and with or without notice.
3. Compensation
3.1 Base Salary. Executive shall receive an annual base salary of not less than $240,000 ("Initial Base Salary") payable in accordance with the Company's standard payroll practices. Upon achievement of defined commercial and business milestones, the Board will consider step-ups to the base salary. Following an IPO and a secondary financing post IPO, the Board and Compensation Committee intend to recommend a compensation package that reflects the scope and importance of the role, informed by benchmarking and validation from an independent professional services firm.
3.2 Bonus. The CSO role will be eligible for milestone bonuses totaling up to 31.25% of Executive's base salary in effect from time to time. Thus, based on the proposed initial salary of $240,000, this would total up to $75,000, as detailed in "Exhibit A."
3.3 Equity Award(s). Executive shall be granted an initial equity award and milestone equity awards up to a maximum of 2.0% of the Company's common shares on an issued and outstanding basis at the time of each equity grant as outlined in "Exhibit B."
4. Benefits.
During Executive's employment, Executive shall be entitled to participate in all employee benefit plans and programs made available to other similarly situated senior executives of the Company.
5. Expense Reimbursement
The Company shall reimburse Executive for all reasonable and documented business expenses incurred in the performance of duties, in accordance with the then-current policies of the Company.
6. Non-Disclosure, Non-Solicit & Non-Compete Agreement
Executive agrees to enter into the Company's Non-Disclosure, Non-Solicit & Non-Compete Agreement, as outlined in "Exhibit C." Executive acknowledges all inventions, discoveries, and developments related to the Company's business made during employment shall be the exclusive property of the Company.
7. Other Activities During Employment.
You will only be eligible to serve on other boards subject to the prior written approval of the Company (public or private) providing these are not in competing services, products, or brands. In addition, the Company acknowledges and agrees that you will be able to continue for 2 hours, 2 days a week with your role at the University of British Colubmbia.
8. Termination of Employment.
(a) At-Will Employment. Either Party may terminate this Agreement at any time, with or without cause upon the delivery of written notice of termination. Upon termination of your employment for any reason, you shall resign from all positions and terminate any relationships as an employee, advisor, officer, or director with the Company. Upon the termination of your employment for any reason, the Company shall pay you all your accrued and unpaid wages earned through your last day of employment together with accrued but unused paid time off as of the effective date of termination (the "Accrued Obligations").
(b) Termination Without Cause or for Good Reason ("Involuntary Termination"). If you are subject to an involuntary termination without Cause or for Good Reason, and provided you remain in compliance with the terms of this Agreement, the Company shall provide you with the following benefits ("Severance") in addition to the Accrued Obligations: The Company shall pay you, as cash severance, an amount equal to 9 months of the Initial Base Salary (the "Severance"). The Severance will continue to be paid in accordance with the regularly scheduled payroll date for a period of 9 months from the day after your Separation from Service, provided the Separation Agreement has become effective.
(c) Termination for Cause; Resignation Without Good Reason; Death or Disability. If you resign without Good Reason, or the Company terminates your employment for Cause, or upon your death or disability, then (a) all payments of compensation by the Company to you terminate immediately (except amounts already earned), and (b) you will not be entitled to any Severance Benefits beyond payment of the Accrued Obligations.
(d) For purposes of this Agreement, "Cause" for Executive's termination shall mean the occurrence of one or more of the following events:
(i) Executive's willful misconduct or gross negligence in performance of his duties including Executive's refusal comply in any material respect with the reasonable and legal directives of the CEO or Board of Directors so long as such directives are not materially inconsistent with the Executive's position and duties and such alleged willful misconduct, gross negligence, or refusal to comply is not remedied or satisfactory progress made toward remedying such failure, as determined by Company in its sole discretion, within ten (10) working days after receiving written notice from the Board of Directors stating that failure to remedy such conduct shall result in termination for Cause. Any act, or failure to act, based on authority given by the CEO or Board of Directors or based upon the advice of legal counsel for the Company shall be conclusively presumed to be done, or omitted to be done in good faith and in the best interest of the Company and shall not be deemed to constitute "Cause."
(ii) Executive is convicted of or pleads guilty or no contest to a crime or based upon evidence in the reasonable, good faith business judgment of the CEO or Board of Directors, Executive has committed fraud, theft, or embezzlement against the Company or has engaged in dishonest actions in connection with his employment intended to result in material and substantial personal enrichment.
(iii) Executive's commission of an act which he knew or reasonably should have known would make him or the Company (including any of its parents, subsidiaries, or affiliates) subject to being enjoined, suspended, debarred, or otherwise disciplined for violation of federal or state laws, rules or regulations, including, a statutory disqualification.
(iv) Breach of any material term or condition of this Agreement and such breach is not remedied within ten (10) working days after written notice from the CEO or Board of Directors, which notice shall state that failure to remedy such conduct shall result in Termination for Cause.
(e) For purposes of this Agreement, "Good Reason" for Executive's termination will exist at any time after the happening of one or more of the following events:
(i) Company's diminution of Executive's total compensation, authority, duties, responsibilities, or reporting.
(ii) Reduction of Executive's base salary, bonus opportunity, or equity awards.
(iii) The Company's breach of any provision of this Agreement
(iv) A requirement that Executive be relocated more than 100 miles from his current work location.
9. Non-Competition and Non-Solicitation
Executive represents and warrants that he has disclosed all agreements with third parties pertaining to any post-employment restrictions. Executive understands that it is the Company's policy not to improperly obtain or use confidential, proprietary or trade secret information that belongs to third parties, and agrees not to use such third-party confidential, proprietary or trade secret information for the Company's benefit.
During employment and for 12 months following termination, Executive shall not directly or indirectly engage in or assist any business that competes with the Company's principal business (as outlined in "Exhibit C."). In addition, Executive shall not solicit employees, contractors, or customers of the Company as set forth in Exhibit C.
10. Indemnification
To the maximum extent allowed under applicable law, the Company agrees to defend, hold harmless and indemnify Executive from and against any and all losses, damages, claims, demands, suits, liabilities, and expenses, including reasonable attorney's fees and expensed associated therewith, which arise out of, in connection with, or result from any claim, action, or other proceeding that is based on Executives actions within the scope of his duties and responsibilities under the Agreement. The Company shall always maintain Directors & Officers (D&O) insurance coverage during Executive's employment.
11. Miscellaneous
This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements. Any amendments must be in writing and signed by both Parties.
Attorney's Fees. In the event any party is required to initiate arbitration or legal action to enforce this Agreement, the prevailing party shall be entitled to recover its full actual attorneys' fees and other reasonable expenses of litigation, unless otherwise required by law.
Binding Effect. This Agreement shall be for the benefit of and binding upon the parties hereto and their respective heirs, personal representatives, legal representatives, successors and assigns.
Severability. The invalidity of any one or more of the words, phrases, sentences, clauses, sections or subsections contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part thereof, all of which are inserted conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses, sections or subsections contained in this Agreement, or any part thereof shall be declared invalid. this Agreement shall be construed as if such invalid word or words, phrases, sentences, clauses, sections, or subsections had not been inserted. If such invalidity is caused by length of time the otherwise invalid provisions will be reduced to a period which would cure such invalidity.
Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning and interpretation of this Agreement.
Counterparts. This Agreement may be executed in counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement.
Section 409A of the Internal Revenue Code. Payments under this Agreement are intended to be exempt from Section 409A of the Internal Revenue Code and guidance under Section 409A concerning deferred compensation plans (collectively "Section 409A") and the Agreement will be construed accordingly. To the extent the payments could be subject to Section 409A, the Agreement shall be interpreted in a manner that complies with Section 409A. For example, the term "termination" shall be interpreted to mean a separation from service under Section 409A. Executive shall be solely responsible for all taxes and penalties should any payment be made pursuant to this Agreement be construed by the Internal Revenue Service or other agency as a payment of deferred compensation under any such plan. Conexeu Sciences Inc., and its affiliates, parent corporations and their employees shall not be responsible for such taxes and penalties.
12. Arbitration of All Disputes.
12.1 Agreement to Arbitrate. To ensure the timely and economical resolution of disputes that may arise between you and the Company, both you and the Company mutually agree that pursuant to the Federal Arbitration Act, 9 U.S.C. §1- 16, and to the fullest extent permitted by applicable law, you and the Company will submit solely to final, binding and confidential arbitration any and all disputes, claims, or causes of action arising from or relating to: (i) the negotiation, execution, interpretation, performance, breach or enforcement of this Agreement; or (ii) your employment with the Company (including but not limited to all statutory claims); or (iii) the termination of your employment with the Company (including but not limited to all statutory claims).
BY AGREEING TO THIS ARBITRATION PROCEDURE, BOTH YOU AND THE COMPANY WAIVE THE RIGHT TO RESOLVE ANY SUCH DISPUTES THROUGH A TRIAL BY JURY OR JUDGE OR THROUGH AN ADMINISTRATIVE PROCEEDING.
12.2 Arbitrator Authority. The arbitrator shall have the sole and exclusive authority to determine whether a dispute, claim or cause of action is subject to arbitration under this Section and to determine any procedural questions which grow out of such disputes, claims or causes of action and bear on their final disposition.
12.3 Individual Capacity Only. All claims, disputes, or causes of action under this Section, whether by you or the Company, must be brought solely in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences in this Section are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration.
12.4 Arbitration Process. Any arbitration proceeding under this Section shall be presided over by a single arbitrator and conducted by Judicial Arbitration and Mediation Services, Inc. ("JAMS") in Reno, Nevada, or as otherwise agreed to by you and the Company, under the then applicable JAMS rules for the resolution of employment disputes (available upon request and also currently available at http://www.jamsadr.com/rules-employment-arbitration/). You and the Company both have the right to be represented by legal counsel at any arbitration proceeding, at each party's own expense. The arbitrator shall: (i) have the authority to compel adequate discovery for the resolution of the dispute; (ii) issue a written arbitration decision, to include the arbitrator's essential findings and conclusions and a statement of the award; and (iii) be authorized to award any or all remedies that you or the Company would be entitled to seek in a court of law. The Company shall pay all JAMS arbitration fees in excess of the amount of court fees that would be required of you if the dispute were decided in a court of law.
12.5 Excluded Claims. This Section shall not apply to any action or claim that cannot be subject to mandatory arbitration as a matter of law, to the extent such claims are not permitted by applicable law to be submitted to mandatory arbitration and such applicable law is not preempted by the Federal Arbitration Act or otherwise invalid (collectively, the "Excluded Claims"). In the event you intend to bring multiple claims, including one of the Excluded Claims listed above, the Excluded Claims may be filed with a court, while any other claims will remain subject to mandatory arbitration.
12.6 Injunctive Relief and Final Orders. Nothing in this Section is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any final award in any arbitration proceeding hereunder may be entered as a judgment in the federal and state courts of any competent jurisdiction and enforced accordingly.
13. General Provisions
This Agreement, together with the Nondisclosure, Non-Solicit and Non-Compete Agreement, constitutes the entire agreement between you and the Company with regard to this subject matter and is the complete, final, and exclusive embodiment of the parties' agreement with regard to this subject matter. This Agreement is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations. Modifications or amendments to this Agreement, other than those changes expressly reserved to the Company's discretion in this letter, must be made in a written agreement signed by you and the Company's Chair of the Board. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction to the extent possible in keeping with the intent of the parties. Any waiver of any breach of any provisions of this Agreement must be in writing to be effective, and it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement. This Agreement is intended to bind and inure to the benefit of and be enforceable by you and the Company, and their respective successors, assigns, heirs, executors, and administrators. The Company may freely assign this Agreement, without your prior written consent. You may not assign any of your duties hereunder and you may not assign any of your rights hereunder without the written consent of the Company. This Agreement shall become effective as of the Effective Date and shall terminate upon your termination of employment with the Company. The obligations as forth under Sections 6, 7, 8, 9, 10, 11, 12, 13 and will survive the termination of this Agreement. All questions concerning the construction, validity and interpretation of this Agreement will be governed by the laws of the State of Nevada.
WHEREAS, the parties have formed, executed, and delivered this Agreement as of the Effective Date first set forth above.
CONEXEU SCIENCES INC.
/s/ Jeff Sharpe
Jeff Sharpe
Chair of the Board of Directors
Accepted and agreed:
/s/ Claudia Chavez-Munoz
Claudia Chavez-Munoz
Date: October 23, 2025
Exhibit A
ANNUAL INCENTIVE / CASH BONUS MILESTONES1
(1) $37,500 upon the date of the completion of a financing of $20 million at a minimum of a $150 million pre money market capitalization. If the financing completed is a minimum of $15 million at a minimum of $150 million pre money market capitalization, then then two-thirds of the $37,500 will be earned and paid out ($24,750).
(3) $37,500 upon the date of FDA clearance of the 510(k) bovine collagen 'wound care' product.
| Note: (1) The two cash bonus milestones (annual incentive/short term Incentive (STI)) are provided based upon current expected timelines and strategy. If for any reason circumstances change out of the control of the employee regarding a further capital raise or an alternative regulatory strategy, the intent would be to modify these milestones in good faith and/or replace as deemed appropriate by the Compensation Committee and Conexeu board. |
Exhibit B
EQUITY AWARDS
Initial Grant1:
- 0.5% in common shares of the Company on an issued and outstanding basis at the time of the Effective Date of this Agreement, to be immediately vested upon the Effective Date.
Milestone-Based Equity2
- 1.5% in common shares of the Company on an issued and outstanding basis split across 2 milestones:
- Milestone #1: 0.75% for an equity financing of at least $20 million at a pre money market capitalization of a minimum of $150 million. If only $15 million at a minimum pre money valuation of $150 million is completed, then two-thirds of the 0.75% or 0.5% will be granted.
- The 0.75% or 0.5% whichever occurs, will vest in 3 equal tranches of 1/3 of 0.75% or 1/3 of 0.5% each year for 3 years from the date of the milestone being achieved.
- Milestone #2: 0.75% for FDA clearance of the 510(k) or PMA using the Company's Extra Cellular Matrix with human collagen for an aesthetics product or application.
- The 0.75% will vest immediately upon Milestone #2 being achieved.
- Milestone #1: 0.75% for an equity financing of at least $20 million at a pre money market capitalization of a minimum of $150 million. If only $15 million at a minimum pre money valuation of $150 million is completed, then two-thirds of the 0.75% or 0.5% will be granted.
Note: (1) Initial Grant: The CSO "Equity Grant" amounts to 0.5% of equity on an issued and outstanding basis and vests immediately upon the Effective Date.
Note (2) Milestone-Based Equity: The CSO "Milestone-Based Equity" amounts to up to 1.5% of equity on an issued and outstanding basis. For Milestone #1 a maximum of 0.75% of equity will be issued and will vest at 0.33% per year. For Milestone #2 a maximum of 0.75% of equity will be issued and will vest immediately upon achieving Milestone #2.
Note (3) Automatic full vesting upon non-public Change of Control (IPO excluded).
Exhibit C
NON-DISCLOSURE, NON-SOLICIT & NON-COMPETE AGREEMENT
This Non-Disclosure, Non-Solicit & Non-Compete Agreement (this "Agreement") is entered into as of October 15, 2025, by and between Conexeu Sciences. Inc., a Reno, Nevada Corporation (the "Company"), and Claudia Chavez-Munoz (the "Employee").
WHEREAS, the Company is a biotechnology company engaged in the research, development, and early-stage clinical validation of biomaterials designed for, including not limited to wound care, medical, veterinary, and dental and aesthetic regenerative applications, including tissue regeneration and reconstruction, utilizing a patented collagen hydro-gel and IP platform that is designed to support the body's natural tissue regeneration process. ("Business");
WHEREAS, the Company has invested substantial time, money and effort developing and maintaining goodwill, rapport and relationships with scientists, potential customers, vendors, and contractors ("Business Relationships") with whom the Company does business;
WHEREAS, the Company has invested significant time, money and effort developing and acquiring valuable information and documents related to its business that derive independent economic value from not being generally known or readily ascertainable including, but not limited to, client lists, referral source lists and records, vendor lists, accounts payable/receivable information, inventions, software, financial and banking information, contracts and contractual relationships, confidential and proprietary client data, and related proprietary information, all of which are confidential and proprietary to the Company and not generally known to the trade or industry;
WHEREAS, Employee desires to become employed with the Company in a special position of trust and confidence, learn and have access to the Company's confidential information and trade secrets, receive specialized software training from the Company, utilize its goodwill, rapport, and relationships with Company's Business Relationships, and be subject to the terms and covenants set forth herein.
NOW THEREFORE, in consideration of the foregoing recitals and the mutual promises contained in this Agreement, the Company and Employee agree as follows:
1. Confidential Information
Employee acknowledges that during employment, Employee will have access to and learn about confidential and proprietary information belonging to the Company, its affiliates, and partners ("Confidential Information"). Confidential Information includes, without limitation, trade secrets, research data, product formulations, protocols, business plans, investor lists, financial data, and technical information.
Employee agrees that during the term of the Agreement and continuing thereafter he will not directly or indirectly disclose to any individual, corporation, firm, or entity any of the Company's Confidential Information, nor use such Confidential Information in any manner except as required in the regular course of his/her employment with the Company. All notes, reports, plans, published memoranda, or other documents created, developed, generated or held by Employee during employment, concerning or related to the Company's business, and whether containing or relating to Confidential Information or not, and all tangible personal property of the Company entrusted to Employee or in Employee's direct or indirect possession or control, are the property of the Company, and will be promptly delivered to the Company and not thereafter used by Employee upon termination of Employee's employment for any reason whatsoever. Upon termination of Employee's employment with the Company, Employee further agrees to immediately return all (original and copies) of any trade secrets, confidential and proprietary information and training manuals of the Company which came into Employee's possession during his/her employment with the Company. Employee agrees to cooperate fully in promptly signing any such documents as may be necessary to transfer and perfect intellectual property rights to the Company in any documents or materials created by him/her during his/her employment with the Company that relate to the Company's Business.
2. Exclusions
Confidential Information does not include information that (a) becomes publicly known without breach of this Agreement, (b) was lawfully received from a third party without restriction, or (c) was independently developed by Employee without use of the Company's Confidential Information.
3. Ownership and Assignment of Inventions
Employee agrees that all inventions, discoveries, improvements, processes, designs, formulas, data, computer programs, and other works of authorship, whether patentable or not ("Inventions"), that Employee conceives or reduces to practice during the period of employment and that relate to the Company's current or anticipated business, shall be the sole and exclusive property of the Company.
Employee hereby assigns to the Company all rights, title, and interest in such Inventions and agrees to execute such further documents as the Company may reasonably request to confirm ownership and assist in obtaining protection for such Inventions.
4. Prior Inventions
Employee has attached hereto a list describing all inventions or improvements made prior to employment with the Company that belong to Employee and are not assigned to the Company ("Prior Inventions"). If no list is attached, Employee represents that there are no such Prior Inventions.
5. Return of Materials
Upon termination of employment, Employee shall immediately return all Company property, including equipment, notebooks, files, data, and any materials containing or embodying Confidential Information or Inventions.
6. Non-competition and non-solicitation.
Employee acknowledges and agrees that personal contacts and relationships are of great importance in procuring new business and retaining existing clients. Employee further acknowledges and agrees that the Company has devoted substantial time, money and effort developing and maintaining its contacts and relationships and establishing goodwill and rapport with customers and clients with whom it does business, as well as its employees and contractors. Therefore, Employee agrees as follows:
(a) During the term of his/her employment with the Company and for a period of twelve (12) months thereafter, Employee will not engage in, work for, be employed by, or perform services for a Competing Business. For purposes of this Agreement, "Competing Business" means the research, discovery, characterization, synthesis, formulation, development, manufacturing, improvement, commercialization, modification, or other exploitation of any biological or chemical entity, device, or method within the scope of the Company's current or anticipated business (regenerative collagen, injectable collagen gels and scaffolds) as described on the company's current website www.conexeu.com. Specifically:
- Wound Healing: Offerings in the research and development, manufacture, and commercialization of liquid, thermo-sensitive skin substitutes, and scaffolds for use in wound healing i.e., burns, tunnel wounds, diabetic foot ulcers and dehiscent wounds.
