Conexeu Sciences Inc. 10-Q

Item 1. Financial Statements CONEXEU SCIENCES INC. CONDENSED INTERIM FINANCIAL STATEMENTS Unaudited (Expressed in United States Dollars) For the Three and Six months ended April 30, 2026 and 2025 Unaudited Condensed Interim Balance Sheet as of April 30, 2026 and Balance Sheet as of October 31, 2025 2 Unaudited Condensed Interim Statements of Operations for the three and six months period ended April 30, 2026 and 2025 3 Unaudited Condensed Interim Statement of Shareholders' Equity for the three and six months period ended April 30, 2026 and 2025 4 Unaudited Condensed Interim Statements of Cash Flows for the six months period ended April 30, 2026 and 2025 5 Notes to Unaudited Condensed Interim Financial Statements 6 1 CONEXEU SCIENCES INC. Condensed Balance Sheets (Expressed in United States Dollars) Unaudited ASSETS April 30, 2026 October 31, 2025 CURRENT ASSETS Cash and cash equivalents $ 6,848,064 $ 4,808,965 Restricted cash 453,974 25,155 Share subscription receivable - 2,000,000 Tax receivable - 3,037 Interest receivable 2,171 - Convertible note receivable - 71,326 Prepaid expenses 609,476 549,930 TOTAL CURRENT ASSETS 7,913,685 7,458,413 NON-CURRENT ASSETS Deferred offering costs - 42,177 Investment, at cost 71,328 - Security deposit 12,317 - Fixed assets, net of accumulated depreciation of $ 10,712 and $ 7,431 , respectively 38,400 11,237 Patent, net of accumulated amortization of $ 22,754 and $ 9,819 , respectively 163,949 176,884 TOTAL ASSETS $ 8,199,679 $ 7,688,711 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable and accrued liabilities $ 455,055 $ 256,296 Accounts payable and accrued liabilities - related parties 71,309 - Wages payable - 76,000 Shares to be issued under the warrant inducement program 427,967 - Warrants to be issued under the warrant inducement program 543 - Liabilities to be settled with shares 44,700 - Due to shareholders 3,722 3,722 TOTAL LIABILITIES 1,003,296 336,018 COMMITMENTS AND CONTINGENCIES (See Notes 8 and 9) SHAREHOLDERS' EQUITY Preferred Stock, par value $ 0.001 , 50,000,000 shares authorized, 0 shares issued and outstanding as of April 30, 2026 and October 31, 2025, respectively - - Common Stock, par value $ 0.001 , 250,000,000 shares authorized, 20,916,173 and 18,906,066 shares issued and outstanding as of April 30, 2026 and October 31, 2025, respectively 20,916 18,906 Additional paid-in capital 15,720,093 11,855,307 Accumulated deficit ( 8,544,626 ) ( 4,521,520 ) TOTAL SHAREHOLDERS' EQUITY 7,196,383 7,352,693 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 8,199,679 $ 7,688,711 The accompanying notes are an integral part of these unaudited condensed interim financial statements 2 CONEXEU SCIENCES INC. Condensed Interim Statements of Operations (Unaudited) (Expressed in United States Dollars) Three months ended Six months ended April 30, 2026 April 30, 2025 April 30, 2026 April 30, 2025 OPERATING EXPENSES Advertising and promotion $ 9,256 $ 19,323 $ 20,710 $ 27,215 Depreciation and amortization 11,422 3,401 17,860 3,964 Bank charges 3,644 926 5,676 1,658 Business development 85,712 56,337 182,757 94,220 Consulting 1,228,909 149,586 1,759,107 196,596 Filing fees 17,618 150 25,258 150 Insurance 4,148 - 8,400 - Investor relations 1,085 - 2,125 - Management and directors' salaries and fees - related parties 609,613 83,116 1,335,705 292,802 Office and general administrative 16,867 5,720 23,843 6,349 Professional fees 325,489 95,957 592,719 101,347 Research and development 66,605 42,465 129,167 66,133 Total operating expenses 2,380,368 456,981 4,103,327 790,434 LOSS FROM OPERATIONS ( 2,380,368 ) ( 456,981 ) ( 4,103,327 ) ( 790,434 ) OTHER INCOME (EXPENSES) Gain on conversion of payables - - - 43,176 Interest income 84,295 - 95,586 - Interest expense - ( 1,383 ) - ( 4,993 ) Foreign exchange gain (loss) ( 8,210 ) 314 ( 15,365 ) 4,137 Total other income (expenses) 76,085 ( 1,069 ) 80,221 42,320 LOSS BEFORE TAXES ( 2,304,283 ) ( 458,050 ) ( 4,023,106 ) ( 748,114 ) Income tax benefit (expense) - - - - NET LOSS $ ( 2,304,283 ) $ ( 458,050 ) $ ( 4,023,106 ) $ ( 748,114 ) Net loss per common share, basic and diluted $ ( 0.11 ) $ ( 0.05 ) $ ( 0.20 ) $ ( 0.08 ) Weighted average of common shares outstanding, basic and diluted 20,569,664 9,505,618 20,567,442 9,184,944 The accompanying notes are an integral part of these unaudited condensed interim financial statements 3 CONEXEU SCIENCES INC. Condensed Interim Statements of Shareholders' Equity For the Three and Six Months ended April 30, 2026 and 2025 (Unaudited) (Expressed in United States Dollars) Preferred Stock Common Stock Additional Paid-in Accumulated Shareholders' Shares Amount Shares Amount Capital Deficit Equity Balance , November 1, 2025 - $ - 18,906,066 $ 18,906 $ 11,855,307 $ ( 4,521,520 ) $ 7,352,693 Private placements, net of issuance costs - - 927,100 927 2,942,424 - 2,943,351 Shares issued under warrant incentive program - - 563,573 564 427,364 - 427,928 Shares issued for services - - 19,434 19 44,679 - 44,698 Shares issued for exercise of warrants - - 500,000 500 - - 500 Stock-based compensation expense - - - - 449,755 - 449,755 Proceeds for warrants issued under warrant incentive program - - - - 564 - 564 Net loss - - - - - ( 4,023,106 ) ( 4,023,106 ) Balance, April 30, 2026 - $ - 20,916,173 $ 20,916 $ 15,720,093 $ ( 8,544,626 ) $ 7,196,383 Balance, February 1, 2026 - $ - 19,846,196 $ 19,846 $ 13,046,899 $ ( 6,240,343 ) $ 6,826,402 Private placements, net of issuance costs - - 486,970 487 1,937,565 - 1,938,052 Shares issued under warrant incentive program - - 563,573 564 427,364 - 427,928 Shares issued for services - - 19,434 19 44,679 - 44,698 Stock-based compensation expense - - - - 263,022 - 263,022 Proceeds for Warrants issued under warrant incentive program - - - - 564 - 564 Net loss - - - - - ( 2,304,283 ) ( 2,304,283 ) Balance, April 30, 2026 - $ - 20,916,173 $ 20,916 $ 15,720,093 $ ( 8,544,626 ) $ 7,196,383 Additional Paid-in Accumulated Shareholders' Shares Amount Shares Amount Capital Deficit Equity Balance, November 1, 2024 - $ - 8,528,024 $ 8,528 $ 684,399 $ ( 597,963 ) $ 94,964 Private placement - - 687,500 688 549,312 - 550,000 Shares issued for services - - 82,500 82 65,918 - 66,000 Warrants issued for services - - - - 26,686 - 26,686 Stock-based compensation expense - - - 64,311 - 64,311 Shares issued for conversion of payables - - 207,594 208 122,690 - 122,898 Net loss - - - - - ( 748,114 ) ( 748,114 ) Balance, April 30, 2025 - $ - 9,505,618 $ 9,506 $ 1,513,316 $ ( 1,346,077 ) $ 176,745 Balance, February 1, 2025 - $ - 9,505,618 $ 9,506 $ 1,449,005 $ ( 888,027 ) $ 570,484 Stock-based compensation expense - - - 64,311 - 64,311 Net loss - - - - - ( 458,050 ) ( 458,050 ) Balance, April 30, 2025 - $ - 9,505,618 $ 9,506 $ 1,513,316 $ ( 1,346,077 ) $ 176,745 The accompanying notes are an integral part of these unaudited condensed interim financial statements 4 CONEXEU SCIENCES INC. Condensed Interim Statements of Cash Flows (Unaudited) (Expressed in United States Dollars) Six months ended April 30, 2026 April 30, 2025 Cash flows from operating activities Net loss $ ( 4,023,106 ) $ ( 748,114 ) Adjustments to reconcile net loss to net cash used in operating activities Amortization expense 12,935 1,133 Depreciation expense 4,925 2,831 Fixed asset, disposed 2,741 - Gain on conversion of payables - ( 43,176 ) Options issued for services 449,755 64,311 Shares issued for conversion of payables - 26,686 Shares to be issued for services 44,698 - Changes in operating assets and liabilities: Accounts payable and accrued liabilities 198,759 164,161 Accounts payable and accrued liabilities - related parties 71,309 ( 52,738 ) Interest receivable ( 2,171 ) - Taxes receivable 3,037 ( 11,962 ) Wages payable ( 76,000 ) - Prepaid expenses ( 59,546 ) ( 133,737 ) Security deposit ( 12,317 ) - Liability to be settle by shares 44,700 66,000 Net cash used in operating activites ( 3,340,281 ) ( 664,605 ) Cash flow from investing activities Purchase of fixed assets ( 34,829 ) ( 18,268 ) Change in convertible note receivables ( 2 ) - Net cash used in investing activities ( 34,831 ) ( 18,268 ) Cash flow from financing activities Receivable form issuance of private placement shares 2,000,000 - Repayments on due to shareholders - ( 4,190 ) Shares to be issued for warrant inducements 427,928 - Proceeds for warrants issued under the warrant inducement program 564 - Proceeds received for performance warrants exercised 500 - Proceeds from private placement, net of issuance costs 2,943,351 550,000 Repayment of loan payable - ( 98,117 ) Offering costs paid for future offering 42,177 - Proceeds received for warrants to be issued for warrant inducements 543 - Proceeds received for shares to be issued for warrant inducements 427,967 - Net cash provided by financing activities 5,843,030 447,693 Increase in cash, cash equivalents and restricted cash 2,467,918 ( 235,180 ) Cash, cash equivalents and restricted cash at beginning of period 4,834,120 314,616 Cash, cash equivalents and restricted cash at end of period $ 7,302,038 $ 79,436 Supplemental cash flow information Cash paid for interest $ - $ 18,916 Cash paid for taxes $ - $ - Non-cash investing and financing activities Investment $ 71,328 $ - Shares issued for conversion of payables $ - $ 122,898 The accompanying notes are an integral part of these unaudited condensed interim financial statements 5 CONEXEU SCIENCES INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 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 with the 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 conflicts between Israel and Hamas, the significant tariffs imposed by the United States on imports from other countries, the military action taken against Iran 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 unaudited condensed interim financial statements have been prepared in accordance with the 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, 2025. The accompanying unaudited condensed interim 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 stock and common stock. Each class of stock has a par value of $ 0.001 per share. 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 unaudited condensed interim financial statements have been adjusted retrospectively for the change of incorporation and the reverse stock split. 6 CONEXEU SCIENCES INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 2. Basis of Presentation (cont'd) Use of Estimates The preparation of these 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 these 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 three months ended April 30, 2026, and 2025, the Company recorded a net loss of $ 2,304,283 and $ 458,050 , respectively. During the six months ended April 30, 2026, and 2025, the Company recorded a net loss of $ 4,023,106 and $ 748,114 , respectively. As of April 30, 2026, and October 31, 2025, the Company had an accumulated deficit of $ 8,544,626 and $ 4,521,520 , 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 interim 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 April 30, 2026, the Company had cash and cash equivalents in the amount of $ 6,848,064 . 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 of 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, 2025. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, deposits held with banks, funds in transit and when applicable, short-term, highly liquid deposits which are either cashable or with original maturities of no more than three months. Cash equivalents were $ 5,498,339 and $ 0 as of April 30, 2026, and October 31, 2025. At times, the Company's cash balance exceeds the federally insured limits. The total uninsured cash and cash equivalents balance as of April 30, 2026, and October 31, 2025, were $ 2,874,048 and $ 4,554,887 , respectively. Investment The Company has an investment of 19,327 shares of Series Seed Preferred Stock in a non-public company. This investment is less than 20 % ownership in the non-public company. There is no observable market for the shares, and thus no readily determinable fair value. Due to these circumstances, the Company accounts for the investment at cost less impairment. 7 CONEXEU SCIENCES INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 3. Summary of Significant Accounting Policies (cont'd) Restricted Cash Restricted Cash equaling $ 453,974 represents the following: $ 25,464 held in a guaranteed investment certificate as collateral for the credit cards issued to the Company and $ 428,510 that were received from certain warrant holders who were exercising 542,648 warrants for 542,648 shares under the Company's warrant inducement program for gross proceeds of $ 427,967 plus subscribing to an equivalent number of new warrants ( 542,648 warrants) with an exercise price of $ 2.30 and a three year expiry date from date of issuance for gross proceeds of $ 543 . The monies received for the warrants are held in a trust account in the Company's name, that requires the Company's lawyers to approve transfers out of the account and are restricted until the warrants are issued. The shares for these warrants exercised were issued subsequent to April 30, 2026, see Note 12 Subsequent Events. 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 unaudited 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 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 assets or liabilities required to be accounted for under the fair value hierarchy. Advertising Expenses Advertising expenses are expensed as incurred. Advertising expenses for the three months ended April 30, 2026, and 2025 were $ 9,256 and $ 19,323 , respectively. For the six months ended April 30, 2026, and 2025, advertising expenses totaled $ 20,710 and $ 27,215 , 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 three months ended April 30, 2026, and 2025 were $ 66,605 and $ 42,465 , respectively. For the six months ended April 30, 2026, and 2025, research and development expenses totaled $ 129,167 and $ 66,133 , 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 unaudited condensed interim statements of operations. 8 CONEXEU SCIENCES INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 3. Summary of Significant Accounting Policies (cont'd) Stock-Based Compensation (cont'd) 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. The fair value of the Company's stock was determined by management and, in doing so, considered in part upon third-party 409A valuations through July 31, 2025. A 409A valuation is an independent appraisal of a private company's common stock fair market value. The valuations were performed on the following dates: inception through December 30, 2024, December 31, 2024, June 5, 2025, and July 31, 2025. The Company determined the fair value of the Company's stock from inception through December 30, 2024, by using the asset approach, as this was believed to be the most appropriate method due to very limited equity issuances, limited operations, and there being significant doubt about the Company's ability to continue as a going concern. The fair value of the shares from this valuation was determined to be $ 0.05 . The fair value of the Company's stock as of December 31, 2024, June 5, 2025, and July 31, 2025, was determined by using the market approach which was believed to be the most appropriate valuation methodology, whereby the fair value was equal to the price of the shares purchased in the most recent equity raises. The Company determined these dates for the valuations due to achievement of significant business milestones, including but not limited to, the continuation and restructuring of the Company from British Columbia, Canada to Nevada, USA, assignment of the IP patent, successes in the research and development programs and an increasing scope of potential markets for the Company's IP. The December 31, 2024, June 5, 2025, and July 31, 2025, valuations concluded that the fair value was equal to the most recent sale of equity securities, which was $ 0.80 (price post 4:1 reverse split), $ 0.40 , and $ 2.00 respectively. Subsequent to July 31, 2025, management determined the fair value of the shares was equal to the last raised price, as on July 31, 2025, the date the Company started its Regulation Crowdfunding offering at $ 2.00 . Based on management's use of the market approach valuation, on October 28, 2025, the Company completed a private placement issuing 891,306 shares at a price of $ 2.30 per share. Therefore, effective this date forward, until there is a raise supported at a different price, management determined that the fair market value of a Company's share was $ 2.30 . On March 23, 2026, the Company completed a private placement issuing 486,970 at a price of $ 4.00 per share. Therefore, effective this date forward, until there is a raise supported at a different price, management determined that the fair market value of a Company's share was now $ 4.00 . Net Loss Per Share The Company computes net loss per share in accordance with ASC 260, Earnings per Share ("EPS"). 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. 