UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1/A
(Amendment No. 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. ☐

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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. ☐

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 February 3, 2026

PROSPECTUS

CONEXEU SCIENCES INC.

9,481,123 Shares of Common Stock

This prospectus relates to the resale or other disposition of up to 9,481,123 shares of common stock of Conexeu Sciences Inc. (the "Company") that may be offered and sold, from time to time, by the 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"), which were subsequently transferred to another party; (b) 3,750,000 shares of common stock issued by the Company pursuant to a private placement that closed on May 16, 2025 (the "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) 397,789 shares of common stock issued by the Company pursuant to its Regulation Crowdfunding ("Reg CF") offering on September 19, 2025 or October 9, 2025; (e) 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 (f) 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. The Selling Securityholders anticipate offering and selling the shares of outstanding common stock and the shares underlying the outstanding Warrants at an initial offering price between $8.00 and $12.00 per share. The Selling Securityholders are offering the 9,481,123 shares, assuming an offering price of $10.00 per share (which is the midpoint of the estimated range of the offering price), until our common stock is listed on the Nasdaq Capital Market, and thereafter at prevailing market prices, at varying prices determined at the time of sale, or at negotiated prices. These transactions are described in the prospectus under "Selling Securityholders."

Our common stock is not currently listed on any securities exchange. We have applied to list our shares of common stock on the Nasdaq Capital Market under the symbol "CNXU". However, no assurance can be given that our application to list on the Nasdaq Capital Market will be approved or that an active trading market for our shares of common stock will develop.

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, Business Advisory Agreement and the Reg CF offering, 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.

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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.

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 _______________, 2026

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TABLE OF CONTENTS

Item	Page No.

TERMS USED IN THIS PROSPECTUS	4

FORWARD-LOOKING STATEMENTS	4

PROSPECTUS SUMMARY	5

RISK FACTORS	11

USE OF PROCEEDS	23

DETERMINATION OF OFFERING PRICE	23

DIVIDEND POLICY	24

DILUTION	24

SELLING SECURITYHOLDERS	24

PLAN OF DISTRIBUTION	67

DESCRIPTION OF SECURITIES TO BE REGISTERED	69

MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS	71

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	72

BUSINESS	80

MANAGEMENT	107

EXECUTIVE AND DIRECTOR COMPENSATION	115

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	124

RELATED PARTY TRANSACTIONS	126

INTERESTS OF NAMED EXPERTS AND COUNSEL	135

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	136

WHERE YOU CAN FIND MORE INFORMATION	136

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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.

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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 an early-stage medical device company formed to acquire and commercialize intellectual property ("IP") developed over more than a decade at the University of British Columbia (the "University") and the BC Professional Firefighters Burn and Wound Healing Laboratory. In November 2023, the Company entered into a patent assignment agreement with the University pursuant to which the Company acquired an assignment of the University's right, title, and interest in the applicable patents and patent applications related to the underlying technology.

The Company's only device candidate is the CXU™ scaffold device candidate, which is in preclinical development and has not been approved or cleared for marketing in any jurisdiction. The Company is conducting preclinical research and preparing for regulatory engagement to evaluate potential use in wound care and other medical applications. Any potential benefits to patients, providers, or healthcare systems have not been established and will require further study and regulatory review.

CXU™ is a temperature-responsive, collagen-based extracellular matrix ("ECM") formulation designed to transition from a liquid to a gel-like scaffold following topical application or injection, typically within approximately ten minutes (the "10 Minute Tissue™" concept). The device IP is protected by issued and pending patents and is being evaluated in preclinical studies for its ability to provide an ECM-like environment associated with cellular infiltration, vascularization, and organized tissue remodeling in non-clinical models.

We intend to seek FDA clearance in the United States for the CXU™ scaffold device candidate through the 510(k) premarket notification process as a Class II medical device; however, the FDA has not yet determined the appropriate classification or regulatory pathway for our device candidate, may require additional data or a different pathway, and there can be no assurance that we will obtain clearance or that the device candidate will become commercially available.

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CAUTION: CXU™ IS A DEVICE CANDIDATE IN PRECLINICAL DEVELOPMENT AND IS NOT CLEARED OR APPROVED FOR MARKETING IN THE UNITED STATES OR ANY OTHER JURISDICTION.

History

The CXU™ scaffold technology originated from research conducted over more than a decade at the University, including work led and co-authored by our founders, Dr. Claudia Chavez-Munoz, M.D., Ph.D., and Dr. Ryan Hartwell, Ph.D., who were involved in the technology's formulation and preclinical evaluation from its early development. This body of work includes graduate research at the University focused on an in-situ forming scaffold for wound repair. The technology was subsequently advanced at the University and disseminated through peer-reviewed publications that describe the underlying material concepts and preclinical investigations.^[1][2]

Patent Assignment Agreement and Loan Agreement

The University had conducted research activities during the course of which it invented, developed and/or acquired certain patent rights relating to UBC UILO file 14-063, titled "Engineered In-situ forming composite tissue graft" (the "University Technology"). The Company's founders, Dr. Ryan Hartwell and Dr. Claudia Chavez-Munoz, participated in certain early discovery and research activities undertaken in the development of the University Technology while affiliated with the University.

On November 20, 2023, Conexeu entered into the following agreements with the University: (i) a patent assignment agreement (the "Patent Assignment Agreement"), and a (ii) loan agreement (the "Loan Agreement"). Pursuant to the Patent Assignment Agreement, the University agreed to transfer, sell and assign to Conexeu all of the University'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 the University 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 the University a total of CAD$213,795 (US$148,037) in full settlement of the expenses, loan and accrued interest. On April 7, 2025, the University assigned to the Company the Patents and on April 7, 2025, the Company was officially registered as the patent owner.

Pursuant to the Patent Assignment Agreement, the University agreed to assign to the Company, and the Company agreed to accept, a 100% assignment of the University's right, title, and interest in and to the patents and patent applications identified in the Patent Assignment Agreement, together with associated rights worldwide (collectively, the "Assigned Patents").

The Assigned Patents include, to the extent applicable, (i) any letters patent that have issued or may issue on such applications, (ii) any validations and foreign counterparts, and (iii) any continuations, divisionals, continuations-in-part (to the extent included in the Assigned Patents as defined in the Patent Assignment Agreement), reissues, renewals, and extensions associated with the foregoing.