- Surgical reconstruction: Scaffolds, 3D personalized implants for regenerative tissue and bone repair.
- Medical Aesthetics: research and development regarding dermatological offerings associated with scaffolds, regeneration, skin healing, and aging.
The Restricted Territory means North America.
(b) During the term of his/her employment with the Company and for a period of one (1) year thereafter, Employee will not directly or indirectly contact, solicit or do business with any customers, vendors, or Referral Sources in the Restricted Area with whom the Employee had material contact while he/she worked at the Company for the purpose of providing services that are competitive with the Business of the Company. Employee further agrees not to utilize the contacts, goodwill, and rapport he/she established with any customers or referral sources to take away or divert business or income away from the Company to other persons or entities.
(c) During the term of his/her employment with the Company and for a period of one (1) year thereafter, Employee will not solicit, hire, employ, directly or indirectly solicit, induce, entice or attempt to hire, do business with or employ (for himself/herself or on behalf of any other individual or entity) in the Restricted Area any contractors, consultants, or persons employed by the Company with whom the Employee had material contact during the last twelve (12) months of Employee's employment .
7. Miscellaneous
This Agreement shall be binding upon and inure to the benefit of the Company, its successors, and assigns. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes any prior understandings.
[Remainder of page left intentionally blank]
IN WITNESS WHEREOF
The Parties have executed this Agreement as of the date first written above.
EMPLOYER:
CONEXEU SCIENCES INC.
(Signature)
/s/ Jeff Sharpe
Jeff Sharpe
Chairman of the Board of Directors
October 23, 2025
EMPLOYEE:
/s/ Claudia Chavez-Munoz
Claudia Chavez-Munoz
October 23, 2025
PRIOR INVENTIONS
1. Prior Inventions Disclosure.
- Inventions:
- Patent - "In-Vivo Bioreactor System Method for Tissue Engineering"
Galiano RD, Mustoe TA., Chavez-Munoz C.
Pub. No: US
2014/0024112A1
Dated: October 23, 2025
CONEXEU SCIENCES INC.
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the "Agreement") is made and entered into as of October 15, 2025, (the "Effective Date"), by and between Conexeu Sciences Inc., a Reno, Nevada based company (the "Company"), and Stephen Inouye (the "Executive"). The Company and the Executive are sometimes referred to individually as a "Party" and collectively as the "Parties."
WHEREAS, the Company is a biotechnology company engaged in the research, development, and early-stage clinical validation of biomaterials designed for wound care, medical, veterinary, and dental and aesthetic regenerative applications, including tissue regeneration and reconstruction, utilizing a patented collagen hydro-gel and IP platform that is designed to support the body's natural tissue regeneration process. Conexeu's patented collagen scaffold technology is an investigational bio-stimulatory platform currently being studied for a variety of applications ranging from soft-tissue enhancements to full tissue reconstruction, with the aim of advancing regenerative therapies. The Company at the time of this Agreement does not market, sell, or distribute any aesthetic or dermatologic products, however the Executive acknowledges the Company has the aspirations to do so in the future.
WHEREAS, the Company desires to employ Executive as its Chief Financial Officer ("CFO") and Corporate Secretary of the Company.
WHEREAS, Executive agrees to serve as the Company's CFO and Corporate Secretary subject to the terms and conditions set forth below.
NOW THEREFORE in consideration of the foregoing recitals and the mutual promises, covenants and agreements set forth below, the Parties agree us follows:
1. Position and Duties
Executive shall serve as CFO and Corporate Secretary of the Company and shall report directly to the Company's CEO and in some instances the Company's Board of Directors ("Board"). Executive will perform all duties consistent with the position of CFO and Corporate Secretary and such other reasonable duties as may be assigned by the CEO or Board. Executive shall work remotely from his home in Richmond, BC with such travel as may be reasonably required in furtherance of his position and duties.
2. Term of Employment
This Agreement shall commence on the Effective Date and is At-Will Employment. The Company may terminate this Agreement at any time, with or without cause and with or without notice.
3. Compensation
3.1 Base Salary. Executive agrees to an annual full-time Base Salary of not less than $216,000 ("Base Salary"), payable in accordance with the Company's standard payroll practices. The current commitment of the Executive, as at the Effective Date of This Agreement, is anticipated to be 50% of an annual full-time commitment and therefore, the Base Salary payable is not to be less than a prorated annual Base Salary of $108,000 ("Initial Base Salary"). The Parties agree that should the Executive's commitment increase during this Agreement, that the Initial Base Salary will be adjusted accordinglyon a pro rata basis, but in no event to be more than the Base Salary, unless mutually agreed upon by both Parties. Upon achievement of defined commercial and business milestones, the Board will consider step-ups to the base salary. Following an IPO and a secondary financing post IPO, the Board and Compensation Committee intend to recommend a compensation package that reflects the scope and importance of the role, informed by benchmarking and validation from an independent professional services firm.
3.2 Bonus. The CFO role will be eligible for milestone bonuses totaling up to 25% of Executive's base salary in effect from time to time, as detailed in "Exhibit A."
3.3 Equity Award(s). Executive shall be granted an initial equity award and milestone equity awards up to a maximum of 1.0% of the Company's common shares on an issued and outstanding basis at the time of each equity grant as outlined in "Exhibit B."
4. Benefits.
During Executive's employment, Executive shall be entitled to participate in all employee benefit plans and programs made available to other similarly situated senior executives of the Company.
5. Expense Reimbursement
The Company shall reimburse Executive for all reasonable and documented business expenses incurred in the performance of duties, in accordance with the then-current policies of the Company.
6. Non-Disclosure, Non-Solicit & Non-Compete Agreement
Executive agrees to enter into the Company's Non-Disclosure, Non-Solicit & Non-Compete Agreement, as outlined in "Exhibit C." Executive acknowledges all inventions, discoveries, and developments related to the Company's business made during employment shall be the exclusive property of the Company.
7. Other Activities During Employment.
You will only be eligible to serve on other boards subject to the prior written approval of the Company (public or private) providing these are not in competing services, products, or brands. In addition, the Company acknowledges and agrees that you will be able to continue your role with SDI Consulting throughout the Term of this Agreement.
8. Termination of Employment.
(a) At-Will Employment. Either Party may terminate this Agreement at any time, with or without cause upon the delivery of written notice of termination. Upon termination of your employment for any reason, you shall resign from all positions and terminate any relationships as an employee, advisor, officer, or director with the Company. Upon the termination of your employment for any reason, the Company shall pay you all your accrued and unpaid wages earned through your last day of employment together with accrued but unused paid time off as of the effective date of termination (the "Accrued Obligations").
(b) Termination Without Cause or for Good Reason ("Involuntary Termination"). If you are subject to an involuntary termination without Cause or for Good Reason, and provided you remain in compliance with the terms of this Agreement, the Company shall provide you with the following benefits ("Severance") in addition to the Accrued Obligations: The Company shall pay you, as cash severance, an amount equal to 9 months of the most current monthly base salary paid to the Executive prior to the date of termination, an amount not to exceed the monthly equivalent of the Base Salary as defined herein (the "Severance"). The Severance will continue to be paid in accordance with the regularly scheduled payroll date for a period of 9 months from the day after your Separation from Service, provided the Separation Agreement has become effective.
(c) Termination for Cause; Resignation Without Good Reason; Death or Disability. If you resign without Good Reason, or the Company terminates your employment for Cause, or upon your death or disability, then (a) all payments of compensation by the Company to you terminate immediately (except amounts already earned), and (b) you will not be entitled to any Severance Benefits beyond payment of the Accrued Obligations.
(d) For purposes of this Agreement, "Cause" for Executive's termination shall mean the occurrence of one or more of the following events:
(i) Executive's willful misconduct or gross negligence in performance of his duties including Executive's refusal comply in any material respect with the reasonable and legal directives of the CEO or Board of Directors so long as such directives are not materially inconsistent with the Executive's position and duties and such alleged willful misconduct, gross negligence, or refusal to comply is not remedied or satisfactory progress made toward remedying such failure, as determined by Company in its sole discretion, within ten (10) working days after receiving written notice from the Board of Directors stating that failure to remedy such conduct shall result in termination for Cause. Any act, or failure to act, based on authority given by the CEO or Board of Directors or based upon the advice of legal counsel for the Company shall be conclusively presumed to be done, or omitted to be done in good faith and in the best interest of the Company and shall not be deemed to constitute "Cause."
(ii) Executive is convicted of or pleads guilty or no contest to a crime or based upon evidence in the reasonable, good faith business judgment of the CEO or Board of Directors, Executive has committed fraud, theft, or embezzlement against the Company or has engaged in dishonest actions in connection with his employment intended to result in material and substantial personal enrichment.
(iii) Executive's commission of an act which he knew or reasonably should have known would make him or the Company (including any of its parents, subsidiaries, or affiliates) subject to being enjoined, suspended, debarred, or otherwise disciplined for violation of federal or state laws, rules or regulations, including, a statutory disqualification.
(iv) Breach of any material term or condition of this Agreement and such breach is not remedied within ten (10) working days after written notice from the CEO or Board of Directors, which notice shall state that failure to remedy such conduct shall result in Termination for Cause.
(e) For purposes of this Agreement, "Good Reason" for Executive's termination will exist at any time after the happening of one or more of the following events:
(i) Company's diminution of Executive's total compensation, authority, duties, responsibilities, or reporting.
(ii) Reduction of Executive's base salary, bonus opportunity, or equity awards.
(iii) The Company's breach of any provision of this Agreement
(iv) A requirement that Executive be relocated more than 100 miles from his current work location.
9. Non-Competition and Non-Solicitation
Executive represents and warrants that he has disclosed all agreements with third parties pertaining to any post-employment restrictions. Executive understands that it is the Company's policy not to improperly obtain or use confidential, proprietary or trade secret information that belongs to third parties, and agrees not to use such third-party confidential, proprietary or trade secret information for the Company's benefit.
During employment and for 12 months following termination, Executive shall not directly or indirectly engage in or assist any business that competes with the Company's principal business (as outlined in "Exhibit C."). In addition, Executive shall not solicit employees, contractors, or customers of the Company as set forth in Exhibit C.
10. Indemnification
To the maximum extent allowed under applicable law, the Company agrees to defend, hold harmless and indemnify Executive from and against any and all losses, damages, claims, demands, suits, liabilities, and expenses, including reasonable attorney's fees and expensed associated therewith, which arise out of, in connection with, or result from any claim, action, or other proceeding that is based on Executives actions within the scope of his duties and responsibilities under the Agreement. The Company shall always maintain Directors & Officers (D&O) insurance coverage during Executive's employment.
11. Miscellaneous
This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements. Any amendments must be in writing and signed by both Parties.
Attorney's Fees. In the event any party is required to initiate arbitration or legal action to enforce this Agreement, the prevailing party shall be entitled to recover its full actual attorneys' fees and other reasonable expenses of litigation, unless otherwise required by law.
Binding Effect. This Agreement shall be for the benefit of and binding upon the parties hereto and their respective heirs, personal representatives, legal representatives, successors and assigns.
Severability. The invalidity of any one or more of the words, phrases, sentences, clauses, sections or subsections contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part thereof, all of which are inserted conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses, sections or subsections contained in this Agreement, or any part thereof shall be declared invalid. this Agreement shall be construed as if such invalid word or words, phrases, sentences, clauses, sections, or subsections had not been inserted. If such invalidity is caused by length of time the otherwise invalid provisions will be reduced to a period which would cure such invalidity.
Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning and interpretation of this Agreement.
Counterparts. This Agreement may be executed in counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement.
Section 409A of the Internal Revenue Code. Payments under this Agreement are intended to be exempt from Section 409A of the Internal Revenue Code and guidance under Section 409A concerning deferred compensation plans (collectively "Section 409A") and the Agreement will be construed accordingly. To the extent the payments could be subject to Section 409A, the Agreement shall be interpreted in a manner that complies with Section 409A. For example, the term "termination" shall be interpreted to mean a separation from service under Section 409A. Executive shall be solely responsible for all taxes and penalties should any payment be made pursuant to this Agreement be construed by the Internal Revenue Service or other agency as a payment of deferred compensation under any such plan. Conexeu Sciences Inc., and its affiliates, parent corporations and their employees shall not be responsible for such taxes and penalties.
12. Arbitration of All Disputes.
12.1 Agreement to Arbitrate. To ensure the timely and economical resolution of disputes that may arise between you and the Company, both you and the Company mutually agree that pursuant to the Federal Arbitration Act, 9 U.S.C. §1- 16, and to the fullest extent permitted by applicable law, you and the Company will submit solely to final, binding and confidential arbitration any and all disputes, claims, or causes of action arising from or relating to: (i) the negotiation, execution, interpretation, performance, breach or enforcement of this Agreement; or (ii) your employment with the Company (including but not limited to all statutory claims); or (iii) the termination of your employment with the Company (including but not limited to all statutory claims).
BY AGREEING TO THIS ARBITRATION PROCEDURE, BOTH YOU AND THE COMPANY WAIVE THE RIGHT TO RESOLVE ANY SUCH DISPUTES THROUGH A TRIAL BY JURY OR JUDGE OR THROUGH AN ADMINISTRATIVE PROCEEDING.
12.2 Arbitrator Authority. The arbitrator shall have the sole and exclusive authority to determine whether a dispute, claim or cause of action is subject to arbitration under this Section and to determine any procedural questions which grow out of such disputes, claims or causes of action and bear on their final disposition.
12.3 Individual Capacity Only. All claims, disputes, or causes of action under this Section, whether by you or the Company, must be brought solely in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences in this Section are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration.
12.4 Arbitration Process. Any arbitration proceeding under this Section shall be presided over by a single arbitrator and conducted by Judicial Arbitration and Mediation Services, Inc. ("JAMS") in Reno, Nevada, or as otherwise agreed to by you and the Company, under the then applicable JAMS rules for the resolution of employment disputes (available upon request and also currently available at http://www.jamsadr.com/rules-employment-arbitration/). You and the Company both have the right to be represented by legal counsel at any arbitration proceeding, at each party's own expense. The arbitrator shall: (i) have the authority to compel adequate discovery for the resolution of the dispute; (ii) issue a written arbitration decision, to include the arbitrator's essential findings and conclusions and a statement of the award; and (iii) be authorized to award any or all remedies that you or the Company would be entitled to seek in a court of law. The Company shall pay all JAMS arbitration fees in excess of the amount of court fees that would be required of you if the dispute were decided in a court of law.
12.5 Excluded Claims. This Section shall not apply to any action or claim that cannot be subject to mandatory arbitration as a matter of law, to the extent such claims are not permitted by applicable law to be submitted to mandatory arbitration and such applicable law is not preempted by the Federal Arbitration Act or otherwise invalid (collectively, the "Excluded Claims"). In the event you intend to bring multiple claims, including one of the Excluded Claims listed above, the Excluded Claims may be filed with a court, while any other claims will remain subject to mandatory arbitration.
12.6 Injunctive Relief and Final Orders. Nothing in this Section is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any final award in any arbitration proceeding hereunder may be entered as a judgment in the federal and state courts of any competent jurisdiction and enforced accordingly.
13. General Provisions
This Agreement, together with the Nondisclosure, Non-Solicit and Non-Compete Agreement, constitutes the entire agreement between you and the Company with regard to this subject matter and is the complete, final, and exclusive embodiment of the parties' agreement with regard to this subject matter. This Agreement is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations. Modifications or amendments to this Agreement, other than those changes expressly reserved to the Company's discretion in this letter, must be made in a written agreement signed by you and the Company's Chair of the Board. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction to the extent possible in keeping with the intent of the parties. Any waiver of any breach of any provisions of this Agreement must be in writing to be effective, and it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement. This Agreement is intended to bind and inure to the benefit of and be enforceable by you and the Company, and their respective successors, assigns, heirs, executors, and administrators. The Company may freely assign this Agreement, without your prior written consent. You may not assign any of your duties hereunder and you may not assign any of your rights hereunder without the written consent of the Company. This Agreement shall become effective as of the Effective Date and shall terminate upon your termination of employment with the Company. The obligations as forth under Sections 6, 7, 8, 9, 10, 11, 12, 13 and will survive the termination of this Agreement. All questions concerning the construction, validity and interpretation of this Agreement will be governed by the laws of the State of Nevada.
WHEREAS, the parties have formed, executed, and delivered this Agreement as of the Effective Date first set forth above.
CONEXEU SCIENCES INC.
/s/ Jeff Sharpe
Jeff Sharpe
Chair of the Board of Directors
Accepted and agreed:
/s/ Stephen Inouye
Stephen Inouye
Date: October 23, 2025
Exhibit A
ANNUAL INCENTIVE / CASH BONUS MILESTONES1
(1) 12.5% of either the full or prorated Executive's Base Salary at the time, upon the date in which the Company has both successfully completed an IPO and begun to trade on a recognized North American stock exchange and the Company has, including but not limited to, its charters, necessary governance and committee documentation, employee handbook, anti-discrimination polices and procedures, employee health benefits, D&O insurance, and employee blackout trading policies, fully in place on the first day of trading on the recognized North American Stock Exchange.
(2) 12.5% of either the full or prorated Executive's Base Salary at the time, upon the date of the completion of a financing of $20 million at a minimum of a $150 million pre money market capitalization. If the financing completed is a minimum of $15 million at a minimum of $150 million pre money market capitalization, then then two-thirds of the 12.5% or 8.33% of the either the full or prorated Executive's Base Salary at the time, will be earned and paid out.
Note: (1) The two cash bonus milestones (annual incentive/short term Incentive (STI)) are provided based upon current expected timelines and strategy. If for any reason circumstances change out of the control of the employee regarding a further capital raise or an alternative regulatory strategy, the intent would be to modify these milestones in good faith and/or replace as deemed appropriate by the Compensation Committee and Conexeu board.
Exhibit B
EQUITY AWARDS
Initial Grant1:
- 0.25% in common shares of the Company on an issued and outstanding basis at the time of the Effective Date of this Agreement, to be immediately vested upon the Effective Date.
Milestone-Based Equity2
- 0.75% in common shares of the Company on an issued and outstanding basis split across 2 milestones:
- Milestone #1: 0.375% for an equity financing of at least $20 million at a pre money market capitalization of a minimum of $150 million. If only $15 million at a minimum pre money valuation of $150 million is completed, then two-thirds of the 0.375% or 0.2475% will be granted.
- The 0.375% or 0.2475% whichever occurs, will vest in 3 equal tranches of 1/3 of 0.375% or 1/3 of 0.2475% each year for 3 years from the date of the milestone being achieved.
- Milestone #2: 0.375% for FDA clearance of the 510(k) or PMA using the Company's Extra Cellular Matrix with human collagen for an aesthetics product or application.
- The 0.375% will vest immediately upon Milestone #2 being achieved.
- Milestone #1: 0.375% for an equity financing of at least $20 million at a pre money market capitalization of a minimum of $150 million. If only $15 million at a minimum pre money valuation of $150 million is completed, then two-thirds of the 0.375% or 0.2475% will be granted.
Note: (1) Initial Grant: The CFO "Equity Grant" amounts to 0.25% of equity on an issued and outstanding basis and vests immediately upon the Effective Date.