9 CONEXEU SCIENCES INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 3. Summary of Significant Accounting Policies (cont'd) Net Loss Per Share (cont'd) Potentially dilutive securities, which are not included in diluted weighted average shares outstanding for the six months ended April 30, 2026, and 2025, consist of the following (in common stock equivalents): April 30, 2026 April 30, 2025 Warrants 8,733,226 1,879,054 Options 735,000 250,000 Basic EPS as calculated in these accompanying unaudited condensed interim financial statements have included the potential dilutive effect of the weighted average of vested penny warrants outstanding. Therefore, 500,000 penny warrants have been excluded in the total anti-dilutive warrants in the table above as of April 30, 2026. There were no penny warrants outstanding as of April 30, 2025. 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 Lab Equipment - 5 years Furniture and fixtures - 5 years Computer equipment - 2 years. Leases The Company accounts for leases in accordance with Accounting Standards Codification ("ASC") Topic 842, Leases. The Company determines if an arrangement is a lease at inception. Right-of-use ("ROU") assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Lease liabilities are measured using the present value of future lease payments, discounted using the interest rate implicit in the lease, if readily determinable, or the Company's incremental borrowing rate. ROU assets are measured based on the corresponding lease liability, adjusted for lease incentives, initial direct costs, and prepaid lease payments. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that such options will be exercised. Lease expense for operating leases is recognized on a straight-line basis over the lease term. The Company does not recognize ROU assets or lease liabilities for leases until the lease commencement date. Payments made prior to lease commencement are recorded as prepaid rent or other assets, depending on their nature. Subsequent Events The Company evaluated subsequent events through June 11, 2026, the date in which these unaudited condensed interim financial statements were issued. 10 CONEXEU SCIENCES INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 4. Fixed Assets Fixed Assets consist of the following: April 30, 2026 October 31, 2025 Furniture and fixtures 661 400 Lab equipment 30,085 - Computer equipment 18,366 18,268 49,112 18,668 Less: accumulated depreciation 10,712 7,431 Fixed Assets, net 38,400 11,237 Depreciation expense was $ 4,925 and $ 2,831 for the six months ended April 30, 2026, and 2025, 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 April 30, 2026, and October 31, 2025, was $ 0 and $ 3,037 , 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. On October 10, 2025, the Target Company and the Company mutually agreed to not extend and terminate an MOU and conclude any further acquisition negotiations, and the Company exercised its option to convert all principal and interest into shares under the terms of the Convertible Debenture. As of October 31, 2025, $ 71,326 was outstanding under the note. On March 24, 2026, the Target Company converted the note along with interest for a total value of $ 71,328 and issued 19,327 shares of the Target company valued at $ 3.69 per share. The Company is accounting for the investment at cost less impairment (See Note 2). As of April 30, 2026, the Company has not recorded any impairment. 11 CONEXEU SCIENCES INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 7. 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 8). 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 fully paid the loan and all interest due on March 4, 2025. The Patent Assignment was completed on April 7, 2025. The total capitalized costs less amortization as of April 30, 2026 and October 31, 2025 was $ 163,949 and $ 176,884 , respectively. The patent has an expiration date of February 3, 2036. Amortization expense for the six months ended April 30, 2026, and 2025 was $ 12,935 and $ 1,133 , respectively. Accumulated amortization as of April 30, 2026 and October 31, 2025, was $ 22,754 and $ 9,819 , respectively. 8. 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 was for $ 136,539 CAD, bearing interest at 15 %, and had a maturity date of November 20, 2026. There are no required payments under the loan, as the full amount was 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 accounts payable of $ 50,000 CAD. Interest expense was $ 0 and $ 1,383 during the three months ended April 30, 2026, and 2025, respectively. For the six months ended April 30, 2026, and 2025, interest expense totaled $ 0 and $ 4,993 , respectively. 9. Commitments and Contingencies Lease Commitment During the three months ended April 30, 2026, the Company entered into a 24-month licence agreement commencing May 1, 2026, with monthly base lease fees of approximately $ 5,016 (comprised of $ 769 for office space and $ 4,246 for lab space), plus applicable operating costs and taxes, payable monthly in advance, with a one-month rent-free early access period prior to commencement and two additional base rent "holiday" months (one in each lease year) during which no base rent is payable. As the lease had not commenced as of April 30, 2026, no right-of-use asset or lease liability has been recognized in the accompanying unaudited condensed financial statements. The Company will recognize the lease upon commencement in accordance with ASC 842. In connection with the execution of the lease agreement, the Company paid a security deposit of $ 18,475 . A portion of the deposit will be applied toward rental payments of $ 6,158 within the first twelve months following lease commencement, with the remaining balance of $ 12,317 , which includes the last month lease payment and a refundable security deposit upon expiration of the lease term, subject to the terms of the agreement. 12 CONEXEU SCIENCES INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 9. Commitments and Contingencies Lease Commitment (cont'd) As of April 30, 2026, the Company has classified the portion expected to be applied to rent within prepaid expenses, with the remaining balance included in other non-current assets in the accompanying unaudited condensed balance sheet. 10. Related Party Transactions Founder and Former CEO The Founder and then 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 April 30, 2026, and October 31, 2025, were $ 3,722 and $ 3,722 , respectively. These are disclosed as due to shareholder on the unaudited condensed balance sheets. Director 1 (Former) The Company entered into a consulting agreement with a company of which Director 1 controls in October 2023. In accordance with the agreement, it was agreed to provide consulting services, including but not limited to, provide the Company with corporate management services, (ii) provide the Company with introductions to certain entities which could form strategic alliances or partnerships with the Company, including assisting with negotiations with respect to any such alliance or partnership, and (iii) assist the Company with strategic planning and, Director 1 received a monthly fee of $ 7,500 and could earn discretionary performance-based bonuses. This agreement was in effect through March 2025. Effective April 2025, the Company entered into a new consulting agreement with Director 1, which had an indefinite term, and increased the monthly fee of $ 10,000 . Director 1 earned certain discretionary bonuses in the form of shares and warrants during the six months ended April 30, 2025. During the six months ended April 30, 2025, Director 1 was granted 82,500 shares and 82,500 warrants. The shares vested immediately and had a fair value of $ 66,000 . The warrants vested immediately, had an exercise price of $ 0.80 and a life of two years. The fair value of the warrants was $ 26,686 . The share-based compensation expense for the six months ended April 30, 2025 was $ 92,686 . The total expense, exclusive of the share-based compensation, was $ 25,000 and $ 113,500 during the three and six months ended April 30, 2025. These expenses are included within management and directors' salaries and fees on the unaudited condensed interim statements of operations. As of April 30, 2025, $ 10,000 was reported as unpaid. On June 5, 2025, the Company and Director 1 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 . This milestone was successfully achieved on July 8, 2025. The fair value of these warrants is expensed over the expected vesting term. No expense was recorded during the three and six months ended April 30, 2026, and 2025. 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 three and six months ended April 30, 2026. This milestone was achieved on May 21, 2026, see subsequent event note. 13 CONEXEU SCIENCES INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 10. Related Party Transactions (cont'd) Director 1 (Former) (cont'd) 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 $ 99,783 . The fair value of these warrants will be expensed in its entirety upon achievement of this milestone. No expense was recorded during the three and six months ended April 30, 2026. 