The Patent Assignment Agreement provided that the consideration for the assignment and transfer of the Assigned Patents would be satisfied through the issuance by the Company of certain securities to the University and/or specified stakeholders associated with the University (the "Assignment Consideration"). According to the Company's records, such securities issuance was intended to constitute the full and final consideration for the University's assignment and transfer of the Assigned Patents, as set forth in the Patent Assignment Agreement. The Company's capitalization reflects the issuance of such securities; additional detail regarding issuances and the recipients thereof is included under "Capitalization" and "Certain Relationships and Related Party Transactions," as applicable.

________________________________________
^[1] Example peer-reviewed publication (Acta Biomaterialia, 2011) describing an injectable ECM concept (ScienceDirect abstract page).

^[2]UBC Library Open Collections - Hartwell thesis page ("Development and application of an in-situ forming, biohybrid scaffold for wound repair").

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On April 7, 2025, the University executed and delivered, and the Company accepted, the assignment and transfer instruments effecting the conveyance of all of the University's right, title, and interest worldwide in and to the Assigned Patents from the University to the Company, subject to the terms and conditions of the Patent Assignment Agreement. As a result, as of April 7, 2025, the Company acquired the University's assigned ownership interest in the Assigned Patents, including the rights described above in any resulting letters patent and related continuations, divisionals, and reissues to the extent encompassed by the Patent Assignment Agreement.

Intellectual Property

The Company's proprietary formula, CXU^TM, is an ECM scaffold device candidate protected by patents (collectively, the "Patents") in Australia, and the European Union (validated in Belgium, Switzerland, Germany, Spain, France, Great Britain, Ireland, Italy, and the Netherlands), Japan, and the USA, which form a critical barrier to entry and secure our competitive advantage in regenerative medicine. Origin and ownership of the Company's core patent rights were assigned from the University. Patent protection in Canada for such proprietary ECM scaffold technology remains pending. The Patents are summarized in the table below:

Jurisdiction	Patent No.	Grant Date (Expiry Date)	Technology	Claim Type
United States	10,865,811	December 2020 (February 2036)	ECM scaffold technology	Composition; method of preparing the composition
European Union	3,253,417	June 2023 (February 2036)	ECM scaffold technology	Composition; method of preparing the composition; use of a composition
Australia	2016214910	January 2022 (February 2036)	ECM scaffold technology	Composition; method of preparing the composition
Japan	6,937,696	September 2021 (February 2036)	ECM scaffold technology	Composition; method of preparing the composition
Canada	2,974,209	Pending (February 2036)	ECM scaffold technology	Composition; method of preparing the composition; product; use

The Patents are directed to and 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.

While we believe our IP strategy 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 device candidate; CXU^TM Scaffold, an extra cellular matrix (ECM) scaffold 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. This scaffold supports cell growth, tissue integration, and faster healing, making it well-suited for a range of medical and aesthetic applications.

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In wound care, Conexeu's CXU™ scaffold has demonstrated wound-healing performance in preclinical pilot studies ^{[1][2][3][4][5][6][7][8]} that we believe is favorable relative to certain comparator devices, including observations consistent with reduced scarring and contracture and improved tissue quality;^[6] these findings are preliminary, derived from non-clinical models, and may not be predictive of clinical outcomes. The scaffold is formulated as a liquid intended to conform to irregular wound geometries prior to transitioning at body temperature to a scaffold, and we are evaluating potential applications in acute wounds, burns, and complex wound presentations, including tunneling and dehiscent wounds.

Separately, we are conducting preclinical research to evaluate potential aesthetic applications of the same underlying collagen-based scaffold technology, including as an injectable soft-tissue filler for facial indications and, over time, larger-volume applications; we have not obtained FDA clearance or approval for any wound care or aesthetic indication, and any future development would be subject to additional research, demonstrated safety and performance, and applicable regulatory authorizations.

Overall, Conexeu's patent may offer a novel approach to tissue engineering, offering a versatile framework that can potentially be deployed in multiple areas of the body. The Company has secured patent protection worldwide (including the US, EU, Japan, Australia, Canada (pending)) that has 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");

________________________________________
^[1] Acta Biomaterialia (2011) "A novel hydrogel-collagen composite improves functionality of an injectable extracellular matrix"

https://conexeu.com/wp-content/uploads/2025/04/Acta-Biomaterialia-2011-A-novel-hydrogel-collagen-composite-improves-functionality-of-an-injectable.pdf

^[2] Canadian Journal of Diabetes (2013) "Embedding Islet in a Liquid Scaffold Increases Islet Viability and Function"

https://conexeu.com/wp-content/uploads/2025/05/Canadian-Journal-of-Diabetes-2013-Embedding-Islet-in-a-Liquid-Scaffold-Increases-Islet-Viability-and-Function.pdf

^[3] Tissue Engineering Part A (2015) "An In-Situ Forming Skin Substitute Improves Healing Outcome in a Hypertrophic Scar Model

https://conexeu.com/wp-content/uploads/2025/05/Tissue-Engineering-Part-A-2015-An-In-Situ-Forming-Skin-Substitute-Improves-Healing.pdf

^[4]Biomedical Materials (2016) "Polyvinyl alcohol-graft-polyethylene glycol hydrogels improve utility and biofunctionality of injectable collagen biomaterials"

https://conexeu.com/wp-content/uploads/2025/05/Biomedical-Materials-2016-Polyvinyl-alcohol-graft-polyethylene-glycol.pdf

^[5] Journal of Burn Care & Research (2019) Annual Meeting Abstract/Poster "Liquid Dermal Scaffold With Adipose-Derived Stem Cells Improve Tissue Quality in a Murine Model of Impaired Wound Healing"

https://conexeu.com/wp-content/uploads/2025/05/Journal-of-Burn-Care-and-Research-2019-Liquid-Dermal-Scaffold-With-Adipose-Derived-Stem-Cells.pdf

^[6] Gels (2022) "Evaluating the Biocompatibility of an Injectable Wound Matrix in a Murine Model"

https://conexeu.com/wp-content/uploads/2025/05/Gels-2022-Studying-the-in-vivo-application-of-a-liquid-dermal-scaffold-in.pdf

^[7] Company data (animal data on file): We have generated internal preclinical data evaluating administration, local tissue response, and histologic remodeling in animal models; these internal datasets have not been peer-reviewed and may not be predictive of clinical outcomes.

^[8] Company data on file. Ongoing Company bench rheology data using published rheologic methods and comparator benchmarks.

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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;
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, (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, and (iv) the holders of 397,789 shares of common stock issued pursuant to the Reg CF offering.