Note (2) Milestone-Based Equity: The CFO "Milestone-Based Equity" amounts to up to 0.75% of equity on an issued and outstanding basis. For Milestone #1 a maximum of 0.375% of equity will be issued and will vest at 0.33% per year. For Milestone #2 a maximum of 0.375% of equity will be issued and will vest immediately upon achieving Milestone #2.
Note (3) Automatic full vesting upon non-public Change of Control (IPO excluded).
Exhibit C
NON-DISCLOSURE, NON-SOLICIT & NON-COMPETE AGREEMENT
This Non-Disclosure, Non-Solicit & Non-Compete Agreement (this "Agreement") is entered into as of October 15, 2025, by and between Conexeu Sciences. Inc., a Reno, Nevada Corporation (the "Company"), and Stephen Inouye (the "Employee").
WHEREAS, the Company is a biotechnology company engaged in the research, development, and early-stage clinical validation of biomaterials designed for, including not limited to wound care, medical, veterinary, and dental and aesthetic regenerative applications, including tissue regeneration and reconstruction, utilizing a patented collagen hydro-gel and IP platform that is designed to support the body's natural tissue regeneration process. ("Business");
WHEREAS, the Company has invested substantial time, money and effort developing and maintaining goodwill, rapport and relationships with scientists, potential customers, vendors, and contractors ("Business Relationships") with whom the Company does business;
WHEREAS, the Company has invested significant time, money and effort developing and acquiring valuable information and documents related to its business that derive independent economic value from not being generally known or readily ascertainable including, but not limited to, client lists, referral source lists and records, vendor lists, accounts payable/receivable information, inventions, software, financial and banking information, contracts and contractual relationships, confidential and proprietary client data, and related proprietary information, all of which are confidential and proprietary to the Company and not generally known to the trade or industry;
WHEREAS, Employee desires to become employed with the Company in a special position of trust and confidence, learn and have access to the Company's confidential information and trade secrets, receive specialized software training from the Company, utilize its goodwill, rapport, and relationships with Company's Business Relationships, and be subject to the terms and covenants set forth herein.
NOW THEREFORE, in consideration of the foregoing recitals and the mutual promises contained in this Agreement, the Company and Employee agree as follows:
1. Confidential Information
Employee acknowledges that during employment, Employee will have access to and learn about confidential and proprietary information belonging to the Company, its affiliates, and partners ("Confidential Information"). Confidential Information includes, without limitation, trade secrets, research data, product formulations, protocols, business plans, investor lists, financial data, and technical information.
Employee agrees that during the term of the Agreement and continuing thereafter he will not directly or indirectly disclose to any individual, corporation, firm, or entity any of the Company's Confidential Information, nor use such Confidential Information in any manner except as required in the regular course of his/her employment with the Company. All notes, reports, plans, published memoranda, or other documents created, developed, generated or held by Employee during employment, concerning or related to the Company's business, and whether containing or relating to Confidential Information or not, and all tangible personal property of the Company entrusted to Employee or in Employee's direct or indirect possession or control, are the property of the Company, and will be promptly delivered to the Company and not thereafter used by Employee upon termination of Employee's employment for any reason whatsoever. Upon termination of Employee's employment with the Company, Employee further agrees to immediately return all (original and copies) of any trade secrets, confidential and proprietary information and training manuals of the Company which came into Employee's possession during his/her employment with the Company. Employee agrees to cooperate fully in promptly signing any such documents as may be necessary to transfer and perfect intellectual property rights to the Company in any documents or materials created by him/her during his/her employment with the Company that relate to the Company's Business.
2. Exclusions
Confidential Information does not include information that (a) becomes publicly known without breach of this Agreement, (b) was lawfully received from a third party without restriction, or (c) was independently developed by Employee without use of the Company's Confidential Information.
3. Ownership and Assignment of Inventions
Employee agrees that all inventions, discoveries, improvements, processes, designs, formulas, data, computer programs, and other works of authorship, whether patentable or not ("Inventions"), that Employee conceives or reduces to practice during the period of employment and that relate to the Company's current or anticipated business, shall be the sole and exclusive property of the Company.
Employee hereby assigns to the Company all rights, title, and interest in such Inventions and agrees to execute such further documents as the Company may reasonably request to confirm ownership and assist in obtaining protection for such Inventions.
4. Prior Inventions
Employee has attached hereto a list describing all inventions or improvements made prior to employment with the Company that belong to Employee and are not assigned to the Company ("Prior Inventions"). If no list is attached, Employee represents that there are no such Prior Inventions.
5. Return of Materials
Upon termination of employment, Employee shall immediately return all Company property, including equipment, notebooks, files, data, and any materials containing or embodying Confidential Information or Inventions.
6. Non-competition and non-solicitation.
Employee acknowledges and agrees that personal contacts and relationships are of great importance in procuring new business and retaining existing clients. Employee further acknowledges and agrees that the Company has devoted substantial time, money and effort developing and maintaining its contacts and relationships and establishing goodwill and rapport with customers and clients with whom it does business, as well as its employees and contractors. Therefore, Employee agrees as follows:
(a) During the term of his/her employment with the Company and for a period of twelve (12) months thereafter, Employee will not engage in, work for, be employed by, or perform services for a Competing Business. For purposes of this Agreement, "Competing Business" means the research, discovery, characterization, synthesis, formulation, development, manufacturing, improvement, commercialization, modification, or other exploitation of any biological or chemical entity, device, or method within the scope of the Company's current or anticipated business (regenerative collagen, injectable collagen gels and scaffolds) as described on the company's current website www.conexeu.com. Specifically:
- Wound Healing: Offerings in the research and development, manufacture, and commercialization of liquid, thermo-sensitive skin substitutes, and scaffolds for use in wound healing i.e., burns, tunnel wounds, diabetic foot ulcers and dehiscent wounds.
- Surgical reconstruction: Scaffolds, 3D personalized implants for regenerative tissue and bone repair.
- Medical Aesthetics: research and development regarding dermatological offerings associated with scaffolds, regeneration, skin healing, and aging.
The Restricted Territory means North America.
(b) During the term of his/her employment with the Company and for a period of one (1) year thereafter, Employee will not directly or indirectly contact, solicit or do business with any customers, vendors, or Referral Sources in the Restricted Area with whom the Employee had material contact while he/she worked at the Company for the purpose of providing services that are competitive with the Business of the Company. Employee further agrees not to utilize the contacts, goodwill, and rapport he/she established with any customers or referral sources to take away or divert business or income away from the Company to other persons or entities.
(c) During the term of his/her employment with the Company and for a period of one (1) year thereafter, Employee will not solicit, hire, employ, directly or indirectly solicit, induce, entice or attempt to hire, do business with or employ (for himself/herself or on behalf of any other individual or entity) in the Restricted Area any contractors, consultants, or persons employed by the Company with whom the Employee had material contact during the last twelve (12) months of Employee's employment .
7. Miscellaneous
This Agreement shall be binding upon and inure to the benefit of the Company, its successors, and assigns. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes any prior understandings.
[Remainder of page left intentionally blank]
IN WITNESS WHEREOF
The Parties have executed this Agreement as of the date first written above.
--------------------------------------------------------
EMPLOYER:
CONEXEU SCIENCES INC.
(Signature)
/s/ Jeff Sharpe
Jeff Sharpe
Chairman of the Board of Directors
October 23, 2025
EMPLOYEE:
/s/ Stephen Inouye
Stephen Inouye
October 23, 2025
PRIOR INVENTIONS
1. Prior Inventions Disclosure.
-
Inventions:
-
No Prior Inventions.
Dated: October 23, 2025
CONEXEU SCIENCES INC.
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the "Agreement") is made and entered into as of October 15, 2025, (the "Effective Date"), by and between Conexeu Sciences Inc., a Reno, Nevada based company (the "Company"), and Miles David Harrison (the "Executive"). The Company and the Executive are sometimes referred to individually as a "Party" and collectively as the "Parties."
WHEREAS, the Company is a biotechnology company engaged in the research, development, and early-stage clinical validation of biomaterials designed for wound care, medical, veterinary, and dental and aesthetic regenerative applications, including tissue regeneration and reconstruction, utilizing a patented collagen hydro-gel and IP platform that is designed to support the body's natural tissue regeneration process. Conexeu's patented collagen scaffold technology is an investigational bio-stimulatory platform currently being studied for a variety of applications ranging from soft-tissue enhancements to full tissue reconstruction, with the aim of advancing regenerative therapies. The Company at the time of this Agreement does not market, sell, or distribute any aesthetic or dermatologic products, however the Executive acknowledges the Company has the aspirations to do so in the future.
WHEREAS, the Company desires to employ Executive as its President and Chief Executive Officer ("CEO") of the Company.
WHEREAS, Executive agrees to serve as the Company's President and CEO subject to the terms and conditions set forth below.
NOW THEREFORE in consideration of the foregoing recitals and the mutual promises, covenants and agreements set forth below, the Parties agree us follows:
1. Position and Duties
Executive shall serve as President & Chief Executive Officer ("CEO") of the Company and shall report directly to the Company's Board of Directors (the "Board"). Executive will perform all duties consistent with the position of CEO and such other reasonable duties as may be assigned by the Board. Executive shall work remotely from his home in Texas, with such travel as may be reasonably required in furtherance of his position and duties.
2. Term of Employment
This Agreement shall commence on the Effective Date and is At-Will Employment. The Company may terminate this Agreement at any time, with or without cause and with or without notice.
3. Compensation
3.1 Base Salary. Executive shall receive an annual base salary of not less than $300,000 ("Initial Base Salary") payable in accordance with the Company's standard payroll practices. It is understood that this Initial Base Salary is below the median salary for this executive role. Upon achievement of defined commercial and business milestones, the Board will consider step-ups to the base salary. Following an IPO and a secondary financing post IPO, the Board and Compensation Committee intend to recommend a compensation package that reflects the scope and importance of the role, informed by benchmarking and validation from an independent professional services firm.
3.2 Bonus. The Chief Executive role will be eligible for milestone bonuses totaling up to 40% of Executive's base salary in effect from time to time. Thus, based on the proposed initial salary of $300,000, this would total up to $120,000, as detailed in "Exhibit A."
3.3 Equity Award(s). Executive shall be granted an initial equity award and milestone equity awards up to a maximum of 5.0% of the Company's common shares on an issued and outstanding basis at the time of each equity grant as outlined in "Exhibit B."
4. Benefits.
Until a company-sponsored health plan is established, the Company will reimburse Executive $2,000 per month toward health insurance premiums. During Executive's employment, Executive shall be entitled to participate in all employee benefit plans and programs made available to other similarly situated senior executives of the Company.
5. Expense Reimbursement
The Company shall reimburse Executive for all reasonable and documented business expenses incurred in the performance of duties, in accordance with the then-current policies of the Company.
6. Non-Disclosure, Non-Solicit & Non-Compete Agreement
Executive agrees to enter into the Company's Non-Disclosure, Non-Solicit & Non-Compete Agreement, as outlined in "Exhibit C." Executive acknowledges all inventions, discoveries, and developments related to the Company's business made during employment shall be the exclusive property of the Company.
7. Other Activities During Employment.
You will only be eligible to serve on up to 2 other boards (public or private) providing these are not in competing services, products, or brands. That said, the Company acknowledges and agrees you may continue to serve as a board member for Castle Biosciences, Inc. ("CSTL") and one other board role to be determined.
8. Termination of Employment.
(a) At-Will Employment. Either Party may terminate this Agreement at any time, with or without cause upon the delivery of written notice of termination. Upon termination of your employment for any reason, you shall resign from all positions and terminate any relationships as an employee, advisor, officer, or director with the Company. Upon the termination of your employment for any reason, the Company shall pay you all your accrued and unpaid wages earned through your last day of employment together with accrued but unused paid time off as of the effective date of termination (the "Accrued Obligations").
(b) Termination Without Cause or for Good Reason ("Involuntary Termination"). If you are subject to an involuntary termination without Cause or for Good Reason, and provided you remain in compliance with the terms of this Agreement, the Company shall provide you with the following benefits ("Severance") in addition to the Accrued Obligations: The Company shall pay you, as cash severance, an amount equal to 3 months of the Initial Base Salary if the involuntary termination happens any time within the first 3 months of this Agreement, otherwise an amount equal to one -twelfth of the initial base salary for each month thereafter of service if the Involuntary Termination occurs within Month 4 to Month 12 of this Agreement. In the event termination occurs following twelve months of service, the Company shall pay an amount equal to twelve months of the then-current Base Salary (the "Severance"). The Severance will continue to be paid in accordance with the regularly scheduled payroll date for a period of 12 months from the day after your Separation from Service, provided the Separation Agreement has become effective.
(c) Termination for Cause; Resignation Without Good Reason; Death or Disability. If you resign without Good Reason, or the Company terminates your employment for Cause, or upon your death or disability, then (a) all payments of compensation by the Company to you terminate immediately (except amounts already earned), and (b) you will not be entitled to any Severance Benefits beyond payment of the Accrued Obligations.
(d) For purposes of this Agreement, "Cause" for Executive's termination shall mean the occurrence of one or more of the following events:
(i) Executive's willful misconduct or gross negligence in performance of his duties including Executive's refusal comply in any material respect with the reasonable and legal directives of the Board of Directors so long as such directives are not materially inconsistent with the Executive's position and duties and such alleged willful misconduct, gross negligence, or refusal to comply is not remedied or satisfactory progress made toward remedying such failure, as determined by Company in its sole discretion, within ten (10) working days after receiving written notice from the Board of Directors stating that failure to remedy such conduct shall result in termination for Cause. Any act, or failure to act, based on authority given by the Board of Directors or based upon the advice of legal counsel for the Company shall be conclusively presumed to be done, or omitted to be done in good faith and in the best interest of the Company and shall not be deemed to constitute "Cause."
(ii) Executive is convicted of or pleads guilty or no contest to a crime or based upon evidence in the reasonable, good faith business judgment of the Board of Directors, Executive has committed fraud, theft, or embezzlement against the Company or has engaged in dishonest actions in connection with his employment intended to result in material and substantial personal enrichment.
(iii) Executive's commission of an act which he knew or reasonably should have known would make him or the Company (including any of its parents, subsidiaries, or affiliates) subject to being enjoined, suspended, debarred, or otherwise disciplined for violation of federal or state laws, rules or regulations, including, a statutory disqualification.
(iv) Breach of any material term or condition of this Agreement and such breach is not remedied within ten (10) working days after written notice from the Board of Directors, which notice shall state that failure to remedy such conduct shall result in Termination for Cause.
(e) For purposes of this Agreement, "Good Reason" for Executive's termination will exist at any time after the happening of one or more of the following events:
(i) Company's diminution of Executive's total compensation, authority, duties, responsibilities, or reporting.
(ii) Reduction of Executive's base salary, bonus opportunity, or equity awards.
(iii) The Company's breach of any provision of this Agreement
(iv) A requirement that Executive be relocated more than 50 miles from his current work location.
9. Non-Competition and Non-Solicitation
Executive represents and warrants that he has disclosed all agreements with third parties pertaining to any post-employment restrictions. Executive understands that it is the Company's policy not to improperly obtain or use confidential, proprietary or trade secret information that belongs to third parties, and agrees not to use such third-party confidential, proprietary or trade secret information for the Company's benefit.
During employment and for 12 months following termination, Executive shall not directly or indirectly engage in or assist any business that competes with the Company's principal business (as outlined in "Exhibit C."). In addition, Executive shall not solicit employees, contractors, or customers of the Company as set forth in Exhibit C.
10. Indemnification
To the maximum extent allowed under applicable law, the Company agrees to defend, hold harmless and indemnify Executive from and against any and all losses, damages, claims, demands, suits, liabilities, and expenses, including reasonable attorney's fees and expensed associated therewith, which arise out of, in connection with, or result from any claim, action, or other proceeding that is based on Executives actions within the scope of his duties and responsibilities under the Agreement. The Company shall always maintain Directors & Officers (D&O) insurance coverage during Executive's employment.
11. Miscellaneous
This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements. Any amendments must be in writing and signed by both Parties.
Attorney's Fees. In the event any party is required to initiate arbitration or legal action to enforce this Agreement, the prevailing party shall be entitled to recover its full actual attorneys' fees and other reasonable expenses of litigation, unless otherwise required by law.
Binding Effect. This Agreement shall be for the benefit of and binding upon the parties hereto and their respective heirs, personal representatives, legal representatives, successors and assigns.
Severability. The invalidity of any one or more of the words, phrases, sentences, clauses, sections or subsections contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part thereof, all of which are inserted conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses, sections or subsections contained in this Agreement, or any part thereof shall be declared invalid. this Agreement shall be construed as if such invalid word or words, phrases, sentences, clauses, sections, or subsections had not been inserted. If such invalidity is caused by length of time the otherwise invalid provisions will be reduced to a period which would cure such invalidity.
Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning and interpretation of this Agreement.
Counterparts. This Agreement may be executed in counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement.
Section 409A of the Internal Revenue Code. Payments under this Agreement are intended to be exempt from Section 409A of the Internal Revenue Code and guidance under Section 409A concerning deferred compensation plans (collectively "Section 409A") and the Agreement will be construed accordingly. To the extent the payments could be subject to Section 409A, the Agreement shall be interpreted in a manner that complies with Section 409A. For example, the term "termination" shall be interpreted to mean a separation from service under Section 409A. Executive shall be solely responsible for all taxes and penalties should any payment be made pursuant to this Agreement be construed by the Internal Revenue Service or other agency as a payment of deferred compensation under any such plan. Conexeu Sciences Inc., and its affiliates, parent corporations and their employees shall not be responsible for such taxes and penalties.
12. Arbitration of All Disputes.
12.1 Agreement to Arbitrate. To ensure the timely and economical resolution of disputes that may arise between you and the Company, both you and the Company mutually agree that pursuant to the Federal Arbitration Act, 9 U.S.C. §1- 16, and to the fullest extent permitted by applicable law, you and the Company will submit solely to final, binding and confidential arbitration any and all disputes, claims, or causes of action arising from or relating to: (i) the negotiation, execution, interpretation, performance, breach or enforcement of this Agreement; or (ii) your employment with the Company (including but not limited to all statutory claims); or (iii) the termination of your employment with the Company (including but not limited to all statutory claims).
BY AGREEING TO THIS ARBITRATION PROCEDURE, BOTH YOU AND THE COMPANY WAIVE THE RIGHT TO RESOLVE ANY SUCH DISPUTES THROUGH A TRIAL BY JURY OR JUDGE OR THROUGH AN ADMINISTRATIVE PROCEEDING.
12.2 Arbitrator Authority. The arbitrator shall have the sole and exclusive authority to determine whether a dispute, claim or cause of action is subject to arbitration under this Section and to determine any procedural questions which grow out of such disputes, claims or causes of action and bear on their final disposition.
12.3 Individual Capacity Only. All claims, disputes, or causes of action under this Section, whether by you or the Company, must be brought solely in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences in this Section are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration.
12.4 Arbitration Process. Any arbitration proceeding under this Section shall be presided over by a single arbitrator and conducted by Judicial Arbitration and Mediation Services, Inc. ("JAMS") in Reno, Nevada, or as otherwise agreed to by you and the Company, under the then applicable JAMS rules for the resolution of employment disputes (available upon request and also currently available at http://www.jamsadr.com/rules-employment-arbitration/). You and the Company both have the right to be represented by legal counsel at any arbitration proceeding, at each party's own expense. The arbitrator shall: (i) have the authority to compel adequate discovery for the resolution of the dispute; (ii) issue a written arbitration decision, to include the arbitrator's essential findings and conclusions and a statement of the award; and (iii) be authorized to award any or all remedies that you or the Company would be entitled to seek in a court of law. The Company shall pay all JAMS arbitration fees in excess of the amount of court fees that would be required of you if the dispute were decided in a court of law.