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 $ 99,782 . The Company assessed a greater than 70% probability that this would occur. As of October 31, 2025, the Company anticipated that this would occur on June 30, 2026. As of April 30, 2026, the Company anticipates that this will now occur on February 28, 2027. The expense for the three and six months ended April 30, 2026, was $ 11,362 and $ 23,107 , respectively, and are included within management and directors' salaries and fees on the unaudited condensed interim statements of operations. On October 23, 2025, Director 1 resigned from the board and the consulting agreement with the company of which Director 1 is a director was mutually terminated. On November 4, 2025, the Company and former Director 1 reached a separation agreement wherein a one-time lump sum payment of $ 50,000 was paid to the company in which the former director is a director. It was also agreed that the options previously granted to the former director on June 9, 2025, would continue to maintain the original expiry date of June 8, 2030, rather than expiring 90 days following termination or resignation or January 31, 2026. The full $ 50,000 of this expense was incurred during the six months ended April 30 2026, and is included within management and director's salaries and fees on the unaudited condensed interim statements of operations. Director 2 The Company entered into a consulting agreement with Director 2 in October 2023. In accordance with the agreement, it was agreed to provide consulting services, including but not limited to, provide the Company with corporate management services, provide the Company with introductions to certain entities which could form strategic alliances or partnerships with the Company, including assisting with negotiations with respect to any such alliance or partnership, and assist the Company with strategic planning and, Director 2 received a monthly fee of $ 7,500 and could earn discretionary performance-based bonuses. The agreement was in effect through February 2025. Effective March 2025, the Company entered into a new consulting agreement with Director 2, which had an indefinite term, and increased the monthly fee of $ 10,000 . On November 1, 2025, this amount was revised to $ 9,900 per month. On December 14, 2025, Director 2 and the Company agreed to mutually terminate the consulting agreement. The total expense incurred in connection with these agreements was $ 19,800 and $ 27,500 during the three months ended April 30, 2026, and 2025, respectively. For the six months ended April 30, 2026, and 2025 the total expense incurred equalled $ 19,800 and $ 50,000 , respectively. These expenses are included within management and directors' salaries and fees on the unaudited condensed interim statements of operations. On December 15, 2025, the board agreement between Director 2 and the Company was revised. Effective January 1, 2026, the Director was entitled to quarterly compensation of $ 45,000 to be paid in monthly instalments of $ 15,000 . For the three and six months ended April 30, 2026, a total of $ 45,000 and $ 60,000 , respectively, is included within management and directors' salaries and fees on the unaudited condensed interim statements of operations. As of April 30, 2026, and 2025, $ 0 and $ 72,390 , respectively, remained unpaid. 14 CONEXEU SCIENCES INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 10. Related Party Transactions (cont'd) Director 2 (cont'd) On June 5, 2025, the Company and Director 1 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 . This milestone was successfully achieved on July 8, 2025. The fair value of these warrants is expensed over the expected vesting term. No expense was recorded during the three and six months ended April 30, 2026 and 2025. 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 six months ended April 30, 2026. Milestone 2 was achieved on May 21, 2026, see subsequent event note. 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 $ 99,783 . The fair value of these warrants will be expensed in its entirety upon achievement of this milestone. No expense was recorded during the six months ended April 30, 2026. 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 $ 99,782 . The Company assessed a greater than 70% probability that this would occur. As of October 31, 2025, the Company anticipated that this would occur on June 30, 2026. As of April 30, 2026, the Company anticipates that this will now occur on February 28, 2027. The expense for the three and six months ended April 30, 2026, was $ 11,362 and $ 23,107 , respectively, and are included within management and directors' salaries and fees on the unaudited condensed interim statements of operations. Director 3 and former CEO (May to October 2025) The Company entered into a consulting agreement with Director 3 in May 2025 to serve as the CEO. In accordance with the agreement, through a company that Director 3 controls, he would provide services related to his role as CEO, including but not limited to, the overall business strategy, identify and develop relationships with strategic business partners and provide oversight of the overall day-to-day business activities and received a monthly fee of $ 12,500 . The agreement had an indefinite term. For the three months ended April 30, 2026, and 2025, the Company incurred, $ 37,500 and $ 0 , respectively. For the six months ended April 30, 2026, and 2025, the total expense was $ 75,000 and $ 0 , respectively. The expense is included within management and directors' salaries and fees on the unaudited condensed interim statements of operations. During the six months ended April 30, 2026, Director 3 earned a one-time incentive payment of $ 100,000 in recognition of their efforts to date in helping the Company achieve its short-term goals and building to achieve its longer-term goals. As of April 30, 2026, and 2025, $ 0 remained unpaid. On June 5, 2025, the Company and Director 3 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 . This milestone was successfully achieved on July 8, 2025. The fair value of these warrants is expensed over the expected vesting term. No expense was recorded during the three and six months ended April 30, 2026, and 2025. 15 CONEXEU SCIENCES INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 10. Related Party Transactions (cont'd) Director 3 and former CEO (May to October 2025) 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 six months ended April 30, 2026. This milestone was achieved on May 21, 2026, see subsequent event note. 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 six months ended April 30, 2026. 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. As of October 31, 2025, the Company anticipated that this would occur on June 30, 2026. As of April 30, 2026, the Company anticipates that this will now occur on February 28, 2027. The expense for the three and six months ended April 30, 2026, was $ 22,724 and $ 46,213 , respectively, and is included within management and directors' salaries and fees on the unaudited condensed interim statements of operations. The CEO resigned October 22, 2025, and continued as a non-executive Director. Effective November 1, 2025, Director 3 entered into a board agreement to serve on the Company's board of directors for an indefinite term. In connection with this agreement, Director 3 is entitled to a $ 15,000 quarterly directors' fee. During the three and six months ended April 30, 2026, the total expense incurred in connection with this agreement was $ 15,000 and $ 30,000 , respectively and is included within management and directors' salaries and fees on the unaudited condensed interim statements of operations As of April 30, 2026, $ 0 remained unpaid. In December 2025, Director 3 exercised 500,000 of their vested milestone warrants for gross proceeds of $ 500 . CMO, former Director 4 and former President The Company entered into a consulting agreement with a company that Director 4 controls in April 2025 to serve as the Chief Medical Officer ("CMO"). In accordance with the agreement, Director 4 would provide services, including but not limited to, strategic direction, scientific support, business development support, research programs, budgeting, and medical affairs and received a monthly fee of $ 10,000 . The agreement was in effect through October 2025. For the six months ended April 30, 2025, an expense of $ 10,000 was incurred and is included within management and directors' salaries and fees on the unaudited condensed interim statements of operations. As of April 30, 2025, $ 10,000 was reported as unpaid and included within accounts payable and accrued liabilities - related parties on the unaudited condensed balance sheets as of April 30, 2025. On April 1, 2025, the Company granted the CMO 100,000 stock options with an exercise price of $ 0.40 , that vest 6 months from the effective date of their service agreement or from April 1, 2025, and have a 24-month expiry date from the grant date or April 1, 2027. The fair value of the stock options granted was determined to be $ 57,527 . In connection with these options, $ 9,116 in stock compensation was recognized during the three and six months ended April 30, 2026, and is included within management and directors' salaries and fees on the unaudited condensed interim statements of operations. 