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 Selling Securityholders anticipate offering and selling the shares of outstanding common stock and the shares underlying the outstanding Warrants at an initial offering price between $8.00 and $12.00 per share. The Selling Securityholders are offering the 9,481,123 shares, assuming an offering price of $10.00 per share (which is the midpoint of the estimated range of the offering price), until our common stock is listed on the Nasdaq Capital Market, and thereafter at prevailing market prices, 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.

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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.

Proposed Listing:	Our common stock is not currently listed for trading on any securities exchange. We have applied to list our common stock on the Nasdaq Capital Market under the symbol "CNXU".

Outstanding Shares of Common Stock:	There were 19,846,196 shares of common stock outstanding as of January 30, 2026.

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.

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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 device candidate and no commercial sales, which, together with our limited operating history, make it difficult to assess our future viability.

We are an early-stage 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, CXU™, which is currently our only device 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. We expect the CXU™ device candidate to be regulated as a Class II medical device and currently anticipate seeking FDA clearance through the 510(k) premarket notification pathway; however, the FDA has not determined the appropriate classification or regulatory pathway for CXU™, and the FDA may require additional data, including clinical data, may determine that CXU™ is a Class III device subject to a premarket approval ("PMA") application, may require a De Novo classification request, or may determine that another regulatory pathway applies. Any such determination could increase the time and cost of development and could delay, limit, or prevent commercialization., we will not be permitted to market CXU™ unless and until we obtain the required authorization from the U.S. Food and Drug Administration ("FDA"). Medical devices are regulated by the FDA and are classified as Class I, Class II, or Class III.

To date, we have not obtained any regulatory approvals for CXU™ or generated any revenue from product sales relating to CXU™. We continue to incur significant expenses related to regulatory approval and commercialization operations CXU™. 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, CXU ™, if approved. Our ability to achieve revenue and profitability is dependent on our ability to obtain necessary regulatory approvals and successfully market and commercialize CXU ™. We currently have only one device candidate, CXU™, and our business presently depends entirely on our ability to obtain the necessary regulatory authorizations and to successfully commercialize CXU™ on a timely basis, if at all. Even if we obtain FDA clearance or approval, we may be subject to significant ongoing regulatory obligations, including requirements related to manufacturing, labeling, adverse event reporting, quality systems, and post-market surveillance, and the FDA may impose limitations on the indications for use, require additional studies, or take enforcement action if we fail to comply with applicable requirements. In addition, the regulatory classification and requirements for CXU™ may depend on its final design, intended use, and claims, and changes to the device candidate or its intended uses could require additional regulatory submissions or approvals. As a result, there can be no assurance that we will obtain FDA authorization for CXU™ on the timeline we expect, or at all, or that we will be able to successfully commercialize CXU™ if such authorization is obtained.

We have limited experience in successfully commercializing a device 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 have no products approved or cleared for sale in any jurisdiction and we have generated no product revenue. If we are unable to obtain regulatory authorization for CXU™ or if commercialization is delayed or unsuccessful, we may be unable to continue operations, raise additional capital on acceptable terms, or execute our business plan.

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We currently depend entirely on the successful and timely regulatory approval and commercialization of our only device candidate, CXU™. CXU™ may not receive regulatory approval or, if it does receive regulatory approval, we may not be able to successfully commercialize it.

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 CXU™.

The regulatory and commercial success of CXU™ 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 CXU™;
our success in educating physicians and consumers about the benefits, administration and use of CXU™, if approved;
the prevalence, duration and severity of potential side effects experienced with CXU™ ;
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 CXU™.
the ability to raise additional capital on acceptable terms, or at all, if needed, to support the commercial launch of CXU™ ;
the acceptance by physicians and consumers of the safety and efficacy of CXU™ , if approved;
our ability to successfully commercialize CXU™, 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 CXU™ 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 CXU™. Even if regulatory approvals are obtained, we may never be able to successfully commercialize CXU™ or any future device 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 CXU™ or any future device 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 CXU™ 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 CXU™ , to commercialize CXU™ , for the development of any other indications of CXU™ , and for the clinical development of any additional device 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 CXU™ ™, if approved. In the long term, these expenditures will include costs associated with the continued commercialization of CXU™ ™, if approved, and any of our future device 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 CXU™ or any future device candidates. We expect to incur additional costs such as hiring additional personnel and expanding our operations.

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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 device 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 device 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 CXU™ or future device 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 CXU™ 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 CXU™ and any future device 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 CXU™ ™, 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 CXU™ ™.

The degree and rate of healthcare practitioner adoption of CXU™ and any future device candidates, if approved, depend on a number of factors, including:

the effectiveness, ease of use, and safety of CXU™ and any future device candidates as compared to existing products or treatments;
healthcare practitioners and consumer willingness to adopt CXU™ 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 CXU™ ;
the cost of CXU™ and any future device 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 CXU™ and any future device candidates by healthcare practitioners;
consumer satisfaction with the results and administration of CXU™ and any future device 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 CXU™ and any future device candidates relative to other discretionary items, especially during economically challenging times;
the revenue and profitability that CXU™ and any future device 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 CXU™ as a stand-alone product; and

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adverse publicity about our device candidates, competitive products, or the industry as a whole, or favorable publicity about competitive products.

If CXU™ or any future device 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 CXU™ or any of our future device 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 CXU™ , 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 CXU™ , healthcare practitioners could use CXU™ 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 CXU™ or any future device candidates, if approved, or use improper techniques, potentially leading to adverse results, side effects or injury, which may lead to product liability claims. If CXU™ or any future device 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 CXU™ or any future device 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.

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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.

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Our product faces, and any of our future device 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 device 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.

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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 IP protection with respect to our device 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 CXU™ 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 IP protection with respect to our device 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 device 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.

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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 IP 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 IP 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 device 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 IP 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 IP rights, we could be forced to negotiate the rights to the third party's IP 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 device 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 IP 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 device 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.

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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. In particular, although we have applied to list our common stock on the Nasdaq Capital Market, there is no assurance that our application will be accepted. 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.

- 19 -

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.

- 20 -

Upon becoming a public company, we will be required to comply the Sarbanes-Oxley Act, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting commencing with our second annual report after this offering. To achieve compliance with the Sarbanes-Oxley Act within the prescribed period, we will need to continue to dedicate internal resources, engage outside consultants and continue to execute on a detailed work plan to assess and document the adequacy of our internal control over financial reporting, continue taking steps to improve control processes, as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting. Despite our efforts, there is a risk that we will not be able to conclude, within the prescribed timeframe or at all, that our internal control over financial reporting is effective.