12.5 Excluded Claims. This Section shall not apply to any action or claim that cannot be subject to mandatory arbitration as a matter of law, to the extent such claims are not permitted by applicable law to be submitted to mandatory arbitration and such applicable law is not preempted by the Federal Arbitration Act or otherwise invalid (collectively, the "Excluded Claims"). In the event you intend to bring multiple claims, including one of the Excluded Claims listed above, the Excluded Claims may be filed with a court, while any other claims will remain subject to mandatory arbitration.
12.6 Injunctive Relief and Final Orders. Nothing in this Section is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any final award in any arbitration proceeding hereunder may be entered as a judgment in the federal and state courts of any competent jurisdiction and enforced accordingly.
13. General Provisions
This Agreement, together with the Nondisclosure, Non-Solicit and Non-Compete Agreement, constitutes the entire agreement between you and the Company with regard to this subject matter and is the complete, final, and exclusive embodiment of the parties' agreement with regard to this subject matter. This Agreement is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations. Modifications or amendments to this Agreement, other than those changes expressly reserved to the Company's discretion in this letter, must be made in a written agreement signed by you and the Company's Chair of the Board. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction to the extent possible in keeping with the intent of the parties. Any waiver of any breach of any provisions of this Agreement must be in writing to be effective, and it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement. This Agreement is intended to bind and inure to the benefit of and be enforceable by you and the Company, and their respective successors, assigns, heirs, executors, and administrators. The Company may freely assign this Agreement, without your prior written consent. You may not assign any of your duties hereunder and you may not assign any of your rights hereunder without the written consent of the Company. This Agreement shall become effective as of the Effective Date and shall terminate upon your termination of employment with the Company. The obligations as forth under Sections 6, 7, 8, 9, 10, 11, 12, 13 and will survive the termination of this Agreement. All questions concerning the construction, validity and interpretation of this Agreement will be governed by the laws of the State of Nevada.
WHEREAS, the parties have formed, executed, and delivered this Agreement as of the Effective Date first set forth above.
CONEXEU SCIENCES INC.
/s/ Jeff Sharpe
Jeff Sharpe
Chair of the Board of Directors
Accepted and agreed:
/s/ Miles D. Harrison
Miles D. Harrison
Date: October 23, 2025
Exhibit A
ANNUAL INCENTIVE / CASH BONUS MILESTONES1
(1) $40,000 upon the date of an IPO on a recognized North American exchange.
(2) $40,000 upon the date of the completion of a financing of $20 million at a minimum of a $150 million pre money market capitalization. If the financing completed is a minimum of $15 million at a minimum of $150 million pre money market capitalization, then then two-thirds of the $40,000 will be earned and paid out ($26,400).
(3) $40,000 upon the date of FDA clearance of the 510(k) bovine collagen 'wound care' product.
Note: (1) The three cash bonus milestones (annual incentive/short term Incentive (STI)) are provided based upon current expected timelines and strategy. If for any reason circumstances change out of the control of the employee regarding the IPO, a further capital raise or an alternative regulatory strategy, the intent would be to modify these milestones in good faith and/or replace as deemed appropriate by the Compensation Committee and Conexeu board.
Exhibit B
EQUITY AWARDS
Initial Grant1:
- 2.5% in common shares of the Company on an issued and outstanding basis at the time of the Effective Date of this Agreement, with 0.5% to be immediately vested upon the Effective Date of this Agreement and then 0.5% will vest each year for four (4) years on the anniversary of the Effective Date of this Agreement for an aggregate of 2.5%.
Milestone-Based Equity2
- 2.5% in common shares of the Company on an issued and outstanding basis split across 2 milestones:
- Milestone #1: 1.0% for an equity financing of at least $20 million at a pre money market capitalization of a minimum of $150 million. If only $15 million at a minimum pre money valuation of $150 million is completed, then two-thirds of the 1.0% or 0.66% will be granted.
- The 1.0% or 0.66% whichever occurs, will vest in 3 equal tranches of 1/3 of 1.0% or 1/3 of 0.66% each year for 3 years from the date of the milestone being achieved.
- Milestone #2: 1.5% for FDA clearance of the 510(k) or PMA using the Company's Extra Cellular Matrix with human collagen for an aesthetics product or application.
- The 1.5% will vest immediately upon Milestone #2 being achieved.
- Milestone #1: 1.0% for an equity financing of at least $20 million at a pre money market capitalization of a minimum of $150 million. If only $15 million at a minimum pre money valuation of $150 million is completed, then two-thirds of the 1.0% or 0.66% will be granted.
Note: (1) Initial Grant: The CEO "Equity Grant" amounts to 2.5% of equity on an issued and outstanding basis over 5 (five) tranches, the first tranche of 0.5% is an immediate vest, with subsequent tranches of 0.5% per year vesting over a maximum of 4 years.
Note (2) Milestone-Based Equity: The CEO "Milestone-Based Equity" amounts to up to 2.5% of equity on an issued and outstanding basis. For Milestone #1 a maximum of 1.0% of equity will be issued and will vest at 0.33% per year. For Milestone #2 a maximum of 1.5% of equity will be issued and will vest immediately upon achieving Milestone #2.
Note (3) Automatic full vesting upon non-public Change of Control (IPO excluded).
Exhibit C
NON-DISCLOSURE, NON-SOLICIT & NON-COMPETE AGREEMENT
This Non-Disclosure, Non-Solicit & Non-Compete Agreement (this "Agreement") is entered into as of October 15, 2025, by and between Conexeu Sciences. Inc., a Reno, Nevada Corporation (the "Company"), and Miles David Harrison (the "Employee").
WHEREAS, the Company is a biotechnology company engaged in the research, development, and early-stage clinical validation of biomaterials designed for, including not limited to wound care, medical, veterinary, and dental and aesthetic regenerative applications, including tissue regeneration and reconstruction, utilizing a patented collagen hydro-gel and IP platform that is designed to support the body's natural tissue regeneration process. ("Business");
WHEREAS, the Company has invested substantial time, money and effort developing and maintaining goodwill, rapport and relationships with scientists, potential customers, vendors, and contractors ("Business Relationships") with whom the Company does business;
WHEREAS, the Company has invested significant time, money and effort developing and acquiring valuable information and documents related to its business that derive independent economic value from not being generally known or readily ascertainable including, but not limited to, client lists, referral source lists and records, vendor lists, accounts payable/receivable information, inventions, software, financial and banking information, contracts and contractual relationships, confidential and proprietary client data, and related proprietary information, all of which are confidential and proprietary to the Company and not generally known to the trade or industry;
WHEREAS, Employee desires to become employed with the Company in a special position of trust and confidence, learn and have access to the Company's confidential information and trade secrets, receive specialized software training from the Company, utilize its goodwill, rapport, and relationships with Company's Business Relationships, and be subject to the terms and covenants set forth herein.
NOW THEREFORE, in consideration of the foregoing recitals and the mutual promises contained in this Agreement, the Company and Employee agree as follows:
1. Confidential Information
Employee acknowledges that during employment, Employee will have access to and learn about confidential and proprietary information belonging to the Company, its affiliates, and partners ("Confidential Information"). Confidential Information includes, without limitation, trade secrets, research data, product formulations, protocols, business plans, investor lists, financial data, and technical information.
Employee agrees that during the term of the Agreement and continuing thereafter he will not directly or indirectly disclose to any individual, corporation, firm, or entity any of the Company's Confidential Information, nor use such Confidential Information in any manner except as required in the regular course of his/her employment with the Company. All notes, reports, plans, published memoranda, or other documents created, developed, generated or held by Employee during employment, concerning or related to the Company's business, and whether containing or relating to Confidential Information or not, and all tangible personal property of the Company entrusted to Employee or in Employee's direct or indirect possession or control, are the property of the Company, and will be promptly delivered to the Company and not thereafter used by Employee upon termination of Employee's employment for any reason whatsoever. Upon termination of Employee's employment with the Company, Employee further agrees to immediately return all (original and copies) of any trade secrets, confidential and proprietary information and training manuals of the Company which came into Employee's possession during his/her employment with the Company. Employee agrees to cooperate fully in promptly signing any such documents as may be necessary to transfer and perfect intellectual property rights to the Company in any documents or materials created by him/her during his/her employment with the Company that relate to the Company's Business.
2. Exclusions
Confidential Information does not include information that (a) becomes publicly known without breach of this Agreement, (b) was lawfully received from a third party without restriction, or (c) was independently developed by Employee without use of the Company's Confidential Information.
3. Ownership and Assignment of Inventions
Employee agrees that all inventions, discoveries, improvements, processes, designs, formulas, data, computer programs, and other works of authorship, whether patentable or not ("Inventions"), that Employee conceives or reduces to practice during the period of employment and that relate to the Company's current or anticipated business, shall be the sole and exclusive property of the Company.
Employee hereby assigns to the Company all rights, title, and interest in such Inventions and agrees to execute such further documents as the Company may reasonably request to confirm ownership and assist in obtaining protection for such Inventions.
4. Prior Inventions
Employee has attached hereto a list describing all inventions or improvements made prior to employment with the Company that belong to Employee and are not assigned to the Company ("Prior Inventions"). If no list is attached, Employee represents that there are no such Prior Inventions.
5. Return of Materials
Upon termination of employment, Employee shall immediately return all Company property, including equipment, notebooks, files, data, and any materials containing or embodying Confidential Information or Inventions.
6. Non-competition and non-solicitation.
Employee acknowledges and agrees that personal contacts and relationships are of great importance in procuring new business and retaining existing clients. Employee further acknowledges and agrees that the Company has devoted substantial time, money and effort developing and maintaining its contacts and relationships and establishing goodwill and rapport with customers and clients with whom it does business, as well as its employees and contractors. Therefore, Employee agrees as follows:
(a) During the term of his/her employment with the Company and for a period of twelve (12) months thereafter, Employee will not engage in, work for, be employed by, or perform services for a Competing Business. For purposes of this Agreement, "Competing Business" means the research, discovery, characterization, synthesis, formulation, development, manufacturing, improvement, commercialization, modification, or other exploitation of any biological or chemical entity, device, or method within the scope of the Company's current or anticipated business (regenerative collagen, injectable collagen gels and scaffolds) as described on the company's current website www.conexeu.com. Specifically:
- Wound Healing: Offerings in the research and development, manufacture, and commercialization of liquid, thermo-sensitive skin substitutes, and scaffolds for use in wound healing i.e., burns, tunnel wounds, diabetic foot ulcers and dehiscent wounds.
- Surgical reconstruction: Scaffolds, 3D personalized implants for regenerative tissue and bone repair.
- Medical Aesthetics: research and development regarding dermatological offerings associated with scaffolds, regeneration, skin healing, and aging.
The Restricted Territory means North America.
(b) During the term of his/her employment with the Company and for a period of one (1) year thereafter, Employee will not directly or indirectly contact, solicit or do business with any customers, vendors, or Referral Sources in the Restricted Area with whom the Employee had material contact while he/she worked at the Company for the purpose of providing services that are competitive with the Business of the Company. Employee further agrees not to utilize the contacts, goodwill, and rapport he/she established with any customers or referral sources to take away or divert business or income away from the Company to other persons or entities.
(c) During the term of his/her employment with the Company and for a period of one (1) year thereafter, Employee will not solicit, hire, employ, directly or indirectly solicit, induce, entice or attempt to hire, do business with or employ (for himself/herself or on behalf of any other individual or entity) in the Restricted Area any contractors, consultants, or persons employed by the Company with whom the Employee had material contact during the last twelve (12) months of Employee's employment .
7. Miscellaneous
This Agreement shall be binding upon and inure to the benefit of the Company, its successors, and assigns. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes any prior understandings.
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IN WITNESS WHEREOF
The Parties have executed this Agreement as of the date first written above.
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EMPLOYER:
CONEXEU SCIENCES INC.
(Signature)
/s/ Jeff Sharpe
Jeff Sharpe
Chairman of the Board of Directors
October 23, 2025
EMPLOYEE:
/s/ Miles D. Harrison
Miles D. Harrison
October 23, 2025
PRIOR INVENTIONS
1. Prior Inventions Disclosure.
- Inventions:
- No Prior Inventions.
Dated: October 23, 2025
CONEXEU SCIENCES INC.
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the "Agreement") is made and entered into as of October 15, 2025, (the "Effective Date"), by and between Conexeu Sciences Inc., a Reno, Nevada based company (the "Company"), and Brian Pilcher (the "Executive"). The Company and the Executive are sometimes referred to individually as a "Party" and collectively as the "Parties."
WHEREAS, the Company is a biotechnology company engaged in the research, development, and early-stage clinical validation of biomaterials designed for wound care, medical, veterinary, and dental and aesthetic regenerative applications, including tissue regeneration and reconstruction, utilizing a patented collagen hydro-gel and IP platform that is designed to support the body's natural tissue regeneration process. Conexeu's patented collagen scaffold technology is an investigational bio-stimulatory platform currently being studied for a variety of applications ranging from soft-tissue enhancements to full tissue reconstruction, with the aim of advancing regenerative therapies. The Company at the time of this Agreement does not market, sell, or distribute any aesthetic or dermatologic products, however the Executive acknowledges the Company has the aspirations to do so in the future.
WHEREAS, the Company desires to employ Executive as its Chief Medical Officer ("CMO") of the Company.
WHEREAS, Executive agrees to serve as the Company's CMO subject to the terms and conditions set forth below.
NOW THEREFORE in consideration of the foregoing recitals and the mutual promises, covenants and agreements set forth below, the Parties agree us follows:
1. Position and Duties
Executive shall serve as CMO of the Company and shall report directly to the Company's CEO and in some instances the Company's Board of Directors ("Board"). Executive will perform all duties consistent with the position of CMO and such other reasonable duties as may be assigned by the CEO or Board. Executive shall work remotely from his home in Montana, with such travel as may be reasonably required in furtherance of his position and duties.
2. Term of Employment
This Agreement shall commence on the Effective Date and is At-Will Employment. The Company may terminate this Agreement at any time, with or without cause and with or without notice.
3. Compensation
3.1 Inducement: The Executive will receive a one-time payment as an inducement to enter into this Agreement upon the Effective date of this Agreement in the amount of $35,000.
3.2 Base Salary. Executive shall receive an annual base salary of not less than $240,000 ("Initial Base Salary") payable in accordance with the Company's standard payroll practices. Upon achievement of defined commercial and business milestones, the Board will consider step-ups to the base salary. Following an IPO and a secondary financing post IPO, the Board and Compensation Committee intend to recommend a compensation package that reflects the scope and importance of the role, informed by benchmarking and validation from an independent professional services firm.
3.3 Bonus. The CMO role will be eligible for milestone bonuses totaling up to 31.25% of Executive's base salary in effect from time to time. Thus, based on the proposed initial salary of $240,000, this would total up to $75,000, as detailed in "Exhibit A."
3.4 Equity Award(s). Executive shall be granted an initial equity award and milestone equity awards up to a maximum of 2.0% of the Company's common shares on an issued and outstanding basis at the time of each equity grant as outlined in "Exhibit B."
4. Benefits.
Until a company-sponsored health plan is established, the Company will reimburse Executive $3,000 per month toward health insurance premiums. During Executive's employment, Executive shall be entitled to participate in all employee benefit plans and programs made available to other similarly situated senior executives of the Company.
5. Expense Reimbursement
The Company shall reimburse Executive for all reasonable and documented business expenses incurred in the performance of duties, in accordance with the then-current policies of the Company.
6. Non-Disclosure, Non-Solicit & Non-Compete Agreement
Executive agrees to enter into the Company's Non-Disclosure, Non-Solicit & Non-Compete Agreement, as outlined in "Exhibit C." Executive acknowledges all inventions, discoveries, and developments related to the Company's business made during employment shall be the exclusive property of the Company.
7. Other Activities During Employment.
You will only be eligible to serve on other boards subject to the prior written approval of the Company (public or private) providing these are not in competing services, products, or brands..
8. Termination of Employment.
(a) At-Will Employment. Either Party may terminate this Agreement at any time, with or without cause upon the delivery of written notice of termination. Upon termination of your employment for any reason, you shall resign from all positions and terminate any relationships as an employee, advisor, officer, or director with the Company. Upon the termination of your employment for any reason, the Company shall pay you all your accrued and unpaid wages earned through your last day of employment together with accrued but unused paid time off as of the effective date of termination (the "Accrued Obligations").
(b) Termination Without Cause or for Good Reason ("Involuntary Termination"). If you are subject to an involuntary termination without Cause or for Good Reason, and provided you remain in compliance with the terms of this Agreement, the Company shall provide you with the following benefits ("Severance") in addition to the Accrued Obligations: The Company shall pay you, as cash severance, an amount equal to 9 months of the Initial Base Salary (the "Severance"). The Severance will continue to be paid in accordance with the regularly scheduled payroll date for a period of 9 months from the day after your Separation from Service, provided the Separation Agreement has become effective.
(c) Termination for Cause; Resignation Without Good Reason; Death or Disability. If you resign without Good Reason, or the Company terminates your employment for Cause, or upon your death or disability, then (a) all payments of compensation by the Company to you terminate immediately (except amounts already earned), and (b) you will not be entitled to any Severance Benefits beyond payment of the Accrued Obligations.
(d) For purposes of this Agreement, "Cause" for Executive's termination shall mean the occurrence of one or more of the following events:
(i) Executive's willful misconduct or gross negligence in performance of his duties including Executive's refusal comply in any material respect with the reasonable and legal directives of the CEO or Board of Directors so long as such directives are not materially inconsistent with the Executive's position and duties and such alleged willful misconduct, gross negligence, or refusal to comply is not remedied or satisfactory progress made toward remedying such failure, as determined by Company in its sole discretion, within ten (10) working days after receiving written notice from the Board of Directors stating that failure to remedy such conduct shall result in termination for Cause. Any act, or failure to act, based on authority given by the Board of Directors or based upon the advice of legal counsel for the Company shall be conclusively presumed to be done, or omitted to be done in good faith and in the best interest of the Company and shall not be deemed to constitute "Cause."
(ii) Executive is convicted of or pleads guilty or no contest to a crime or based upon evidence in the reasonable, good faith business judgment of the CEO or Board of Directors, Executive has committed fraud, theft, or embezzlement against the Company or has engaged in dishonest actions in connection with his employment intended to result in material and substantial personal enrichment.
(iii) Executive's commission of an act which he knew or reasonably should have known would make him or the Company (including any of its parents, subsidiaries, or affiliates) subject to being enjoined, suspended, debarred, or otherwise disciplined for violation of federal or state laws, rules or regulations, including, a statutory disqualification.
(iv) Breach of any material term or condition of this Agreement and such breach is not remedied within ten (10) working days after written notice from the CEO or Board of Directors, which notice shall state that failure to remedy such conduct shall result in Termination for Cause.
(e) For purposes of this Agreement, "Good Reason" for Executive's termination will exist at any time after the happening of one or more of the following events:
(i) Company's diminution of Executive's total compensation, authority, duties, responsibilities, or reporting.
(ii) Reduction of Executive's base salary, bonus opportunity, or equity awards.
(iii) The Company's breach of any provision of this Agreement
(iv) A requirement that Executive be relocated more than 100 miles from his current work location.