16 CONEXEU SCIENCES INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 10. Related Party Transactions (cont'd) CMO, former Director 4 and former President (cont'd) On October 15, 2025, the CMO became a full-time employee and agreed to a remuneration package of an annual salary of $ 240,000 or $ 20,000 per month, along with an inducement signing bonus of $ 35,000 and, when available, access to a Company benefits plan. Since February 1, 2026, the CFO is now enrolled in a Company benefit plan for Canadian employees. Until that plan is in place it was agreed to pay the CMO an additional monthly stipend of $ 3,000 for medical coverage. Additionally, the CMO was granted shares of the Company equaling 0.5 % of the common shares of the Company on an issued and outstanding basis at the time of the effective date of the employment agreement, to be immediately vested. On October 15, 2025, this represented a total of 87,861 common shares with a fair value of $ 2.00 per share or a total of $ 175,723 . On October 22, 2025, he resigned from his role as President and Director, while maintaining his position as CMO. As at October 31, 2025, the Company recognized wages payable of $ 45,000 on the condensed balance sheets. Director 5 On May 14, 2025, a new Director 5 was appointed to the Company's board of directors. On October 23, 2025, Director 5 entered into a new board agreement with the Company. The agreement has an effective date of October 23, 2025, an indefinite term, and beginning November 2025, entitles the Director to quarterly compensation of $ 15,000 to be paid in common shares, based on the price of the Company's most recent financing at the time. For the three and six months ended April 30, 2026, a total expense of $ 15,000 and $ 30,000 , respectively, had been incurred and is included within management and directors' salaries and fees on the unaudited condensed interim statements of operations. As of April 30, 2026, $ 15,000 due for the quarter was reported under liabilities to be settled with shares on the unaudited condensed balance sheet. On November 1, 2025, Director 5 entered into a new medical advisory agreement. In accordance with the agreement, the director will be compensated monthly $ 9,900 which will be paid through issuance of common shares based on the most recent financing at the time of issuance, and or if the Company is publicly traded the 20-day volume weighted average pricing of common shares immediately prior to the payment date. Additionally, should the medical advisor be directly responsible for a referral or introduction to a third party that makes an investment in the Company, or its assets, or acquires all or portion of the Company's assets the Director will be entitled to a fee equal to 2.5 % of the value of the transaction, to a maximum of $ 5,000,000 . This fee can be paid either in shares or cash, at the discretion of the director. The agreement had an indefinite term. For the three and six months ended April 30, 2026, a total expense of $ 29,700 and $ 59,400 , respectively, had been incurred and is included in consulting on the unaudited condensed interim statements of operations. As of April 30, 2026, $ 29,700 was reported under liabilities to be settled with shares on the unaudited condensed balance sheet. On March 17, 2026, the Company issued 19,434 shares at a price of $ 2.30 per share to Director 5 in settlement of fees owed related to their advisory and director's agreements. As at April 30, 2026, a total of $ 44,700 was included in liabilities to be settled in shares on the unaudited condensed balance sheet of the same date. 17 CONEXEU SCIENCES INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 10. Related Party Transactions (cont'd) CEO, President and Director 6 On October 15, 2025, the new CEO became a full-time employee and agreed to a remuneration package of an annual salary of $ 300,000 or $ 25,000 per month and, when available, access to a Company benefits plan. Until that plan is in place it was agreed to pay the CEO an additional monthly stipend of $ 2,000 for medical coverage. Since January 1, 2026, the CEO is now enrolled in a Company benefit plan. Additionally, the CEO was granted shares of the Company up to 2.5 % of the common shares of the Company on an issued and outstanding basis at the time of the effective date of the employment agreement. This amounted to a total of 439,306 shares granted with a fair value of $ 878,612 . Of these shares, 0.5 % ( 87,861 ) will vest immediately on the effective date of this agreement and then 0.5 % ( 87,861 ) will vest each year for four (4) years on the anniversary date of this agreement. For the three and six months ended April 30, 2026, the Company expensed $ 105,289 and $ 197,547 , respectively, as part of the management and directors' salaries and fees on the unaudited condensed interim statements of operations relating to these shares. As of April 30, 2026, there is potential future unrecognized expense of $ 505,347 . As of October 31, 2025, the Company recognized wages payable of $ 15,000 on the condensed balance sheets. CFO The Company entered into a consulting agreement with a company that is controlled by the Chief Financial Officer ("CFO") in November 2023. In accordance with the agreement, it was agreed that in addition to fulfilling the responsibilities of the Company's CFO, additional services would include, but are not limited to, oversight of all accounting matters, bookkeeping services and general day-to-day operations and the CFO received minimum monthly compensation of $ 1,500 . This agreement was in effect through January 2025. Effective February 2025, the Company entered into a new consulting agreement with the CFO, which had an indefinite term, and increased the minimum monthly compensation to $ 4,000 . The total expense incurred in connection with these agreements was $ 0 and $ 11,200 during the three months ended April 30, 2026, and 2025, respectively. For the six months ended April 30, 2026, and 2025, a total expense of $ 0 and $ 17,500 , respectively were incurred. These expenses are included within management and directors' salaries and fees on the unaudited condensed interim statements of operations. As of April 30, 2026, and October 31, 2025, $ 400 and $ 0 , respectively, were unpaid to a company that is controlled by the CFO and that provides bookkeeping services to the Company and are included in accounts payable and accrued liabilities - related party in the unaudited condensed balance sheets. During the three months ended January 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 statements of operations. On October 15, 2025, the CFO became a part-time employee and agreed to a remuneration of a maximum annual salary of $ 216,000 or $ 18,000 per month. At the time of agreeing to this employment agreement, the CFO was committing an estimate one-third of his time. Additionally, the CFO was granted shares of the Company equaling 0.25 % of the common shares of the Company on an issued and outstanding basis at the time of the effective date of the employment agreement, to be immediately vested. On October 15, 2025, this represented a total of 43,931 common shares with a fair value of $ 2.00 per share or a total of $ 87,861 . Since January 1, 2026, the CFO has been committed to a full-time schedule. Since February 1, 2026, the CFO is now enrolled in a Company benefit plan for Canadian employees. As of October 31, 2025, the Company recognized wages payable of $ 6,000 on the condensed balance sheets. 