The failure to achieve and maintain effective internal control over financial reporting could have a material adverse effect on our business, financial condition and results of operations. In the event that we are not able to successfully remediate the existing material weaknesses in our internal control over financial reporting or identify additional material weaknesses, or if our internal control over financial reporting is perceived as inadequate or it is perceived that we are unable to produce timely or accurate financial statements, investors may lose confidence in our results of operations, the price of our shares of common stock could decline, we could become subject to investigations by the stock exchange on which our common stock is listed, the SEC or other regulatory agencies, which could require additional financial and management resources, or our common stock may not be able to remain listed on such exchange.

During the periods presented in our financial statements included elsewhere in this prospectus material weaknesses in internal control over financial reporting was identified in connection with complex debt and equity transactions. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. We plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate debt and equity accounting requirements that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature and research materials, and increased communication among our personnel and third-party professionals.

Risks Related to Being and Reporting as a Public Company

If we are successful in listing our common stock on the Nasdaq Capital Market, we will incur increased costs as a result of being a public reporting company, and our board of directors will be required to devote substantial time to oversight of new compliance requirements and corporate governance practices.

If we are successful in our application to list our common stock on the Nasdaq Capital Market, we would become a public reporting company. As a public company listed in the United States, we would incur significant legal, accounting and other expenses that we do not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, as amended, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the Nasdaq Capital Market, and other applicable securities rules and regulations impose various requirements on public companies, including the establishment and maintenance of effective disclosure controls and procedures and corporate governance practices. Our board of directors, management and other personnel will 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. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, which in turn could make it more difficult for us to attract and retain qualified members of our board of directors.

These rules and regulations may be subject to varying interpretations due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

Assuming Nasdaq Capital Market approves our listing application, we may fail to comply with the continued listing standards of the Nasdaq Capital Market, which may result in a delisting of our Shares.

- 21 -

We have applied to list our common stock on the Nasdaq Capital Market under the symbol "CNXU." Although we expect to meet the continued listing standards set forth in Nasdaq Listing Rules, we cannot assure you that our common stock will continue to be listed on Nasdaq Capital Market in the future. For continued listing on the Nasdaq Capital Market, we must: (a) (i) maintain at least two registered and active market makers, one of which may be a market maker entering a stabilizing bid; (ii) have a minimum bid price of at least $1.00 per share; (iii) have at least 300 public holders; (iv) have at least 500,000 publicly held shares; and (v) have a market value of publicly held shares of at least $1 million; and (b) have stockholders' equity of at least $2.5 million.

If Nasdaq Capital Market determines to delist our common stock and we are not able to list our common stock on another national securities exchange, a reduction in some or all of the following may occur, each of which could have a material adverse effect on the holders of our shares of common stock:

the liquidity of our shares;
the market of our shares;
our ability to obtain financing for the continuation of our operations;
the number of investors that will consider investing in our shares;
the number of market makers in our shares;
the availability of information concerning the trading prices and volume of our shares; and
the number of broker-dealers willing to execute trades in our shares.

Upon becoming a public company, we expect to qualify as an "emerging growth company" under the Jumpstart Our Business Startups Act of 2012 and a "smaller reporting company" within the meaning of the Exchange Act, and we would thereby be eligible to take advantage of certain exemptions from disclosure requirements available to emerging growth companies and smaller reporting companies, as applicable. We plan to take advantage of such exemptions, with the result that our shares of common stock may be less attractive to investors and may make it more difficult to compare our performance with other public companies.

If, as we expect, we qualify as an "emerging growth company" under the under the Jumpstart Our Business Startups Act of 2012 (or the "JOBS Act") after we become a public reporting company, then, among other things: we would not be required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; we would not be required to provide compensation discussion and analysis; we would not be required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachute arrangements; we would be exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure; we could provide 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"), instead of three years in our filings with the SEC; and, under section 107 of the JOBS Act, we could claim longer phase-in periods for the adoption of new or revised financial accounting standards. We intend to take advantage of all of these reduced reporting requirements and exemptions. Our election to use the phase-in periods under Section 107 of the JOBS Act may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of those phase-in periods.

We will cease to be an "emerging growth company" five years after the initial sale of our common equity pursuant to a registration statement declared effective under the Securities Act, or such earlier time should we no longer meet the definition of an "emerging growth company." We will also cease to be an "emerging growth company" if our 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.

- 22 -

Certain of these reduced reporting requirements and exemptions will also be available to our Company due to the fact that we are also likely to qualify, once listed, as a "smaller reporting company" under the Commission'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. We will continue to qualify as a "smaller reporting company" provided that: (a) the market value of our common stock held by non-affiliates is less than $250 million; or (b) the market value of our common stock held by non-affiliates is less than $700 million and our annual revenues will continue to be less than $100 million.

We cannot predict if investors will find our shares of common stock less attractive because we may rely on these exemptions. If some investors find our shares of common stock less attractive as a result, there may be a less active trading market for our shares of common stock and our stock price may be more volatile. We may take advantage of these reporting exemptions until we are no longer an emerging growth company and/or a smaller reporting company.

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 anticipate offering and selling the shares of outstanding common stock and the shares underlying the outstanding Warrants at an initial offering price between $8.00 and $12.00 per share. The Selling Securityholders are offering the 9,481,123 shares, assuming an offering price of $10.00 per share (which is the midpoint of the estimated range of the offering price), until our common stock is listed on the Nasdaq Capital Market, and thereafter at prevailing market prices, at varying prices determined at the time of sale, or at negotiated prices as set forth under "Plan of Distribution" in this prospectus.

- 23 -

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.

DILUTION

The common stock to be sold by the Selling Securityholders as provided in the "Selling Securityholders" section is common stock that is currently issued. Accordingly, there will be no dilution to our existing stockholders.

Our net tangible book value attributable to shareholders at October 31, 2025 was $7,133,632, or $0.38 per share of common stock. Net tangible book value per share of common stock as of October 31, 2025 represents the amount of our total tangible assets less total liabilities, divided by the number of our shares of common stock outstanding.

Assuming an offering price of $10.00 per share of common stock by the Selling Securityholders, the dilution to investors purchasing common stock being sold by the selling securityholders will be $9.61 per share of common stock but does not take into consideration any other changes in our net tangible book value after October 31, 2025.