9. Non-Competition and Non-Solicitation
Executive represents and warrants that he has disclosed all agreements with third parties pertaining to any post-employment restrictions. Executive understands that it is the Company's policy not to improperly obtain or use confidential, proprietary or trade secret information that belongs to third parties, and agrees not to use such third-party confidential, proprietary or trade secret information for the Company's benefit.
During employment and for 12 months following termination, Executive shall not directly or indirectly engage in or assist any business that competes with the Company's principal business (as outlined in "Exhibit C."). In addition, Executive shall not solicit employees, contractors, or customers of the Company as set forth in Exhibit C.
10. Indemnification
To the maximum extent allowed under applicable law, the Company agrees to defend, hold harmless and indemnify Executive from and against any and all losses, damages, claims, demands, suits, liabilities, and expenses, including reasonable attorney's fees and expensed associated therewith, which arise out of, in connection with, or result from any claim, action, or other proceeding that is based on Executives actions within the scope of his duties and responsibilities under the Agreement. The Company shall always maintain Directors & Officers (D&O) insurance coverage during Executive's employment.
11. Miscellaneous
This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements. Any amendments must be in writing and signed by both Parties.
Attorney's Fees. In the event any party is required to initiate arbitration or legal action to enforce this Agreement, the prevailing party shall be entitled to recover its full actual attorneys' fees and other reasonable expenses of litigation, unless otherwise required by law.
Binding Effect. This Agreement shall be for the benefit of and binding upon the parties hereto and their respective heirs, personal representatives, legal representatives, successors and assigns.
Severability. The invalidity of any one or more of the words, phrases, sentences, clauses, sections or subsections contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part thereof, all of which are inserted conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses, sections or subsections contained in this Agreement, or any part thereof shall be declared invalid. this Agreement shall be construed as if such invalid word or words, phrases, sentences, clauses, sections, or subsections had not been inserted. If such invalidity is caused by length of time the otherwise invalid provisions will be reduced to a period which would cure such invalidity.
Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning and interpretation of this Agreement.
Counterparts. This Agreement may be executed in counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement.
Section 409A of the Internal Revenue Code. Payments under this Agreement are intended to be exempt from Section 409A of the Internal Revenue Code and guidance under Section 409A concerning deferred compensation plans (collectively "Section 409A") and the Agreement will be construed accordingly. To the extent the payments could be subject to Section 409A, the Agreement shall be interpreted in a manner that complies with Section 409A. For example, the term "termination" shall be interpreted to mean a separation from service under Section 409A. Executive shall be solely responsible for all taxes and penalties should any payment be made pursuant to this Agreement be construed by the Internal Revenue Service or other agency as a payment of deferred compensation under any such plan. Conexeu Sciences Inc., and its affiliates, parent corporations and their employees shall not be responsible for such taxes and penalties.
12. Arbitration of All Disputes.
12.1 Agreement to Arbitrate. To ensure the timely and economical resolution of disputes that may arise between you and the Company, both you and the Company mutually agree that pursuant to the Federal Arbitration Act, 9 U.S.C. §1- 16, and to the fullest extent permitted by applicable law, you and the Company will submit solely to final, binding and confidential arbitration any and all disputes, claims, or causes of action arising from or relating to: (i) the negotiation, execution, interpretation, performance, breach or enforcement of this Agreement; or (ii) your employment with the Company (including but not limited to all statutory claims); or (iii) the termination of your employment with the Company (including but not limited to all statutory claims).
BY AGREEING TO THIS ARBITRATION PROCEDURE, BOTH YOU AND THE COMPANY WAIVE THE RIGHT TO RESOLVE ANY SUCH DISPUTES THROUGH A TRIAL BY JURY OR JUDGE OR THROUGH AN ADMINISTRATIVE PROCEEDING.
12.2 Arbitrator Authority. The arbitrator shall have the sole and exclusive authority to determine whether a dispute, claim or cause of action is subject to arbitration under this Section and to determine any procedural questions which grow out of such disputes, claims or causes of action and bear on their final disposition.
12.3 Individual Capacity Only. All claims, disputes, or causes of action under this Section, whether by you or the Company, must be brought solely in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences in this Section are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration.
12.4 Arbitration Process. Any arbitration proceeding under this Section shall be presided over by a single arbitrator and conducted by Judicial Arbitration and Mediation Services, Inc. ("JAMS") in Reno, Nevada, or as otherwise agreed to by you and the Company, under the then applicable JAMS rules for the resolution of employment disputes (available upon request and also currently available at http://www.jamsadr.com/rules-employment-arbitration/). You and the Company both have the right to be represented by legal counsel at any arbitration proceeding, at each party's own expense. The arbitrator shall: (i) have the authority to compel adequate discovery for the resolution of the dispute; (ii) issue a written arbitration decision, to include the arbitrator's essential findings and conclusions and a statement of the award; and (iii) be authorized to award any or all remedies that you or the Company would be entitled to seek in a court of law. The Company shall pay all JAMS arbitration fees in excess of the amount of court fees that would be required of you if the dispute were decided in a court of law.
12.5 Excluded Claims. This Section shall not apply to any action or claim that cannot be subject to mandatory arbitration as a matter of law, to the extent such claims are not permitted by applicable law to be submitted to mandatory arbitration and such applicable law is not preempted by the Federal Arbitration Act or otherwise invalid (collectively, the "Excluded Claims"). In the event you intend to bring multiple claims, including one of the Excluded Claims listed above, the Excluded Claims may be filed with a court, while any other claims will remain subject to mandatory arbitration.
12.6 Injunctive Relief and Final Orders. Nothing in this Section is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any final award in any arbitration proceeding hereunder may be entered as a judgment in the federal and state courts of any competent jurisdiction and enforced accordingly.
13. General Provisions
This Agreement, together with the Nondisclosure, Non-Solicit and Non-Compete Agreement, constitutes the entire agreement between you and the Company with regard to this subject matter and is the complete, final, and exclusive embodiment of the parties' agreement with regard to this subject matter. This Agreement is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations. Modifications or amendments to this Agreement, other than those changes expressly reserved to the Company's discretion in this letter, must be made in a written agreement signed by you and the Company's Chair of the Board. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction to the extent possible in keeping with the intent of the parties. Any waiver of any breach of any provisions of this Agreement must be in writing to be effective, and it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement. This Agreement is intended to bind and inure to the benefit of and be enforceable by you and the Company, and their respective successors, assigns, heirs, executors, and administrators. The Company may freely assign this Agreement, without your prior written consent. You may not assign any of your duties hereunder and you may not assign any of your rights hereunder without the written consent of the Company. This Agreement shall become effective as of the Effective Date and shall terminate upon your termination of employment with the Company. The obligations as forth under Sections 6, 7, 8, 9, 10, 11, 12, 13 and will survive the termination of this Agreement. All questions concerning the construction, validity and interpretation of this Agreement will be governed by the laws of the State of Nevada.
WHEREAS, the parties have formed, executed, and delivered this Agreement as of the Effective Date first set forth above.
CONEXEU SCIENCES INC.
/s/ Jeff Sharpe
Jeff Sharpe
Chair of the Board of Directors
Accepted and agreed:
/s/ Brian Pilcher
Brian Pilcher
Date: October 23, 2025
Exhibit A
ANNUAL INCENTIVE / CASH BONUS MILESTONES1
(1) $37,500 upon the date of the completion of a financing of $20 million at a minimum of a $150 million pre money market capitalization. If the financing completed is a minimum of $15 million at a minimum of $150 million pre money market capitalization, then then two-thirds of the $37,500 will be earned and paid out ($24,750).
(3) $37,500 upon the date of FDA clearance of the 510(k) bovine collagen 'wound care' product.
Note: (1) The two cash bonus milestones (annual incentive/short term Incentive (STI)) are provided based upon current expected timelines and strategy. If for any reason circumstances change out of the control of the employee regarding a further capital raise or an alternative regulatory strategy, the intent would be to modify these milestones in good faith and/or replace as deemed appropriate by the Compensation Committee and Conexeu board.
Exhibit B
EQUITY AWARDS
Initial Grant1:
- 0.5% in common shares of the Company on an issued and outstanding basis at the time of the Effective Date of this Agreement, to be immediately vested upon the Effective Date.
Milestone-Based Equity2
- 1.5% in common shares of the Company on an issued and outstanding basis split across 2 milestones:
- Milestone #1: 0.75% for an equity financing of at least $20 million at a pre money market capitalization of a minimum of $150 million. If only $15 million at a minimum pre money valuation of $150 million is completed, then two-thirds of the 0.75% or 0.5% will be granted.
- The 0.75% or 0.5% whichever occurs, will vest in 3 equal tranches of 1/3 of 0.75% or 1/3 of 0.5% each year for 3 years from the date of the milestone being achieved.
- Milestone #2: 0.75% for FDA clearance of the 510(k) or PMA using the Company's Extra Cellular Matrix with human collagen for an aesthetics product or application.
- The 0.75% will vest immediately upon Milestone #2 being achieved.
- Milestone #1: 0.75% for an equity financing of at least $20 million at a pre money market capitalization of a minimum of $150 million. If only $15 million at a minimum pre money valuation of $150 million is completed, then two-thirds of the 0.75% or 0.5% will be granted.
Note: (1) Initial Grant: The CMO "Equity Grant" amounts to 0.5% of equity on an issued and outstanding basis and vests immediately upon the Effective Date.
Note (2) Milestone-Based Equity: The CMO "Milestone-Based Equity" amounts to up to 1.5% of equity on an issued and outstanding basis. For Milestone #1 a maximum of 0.75% of equity will be issued and will vest at 0.33% per year. For Milestone #2 a maximum of 0.75% of equity will be issued and will vest immediately upon achieving Milestone #2.
Note (3) Automatic full vesting upon non-public Change of Control (IPO excluded).
Exhibit C
NON-DISCLOSURE, NON-SOLICIT & NON-COMPETE AGREEMENT
This Non-Disclosure, Non-Solicit & Non-Compete Agreement (this "Agreement") is entered into as of October 15, 2025, by and between Conexeu Sciences. Inc., a Reno, Nevada Corporation (the "Company"), and Brian Pilcher (the "Employee").
WHEREAS, the Company is a biotechnology company engaged in the research, development, and early-stage clinical validation of biomaterials designed for, including not limited to wound care, medical, veterinary, and dental and aesthetic regenerative applications, including tissue regeneration and reconstruction, utilizing a patented collagen hydro-gel and IP platform that is designed to support the body's natural tissue regeneration process. ("Business");
WHEREAS, the Company has invested substantial time, money and effort developing and maintaining goodwill, rapport and relationships with scientists, potential customers, vendors, and contractors ("Business Relationships") with whom the Company does business;
WHEREAS, the Company has invested significant time, money and effort developing and acquiring valuable information and documents related to its business that derive independent economic value from not being generally known or readily ascertainable including, but not limited to, client lists, referral source lists and records, vendor lists, accounts payable/receivable information, inventions, software, financial and banking information, contracts and contractual relationships, confidential and proprietary client data, and related proprietary information, all of which are confidential and proprietary to the Company and not generally known to the trade or industry;
WHEREAS, Employee desires to become employed with the Company in a special position of trust and confidence, learn and have access to the Company's confidential information and trade secrets, receive specialized software training from the Company, utilize its goodwill, rapport, and relationships with Company's Business Relationships, and be subject to the terms and covenants set forth herein.
NOW THEREFORE, in consideration of the foregoing recitals and the mutual promises contained in this Agreement, the Company and Employee agree as follows:
1. Confidential Information
Employee acknowledges that during employment, Employee will have access to and learn about confidential and proprietary information belonging to the Company, its affiliates, and partners ("Confidential Information"). Confidential Information includes, without limitation, trade secrets, research data, product formulations, protocols, business plans, investor lists, financial data, and technical information.
Employee agrees that during the term of the Agreement and continuing thereafter he will not directly or indirectly disclose to any individual, corporation, firm, or entity any of the Company's Confidential Information, nor use such Confidential Information in any manner except as required in the regular course of his/her employment with the Company. All notes, reports, plans, published memoranda, or other documents created, developed, generated or held by Employee during employment, concerning or related to the Company's business, and whether containing or relating to Confidential Information or not, and all tangible personal property of the Company entrusted to Employee or in Employee's direct or indirect possession or control, are the property of the Company, and will be promptly delivered to the Company and not thereafter used by Employee upon termination of Employee's employment for any reason whatsoever. Upon termination of Employee's employment with the Company, Employee further agrees to immediately return all (original and copies) of any trade secrets, confidential and proprietary information and training manuals of the Company which came into Employee's possession during his/her employment with the Company. Employee agrees to cooperate fully in promptly signing any such documents as may be necessary to transfer and perfect intellectual property rights to the Company in any documents or materials created by him/her during his/her employment with the Company that relate to the Company's Business.
2. Exclusions
Confidential Information does not include information that (a) becomes publicly known without breach of this Agreement, (b) was lawfully received from a third party without restriction, or (c) was independently developed by Employee without use of the Company's Confidential Information.
3. Ownership and Assignment of Inventions
Employee agrees that all inventions, discoveries, improvements, processes, designs, formulas, data, computer programs, and other works of authorship, whether patentable or not ("Inventions"), that Employee conceives or reduces to practice during the period of employment and that relate to the Company's current or anticipated business, shall be the sole and exclusive property of the Company.
Employee hereby assigns to the Company all rights, title, and interest in such Inventions and agrees to execute such further documents as the Company may reasonably request to confirm ownership and assist in obtaining protection for such Inventions.
4. Prior Inventions
Employee has attached hereto a list describing all inventions or improvements made prior to employment with the Company that belong to Employee and are not assigned to the Company ("Prior Inventions"). If no list is attached, Employee represents that there are no such Prior Inventions.
5. Return of Materials
Upon termination of employment, Employee shall immediately return all Company property, including equipment, notebooks, files, data, and any materials containing or embodying Confidential Information or Inventions.
6. Non-competition and non-solicitation.
Employee acknowledges and agrees that personal contacts and relationships are of great importance in procuring new business and retaining existing clients. Employee further acknowledges and agrees that the Company has devoted substantial time, money and effort developing and maintaining its contacts and relationships and establishing goodwill and rapport with customers and clients with whom it does business, as well as its employees and contractors. Therefore, Employee agrees as follows:
(a) During the term of his/her employment with the Company and for a period of twelve (12) months thereafter, Employee will not engage in, work for, be employed by, or perform services for a Competing Business. For purposes of this Agreement, "Competing Business" means the research, discovery, characterization, synthesis, formulation, development, manufacturing, improvement, commercialization, modification, or other exploitation of any biological or chemical entity, device, or method within the scope of the Company's current or anticipated business (regenerative collagen, injectable collagen gels and scaffolds) as described on the company's current website www.conexeu.com. Specifically:
- Wound Healing: Offerings in the research and development, manufacture, and commercialization of liquid, thermo-sensitive skin substitutes, and scaffolds for use in wound healing i.e., burns, tunnel wounds, diabetic foot ulcers and dehiscent wounds.
- Surgical reconstruction: Scaffolds, 3D personalized implants for regenerative tissue and bone repair.
- Medical Aesthetics: research and development regarding dermatological offerings associated with scaffolds, regeneration, skin healing, and aging.
The Restricted Territory means North America.
(b) During the term of his/her employment with the Company and for a period of one (1) year thereafter, Employee will not directly or indirectly contact, solicit or do business with any customers, vendors, or Referral Sources in the Restricted Area with whom the Employee had material contact while he/she worked at the Company for the purpose of providing services that are competitive with the Business of the Company. Employee further agrees not to utilize the contacts, goodwill, and rapport he/she established with any customers or referral sources to take away or divert business or income away from the Company to other persons or entities.
(c) During the term of his/her employment with the Company and for a period of one (1) year thereafter, Employee will not solicit, hire, employ, directly or indirectly solicit, induce, entice or attempt to hire, do business with or employ (for himself/herself or on behalf of any other individual or entity) in the Restricted Area any contractors, consultants, or persons employed by the Company with whom the Employee had material contact during the last twelve (12) months of Employee's employment .
7. Miscellaneous
This Agreement shall be binding upon and inure to the benefit of the Company, its successors, and assigns. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes any prior understandings.
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IN WITNESS WHEREOF
The Parties have executed this Agreement as of the date first written above.
EMPLOYER:
CONEXEU SCIENCES INC.
(Signature)
/s/ Jeff Sharpe
Jeff Sharpe
Chairman of the Board of Directors
October 23, 2025
EMPLOYEE:
/s/ Brian Pilcher
Brian Pilcher
October 23, 2025
PRIOR INVENTIONS
1. Prior Inventions Disclosure.
- Inventions:
- No Prior Inventions.
Dated: October 23, 2025
CERTAIN IDENTIFIED INFOMRAITON HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
CONEXEU SCIENCES
BOARD MEMBER AGREEMENT
This Board Member Agreement ("Agreement") is made and entered into as of October 23, 2025, by and between Conexeu Sciences, Inc., having offices at 50 West Liberty Street, Suite #880, Reno, Nevada, 89501 (the "Company"), and Dr. Z. Paul Lorenc located at [****] ("Board Member").
1. Appointment and Term
1.1 Appointment
The Company, by resolution of the Board of Directors (the "Board") hereby appoints the Board Member to serve on its Board effective as of the date hereof, subject to ratification by the Company's stockholders as may be required by applicable law or the Company's constating documents.
1.2 Term
The Board Member shall serve until the earlier of: (a) the Board Member's resignation, The Board Member's removal or termination in accordance with the Company's constating documents or the terms of this Agreement.
2. Duties and Responsibilities
2.1 General Duties
The Board Member agrees to serve the Company faithfully and diligently and agrees to act in the best interests of the Company and its stockholders.
2.2 Meetings
The Board Member shall attend all scheduled Board meetings (virtually or in person) and actively participate in Board and committee matters.
2.3 Conflicts of Interest
The Board Member shall promptly disclose any potential or actual conflicts of interest and shall recuse himself from any discussion or vote where any such a conflict exists.
3. Compensation and Reimbursement
3.1 Board Compensation
As compensation for service on the Board, the Board Member shall receive:
- A quarterly retainer of $15,000 commencing on November 1, 2025, to be paid in common shares of the Company based on the price of the most recent financing at the time, and or if the Company is publicly traded the 20 day volume weighted average pricing of the common shares immediately prior to the payment due. The Board Member agrees and acknowledges that all such common shares issued under this Agreement to the Board Member, for avoidance of doubt including the One-Time Equity Grant contemplated below, will be subject to escrow provisions, and all such common shares/ options/RSU's/warrants will be added upon each issuance to the Board Member's existing voluntary pooling agreement ("Escrow Agreement") dated March 14, 2025; and
- A one-time equity grant of 135,000 common shares of the Company, vesting immediately ("One-Time Equity Grant") subject to the approval of the Board and any other approvals as may be required.
-The Board Member will enter into a subscription agreement or such other agreements as may be required to receive the One-Time Equity Grant from the Company contemplated herein and will do so for each such payment in equity of the Company contemplated herein this Agreement.
3.2 Reimbursement
The Company shall reimburse the Board Member for reasonable and pre-approved out-of-pocket expenses incurred in connection with the Board Member's service.
4. Confidentiality and Intellectual Property
4.1 Confidentiality
The Board Member shall maintain in strict confidence all non-public information, including but not limited to financial data, strategic plans, intellectual property, business opportunities, and customer/vendor relationships.
4.2 Intellectual Property
The Board Member shall promptly disclose to the Company any inventions, improvements, or ideas related to the Business of the Company, including but not limited to, collagen, biomaterials and tissue regeneration (For the purposes of this provision, the "Business of the Company" means the research and development, manufacture, and commercialization of liquid, thermo-sensitive skin substitutes and scaffolds for use in wound healing - including but not limited to burns, tunnel wounds, diabetic foot ulcers and dehiscent wounds - as well as applications in aesthetic medicine as dermal fillers, biomaterials, and in surgical reconstruction as 3D personalized implants or scaffolds for regenerative tissue repair) that arise during their service, and hereby assigns to the Company all rights, title, and interest in any such intellectual property developed in connection with Company business.