18 CONEXEU SCIENCES INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 10. Related Party Transactions (cont'd) CSO The Company entered into a consulting agreement with this consultant in May 2025 to serve as the Chief Science Officer ("CSO"). In accordance with the agreement, the CSO agreed to provide services, including but not limited to, advancing the Company's core biomaterial technology, building the Company's future product pipeline, develop, test, and expand the applications of the Company's proprietary collagen-based platform across multiple medical and surgical markets. The CSO received a monthly fee of $ 10,000 . The agreement had an indefinite term. For the six months ended April 30, 2026, the Company expensed $ 4,676 as part of the management and directors' salaries and fees on the unaudited condensed interim statements of operations related to the value of the options granted and now vested. 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 fair value of the stock options granted was determined to be $ 18,553 . During the three and six months ended April 30, 2026, the Company expensed $ 4,524 and $ 9,200 , respectively, as part of the management and directors' salaries and fees on the unaudited condensed statements of operations related to the value of the options granted and now vested. The remaining balance of $ 2,033 will be expensed as they vest in the coming months. On October 15, 2025, the CSO became a full-time employee and agreed to a remuneration package of an annual salary of $ 240,000 or $ 20,000 per month and, when available, access to a Company benefits plan. Since January 1, 2026, the CSO is now enrolled in a Company benefit plan. Additionally, the CSO was granted shares of the Company equaling 0.5 % of the common shares of the Company on an issued and outstanding basis at the time of the effective date of the employment agreement, to be immediately vested. On October 15, 2025, this represented a total of 87,861 common shares with a fair value of $ 2.00 per share or a total of $ 175,723 . As at October 31, 2025, the Company recognized wages payable of $ 10,000 on the condensed balance sheets. Director 7 On October 23, 2025, the Company appointed a new director to the board of directors, Director 7. The agreement has an effective date of October 23, 2025, an indefinite term, and beginning November 2025, entitles the Director to quarterly compensation of $ 15,000 . On October 28, 2025, a company to which Director 7 is related, subscribed to purchase 869,566 common shares of the Company at $ 2.30 per share for a total investment of $ 2,000,001 . During the three and six months ended April 30 2026, the total expense incurred in connection with the board agreement was $ 15,000 and $ 30,000 , respectively, and is included within management and directors' salaries and fees on the unaudited condensed interim statements of operations. As of April 30, 2026, $ 15,000 remains unpaid, and is included within accounts payable and accrued liabilities - related parties on the unaudited condensed balance sheets. On December 1, 2025, the Company entered into a consulting agreement with a company to which Director 7 is related. The agreement had a total contract amount of $ 100,000 . Per the agreement, $ 25,000 was due up front, with monthly payments of $ 6,818 to be made through the remaining 11-month term of the agreement. During the three and six months ended April 30, 2026, the Company expensed $ 25,000 and $ 41,667 , respectively, in connection with this agreement and is included within consulting on the unaudited condensed interim statements of operations. As of April 30, 2026, $ 17,424 is included within prepaid expenses on the unaudited condensed balance sheet. In January 2026, a company to which Director 7 is related subscribed to purchase 352,174 common shares of the Company at $ 2.30 per share for a total investment of $ 810,000 . 19 CONEXEU SCIENCES INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 10. Related party transactions (cont'd) Director 7 (cont'd) In March 2026, a company to which Director 7 is related subscribed to purchase 262,500 common shares of the Company at $ 4.00 per share for a total investment of $ 1,050,000 . Director 8 Effective November 1, 2025, the Company appointed a new director to the board of directors, Director 8. The agreement has an effective date of October 31, 2025, an indefinite term, and beginning November 2025, entitles the Director to quarterly compensation of $ 15,000 . During the three and six months ended April 30, 2026, the total expense incurred in connection with this agreement was $ 15,000 and $ 30,000 respectively. In November 2025, a company controlled by Director 8 subscribed to purchase 10,869 common shares of the Company at $ 2.30 per share for a total investment of $ 24,999 . As of April 30, 2026, $ 15,000 was unpaid and reported as accounts payable - related parties on the unaudited condensed balance sheet as of April 30, 2026. 11. Share capital Private Placements - Non-brokered 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 private 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 a non-brokered private placement in May 2025. The private placement 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 private 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 year ended October 31, 2025, in connection with the private placements the Company incurred costs of $ 31,587 . On October 23, 2025, the Company received board approval, to open a non-brokered private placement of up to $ 10,000,000 , offering shares at a price of $ 2.30 per share. On October 28, 2025, the Company closed the first tranche and issued 891,306 shares for total proceeds of $ 2,050,004 . During this private placement, the Company issued 869,566 shares for total proceeds of $ 2,000,002 , to a company to which a member of the board of directors is related. On November 12, 2025, the Company closed the second tranche of the non-brokered private placement and issued 87,956 shares for total proceeds of $ 202,299 . The Company incurred $ 7,000 of offering costs in connection with this non-brokered private placement. During this private placement, the Company issued 10,869 common shares of the Company at $ 4.00 per share for a total investment of $ 24,999 to a company to which a member of the board of directors is related On January 26, 2026, the Company closed the third and final tranche of the non-brokered private placement and issued 352,174 shares for total proceeds of $ 810,000 to a company to which a member of the board of directors is related On January 20, 2026, the Company received board approval, to open a non-brokered private placement of up to $ 5,000,000 , offering shares at a price of $ 4.00 per share. On March 23, 2026, the Company closed the non-brokered private placement and issued 486,970 shares at a price of $ 4.00 per share for total proceeds of $ 1,947,880 . The Company incurred $ 9,828 of offering costs in connection with this non-brokered private placement. 20 CONEXEU SCIENCES INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 11. Share capital (cont'd) Private Placements - Brokered 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 of $ 278,364 , 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 of $ 200,100 , the net amount of $ 1,769,860 was advanced to the Company. On October 7, 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 of $ 31,299 , 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 less total issuance costs of $ 509,773 for a net amount received of $ 4,490,152 . In connection with these raises the Company also issued 49,999 shares of common stock to the broker with a fair value of $ 99,998 . The fair value of the warrants issued in the private placements during the six months ended April 30, 2026, and the year ended October 31, 2025, was determined using the following Black-Scholes Pricing model assumptions: April 30, 2026 October 31, 2025 Share price - $ 0.80 Exercise price - $ 0.40 - $ 0.80 Expected life - 2.00 - 3.00 years Volatility - 102.64 % to 122.96 % Risk-free interest Rate - 3.69 % - 4.31 % Shares Issued for Services On May 8, 2025, the Company entered into a service agreement in which it was agreed that the consultant would provide advisory and consultancy services related to the Company's Form C disclosure documents required for a planned Regulation Crowdfunding ("Reg CF") offering, advising the Company on marketing, organizational and financial issues and business development. The agreement was for a twelve (12) month period from its effective date of May 8, 2025, and includes a one-time cash payment of $ 75,000 as a retainer to be expensed monthly over the term of the agreement and is included in the consulting expense on the unaudited condensed interim statements of operations. As of October 31, 2025, a balance of $ 37,500 remained outstanding and was included in the prepaid expenses on the condensed balance sheets. In addition to performing the defined services, 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 for gross proceeds of $ 1,200 which is accounted for as a reduction of the fair value of the shares issued. The fair value of the shares was determined to be $ 480,000 , which, net of the $ 1,200 , is to be expensed over the term of the agreement. As of October 31, 2025, $ 247,927 was included in prepaid expenses on the condensed balance sheet. During the three and six months ended April, 2026, a total of $ 117,041 and $ 238,721 , respectively, was expensed as consulting fees on the unaudited condensed interim statements of operations and a balance of $ 9,206 remained in prepaid expense as at April 30, 2026. 