The following table compares the effective cash contributions of directors, senior management, and affiliated persons during the past five years, in exchange for equity securities or rights to acquire equity securities, to the public offering price to be paid by investors purchasing common stock being sold by the Selling Securityholders.

	Shares Purchased or Purchasable (number)	Total Consideration (amount)	Average Price (per share)
Directors, senior management and affiliated persons from Nov. 2, 2022 to January 2026	11,760,074⁽¹⁾	$5,413,890⁽²⁾	$0.46
New investors through this offering by selling securityholders	9,481,123	$94,811,230	$10.00

Notes:

(1) This figure includes 4,103,595 shares of common stock issuable upon exercise of warrants as well as 475,000 shares of common stock issuable upon exercise of stock options.

(2) This figure includes $563,791 that the Company would receive upon exercise of the warrants and $250,000 that the Company would receive upon exercise of the stock options.

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 9,481,123 shares of common stock, which are comprised of (i) 750,000 shares of common stock issued by the Company pursuant the Debt Settlement Agreement, which were subsequently transferred to another party, (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) 397,789 shares of common stock issued by the Company pursuant to the Reg CF offering; (v) 3,750,000 shares of common stock issuable upon exercise of the Private Placement Warrants issued pursuant to the Private Placement, and (vi) 416,667 shares of common stock issuable upon exercise of the Business Advisory Warrants issued pursuant to the 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.

- 24 -

On September 15, 2024, we entered into the Debt Settlement Agreement with 0865546 B.C. Ltd. whereby we issued 750,000 shares of common stock (pre-reverse split - 3,000,000 shares) in exchange for the settlement of an outstanding liability in the amount of $22,500 owing to 0865546 B.C. Ltd. for services rendered to the Company. The 750,000 shares were subsequently transferred to San Spirito Trust on July 7, 2025.

On May 16, 2025, we entered into the Business Advisory Agreement with Urs Meier, whereby Mr. Meier provides strategic analysis and advice on the Company's business objectives in Europe, including organizational meetings and developing the Company's business strategy in Europe, in exchange for the issuance to Mr. Meier of 416,667 Units at a deemed price of $0.40 per Unit. Each Unit consisted 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.

On September 19, 2025 and October 9, 2025, we issued an aggregate of 2,499,962 shares of our common stock pursuant to our Reg CF offering, of which we are registering for resale 397,789 shares of our common stock issued in such Reg CF offering.

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 January 30, 2026, 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. Certain Selling Securityholders, as identified in the table below, are limited to the offer of a maximum of the lesser of (i) 325 shares of common stock beneficially owned by them or (ii) all of the shares of common stock beneficially owned by them. As 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 the maximum number of 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⁾	3.100%	625,000	Nil	Nil
Jason Pamer	625,000⁽⁴⁾	3.100%	625,000	Nil	Nil
Philip Tapley	625,000⁽⁵⁾	3.100%	625,000	Nil	Nil
Paisley Capital Holdings Corp.	1,800,000⁽⁶⁾	9.070%	1,800,000	Nil	Nil

- 25 -

	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
Viola Mae Suffron	1,000,000⁽⁷⁾	4.964%	1,000,000	Nil	Nil
Richard Christensen	625,000⁽⁸⁾	3.100%	625,000	Nil	Nil
Urs Meier	833,334⁽⁹⁾	4.113%	833,334	Nil	Nil
San Spirito Trust	750,000⁽¹⁰⁾	3.779%	750,000	Nil	Nil
Quintus Growth Fund (subfund of Multi-Valor AIF Umbrella Fund SICAV)	2,200,000⁽¹¹⁾	9.979%	2,200,000	Nil	Nil
3 Circle LLC	10,000⁽¹²⁾	*	325	9,675	*
Abbas Chothia	5,000	*	325	4,675	*
Abdu Bahta	1,000	*	325	675	*
Abigail Tarockoff	250	*	250	Nil	Nil
Adriano Basile	3,000	*	325	2,675	*
Agnes Fok	1,000	*	325	675	*
Agustin Padilla	1,500	*	325	1,175	*
Akiko Kanazawa	1,000	*	325	675	*
Alan Jones	1,000	*	325	675	*
Alan Ryan	2,500	*	325	2,175	*
Alberto Bautista	1,000	*	325	675	*
Alcee Whitehead Jr	500	*	325	175	*
Aleksandar Novakovic	500	*	325	175	*
Aleš Koncilja	1,500	*	325	1,175	*
Aleta Gunsul	500	*	325	175	*
Alex Liao	5,000	*	325	4,675	*
Alexandra Simakis	250	*	250	Nil	Nil
Alfonso Trevino	5,000	*	325	4,675	*
Aline Weaver	250	*	250	Nil	Nil
Alison Sheppard	250	*	250	Nil	Nil
Allan Ashley	260	*	260	Nil	Nil
Allen Glushakow	10,000	*	325	9,675	*
AltoIRA Custodian FBO Allen Collins ROTH IRA	1,000⁽¹³⁾	*	325	675	*
AltoIRA Custodian FBO Ansel Drummond	1,500⁽¹⁴⁾	*	325	1,175	*
AltoIRA Custodian FBO Carolyn Luu	820⁽¹⁵⁾	*	325	495	*