5. Termination
This Agreement may be terminated:
- By either party with ninety (90) days' prior written notice;
- Immediately for "Cause" as construed under applicable common law; or
- Automatically upon resignation or removal from the Board.
6. Miscellaneous
7.1 Independent Contractor
The Board Member is an independent contractor and is not an employee of the Company by virtue of this Agreement.
7.2 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of law principles.
7.3 Entire Agreement
This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and representations.
IN WITNESS WHEREOF, the parties have executed this Board Member Agreement as of the Effective Date.
Conexeu Sciences, Inc.
By: /s/ Jeff Sharpe
Name: Jeff Sharpe
Title: CEO
Dr. Z. Paul Lorenc
EIN: [****]
Signature: /s/ Z. Paul Lorenc
Date: 10/23/2025
MEDICAL ADVISORY BOARD AGREEMENT
of
CONEXEU SCIENCES INC.
This Engagement Agreement ("Agreement") made and entered into this 23rd day of October, 2025, by and between Conexeu Sciences Inc., a company existing under the laws of Nevada ("Company"), and Dr. Z. Paul Lorenc, an individual residing in the State of New York, USA ("Advisor"). Company and Advisor may be referred to herein individually as "Party" or collectively as "Parties."
RECITALS
WHEREAS, Company desires to employ Advisor to serve as a member of the Medical Advisory Board of the Company upon the terms and conditions set forth in this Agreement;
WHEREAS, Advisor wishes to accept the engagement, upon the terms and conditions contained herein;
WHEREAS, the Parties to this Agreement wish to set forth in writing such terms and conditions.
NOW, THEREFORE, in consideration of the mutual promises and obligations set forth herein, Company and Advisor hereby agree as follows:
1. Engagement. Advisor's engagement under this Agreement shall commence on November 1, 2025 (the "Effective Date") and will continue indefinitely subject to the termination provisions set out herein (the "Term").
2. Position and Responsibilities. During the Term of Advisor's engagement hereunder, Advisor agrees to serve as a member of the Company' Medical Advisory Board, performing the relevant duties and responsibilities or an advisor to the board of directors. At all times, Advisor agrees to use best efforts in fulfilling the duties and services assigned by board of directors of the Company and to dedicate Advisor's time in amounts commensurate with what the duties and services require. Advisor shall devote their skills, training, knowledge, attention, energies, and best efforts to rendering professional medical and related advisory services on behalf of Company.
3. Commitment. Advisor shall act in the best interests of Company at all times. Advisor shall not accept nor hold any position as an Advisor, or any like position for or on behalf of any entity which is directly or indirectly in competition with the Company without the prior written approval of Company, which shall not be unreasonably conditioned or withheld.
4. Compensation and Reimbursement of Expenses.
a. Salary. For all services rendered by Advisor in any capacity during Advisor's engagement under this Agreement, Company shall pay Advisor as compensation a monthly base compensation the amount of USD $9900.00. Such base compensation shall be paid in common shares of the Company based on the price of the most recent financing at the time, and or if the Company is publicly traded the 20 day volume weighted average pricing of the common shares immediately prior to the payment due. The Board Member agrees and acknowledges that all such common shares issued under this Agreement to the Board Member, will be subject to escrow provisions, and all such common shares/ options/RSU's/warrants will be added upon each issuance to the Advisor's existing voluntary pooling agreement ("Escrow Agreement") dated March 14, 2025.
b. Transaction Bonus: In the event that the Advisor is directly responsible for the referral or introduction to a third party, that is arm's length, that makes an investment in the Company or its assets, or acquires all or portion of the Company's assets ( a "Transaction") then the Advisor will be entitled to fee equal to 2.5% of the value of the Transaction, to a maximum of $5 million. (a "Transaction Bonus"), which such Transaction Bonus may be paid in either either the form of consideration paid in connection with the Transaction, cash or equity or a blend thereof, at the sole discretion of the Company. In the event the Advisor is no longer an Advisor to the Company at the time of the completion of any Transaction that resulted from a direct introduction or referral from the Advisor, the Advisor is still entitled to the Transaction Bonus if such Transaction is completed within 12 months of the Termination of this Agreement. Advisor acknowledges and agrees that they will enter into such further agreements as may be required or advisable to give effect to the Transaction Bonus .
c. Stock Options: The Company has implemented a Stock Option Plan (the "Stock Option Plan"). The Company will grant to the Advisor NIL stock options ("Options") pursuant to the terms and conditions of the Stock Option Plan. Upon satisfaction of the vesting conditions set forth below and in accordance with the terms and conditions of the Stock Option Plan, upon exercise and the payment of $NIL to the Company, each option will entitle the Advisor to receive one (1) common share in the capital of the Company. The Stock Option certificate formalizing the grant will confirm the following terms (subject to the terms of the Stock Option Plan and all applicable securities laws and approval by any securities exchange or regulatory authorities as may be required):
(a) the expiry date of the Options will be the date that is five (5) years from the grant date (the "Expiry Date);
(b) the Advisor may elect to exercise the Options at any time after the date of grant and prior to the Expiry Date, subject to the satisfaction of the following vesting conditions:
(i) 0% of the Options will vest immediately on the date of grant;
(ii) 25% of the Options will vest on the date that is three (3) months from the date of grant;
(iii) 25% of the Options will vest on the date that is six (6) months from the date of grant;
(iv) 25% of the Options will vest on the date that is nine (9) months from the date of grant; and
(v) 25% of the Options will vest on the date that is twelve (12) months from the date of grant; and
(c) the Expiry Date may be accelerated in certain circumstances set out in the Stock Option Plan, including but not limited to, if the Advisor ceases to be an Advisor or officer of the Company.
(d) The Advisor shall be eligible to participate in the Company's other incentive plans that the Company has in place from time to time, subject to the terms of such plans, as the Board of Directors of the Company shall deem appropriate.
d. Expenses. Company shall pay or reimburse Advisor for all reasonable travel and other expenses incurred in the performance of their obligations under this Agreement. Any expense in excess of $500 per month shall require Company pre-approval in writing.
5. Restrictive Covenants
a. Non-Competition. During Advisor's engagement, Advisor shall not, directly or indirectly, anywhere within North America, without the prior written consent of Company, engage in, carry on, or be concerned with any business in direct competition with the Business of the Company. For the purposes of this provision, the "Business of the Company" means the research and development, manufacture, and commercialization of liquid, thermo-sensitive skin substitutes and scaffolds for use in wound healing - including but not limited to burns, tunnel wounds, diabetic foot ulcers and dehiscent wounds - as well as applications in aesthetic medicine as dermal fillers and in surgical reconstruction as 3D personalized implants or scaffolds for regenerative tissue repair.
b. Coverage Responsibilities. Advisor's responsibilities under this agreement shall be performed at such times as the Company deems necessary for the Company to fulfill its contractual agreements and business obligations. Although it is not anticipated that it will be necessary, in the event that the Company requires its providers to occasionally be "on call" after hours, weekends, and holidays, then Advisor agrees to make themself available as needed. Scheduling of times for professionals such as Advisor (both call schedules and regular schedules) shall be developed by the Company's manager and/or its designee.
c. Memberships. Advisor shall maintain current active medical memberships, including meeting all continuing medical education requirements.
d. Certifications. Advisor shall maintain such other current certifications as may from time to time be required by the Company, as long as such certifications are consistent with Advisor's education and training.
e. Non-Solicitation: During Advisor's engagement and for a period of twelve (12) months following termination of this Agreement (regardless of whether the termination is voluntary, involuntary, with or without cause, lawful or unlawful), Advisor shall not without prior written consent of Company, (i) hire or attempt to hire any Advisor or contractor of Company who was an Advisor or contractor of Company as of the date of termination of the Agreement to leave their engagement or engagement with Company, or (ii) affirmatively solicit any patient or customer of Company (or a patient or customer of any of Company's affiliates, subsidiaries, or partners) with whom they had contact with or received confidential information about during Advisor's engagement with Company, for the purpose of engaging in business competitive to Company. This non-solicitation covenant does not apply to existing relationships of Advisor prior to the commencement of engagement with Company.
f. Confidentiality. As used in this Agreement, the term "Confidential Information" relates to the business of Company and means (a) proprietary information of Company; (b) information marked or designated by Company as confidential; (c) information, whether or not in written form or designated as confidential, that is known to Advisor as being treated by Company as confidential; (d) the methods used by Company in the conduct of its business other than 'know-how' and matters attributable to general skill and experience; (e) the lists of Company relating to customers, patients, or Advisors/consultants; (f) information provided to Company by third parties that Company is obligated to keep confidential; (g) all information that Company provides to Advisor during the term of this Agreement that belongs to Company; and (h) medical reports, patient records, discoveries, ideas, designs, drawings, letters, manuals, contracts, patient lists, marketing plans, and financial and technical information of Company and its business. Advisor acknowledges that Advisor will have access to and knowledge of Company's Confidential Information, and that improper use or revelation of the same by Advisor to any third party could cause serious injury to the business of Company. Advisor agrees not to disclose Confidential Information to any third party, except as required by law or to Advisor's accountants or legal representatives.
g. Termination of this Agreement shall not terminate Advisor's obligations contained in this section 5. At the termination of Advisor's engagement with Company (whether voluntary or involuntary, lawful or unlawful, and with or without just cause), Advisor will promptly deliver to Company all equipment, keys, pass cards, credit cards, software, material, data, written correspondence, memoranda, communication, reports, or other documents or property pertaining to the business of Company or containing Confidential Information and all reproductions thereof, in Advisor's possession or control, and, to the extent practicable, shall also fully delete and destroy any electronic copies of any Confidential Information.
6. Termination of Engagement. This Agreement may be terminated in the following circumstances:
a. Termination for Cause. Company may terminate this Agreement at any time for just cause. If Advisor's engagement is terminated in accordance with this provision for just cause, Advisor will have no entitlement to any further notice of termination, payment in lieu of notice of termination, severance or termination pay, benefits or damages whatsoever.
b. Termination without Cause. Company may terminate Advisor's engagement in its sole discretion at any time, without cause, by providing Advisor with thirty (30) days' written notice.
c. Advisor Resignation. Advisor may resign their engagement with Company upon providing a minimum of thirty days' written notice to Company. Company may waive such notice, in whole or in part, in its sole discretion, save and except as may be required by the applicable engagement standards legislation.
7. Agreement Read, Understood. Advisor has carefully read and considered the provisions of this Agreement and agrees that all of the restrictions set forth are fair and reasonable and are reasonably required for the protection of the interests of Company. Advisor acknowledges that the goodwill and value of Company is enhanced by these provisions, and that said enhancement is desired by Advisor. The language in all parts of this Agreement shall in all cases be construed simply, as a whole, and in accordance with its fair meaning and not strictly for or against any party. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. The parties acknowledge and agree that each party has been given the opportunity to independently review this Agreement with legal counsel, and that each party has the requisite experience and sophistication to understand, interpret, and agree to the particular language of the provisions hereof. Accordingly, in the event of an ambiguity in or dispute regarding the interpretation of this Agreement, this Agreement shall not be interpreted or construed against the party preparing it.
8. Federal Income Tax Withholding. Company may withhold from any benefits payable under this Agreement all US federal, state, city, or other taxes as shall be required pursuant to any law or governmental regulation or ruling.
9. Effect of Prior Agreements. This Agreement contains the entire understanding between the parties hereto and supersedes any prior agreements between the parties. Advisor agrees that there are no collateral contracts or agreements between Advisor and Company, and that Company has not made any representations, including but not limited to negligent misrepresentation, except as specifically set forth in this Agreement.
11. Default.
a. "Event of Default", wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body):
(i) default in the payment of the compensation/salary to Advisor;
(ii) default in the performance, or breach, of any covenant or warranty of Company, and continuance of such default or breach for a period of thirty (30) days after there has been given, by registered or certified mail, to Company, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder;
(iii) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of Company in an involuntary case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging Company as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of Company under any applicable law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of Company or of any substantial part of the property of Company, or ordering the winding up or liquidation of Company's affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of thirty (30) consecutive days;
(iv) Company stopping payment of, or being unable to, or admitting an inability to, pay its debts (or any class of its debts) as they fall due, or being deemed unable to pay its debts, or being adjudicated or found bankrupt or insolvent or entering into any composition or other similar arrangements with its creditors under any applicable bankruptcy, insolvency, reorganization or other similar law; or
(v) an administrative or other receiver, manager, administrator, or other similar official being appointed in relation to Company or, as the case may be, in relation to the whole or a substantial part of the undertaking or assets of it, or an encumbrancer taking possession of the whole or a substantial part of the undertaking or assets of it, or a distress, execution, attachment, sequestration, or other process being levied, enforced upon, sued out, or put in force against the whole or a substantial part of the undertaking or assets of it and in any case (other than the appointment of an administrator) not being discharged, removed, or stayed within ninety (90) days.
b. Rescission and Annulment. If an Event of Default occurs and is continuing, then in every such case Advisor may rescind or terminate this Agreement and have no further obligations to perform under this Agreement.
12. Representations and Warranties. Advisor represents and warrants to the Company that:
a. they have the skills, training, knowledge, experience, and expertise required to perform the services required by this Agreement.
b. there are no disciplinary actions pending against Advisor; and
13. Indemnification.
Provided that Advisor acts honestly, in good faith and with a view to the best interests of Company at all times during the Term, the Parties acknowledge and agree that Advisor shall not be liable for any losses, claims, damages, liabilities, costs, and expenses (including attorney's fees and court costs) ("Claims") to which Company or Advisor may become subject, under any theory of liability whatsoever, arising out of or related to the provision of Advisor's services to Company pursuant to this Agreement, other than any proceeding initiated by Advisor or Company related to any contest or dispute between Advisor and Company with respect to this Agreement.
14. Release.
Intentionally deleted.
15. General Provisions.
a. Nonassignability. Neither this Agreement nor any right or interest hereunder shall be assignable by Advisor, Advisor's beneficiaries, or legal representatives without Company's prior written consent; provided, however, that nothing in this Paragraph 15(a) shall preclude: (i) Advisor from designating a beneficiary to receive any benefit payable hereunder upon Advisor's death, or (ii) the executors, administrators, or other legal representatives of Advisor or Advisor's estate from assigning any rights hereunder to the person or persons entitled thereunto.
b. No attachment. Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation or to execution, attachment, levy, or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void, and of no effect.
c. Binding agreement. This Agreement shall be binding upon, and inure to the benefit of, Advisor and Company and their respective permitted successors and assigns.
d. Amendment of Agreement. This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.
e. Waiver. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.
f. Severability. If, for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement not held to be invalid, and each such other provision shall, to the full extent consistent with law, continue in full force and effect. If any provision of this Agreement shall be held invalid in part, such invalidity shall in no way affect the rest of such provision not held so invalid, and the rest of such provision, together with all other provisions of this Agreement, shall, to the full extent consistent with law, continue in full force and effect.
g. Headings. The paragraph headings herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.
h. State and Federal Laws. Advisor recognizes that this Agreement at all times is to be subject to applicable state, local, and federal laws. Advisor further recognizes that this Agreement shall be subject to amendments in such laws and regulations and to new legislation such as a new federal or state health insurance program. Any provisions of law that invalidate, or are otherwise inconsistent with, the terms of this Agreement or that would cause one or both of the Parties to be in violation of law, shall be deemed to have superseded the terms of this Agreement; provided, however, that the Parties shall exercise their best efforts to carry out the terms and intent of this Agreement to the greatest extent possible consistent with the requirements of law.
h. Governing Law. This Agreement has been executed and delivered in the State of Nevada and its validity, interpretation, performance, and enforcement shall be governed by the laws of state of Nevada and the federal laws of the United States of America applicable therein.
i. Independent Legal Advice. Advisor acknowledges and agrees that Advisor had the opportunity to obtain independent legal advice regarding this Agreement and has either obtained such advice or has waived its right to obtain such advice.
j. Anti-Obsolescence. The terms and conditions of this Agreement shall govern Advisor's engagement relationship with Company, regardless of the length of engagement or any changes to the position, compensation, title and regardless of whether such change is material or otherwise.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first written above.
| Conexeu Sciences Inc. | Dr. Z. Paul Lorenc |
| /s/ Jeff Sharpe By: Jeff Sharpe Chairman of the Board of Directors |
/s/ Z. Paul Lorenc |
Advisory Agreement
Page 8 of 8
CERTAIN IDENTIFIED INFOMRAITON HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
CONEXEU SCIENCES
BOARD MEMBER AGREEMENT
This Board Member Agreement ("Agreement") is made and entered into as of October 23, 2025, by and between Conexeu Sciences, Inc., having offices at 50 West Liberty Street, Suite 880 Reno Nevada, USA 89501, (the "Company"), and Sebastain Purcell, located at [****] ("Board Member").
1. Appointment and Term
1.1 Appointment
The Company hereby appoints the Board Member to serve on its Board of Directors (the "Board") effective as of the date hereof, subject to confirmation by the Company's stockholders as required by applicable law and the Company's governing documents.
1.2 Term
The Board Member shall serve until the earlier of: (a) resignation, removal or termination in accordance with the Company's Bylaws or this Agreement; or (b) the appointment or election of a successor.
2. Duties and Responsibilities
2.1 General Duties
The Board Member agrees to serve the Company faithfully and diligently, and agrees to act in the best interests of the Company and its stockholders.
2.2 Meetings
The Board Member shall attend all scheduled Board meetings (virtually or in person) and actively participate in Board and committee matters.
2.3 Conflicts of Interest
The Board Member shall promptly disclose any potential or actual conflicts of interest and shall recuse himself from any discussion or vote where any such a conflict exists.
3. Compensation and Reimbursement
3.1 Board Compensation
As compensation for service on the Board, the Board Member shall receive:
- A quarterly retainer of $15,000; and
- An equity grant of NIL restricted stock units (RSUs) and/or options to purchase common shares of the Company, vesting over NIL years, with standard acceleration upon a change of control or termination without "Cause" as defined in Board Member's equity award agreement and in accordance with the Company's Stock Incentive Plan, a copy of which has been provided.
3.2 Reimbursement
The Company shall reimburse the Board Member for reasonable and pre-approved out-of-pocket expenses incurred in connection with Board service.
4. Confidentiality and Intellectual Property
4.1 Confidentiality
The Board Member shall maintain in strict confidence all non-public information, including but not limited to financial data, strategic plans, intellectual property, business opportunities, and customer/vendor relationships.
4.2 Intellectual Property
The Board Member shall promptly disclose to the Company any inventions, improvements, or ideas related to the Business of the Company, including but not limited to, collagen, biomaterials and tissue regeneration (For the purposes of this provision, the "Business of the Company" means the research and development, manufacture, and commercialization of liquid, thermo-sensitive skin substitutes and scaffolds for use in wound healing - including but not limited to burns, tunnel wounds, diabetic foot ulcers and dehiscent wounds - as well as applications in aesthetic medicine, collagen injectables, biomaterials, and in surgical reconstruction as 3D personalized implants or scaffolds for regenerative tissue repair) that arise during their service, and hereby assigns to the Company all rights, title, and interest in any such intellectual property developed in connection with Company business.
5. Termination
This Agreement may be terminated:
- By either party with thirty (30) days prior written notice;
- Immediately for "Cause" as defined in Board Member's equity award agreement; or
- Automatically upon resignation or removal from the Board.