21 CONEXEU SCIENCES INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 11. Share capital (cont'd) Shares Issued for Services (cont'd) On June 27, 2025, the Company granted 150,000 Restricted Share Units ("RSUs") to an advisor, having a fair value of $ 121,091 . 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 six months ended April 30, 2025, Director 1 received 82,500 shares of common stock for a fair value of $ 66,000 as disclosed in Note 10 - Related Party Transactions. The stock vested immediately and $ 66,000 was expensed and is included within management and directors' salaries and fees on the unaudited condensed interim statements of operations. In May 2025, the Company also issued 416,667 shares of common stock to a consultant for a fair value of $ 166,667 , which was expensed over the 24-month term of the agreement. As of October 31, 2025, $ 126,484 is included in prepaid expenses in the condensed balance sheets. During the three and six months ended April 30, 2026, a total of $ 20,320 and $ 41,553 was expensed as consulting fees on the unaudited condensed interim statements of operations and a balance of $ 84,931 remained in prepaid expense as at April 30, 2026. In May 2025, the Company also issued 442,514 shares of common stock to employees and a Director of the Company as part of their employment and board of director's agreements with a fair value of $ 885,028 . The terms of these agreements were indefinite and the shares vested immediately. On March 17, 2026, the Company issued 19,434 shares at a price of $ 2.30 per share to a director in settlement of fees owed related to their consulting and director's agreements. The Company recorded a settlement value of $44,698 for the shares issued. Shares Issued for Conversion of Payables During the six months ended April 30, 2025, the Company issued 207,594 shares of common stock with a fair value of $ 122,898 to settle outstanding payables. These transactions resulted in a gain on conversion of payables of $ 43,176 . Warrants Warrants Issued for Services On January 21, 2025, the Company issued 82,500 warrants to Director 1 for a fair value of $ 26,686 . The warrants vested immediately. During the three and six months ended April 30, 2025, an expense of $ 26,686 was incurred and was included within management and directors' salaries and fee on the unaudited condensed interim statements of operations. On June 5, 2025, the Company granted milestone warrants to three Directors. The milestones were defined as follows: 1. Milestone 1 - One quarter of the warrants granted Warrants shall vest upon the Company completing and receiving the results of the three-month Collagen Study in Boston, MA. Milestone achieved July 8, 2025. 2. Milestone 2 - Second quarter of the warrants granted shall vest upon the Company listing its shares of common stock in The Nasdaq Stock Market, LLC, or any such other recognized stock exchange in North America. Milestone achieved May 21, 2026. 3. Milestone 3 - Third quarter of the warrants granted 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. 4. Milestone 4 - Fourth and final quarter if the warrants granted shall vest upon the Company submitting a 510(k) application to the FDA. On July 8, 2025, the first milestone was achieved, and the Company recorded a total expense of $ 399,111 within management and directors' salaries and fees on the unaudited condensed interim statements of operations during the year ended October 31, 2025. 22 CONEXEU SCIENCES INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 11. Share capital (cont'd) Warrants (cont'd) Warrants Issued for Services (cont'd) The expense for the second and third milestones will be recognized on the date the milestone is met. On May 21, 2026, the second milestone was achieved, see subsequent event note. For the fourth milestone, the Company assessed a greater than 70% probability that this would occur. As of October 31, 2025, the Company anticipated that this would occur on June 30, 2026. As of April 30, 2026, the Company anticipates that this will now occur on February 28, 2027. The expense for the three and six months ended April 30, 2026, was $ 45,448 and $ 92,427 , respectively, and is included within management and directors' salaries and fees on the unaudited condensed interim statements of operations. See Note 10 - Related Party Transactions for details. In May 2025, the Company issued 416,667 warrants with a fair value of $ 102,912 to a consultant for a 24-month consulting agreement. As of October 31, 2025, $ 78,100 was reported as a prepaid expense on the condensed balance sheet. During the three and six months ended April 30, 2026, a total of $ 13,337 and $ 25,655 , respectively, was expensed as consulting fees on the unaudited condensed interim statements of operations and a balance of $ 52,445 remained in prepaid expense as of April 30, 2026. On December 23, 2025, a Director of the Company, exercised 500,000 milestone warrants for a total amount of proceeds of $ 500 . The Company issued 500,000 common shares in connection with the warrant exercise. The fair value of the warrants issued as compensation during the six months ended April 30, 2026, and the year ended October 31, 2025, was determined using the following Black-Scholes Pricing model assumptions: April 30, 2026 October 31, 2025 Share price - $ 0.40 - $ 0.80 Exercise price - $ 0.001 - $ 0.80 Expected life - 1.00 - 3.15 years Volatility - 105.57 % to 139.13 % Risk-free interest Rate - 3.90 % - 4.19 % The stock price in the model was based on the methodology disclosed in Note 3, the volatility was based on the historical volatility of comparable public companies, and the expected term is determined using the Simplified Method. Warrants Incentive Program On October 1, 2025, the Board of Directors approved a Warrant Exercise Incentive Program (the "Incentive Program"), inviting current warrant holders to exercise their warrants early at the existing exercise price and if they choose to do so, they are then entitled to subscribe for a new full warrant for each warrant exercised, with a purchase price of $ 0.001 , a 36-month expiry date and an exercise price of $ 2.30 . The initial expiry date of the Incentive Program was December 31, 2025, however, on December 15, 2025, the Board agreed to extend the expiry date of the Incentive Program to April 30, 2026. On February 11, 2026, under the Company Incentive Program, an initial group of warrant holders exercised 563,573 warrants for a total amount of proceeds of $ 427,928 and purchased 563,573 new warrants at $ 0.001 for an additional $ 564 for the new warrants. The fair value of the new warrants was calculated as $ 692,534 . 23 CONEXEU SCIENCES INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 11. Share capital (cont'd) Warrants (cont'd) Warrants Incentive Program (cont'd) The fair value of the warrants issued under the incentive program during the six months ended April 30, 2026 was determined using the following Black-Scholes Pricing model assumptions: April 30, 2026 Share price $ 2.30 Exercise price $ 2.30 Expected life 3.0 years Volatility 79.42 % Risk-free interest Rate 3.5 % The stock price in the model was based on the methodology disclosed in Note 3, the volatility was based on the historical volatility of comparable public companies, and the expected term is determined using the Simplified Method. A summary of common stock warrant activity during the six months ended April 30, 2026, and the year ended October 31, 2025, is as follows: Number of Warrants Weighted Average exercise price Weighted Average remaining contractual life Aggregate intrinsic value Outstanding at November 1, 2024 796,559 0.75 - - Granted 8,936,667 0.26 - - Exercised - - - - Cancelled/Forfeited - - - - Outstanding at October 31, 2025 9,733,226 0.30 3.12 19,505,021 Granted 563,573 2.30 - - Exercised 1,063,573 0.40 - - Cancelled/Forfeited - - - - Outstanding at April 30, 2026 9,233,226 0.41 2.71 33,183,795 Exercisable at April 30, 2026 6,233,226 0.60 2.04 21,186,795 As at April 30, 2026, there remained an unrecognized stock-based compensation expense for the unvested warrants of $ 155,236 excluding milestones 2 and 3. 