- 26 -

	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
AltoIRA Custodian FBO Daniel Denham	3,750⁽¹⁶⁾	*	325	3,425	*
AltoIRA Custodian FBO Denise Squires	500⁽¹⁷⁾	*	325	175	*
AltoIRA Custodian FBO Edith Falls	1,250⁽¹⁸⁾	*	325	925	*
AltoIRA Custodian FBO Garo Artinian	1,000⁽¹⁹⁾	*	325	675	*
AltoIRA Custodian FBO Hayward Babin	250⁽²⁰⁾	*	250	Nil	Nil
AltoIRA Custodian FBO Jay Reichert	4,988⁽²¹⁾	*	325	4,663	*
AltoIRA Custodian FBO Jeannette Miller Berman	550⁽²²⁾	*	325	225	*
AltoIRA Custodian FBO John Hwung	700⁽²³⁾	*	325	375	*
AltoIRA Custodian FBO John Peoples	690⁽²⁴⁾	*	325	365	*
AltoIRA Custodian FBO Joseph Brady-Amoon	250⁽²⁵⁾	*	250	Nil	Nil
AltoIRA Custodian FBO Karen Zicht	1,250⁽²⁶⁾	*	325	925	*
AltoIRA Custodian FBO Lewis Kemmerer, Jr	700⁽²⁷⁾	*	325	375	*
AltoIRA Custodian FBO Lloyd Thomason	1,000⁽²⁸⁾	*	325	675	*
AltoIRA Custodian FBO Martha Thomas	1,500⁽²⁹⁾	*	325	1,175	*
AltoIRA Custodian FBO Michael Hlavin	450⁽³⁰⁾	*	325	125	*
AltoIRA Custodian FBO Michael Hu	10,000⁽³¹⁾	*	325	9,675	*
AltoIRA Custodian FBO MICHAEL LEE	5,000⁽³²⁾	*	325	4,675	*
AltoIRA Custodian FBO MONI MOSHARAF	1,000⁽³³⁾	*	325	675	*
AltoIRA Custodian FBO Ralph Kato	10,000⁽³⁴⁾	*	325	9,675	*
AltoIRA Custodian FBO Richard Nelson	2,500⁽³⁵⁾	*	325	2,175	*
AltoIRA Custodian FBO Robert Abel	2,540⁽³⁶⁾	*	325	2,215	*
AltoIRA Custodian FBO Sawako Suzuki	619⁽³⁷⁾	*	325	294	*
AltoIRA Custodian FBO Shane Carr	2,500⁽³⁸⁾	*	325	2,175	*
AltoIRA Custodian FBO Steven Marks	1,111⁽³⁹⁾	*	325	786	*

- 27 -

	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
AltoIRA Custodian FBO Thomas Happensack	5,000⁽⁴⁰⁾	*	325	4,675	*
Alvin Gipson	10,000	*	325	9,675	*
Amir Mayer	1,000	*	325	675	*
Amy Bunker	750	*	325	425	*
Analyn Krebs	250	*	250	Nil	Nil
Andrea Biel	6,000	*	325	5,675	*
Andreas Pabst	1,000	*	325	675	*
Andrei Hoha	780	*	325	455	*
Andres Layrisse	2,500	*	325	2,175	*
Andrew Bausch	2,000	*	325	1,675	*
Andrew Matheson	2,500	*	325	2,175	*
Andrew Nguyen	250	*	250	Nil	Nil
Andrew Pipon	1,000	*	325	675	*
Andrew Schlag	500	*	325	175	*
Andrew Talison	999	*	325	674	*
Andrew Wolf	25,000	*	325	24,675	*
Andy Lee	1,000	*	325	675	*
Angus Tagg	500	*	325	175	*
Ann Kemp	400	*	325	75	*
Anna Jansson	1,250	*	325	925	*
Anne Guarino	600	*	325	275	*
Anthony De Vrught	1,000	*	325	675	*
Anthony Doyle	2,000	*	325	1,675	*
Anthony Ehikhamhen	5,000	*	325	4,675	*
Anthony LoMonaco	1,500	*	325	1,175	*
Anthony Lucci	250	*	250	Nil	Nil
Anthony Malone	1,000	*	325	675	*
Anthony Pache	1,000	*	325	675	*
Anthony Pedicino	500	*	325	175	*
Anthony Przymus	250	*	250	Nil	Nil
Anthony Terrana	10,000	*	325	9,675	*
Anthony Zarra	2,000	*	325	1,675	*
Antony Farinas	2,000	*	325	1,675	*
Anuj Gupta	500	*	325	175	*

- 28 -

	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
Aoidin Finbarr O'Boyle	2,500	*	325	2,175	*
Archimedes Ramirez	500	*	325	175	*
Archworx Ltd	700⁽⁴¹⁾	*	325	375	*
Arend Boer	25,000	*	325	24,675	*
Armando Sanchez	1,250	*	325	925	*
Arnold Conway	500	*	325	175	*
Arthur Meunier	250	*	250	Nil	Nil
Ashley Blair	2,600	*	325	2,275	*
Aspire Asset Management, LLC	500⁽⁴²⁾	*	325	175	*
Attila Hevesy	1,000	*	325	675	*
Attila Szabo	2,500	*	325	2,175	*
B&P Management LLC	1,000⁽⁴³⁾	*	325	675	*
BA Gold Enterprises Inc	15,000⁽⁴⁴⁾	*	325	14,675	*
Babu Rao	2,500	*	325	2,175	*
Bakers Ten Trust	261⁽⁴⁵⁾	*	261	Nil	Nil
Barbara Lair Murry	2,500	*	325	2,175	*
Barbara Pieske	2,000	*	325	1,675	*
Barry Boone	7,500	*	325	7,175	*
Barry Forester	250	*	250	Nil	Nil
Barry Naft	10,000	*	325	9,675	*
Barry Zilin	5,000	*	325	4,675	*
Bart Albrigo	1,000	*	325	675	*
Bart Kosters	582	*	325	257	*
Barton Hickson	2,000	*	325	1,675	*
Basudev Adhikari	500	*	325	175	*
Benjamin Franklin	500	*	325	175	*
Benjamin McCrary	2,500	*	325	2,175	*
Bernard Flath	2,000	*	325	1,675	*
Bernard Katz	10,000	*	325	9,675	*
Bill Barnhart	500	*	325	175	*
Bill Gile	1,250	*	325	925	*
Bina Souri	500	*	325	175	*
Blackhurst Family Trust - 9 September 2004	3,500⁽⁴⁶⁾	*	325	3,175	*

- 29 -

	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
Blair Whiting	1,000	*	325	675	*
Boris Aronov	10,000	*	325	9,675	*
Brad Behrendt	1,000	*	325	675	*
Bradley Blanchard	10,000	*	325	9,675	*
Bradley Orthmann	1,000	*	325	675	*
Brenda Hanneman	1,000	*	325	675	*
Brenda Norgren	500	*	325	175	*
Brent DeFeo	3,000	*	325	2,675	*
Brett Muir	500	*	325	175	*
Brian Adolph	500	*	325	175	*
Brian Budenz	290	*	290	Nil	Nil
Brian Effron	2,500	*	325	2,175	*
Brian Hammer	2,500	*	325	2,175	*
Brian Jaynes	1,500	*	325	1,175	*
Brian Maggs	1,000	*	325	675	*
Brian Pradko	2,500	*	325	2,175	*
Brian Samway	2,000	*	325	1,675	*
Brian Wisinski	250	*	250	Nil	Nil
Brian Young	1,250	*	325	925	*
Bridgette Stoltz	600	*	325	275	*
Brindusa Bunea	985	*	325	660	*
Bruce Havel	1,250	*	325	925	*
Bruce Lantelme	1,500	*	325	1,175	*
Bruce Vanyo	1,000	*	325	675	*
Bryan Koepp	10,000	*	325	9,675	*
Bryan Tanaka	2,500	*	325	2,175	*
Calum Townsend	2,500	*	325	2,175	*
Cameron Smith	500	*	325	175	*
Candice Buchanan	500	*	325	175	*
Carefree Connections Holding Ltd.	5,000⁽⁴⁷⁾	*	325	4,675	*
Carl Spain	500	*	325	175	*
Carla Amill	300	*	300	Nil	Nil
Carlos Diaz	1,000	*	325	675	*
Carlos Monge	300	*	300	Nil	Nil