6. Miscellaneous
7.1 Independent Contractor
The Board Member is an independent contractor and is not an employee of the Company by virtue of this Agreement.
7.2 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of law principles.
7.3 Entire Agreement
This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and representations.
IN WITNESS WHEREOF, the parties have executed this Board Member Agreement as of the Effective Date.
Conexeu Sciences, Inc.
By: /s/ Jeff Sharpe
Name: Jeff Sharpe
Title: Chairman of the Board of Directors
Sebastian Purcell
Signature: /s/ Sebastian Purcell
Date: October 23, 2025
CERTAIN IDENTIFIED INFOMRAITON HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
CONEXEU SCIENCES
BOARD MEMBER AGREEMENT
This Board Member Agreement ("Agreement") is made and entered into as of October 31, 2025, by and between Conexeu Sciences, Inc., having offices at 50 West Liberty Street, Suite 880 Reno Nevada, USA 89501, (the "Company"), and David Bogart, located at [****] ("Board Member").
1. Appointment and Term
1.1 Appointment
The Company hereby appoints the Board Member to serve on its Board of Directors (the "Board") effective as of the date hereof, subject to confirmation by the Company's stockholders as required by applicable law and the Company's governing documents.
1.2 Term
The Board Member shall serve until the earlier of: (a) resignation, removal or termination in accordance with the Company's Bylaws or this Agreement; or (b) the appointment or election of a successor.
2. Duties and Responsibilities
2.1 General Duties
The Board Member agrees to serve the Company faithfully and diligently, and agrees to act in the best interests of the Company and its stockholders.
2.2 Meetings
The Board Member shall attend all scheduled Board meetings (virtually or in person) and actively participate in Board and committee matters.
2.3 Conflicts of Interest
The Board Member shall promptly disclose any potential or actual conflicts of interest and shall recuse himself from any discussion or vote where any such a conflict exists.
3. Compensation and Reimbursement
3.1 Board Compensation
As compensation for service on the Board, the Board Member shall receive:
- A quarterly retainer of $15,000; and
- An equity grant of NIL restricted stock units (RSUs) and/or options to purchase common shares of the Company, vesting over NIL years, with standard acceleration upon a change of control or termination without "Cause" as defined in Board Member's equity award agreement and in accordance with the Company's Stock Incentive Plan, a copy of which has been provided.
3.2 Reimbursement
The Company shall reimburse the Board Member for reasonable and pre-approved out-of-pocket expenses incurred in connection with Board service.
4. Confidentiality and Intellectual Property
4.1 Confidentiality
The Board Member shall maintain in strict confidence all non-public information, including but not limited to financial data, strategic plans, intellectual property, business opportunities, and customer/vendor relationships.
4.2 Intellectual Property
The Board Member shall promptly disclose to the Company any inventions, improvements, or ideas related to the Business of the Company, including but not limited to, collagen, biomaterials and tissue regeneration (For the purposes of this provision, the "Business of the Company" means the research and development, manufacture, and commercialization of liquid, thermo-sensitive skin substitutes and scaffolds for use in wound healing - including but not limited to burns, tunnel wounds, diabetic foot ulcers and dehiscent wounds - as well as applications in aesthetic medicine, collagen injectables, biomaterials, and in surgical reconstruction as 3D personalized implants or scaffolds for regenerative tissue repair) that arise during their service, and hereby assigns to the Company all rights, title, and interest in any such intellectual property developed in connection with Company business.
5. Termination
This Agreement may be terminated:
- By either party with ninety (90) days prior written notice;
- Immediately for "Cause" as defined in Board Member's equity award agreement; or
- Automatically upon resignation or removal from the Board.
6. Miscellaneous
7.1 Independent Contractor
The Board Member is an independent contractor and is not an employee of the Company by virtue of this Agreement.
7.2 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of law principles.
7.3 Entire Agreement
This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and representations.
IN WITNESS WHEREOF, the parties have executed this Board Member Agreement as of the Effective Date.
Conexeu Sciences, Inc.
By: /s/ Jeff Sharpe
Name: Jeff Sharpe
Title: Chairman of the Board of Directors
David Bogart
Signature: /s/ David Bogart
Date: October 31, 2025
CERTAIN IDENTIFIED INFOMRAITON HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
CONEXEU SCIENCES
BOARD MEMBER AGREEMENT
This Board Member Agreement ("Agreement") is made and entered into as of October 31, 2025, by and between Conexeu Sciences, Inc., having offices at 50 West Liberty Street, Suite 880 Reno Nevada, USA 95801, (the "Company"), and Jeff Sharpe, located at [****] ("Board Member").
1. Appointment and Term
1.1 Appointment
The Company hereby appoints the Board Member to serve on its Board of Directors (the "Board") effective as of the date hereof, subject to confirmation by the Company's stockholders as required by applicable law and the Company's governing documents.
1.2 Term
The Board Member shall serve until the earlier of: (a) resignation, removal or termination in accordance with the Company's Bylaws or this Agreement; or (b) the appointment or election of a successor.
2. Duties and Responsibilities
2.1 General Duties
The Board Member agrees to serve the Company faithfully and diligently, and agrees to act in the best interests of the Company and its stockholders.
2.2 Meetings
The Board Member shall attend all scheduled Board meetings (virtually or in person) and actively participate in Board and committee matters.
2.3 Conflicts of Interest
The Board Member shall promptly disclose any potential or actual conflicts of interest and shall recuse himself from any discussion or vote where any such a conflict exists.
3. Compensation and Reimbursement
3.1 Board Compensation
As compensation for service on the Board, the Board Member shall receive:
- A quarterly retainer of $15,000; and
- An equity grant of NIL restricted stock units (RSUs) and/or options to purchase common shares of the Company, vesting over NIL years, with standard acceleration upon a change of control or termination without "Cause" as defined in Board Member's equity award agreement and in accordance with the Company's Stock Incentive Plan, a copy of which has been provided.
3.2 Reimbursement
The Company shall reimburse the Board Member for reasonable and pre-approved out-of-pocket expenses incurred in connection with Board service.
4. Confidentiality and Intellectual Property
4.1 Confidentiality
The Board Member shall maintain in strict confidence all non-public information, including but not limited to financial data, strategic plans, intellectual property, business opportunities, and customer/vendor relationships.
4.2 Intellectual Property
The Board Member shall promptly disclose to the Company any inventions, improvements, or ideas related to the Business of the Company, including but not limited to, collagen, biomaterials and tissue regeneration (For the purposes of this provision, the "Business of the Company" means the research and development, manufacture, and commercialization of liquid, thermo-sensitive skin substitutes and scaffolds for use in wound healing - including but not limited to burns, tunnel wounds, diabetic foot ulcers and dehiscent wounds - as well as applications in aesthetic medicine, collagen injectables, biomaterials, and in surgical reconstruction as 3D personalized implants or scaffolds for regenerative tissue repair) that arise during their service, and hereby assigns to the Company all rights, title, and interest in any such intellectual property developed in connection with Company business.
5. Termination
This Agreement may be terminated:
- By either party with ninety (90) days prior written notice;
- Immediately for "Cause" as defined in Board Member's equity award agreement; or
- Automatically upon resignation or removal from the Board.
6. Miscellaneous
7.1 Independent Contractor
The Board Member is an independent contractor and is not an employee of the Company by virtue of this Agreement.
7.2 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of law principles.
7.3 Entire Agreement
This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and representations.
IN WITNESS WHEREOF, the parties have executed this Board Member Agreement as of the Effective Date.
Conexeu Sciences, Inc.
By: /s/ Miles Harrison
Name: Miles Harrison
Title: CEO and Director
Jeff Sharpe
Signature: /s/ Jeff Sharpe
Date: October 31, 2025
CERTAIN IDENTIFIED INFOMRAITON HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
CONEXEU SCIENCES
BOARD MEMBER AGREEMENT
This Board Member Agreement ("Agreement") is made and entered into as of October 31, 2025, by and between Conexeu Sciences, Inc., having offices at 50 West Liberty Street, Suite 880 Reno Nevada, USA 89501, (the "Company"), and Aaron Farberg, located at [****] ("Board Member").
1. Appointment and Term
1.1 Appointment
The Company hereby appoints the Board Member to serve on its Board of Directors (the "Board") effective as of the date hereof, subject to confirmation by the Company's stockholders as required by applicable law and the Company's governing documents.
1.2 Term
The Board Member shall serve until the earlier of: (a) resignation, removal or termination in accordance with the Company's Bylaws or this Agreement; or (b) the appointment or election of a successor.
2. Duties and Responsibilities
2.1 General Duties
The Board Member agrees to serve the Company faithfully and diligently, and agrees to act in the best interests of the Company and its stockholders.
2.2 Meetings
The Board Member shall attend all scheduled Board meetings (virtually or in person) and actively participate in Board and committee matters.
2.3 Conflicts of Interest
The Board Member shall promptly disclose any potential or actual conflicts of interest and shall recuse himself from any discussion or vote where any such a conflict exists.
3. Compensation and Reimbursement
3.1 Board Compensation
As compensation for service on the Board, the Board Member shall receive:
- A quarterly retainer of $15,000; and
- An equity grant of NIL restricted stock units (RSUs) and/or options to purchase common shares of the Company, vesting over NIL years, with standard acceleration upon a change of control or termination without "Cause" as defined in Board Member's equity award agreement and in accordance with the Company's Stock Incentive Plan, a copy of which has been provided.
3.2 Reimbursement
The Company shall reimburse the Board Member for reasonable and pre-approved out-of-pocket expenses incurred in connection with Board service.
4. Confidentiality and Intellectual Property
4.1 Confidentiality
The Board Member shall maintain in strict confidence all non-public information, including but not limited to financial data, strategic plans, intellectual property, business opportunities, and customer/vendor relationships.
4.2 Intellectual Property
The Board Member shall promptly disclose to the Company any inventions, improvements, or ideas related to the Business of the Company, including but not limited to, collagen, biomaterials and tissue regeneration (For the purposes of this provision, the "Business of the Company" means the research and development, manufacture, and commercialization of liquid, thermo-sensitive skin substitutes and scaffolds for use in wound healing - including but not limited to burns, tunnel wounds, diabetic foot ulcers and dehiscent wounds - as well as applications in aesthetic medicine, collagen injectables, biomaterials, and in surgical reconstruction as 3D personalized implants or scaffolds for regenerative tissue repair) that arise during their service, and hereby assigns to the Company all rights, title, and interest in any such intellectual property developed in connection with Company business.
5. Termination
This Agreement may be terminated:
- By either party with ninety (90) days prior written notice;
- Immediately for "Cause" as defined in Board Member's equity award agreement; or
- Automatically upon resignation or removal from the Board.
6. Miscellaneous
7.1 Independent Contractor
The Board Member is an independent contractor and is not an employee of the Company by virtue of this Agreement.
7.2 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of law principles.
7.3 Entire Agreement
This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and representations.
IN WITNESS WHEREOF, the parties have executed this Board Member Agreement as of the Effective Date.
Conexeu Sciences, Inc.
By: /s/ Jeff Sharpe
Name: Jeff Sharpe
Title: Chairman of the Board of Directors
Aaron Farberg
Signature: /s/ Aaron Farberg
Date: October 31, 2025
CERTAIN IDENTIFIED INFOMRAITON HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
ADDENDUM NO. 1 TO CONSULTING SERVICES AGREEMENT
This Addendum No. 1 (the "Addendum") is made and fully executed on this the 3rd day of November 2025 (the "Execution Date"), by and between David R. Bogart (the "Consultant") of [****] and Conexeu Sciences Inc. (the "Company"), of 50 W Liberty Street, Unit 880, Reno, Nevada 89501 USA (and each of the Consultant and the Company being a "Party" or, in combination, the "Parties", as the context requires.)
WHEREAS, the Company and the Consultant entered into a Consulting Services Agreement dated May 14, 2025 (the "Agreement").
AND WHEREAS, the Parties now desire to amend the compensation terms set forth in the Agreement, effective November 1, 2025 (the "Effective Date"), as further set out herein.
AGREEMENT
1. Amendment to Compensation
Effective November 1, 2025, the compensation provisions relating to the Consultant's monthly fee under the Agreement are hereby amended. Notwithstanding any provision to the contrary in Section 3 (Compensation) of the Agreement, the Company shall pay the Consultant a monthly fee of Nine Thousand Nine Hundred U.S. Dollars ($9,900 USD) per month for the Consulting Services.
2. Effect of Addendum
Except as explicitly amended by this Addendum, all other terms and conditions of the original Consulting Services Agreement dated May 14, 2025, shall remain in full force and effect. The terms and conditions of this Addendum shall be deemed incorporated into the Agreement.
3. Counterparts
This Addendum may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have executed this Addendum as of the Execution Date first written above.
| CONEXEU SCIENCES INC. | DAVID R. BOGART |
| By: | Consultant: |
| /s/ Jeff Sharpe________________ | /s/ David Bogart______________ |
| Name: Jeff Sharpe | Name: David R. Bogart |
| Title: Chairman of the Board of Directors |
CERTAIN IDENTIFIED INFOMRAITON HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
SEPARATION AGREEMENT AND RELEASE (the "Agreement")
Between
Conexeu Sciences Inc., a company with an address at Suite 880-50 West Liberty Street, Reno Nevada, 89501 USA
(the "Company")
And
N3GU Investments LLC, a company with an address of [****]
("N3GU")
and Michael Wright, an individual with an address at [****], in his individual capacity as the former director of the Company
("Wright", together with N3GU, the "Consultant")
(Collectively the "Parties")
WHEREAS:
A. N3GU provided services to the Company as a consultant, through Wright, acting as principal, under that certain Consulting Services Agreement dated May 14, 2025 (the "Consulting Agreement") which has been terminated;
B. Wright served as a director of the Company and has resigned from such position; and
C. The Parties have agreed to resolve any claims relating to the cessation of Consultant's engagement with the Company on the basis set out in this Agreement.
NOW THEREFORE for the good and valuable consideration which is set out below in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Termination and Payment Provisions
1. The Consultant was terminated by the Company effective October 23, 2025 (the "Termination Date").
2. The Company will provide an amount equivalent to five months of the Consultant's fee in the amount of $50,000 USD (the "Payment") within three (3) business days after full execution and delivery of this Agreement, by wire transfer.
3. The Company will extend the Consultant's 50,000 stock options with an exercise price of $0.40 per option share (the "Options") to remain exercisable for the full five-year term from the original date of grant, rather than expiring 90 days following termination or resignation. In connection with the extension of the Options, the Company will make the term of this Agreement equal to the extended term of the Options such that the Consultant remains an eligible participant in the Company stock option plan. The Options referenced herein are held personally by Wright. The company acknowledges that the extension of the Options complies with the applicable equity plan, the option agreement, and all applicable securities and tax laws. There will be no additional vesting with respect to the Options and the Company shall not amend the equity plan or option agreement in a manner that materially impairs exercisability of these Options as extended.
Release and Restrictive Covenants
4. In consideration of the above terms of settlement, the Consultant will sign the Release and Indemnity which is attached as Schedule "A" to this Agreement (the "Release").
5. The Consultant shall not directly or indirectly, in any way, use or disclose to any person any Confidential Information (as defined below). The Consultant confirms and acknowledges the Consultant's duty to use the Consultant's best efforts to protect the Confidential Information, not to misuse such information, and to protect such Confidential Information from any misuse, misappropriation, harm or interference by others in any manner whatsoever. The Consultant agrees to protect the Confidential Information regardless of whether the information was disclosed in verbal, written, electronic, digital, visual or other form, and the Consultant hereby agrees to give notice immediately to the Company of any unauthorized use or disclosure of Confidential Information of which the Consultant becomes aware. The Consultant further agrees to assist the Company in remedying any such unauthorized use or disclosure of Confidential Information. In the event that the Consultant is required to disclose to third parties any Confidential Information or any memoranda, opinions, judgments or recommendations developed from the Confidential Information, by law, valid court order or subpoena, the Consultant will, prior to disclosing such Confidential Information, provide the Company with prompt written notice of such request(s) or requirement(s) so that the Company may seek appropriate legal protection or waive compliance with the provisions of this Agreement. The Consultant will not oppose action by, and will cooperate with, the Company to obtain legal protection or other reliable assurance that confidential treatment will be accorded the Confidential Information. Notwithstanding any provision of this Agreement to the contrary, nothing herein shall prevent the Consultant from disclosing Confidential Information solely as required for the Consultant's legitimate legal or tax purposes. Such disclosure shall only be made to a duly licensed attorney or qualified tax professional, and only to the extent necessary for such purposes. The Consultant shall ensure that any recipient of the Confidential Information is bound by professional or contractual obligations of confidentiality no less restrictive than those set forth in this Agreement.
"Confidential Information" means information disclosed or accessible to the Consultant or acquired by the Consultant as a result of its engagement with the Company and which is not in the public domain or otherwise required to be publicly disclosed by applicable law and includes, but is not limited to, information relating to the Company's or any of their affiliates' current, future or proposed products/services, development of new or improved products/services, marketing strategies, sales or business plans, the names and information about the Company's past, present and prospective customers and clients, the Company's employees (including, without limitation, compensation information and performance reviews), employee handbooks and documents related to the Company's internal processes and procedures, source code, inventions, discoveries, business methods, trade secrets, compositions, technical data, records, reports, presentation materials, interpretations, forecasts, formulae, projects, personnel data, compensation arrangements, budgets, financial statements, contracts and commercial documents, suppliers, manufacturers and any information received by the Company from third parties pursuant to an obligation of confidentiality. For clarity, this Agreement shall form part of the Confidential Information.
6. If the Consultant breaches any of the terms set out in paragraphs 4 through 9 of this agreement, or the provisions of the Release, the Company reserves the right to demand repayment of the Payment and to immediately terminate Options.
General Provisions
7. This Agreement is not to be construed as an admission of liability on the part of the Company for any wrongful or unlawful conduct and any such liability is expressly denied.
8. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors, permitted assigns and, in the case of the Consultant, personal representatives. The Consultant may not assign, delegate or otherwise transfer any of the Consultant's rights, interests or obligations in this Agreement without the prior written approval of the Company.
9. No amendment of any provision of this Agreement will be valid unless the amendment is in writing and signed by the Company and the Consultant. No waiver of any provision of this Agreement will be valid unless the waiver is in writing and signed by the waiving party.
10. Each provision of this Agreement is severable from every other provision of this Agreement. Any determination by a court of competent jurisdiction that a provision of this Agreement is invalid or unenforceable will not affect the validity or enforceability of any other provision hereof. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
11. The section headings in this Agreement are inserted for convenience only and are not intended to affect the interpretation of this Agreement.
12. This Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same agreement.
13. This Agreement and Schedule A constitutes the entire agreement between the Parties with respect to the subject matter addressed herein and supersedes all other agreements or understandings (whether written or oral and whether express or implied) that may exist between the Parties, with the exception of any agreements concerning confidentiality, non-competition or non-solicitation agreements, all of which agreements will remain in full force and effect, are hereby incorporated by reference, and the Consultant hereby reconfirms its continuing obligation to abide by any such agreements. Provided that for a period of one (1) year following the termination of the Consulting Agreement, Consultant may initiate contact or communication in good faith with directors, officers, representatives, agents, or employees of Conexeu for legitimate personal reasons, provided that any such communication does not concern Conexeu, its business, operations, or affairs, and does not involve or disclose any Confidential Information.
14. The Consultant acknowledges and agrees that it has not relied on any statement or representation, oral, written or otherwise, which is not contained in this Agreement. The Consultant acknowledges that it has read this Agreement in its entirety, fully understands its meaning and is executing this Agreement voluntarily and of its own free will with full knowledge of its significance. The Consultant acknowledges and warrants that it has had sufficient opportunity to consider the terms and provisions of this Agreement and that it has had an opportunity to obtain independent legal advice prior to executing this Agreement.