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. Options Issued for Services On November 1, 2025, a total of 10,000 stock options were granted to an employee with a total fair value of $ 17,087 , the options will vest 12 months from the grant date, the exercise price is $ 2.30 per share and will expire on November 1, 2030. For the three and six months ended April 30, 2026, the Company recognized under Management and directors' salaries and fees - related parties on the unaudited condensed interim statements of operations related to the value of the options granted and now vested, $ 4,273 and $ 8,545 , respectively. 24 CONEXEU SCIENCES INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 11. Share capital (cont'd) Options (cont'd) Options Issued for Services (cont'd) On February 9, 2026, a total of 200,000 stock options were granted, in allotments of 50,000 each, to a consultant and three advisors with a total fair value of $ 302,000 . Twenty-five percent of the options will vest every three months, the exercise price is $ 2.30 per share, and the expiration date is February 9, 2031. For the three and six months ended April 30, 2026, the Company recognized under management and directors' salaries and fees on the unaudited condensed interim statements of operations related to the value of the options granted and now vested, $ 0 and $ 66,192 , respectively. The fair value of the stock options during the six months ended April 30, 2026, and the year ended October 31, 2025, was determined using the following weighted average Black-Scholes Option Pricing model assumptions: April 30, 2026 October 31, 2025 Share price $ 2.30 $ 0.40 - $ 1.01 Exercise price $ 2.30 $ 0.40 - $ 0.80 Expected life 5.00 years 0.50 - 3.00 years Volatility 79.40 % - 129.44 % 124.45 % - 170.85 % Risk-free interest Rate 3.50 % - 3.56 % 3.72 % - 4.23 % The stock price in the model was based on the methodology disclosed in Note 3, the volatility was based on the historical volatility of comparable public companies, and the expected term is determined using the Simplified Method. A summary of common stock options activity during the six months ended April 30, 2026, and the year ended October 31, 2025, is as follows. Number of options Weighted Average exercise price Weighted Average remaining contractual life Aggregate intrinsic value Outstanding, November 1, 2024 - - - - Granted 675,000 $ 0.61 3.22 - Exercised - - - - Cancelled or forfeited - - - - Outstanding, October 31, 2025 675,000 $ 0.61 3.22 - Granted 210,000 $ 2.30 4.77 - Exercised - - - - Cancelled or forfeited 150,000 $ 0.80 - - Outstanding, April 30, 2026 735,000 $ 1.05 3.88 2,167,000 Exercisable, April 30, 2026 425,000 $ 0.54 3.38 1,470,000 As of April 30, 2026, there remained an unrecognized stock-based compensation expense for the unvested options of $ 270,760 . 12. Subsequent Events On May 12, 2026, the Company issued a total of 4,342,648 common shares and equivalent number of new warrants under the warrant Incentive Program for total proceeds of $ 1,968,360 . 25 CONEXEU SCIENCES INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 12. Subsequent Events (cont'd) On May 14, 2026, the Company issued 11,175 shares at a fair value of $ 4.00 per share to settle liabilities with a director of the Company. This liability of $ 44,700 had been reported as a liability to settle with shares on the unaudited condensed balance sheet as of April 30, 2026 On May 21, 2026, the Company began trading on the Nasdaq under symbol "CNXU". On May 21, 2026, the achievement of the Nasdaq listing, constituted the fulfilment of Milestone 2 under the terms of the Milestone Performance Warrants. On May 27, 2026, the Company mutually agreed to terminate, without penalty, a consulting agreement with a vendor for whom both shares and warrants had been issued as part of the service agreement. The Company had recorded as prepaid expenses the fair value of these equity issuances. The early termination of this agreement will accelerate the prepaid expense of $ 137,377 in non-cash stock-based compensation to be fully expensed as on the date of the termination. On May 22, 2026, a Director of the Company, exercised 500,000 milestone warrants for a total amount of proceeds of $ 500 . The Company issued 500,000 common shares in connection with the warrant exercise. On May 22, 2026, the Company issued 70,000 common shares to a vendor as part of their service agreement. The fair value of these shares was determined based on the Nasdaq closing price on May 21, 2026, of $ 13.50 per share. On May 28, 2026, a former director of the Company, exercised 400,000 milestone warrants for a total amount of proceeds of $ 400 . The Company issued 400,000 common shares in connection with the warrant exercise. On May 28, 2026, the Company issued 1,667 common shares to a vendor as part of their service agreement. The fair value of these shares was determined based on the Nasdaq closing price on May 27, 2026, of $ 13.74 per share. On June 4, 2026, the Company issued a total of 416,667 common shares and equivalent number of new warrants under the warrant Incentive Program for total proceeds of $ 167,083 . On June 8, 2026, a shareholder to whom milestone warrants had been transferred, exercised 100,000 milestone warrants for a total amount of proceeds of $ 100 . The Company issued the 100,000 common shares in connection with the warrant exercise on June 8, 2026. On June 11, 2026, the board of directors, upon the recommendation of the nominating and corporate governance committee, approved an increase in the size of the board of directors from six (6) to nine (9) members. On June 11, 2026, the board of directors, upon the recommendation of the nominating and corporate governance committee, approved the appointment of three new board members effective June 15, 2026. On June 11, 2026, the board of directors, upon the recommendation of the compensation committee, agreed that effective June 15, 2026, the following changes to the compensation for board members will take effect. All board members will be eligible for an annual cash compensation of $ 50,000 , the chair of the board will receive an annual compensation of $ 100,000 . Additionally, on an annual basis, each board member will be granted the equivalent of $ 100,000 worth of Restricted Stock Units, the number of shares will be determined based on the closing price on the grant date. Twenty five percent (25%) of the shares will vest every 3 months for the following twelve months. The chairman of the board will receive the equivalent of $ 150,000 under the same terms as the other board members. Eligibility will be determined on the “continuous service” conditions as defined in the board member’s agreement. On June 11, 2026, the board of directors, upon the recommendation of the compensation committee, agreed that effective June 15, 2026, the following changes to the compensation for committee members will take effect. This compensation is in addition to the board member’s fees as previously disclosed. Nominating and Corporate Governance committee members will receive $ 5,000 per year, with the chair of the committee receiving $ 7,500 . Compensation committee members will receive $ 6,000 per year, with the chair of the committee receiving $ 12,000 . Audit committee members will receive $ 7,500 per year, with the chair of the committee receiving $ 15,000 . 26 CONEXEU SCIENCES INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 12. Subsequent Events (cont'd) On June 11, 2026, the board of directors, upon the recommendation of both the nominating and corporate governance and compensation committees, approved the appointment of a new Chief Commercial Officer (“CCO”) effective June 15, 2026, along with his associated compensation package. This individual was previously an independent non-executive board member. He will continue to serve on the board as a non-independent executive board member. As part of his role as CCO, he will become a full-time employee, his annual salary is $ 270,000 , additional incentives include, an annual discretionary bonus, a milestone equity award up to a maximum of 0.75% of the Company’s common shares on an issued and outstanding basis at the time of the equity grant, plus $37,500 upon the date of the completion of a financing of $20 million at a minimum of $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 or $24,750 will be earned and paid out. 27