- 30 -

	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
Carlos Valverde	500	*	325	175	*
Carmen Fontanez	1,000	*	325	675	*
Carol B Zelazny	500	*	325	175	*
Carolyn Luu	1,000	*	325	675	*
Carolyn Patrick	2,000	*	325	1,675	*
Cary Swindle	1,000	*	325	675	*
Casey Keefer	300	*	300	Nil	Nil
Catherine Boe	2,000	*	325	1,675	*
Catherine Nnabuife	1,000	*	325	675	*
Catherine Richards	500	*	325	175	*
Chalk Creek Investments LLP	5,000⁽⁴⁸⁾	*	325	4,675	*
Chandrarajan Arianayagam	500	*	325	175	*
Chantal Froehlich	1,500	*	325	1,175	*
Charles A Kohls	700	*	325	375	*
Charles Blalock	3,000	*	325	2,675	*
Charles Desjardins	500	*	325	175	*
Charles Giangreco	300	*	300	Nil	Nil
Charles Herring	1,000	*	325	675	*
Charles Northcutt Jr.	1,750	*	325	1,425	*
Charles OCain	500	*	325	175	*
Charles Paxton	5,000	*	325	4,675	*
Charles Robertson	12,500	*	325	12,175	*
Charles Sargent	5,000	*	325	4,675	*
Charles Stouffer	2,000	*	325	1,675	*
Charles Swartz	1,000	*	325	675	*
Charlotte Clement	250	*	250	Nil	Nil
Charlotte OBrien	250	*	250	Nil	Nil
Charmel Bowden	500	*	325	175	*
Chelston Farm Pty Ltd	3,220⁽⁴⁹⁾	*	325	2,895	*
Cheng En Boo	1,000	*	325	675	*
Chris Graebe	1,250	*	325	925	*
Chris Kelly	600	*	325	275	*
Chris Lancashire	5,000	*	325	4,675	*

- 31 -

	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
Chris Patterson	5,000	*	325	4,675	*
Chris Raykowski	500	*	325	175	*
Christianus Matheus PA van Dam	1,500	*	325	1,175	*
Christine A Nawrocki Living Trust	500⁽⁵⁰⁾	*	325	175	*
Christine Bagley	500	*	325	175	*
Christine L Mallette	250	*	250	Nil	Nil
Christine Murray	5,000	*	325	4,675	*
Christopher Allen	1,000	*	325	675	*
Christopher Gregory	1,000	*	325	675	*
Christopher Hansen	250	*	250	Nil	Nil
Christopher Karsa	400	*	325	75	*
Christopher Kirby	500	*	325	175	*
Christopher Middendorf	7,500	*	325	7,175	*
Chuck Moon	1,000	*	325	675	*
Clare Murray	5,000	*	325	4,675	*
Clarence Berkompas	2,500	*	325	2,175	*
Clarence Bry	500	*	325	175	*
Clark Wood	1,250	*	325	925	*
Clearwater Land Investments LLC	1,721⁽⁵¹⁾	*	325	1,396	*
Clifford Olsen	500	*	325	175	*
Clinton Moon	1,250	*	325	925	*
Clyde Farrell	7,500	*	325	7,175	*
Clyde Smithson	6,250	*	325	5,925	*
Coachdesk Pty Limited	1,000⁽⁵²⁾	*	325	675	*
Cole Family Trust Edward M Cole TTEE, Kathryn P Cole TTEE, dated 11/15/1999	1,500⁽⁵³⁾	*	325	1,175	*
Colin Lawrence	10,000	*	325	9,675	*
Colin Toyo	1,000	*	325	675	*
Colleen Riley	250	*	250	Nil	Nil
Coral Joan Kline TTEE, The Coral Living Trust U/A DTD 12/17/1991	1,000⁽⁵⁴⁾	*	325	675	*
Craig Lodico	2,000	*	325	1,675	*

- 32 -

	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
Craig Quaglia	2,500	*	325	2,175	*
Craig Strickland	5,000	*	325	4,675	*
Curtis Clark	1,500	*	325	1,175	*
Cynthia Hockman	300	*	300	Nil	Nil
Da Gimi Trust UAD 05/04/2009	10,000⁽⁵⁵⁾	*	325	9,675	*
Daena Lenkey	1,000	*	325	675	*
Dale Christie	10,000	*	325	9,675	*
Dale Wilbourn	7,000	*	325	6,675	*
Dan King	500	*	325	175	*
Dan Robertson	2,000	*	325	1,675	*
Dana Beckhorn	500	*	325	175	*
Dana Drew	1,000	*	325	675	*
Dania Seiglie	5,000	*	325	4,675	*
Daniel Bullis	2,500	*	325	2,175	*
Daniel Castro	5,000	*	325	4,675	*
Daniel Gonzalez	1,500	*	325	1,175	*
Daniel Jones	250	*	250	Nil	Nil
Daniel Kremin	1,000	*	325	675	*
Daniel McTyre	250	*	250	Nil	Nil
Daniel Neeson	1,100	*	325	775	*
Daniel Sharon	750	*	325	425	*
Daniel Walters	500	*	325	175	*
Daniel Wood	1,500	*	325	1,175	*
Danski Family Revocable Trust	10,000⁽⁵⁶⁾	*	325	9,675	*
Darlene Marcellay-Hyland	1,000	*	325	675	*
Darren Allgeyer	2,250	*	325	1,925	*
Darwin Subart	750	*	325	425	*
David Adams	1,500	*	325	1,175	*
David Adolphson	5,000	*	325	4,675	*
David Alford	5,000	*	325	4,675	*
David Bowen	500	*	325	175	*
David Brummond	1,000	*	325	675	*
David Bunnell	2,000	*	325	1,675	*