15. The Parties agree that this Agreement will be governed at all times by the laws of the state of Nevada and of the United States, as applicable.
This Agreement has been executed by the parties this 4th day of November, 2025.
Conexeu Sciences Inc.
/s/ Stephen D. Inouye
Authorized Signatory
N3GU Investments LLC
/s/ Michael Wright
Michael Wright
President
Michael Wright
/s/ Michael Wright
SCHEDULE A
MUTUAL RELEASE & INDEMNITY
Conexeu Sciences Inc. (the "Company") acknowledges and agrees as follows:
The Company, for itself and its current and former parents, subsidiaries, affiliates, successors and assigns, hereby releases and forever discharges N3GU Investments LLC and Michael Wright (in his individual and former director capacities) from all actions, causes of actions, proceedings, claims, demands or complaints, that the Company now has or may hereafter have against the Consultants, including, without limitation, any claim, whether known or unknown on the date hereof, based upon, arising out of or in any way related to N3GU's engagement by the Company as an independent contractor or the termination of that engagement, and Wright's engagement relating to the Consulting Agreement, whether pursuant to statute, contract, civil law, tort (extra-contractual liability) or otherwise.
The Company acknowledges and agrees that no disparaging or negative statements or remarks or communications of any kind will be made about the Consultant about its business, products, officers, directors or employees, to anyone. The Company's obligation hereunder binds its officers and directors acting in their capacities as such.
Michael Wright agrees as follows:
I, Michael Wright, on my own behalf, on behalf of N3GU Investments LLC ("N3GU") and on behalf of my heirs, executors, administrators, successors and assigns, in consideration of the terms in the Agreement, and for other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, hereby release and forever discharge Conexeu Sciences Inc., hereinafter together called the "Company", which term includes all current and former parent, subsidiary, related and affiliated corporations and divisions and all of its and their current and former officers, directors, agents, employees, successors and assigns, of and from all actions, causes of actions, proceedings, claims, demands or complaints that I had, now have or may hereafter have against the Company, including, without limitation, any claim, whether known or unknown on the date hereof, based upon, arising out of or in any way related to N3GU's engagement by the Company as an independent contractor or the termination of that engagement, whether pursuant to statute, contract, civil law, tort (extra-contractual liability) or otherwise, including any claim I may have on the basis that I was an employee or dependent contractor of the Company.
Without limiting the generality of the foregoing, and notwithstanding my acknowledgement that N3GU is an independent contractor and I am performing all services through N3GU within the United States and am therefore not entitled to protection under Canadian employment law, I specifically release the Company from any claims or complaints, whether known or unknown on the date hereof and to the extent permitted by applicable law, that I may have on account of any alleged negligent misrepresentation, inducement or enticement by the Company, or may have pursuant to any provisions of the Act Respecting Labour Standards (Québec) (Loi sur les normes du travail), the Charter of Human Rights and Freedoms (Québec) (Charte des droits et libertés de la personne), or any other applicable legislation of Canada or the United States, or any claims relating to discrimination, including but not limited to any claims or complaints with respect to workplace discrimination, harassment, sexual harassment and violence, whether related to my engagement or more broadly under the civil law or any applicable statute.
I ACKNOWLEDGE that N3GU has been properly classified as an independent contractor and as such that neither I nor N3GU have had any employee entitlements at any time during N3GU's engagement with the Company or following the termination of that engagement, whether pursuant to statute, including any provisions of the Act Respecting Labour Standards (Québec) or any other applicable employment standards legislation of Canada or the United States, contract, civil law, tort or otherwise, including, without limiting the generality of the foregoing, any accrued, present or future claims for pay, salary, wages, notice of termination or pay in lieu of such notice, severance pay, overtime pay, flex time or banked time, interest, commissions, bonuses, car allowances, options, shares, equity, profit sharing, pension or RRSP entitlements, incentive payments, benefits, fringe benefits, benefits coverages, holiday pay, vacation pay, advantages, allowances and damages (including damages on account of negligent misrepresentation). I further acknowledge that the consideration set out in the Letter exceeds any potential entitlements I may have otherwise had as an employee pursuant to any provisions of the Act Respecting Labour Standards (Québec) or any other applicable employment standards legislation of Canada or the United States.
AND FOR THE SAID CONSIDERATION I FURTHER COVENANT AND AGREE to save harmless, indemnify and defend the Company (and each of them) from and against all claims, charges, taxes, premiums, payments, withholdings, deductions, assessments or penalties or demands which may be made by the Canada Revenue Agency, or any other governmental agency or official requiring the Company to pay income tax, charges, taxes, premiums, payments, withholdings, deductions, assessments or penalties under the Income Tax Act (Canada), the Employment Insurance Act (Canada), or any other statute of Canada or the United States, in respect of any income tax or other statutory premiums, withholdings, deductions, remittances, payments or charges payable by me in excess of income tax or other statutory premiums, withholdings, deductions, remittances, payments or charges previously withheld on account of monies payable to me by the Company.
I ACKNOWLEDGE and confirm that I have knowledge of my rights under the applicable human rights legislation of Canada or the United States, and that I have no complaint of any kind arising under any such human rights legislation against the Company as of or prior to the date of the execution of this Release and Indemnity. I expressly acknowledge that I have not filed and will not file any complaint or claim against the Company with any statutory agency in Canada or U.S. authority, in respect of N3GU's engagement with the Company as an independent contractor or the termination of that engagement.
I AGREE not to make any claim or take any proceeding in connection with any of the claims released by virtue of the preceding paragraphs against any other person or corporation who might claim contribution or indemnity from the Company by virtue of the said claim or proceeding.
I FURTHER AGREE that, except as may be specifically required by law, I will neither disclose to any third party, nor use for my own benefit or for the benefit of any third party, any Company Confidential and Proprietary Information. "Confidential and Proprietary Information" includes, but is not limited to: information concerning the Company's policies and practices; financial, cost, pricing, products and services, business, marketing, and sales information, plans and strategies of the Company or its clients; information concerning the Company's product development and intellectual property; the Company's customer lists, customer contacts, and customer information; and Company trade secrets, not in the public domain. I further represent that I have taken and agree that in future I will take appropriate precautions to safeguard against the disclosure of any Confidential and Proprietary Information to any third party.
I REPRESENT that I have remitted to the Company, without keeping any copy or excerpt (electronic or otherwise), all property of the Company in my possession or control, including but not limited to all files, documents, agreements, legal documents, manufacturing and marketing data, as well as any document or good of any nature whatsoever, whether or not it contains Confidential and Proprietary Information.
I ACKNOWLEDGE AND AGREE that I have not, and agree that I will not, make any disparaging or negative statements or remarks or communications of any kind about the Company, its business, products, officers, directors or employees, to anyone. This obligation hereunder binds N3GU and its officers and directors acting in their capacities as such.
I AGREE that upon reasonable request, I will provide reasonable cooperation regarding matters relating to his services, provided such cooperation does not unreasonably interfere with his other commitments; the Company will reimburse reasonable, pre-approved out-of-pocket costs.
I FURTHER AGREE that I have read this Release and Indemnity and agree that I shall be bound by all of the terms set out herein. I further represent that I have had a reasonable opportunity to obtain independent legal advice with respect to those documents and understand that they contain, among other things, a full and final release of all past, present and future claims that I have, have had or may have against the Company relating to my engagement by the Company as an independent contractor or the termination of that engagement.
I HEREBY ACKNOWLEDGE that there is no admission of liability on the part of the Company, and any such liability is denied.
I UNDERTAKE to hold in strict confidence and not disclose to anyone, save for my legal and financial advisors and my spouse (on condition that they each undertake in advance to hold such information in strict confidence and not disclose it to anyone) or as required by law, the existence and terms of this settlement and any and all of the terms of this Release and Indemnity. I acknowledge that this is a fundamental and material term of this Release and Indemnity and my settlement with the Company.
FINALLY, I CONFIRM that I have not relied on any statement or representation, oral, written or otherwise, which is not contained in this Release and Indemnity or the Letter and that I execute this Release and Indemnity freely, voluntarily and without duress.
DATED at this 4th day of November, 2025
/s/ Michael Wright
N3GU Investments LLC
Per: Michael Wright
/s/ Michael Wright
Michael Wright
/s/ Stephen D. Inouye
Conexeu Sciences Inc.
Per: Steve Inouye
VOLUNTARY POOLING AGREEMENT
THIS AGREEMENT is made effective the day of [●].
AMONG:
CONEXEU SCIENCES INC., a company existing under the laws of the Province of British Columbia
(the "Company")
AND:
[●], having an address at [●]
(the "Shareholder")
WHEREAS, the Shareholder has agreed to pool all the common shares in the capital of the Company (the "Shares") that are held by the Shareholder, as set out in Schedule "A", to be held in escrow pursuant to the terms set out herein.
NOW THEREFORE in consideration of the covenants contained in this Agreement and other good and valuable consideration, including the payment of $1 from the Company to the Shareholder (the receipt and sufficiency of which is acknowledged), the parties hereto agree as follows:
1. General Restriction on Sales, Pledges, etc.
The Shareholder shall not directly or indirectly sell, assign, transfer, pledge, mortgage, or otherwise dispose of or encumber any legal or beneficial interest in the Shares subject to such Pool Term (each of which is a "Transaction") or any portion thereof, nor shall it agree to do any such Transaction, whether or not any such Transaction is not to be effective until such time as the Shares have been released from the Voluntary Pool in accordance with Section 4 hereof.
2. Voting of Shares in Pool
All and any voting rights attached to the Shares shall at all times be exercised by the Shareholder, and all rights attached thereto including the right to receive payment of any dividends shall be for the benefit of the Shareholder.
3. Non-Applicability of Standstill Clause
The restrictions in Section 1 do not apply to the Shareholder in the case of a take-over bid, amalgamation, arrangement, merger or similar transaction of the Company by a third party who is arm's length to the Company.
- 2 -
4. Release of Pooled Shares
The Shares will be subject to voluntary restrictions on resale, pursuant to which the Shares will be subject to a voluntary pool (the "Voluntary Pool") from the date of this Agreement, with the release of 100% of the Shares occurring on the date that is twelve (12) months (the "Pool Term") from the date the Shares are listed on a stock exchange or trading system in North America.
5. Termination
This Agreement may be terminated upon the written agreement of all parties.
6. Reorganizations, etc.
If, during the period in which any of the Shares are retained in escrow pursuant to this Agreement, a reorganization affecting the share capital occurs, then and in each such event, the Shares shall be released and replaced by the shares of stock and other securities and property upon the terms and conditions provided in the relevant reorganization documents.
7. Further Assurance
The parties shall, upon reasonable request and without unreasonable delay, execute and deliver any further documents or assurances and perform any acts necessary to carry out the intent and purposes of this Agreement. The Shareholder will allow a representative of the Company to inspect, at Company's costs, the physical certificate or other instrument representing the Shares in order to ensure compliance with this Agreement during normal business hours on reasonable notice to the Shareholder provided that such inspections will not unduly impact or impede the ordinary business operations of the Shareholder.
8. Time
Time is of the essence of this agreement.
9. Governing Laws and Venue
This agreement shall be construed in accordance with and governed by the laws of British Columbia and the laws of Canada applicable in British Columbia. The parties attorn to British Columbia in the event of any legal proceedings involving this Agreement.
10. Counterparts
This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, will constitute an original and all of which together will constitute one instrument. Each party hereto will be entitled to rely on delivery by facsimile or electronically delivered portable document format (PDF) of an executed copy of this Agreement and acceptance by a party of such facsimile or PDF copy will be equally effective to create a valid and binding agreement between the parties in accordance with the terms hereof.
11. Notices
All notices that may be or are required to be given pursuant to any provision of this Agreement are to be given or made in writing and served personally, delivered by courier or sent by facsimile or other electronic transmission:
- 3 -
(a) in the case of the Company, to:
Conexeu Sciences Inc.
c/o Suite 880, 50 West Liberty Street
Reno, Nevada, 89501, USA
Attention: [●]
Email: [●]
with a copy (which shall not constitute notice) to:
McMillan LLP
Suite 1500, 1055 West Georgia Street
Vancouver, BC, V6E 4N7
Attention: [●]
Email: [●];
(b) in the case of the Shareholder, to the address provided above.
12. Independent Legal Advice
THE SHAREHOLDER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT HAS BEEN PREPARED BY MCMILLAN LLP, AS LEGAL COUNSEL TO THE COMPANY, AND THAT AT NO TIME HAS MCMILLAN LLP PROVIDED LEGAL ADVICE TO THE SHAREHOLDER, AND THE SHAREHOLDER HEREBY ACKNOWLEDGES AND DECLARES THAT THEY HAVE EITHER SOUGHT THE REQUISITE INDEPENDENT LEGAL ADVICE IN CONNECTION WITH THE ENTERING INTO OF THIS AGREEMENT OR HAS WAIVED THEIR RIGHT THERETO.
13. Enurement
This agreement enures to the benefit of and is binding on the parties and their heirs, executors, administrators, successors and permitted assigns.
[Signature Page Follows]
- 4 -
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto on the day and year first written above.
CONEXEU SCIENCES INC.
Per: _______________________________________________
Name: [●]
Title: [●]
[●]
Per: _______________________________________________
Name: [●]
Title: [●]
- 5 -
Schedule "A"
|
Shareholder Name |
Number of Pooled Shares |
|
[●] |
[●] |
VOLUNTARY POOLING AGREEMENT
THIS AGREEMENT is made effective the _____day of [●].
AMONG:
CONEXEU SCIENCES INC., a company existing under the laws of the Province of British Columbia
(the "Company")
AND:
[●], having an address at [●]
(the "Shareholder")
WHEREAS:
(A) the Company contemplates listing its common shares on a stock exchange or trading system in North America (the "Listing"); and
(B) in connection with the Listing, the Shareholder has agreed to pool all the common shares in the capital of the Company (the "Shares") that are held by the Shareholder, as set out in Schedule "A", to be held in escrow pursuant to the terms set out herein.
NOW THEREFORE in consideration of the covenants contained in this Agreement and other good and valuable consideration, including the payment of $1 from the Company to the Shareholder (the receipt and sufficiency of which is acknowledged), the parties hereto agree as follows:
1. General Restriction on Sales, Pledges, etc.
The Shareholder shall not directly or indirectly sell, assign, transfer, pledge, mortgage, or otherwise dispose of or encumber any legal or beneficial interest in the Shares subject to such Pool Term (each of which is a "Transaction") or any portion thereof, nor shall it agree to do any such Transaction, whether or not any such Transaction is not to be effective until such time as the Shares have been released from the Voluntary Pool in accordance with the release schedule in Section 4 hereof.
2. Voting of Shares in Pool
All and any voting rights attached to the Shares shall at all times be exercised by the Shareholder, and all rights attached thereto including the right to receive payment of any dividends shall be for the benefit of the Shareholder.
- 2 -
3. Non-Applicability of Standstill Clause
The restrictions in Section 1 do not apply to the Shareholder in the case of a take-over bid, amalgamation, arrangement, merger or similar transaction of the Company by a third party who is arm's length to the Company.
4. Release of Pooled Shares
The Shares will be subject to voluntary restrictions on resale, pursuant to which the Shares will be subject to a voluntary pool (the "Voluntary Pool") for a period of twelve (12) months from the date of this Agreement and for a period of thirty-six (36) months (the "Pool Term") from the date the Company may complete the Listing (the "Listing Date"), with releases occurring on the following schedule:
|
12 months after the Listing Date |
20% of the Shares |
|
18 months after the Listing Date |
20% of the Shares |
|
24 months after the Listing Date |
20% of the Shares |
|
30 months after the Listing Date |
20% of the Shares |
|
36 months after the Listing Date |
All remaining Shares |
5. Termination
This Agreement may be terminated upon the written agreement of all parties.
6. Reorganizations, etc.
If, during the period in which any of the Shares are retained in escrow pursuant to this Agreement, a reorganization affecting the share capital occurs, then and in each such event, the Shares shall be released and replaced by the shares of stock and other securities and property upon the terms and conditions provided in the relevant reorganization documents.
7. Further Assurance
The parties shall, upon reasonable request and without unreasonable delay, execute and deliver any further documents or assurances and perform any acts necessary to carry out the intent and purposes of this Agreement. The Shareholder will allow a representative of the Company to inspect, at Company's costs, the physical certificate or other instrument representing the Shares in order to ensure compliance with this Agreement during normal business hours on reasonable notice to the Shareholder provided that such inspections will not unduly impact or impede the ordinary business operations of the Shareholder.
8. Time
Time is of the essence of this agreement.
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9. Governing Laws and Venue
This agreement shall be construed in accordance with and governed by the laws of the province of British Columbia and the laws of Canada applicable in British Columbia. The parties attorn to British Columbia in the event of any legal proceedings involving this Agreement.
10. Counterparts
This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, will constitute an original and all of which together will constitute one instrument. Each party hereto will be entitled to rely on delivery by facsimile or electronically delivered portable document format (PDF) of an executed copy of this Agreement and acceptance by a party of such facsimile or PDF copy will be equally effective to create a valid and binding agreement between the parties in accordance with the terms hereof.
11. Notices
All notices that may be or are required to be given pursuant to any provision of this Agreement are to be given or made in writing and served personally, delivered by courier or sent by facsimile or other electronic transmission:
(a) in the case of the Company, to:
Conexeu Sciences Inc.
c/o Suite 880, 50 West Liberty Street
Reno, Nevada, 89501, USA
Attention: [●]
Email: [●]
with a copy (which shall not constitute notice) to:
McMillan LLP
Suite 1500, 1055 West Georgia Street
Vancouver, BC, V6E 4N7
Attention: [●]
Email: [●];
(b) in the case of the Shareholder, to the address provided above.
12. Independent Legal Advice
THE SHAREHOLDER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT HAS BEEN PREPARED BY MCMILLAN LLP, AS LEGAL COUNSEL TO THE COMPANY, AND THAT AT NO TIME HAS MCMILLAN LLP PROVIDED LEGAL ADVICE TO THE SHAREHOLDER, AND THE SHAREHOLDER HEREBY ACKNOWLEDGES AND DECLARES THAT THEY HAVE EITHER SOUGHT THE REQUISITE INDEPENDENT LEGAL ADVICE IN CONNECTION WITH THE ENTERING INTO OF THIS AGREEMENT OR HAS WAIVED THEIR RIGHT THERETO.
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13. Enurement
This agreement enures to the benefit of and is binding on the parties and their heirs, executors, administrators, successors and permitted assigns.
[Signature Page Follows]
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IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto on the day and year first written above.
CONEXEU SCIENCES INC.
Per: _______________________________________________
Name: [●]
Title: [●]
[●]
Per: _______________________________________________
Name: [●]
Title: [●]
Schedule "A"
|
Shareholder Name |
Number of Pooled Shares |
|
[●] |
[●] |
 |
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S CONSENT |
We consent to the reference to our firm under the caption "Interests of Named Experts and Counsel" in the Registration Statement (Form S-1) and the use therein of our report dated May 12, 2025 relating to the audited financial statements of Conexeu Sciences, Inc. for the fiscal year ended October 31, 2024 and for the period November 2, 2022 (date of inception) through October 31, 2023, which is part of the Registration Statement. Our report contains an explanatory paragraph regarding Conexeu Sciences, Inc.'s ability to continue as a going concern.
/s/ Adeptus Partners, LLC
Adeptus Partners, LLC
Ocean, New Jersey
November 28, 2025