- 33 -

	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
David Clayton	500	*	325	175	*
David Costal	2,500	*	325	2,175	*
David Donnell	1,250	*	325	925	*
David E Mraz	1,000	*	325	675	*
David E. Heinzman	250	*	250	Nil	Nil
David Edwards	1,000	*	325	675	*
David Formas	500	*	325	175	*
David Friedholm	1,000	*	325	675	*
David Gallop	250	*	250	Nil	Nil
David Heberlein	2,000	*	325	1,675	*
David Jackson	500	*	325	175	*
David Jaeger	3,000	*	325	2,675	*
David John Boersma	2,500	*	325	2,175	*
David Lidford	2,000	*	325	1,675	*
David Lopian	700	*	325	375	*
David McDermott	1,500	*	325	1,175	*
David Moscovitz	250	*	250	Nil	Nil
David Noble	8,000	*	325	7,675	*
David Ogden	5,000	*	325	4,675	*
David R Moton	2,500	*	325	2,175	*
David Santamaria	250	*	250	Nil	Nil
David Scheiffele	500	*	325	175	*
David Scholten	5,000	*	325	4,675	*
David Shaffer	1,250	*	325	925	*
David Stuckey	2,500	*	325	2,175	*
Dawn Lawrence	1,000	*	325	675	*
Dawn Pennington	250	*	250	Nil	Nil
Dawn Woods	1,000	*	325	675	*
Dean Pang	1,500	*	325	1,175	*
Dean Westad	300	*	300	Nil	Nil
Deanna Ronsani	1,000	*	325	675	*
Deborah Barber	300	*	300	Nil	Nil
Deborah Francis	400	*	325	75	*
Deborah Rice	500	*	325	175	*

- 34 -

	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
Debra Weicht	750	*	325	425	*
Delton Alderman	250	*	250	Nil	Nil
Denise Fowkes	1,000	*	325	675	*
Denise Squires	250	*	250	Nil	Nil
Dennis Bradshaw	300	*	300	Nil	Nil
Dennis OConnor	1,000	*	325	675	*
Dennis Pratt	1,000	*	325	675	*
Dennis Solomon	5,000	*	325	4,675	*
Denzle Harrison	250	*	250	Nil	Nil
Derek Graham	500	*	325	175	*
Derek Tom	2,500	*	325	2,175	*
Deron Cherry	1,000	*	325	675	*
Desiree Hogervorst-Ortiz	260	*	260	Nil	Nil
Desmond Geddings	1,000	*	325	675	*
Detra Younger	250	*	250	Nil	Nil
Dhana Giardina	500	*	325	175	*
Dian Warep	2,500	*	325	2,175	*
Dirk Minatre	1,000	*	325	675	*
Divina Arnecilla	1,500	*	325	1,175	*
Djeto Ivezaj	500	*	325	175	*
DJolivet Fam Fund	500⁽⁵⁷⁾	*	325	175	*
Don Clarke	750	*	325	425	*
Don McQuary	2,500	*	325	2,175	*
Don Nguyen	2,500	*	325	2,175	*
Donald DeVeny	500	*	325	175	*
Donald Hay	1,000	*	325	675	*
Donald Howard	500	*	325	175	*
Donald Prasek	1,500	*	325	1,175	*
Dorcas Wilson-Nkosi	1,000	*	325	675	*
Doris Kotarski	2,500	*	325	2,175	*
Doug Dunsmoor	1,800	*	325	1,475	*
Doug Luebbe	3,750	*	325	3,425	*
Douglas Dickey	5,000	*	325	4,675	*
Douglas Dykstra	500	*	325	175	*

- 35 -

	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
Douglas Feinberg	250	*	250	Nil	Nil
Douglas Gillette	2,250	*	325	1,925	*
Douglas Hoffman	500	*	325	175	*
Douglas Pominville	2,000	*	325	1,675	*
Douglas Russell	7,500	*	325	7,175	*
Doyle Waggle	1,000	*	325	675	*
Dr. Hubert Gotthard TSCHOPP	5,000	*	325	4,675	*
DRP Roth Investments LLC	5,000⁽⁵⁸⁾	*	325	4,675	*
Duane Kerr	250	*	250	Nil	Nil
Duane Rieck	300	*	300	Nil	Nil
Duncan Hoge	1,200	*	325	875	*
Dwight Bailey	500	*	325	175	*
Ed LeCam	1,000	*	325	675	*
Ed Painz	1,500	*	325	1,175	*
Eddy White	1,000	*	325	675	*
Edward Cobb	2,500	*	325	2,175	*
Edward DiNardo	1,500	*	325	1,175	*
Edward Hernandez	625	*	325	300	*
Edward Hoelck	1,500	*	325	1,175	*
Edward Kosakoski	1,500	*	325	1,175	*
Edward l Brink	1,000	*	325	675	*
Edward Leverock	3,000	*	325	2,675	*
Edward Mccullen	500	*	325	175	*
Edward Murphy	250	*	250	Nil	Nil
Edward Shober and Virginia Shober	2,500	*	325	2,175	*
Edward Swanson	3,000	*	325	2,675	*
Efrain Rios	500	*	325	175	*
Efren Aquino	2,500	*	325	2,175	*
Efren Valdez	250	*	250	Nil	Nil
Elanthiraiyan Manivannan	2,000	*	325	1,675	*
Elias Fakouri	1,500	*	325	1,175	*
Elias Semaan	1,100	*	325	775	*
Eliot Jonesi	650	*	325	325	*

- 36 -

	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
Elisa J Castro	800	*	325	475	*
Eliseo Fernandez Cano	2,500	*	325	2,175	*
Elizabeth Dunevant	2,500	*	325	2,175	*
Elizabeth Maltman	1,225	*	325	900	*
Elizabeth O Courouleau	250	*	250	Nil	Nil
EMaia EMaia	250	*	250	Nil	Nil
Emile Martin	1,000	*	325	675	*
Enda Reilly	300	*	300	Nil	Nil
Enrico Bignotti	1,500	*	325	1,175	*
Equity Trust Company Custodian FBO andrew rountree IRA	2,000⁽⁵⁹⁾	*	325	1,675	*
Equity Trust IRA Custodian FBO Stephen Lewis, 200667748	500⁽⁶⁰⁾	*	325	175	*
Eric Arnold	1,500	*	325	1,175	*
Eric Berghorn	2,000	*	325	1,675	*
Eric Blackburn	300	*	300	Nil	Nil
Eric Blackwell	5,000	*	325	4,675	*
Eric Palmer	250	*	250	Nil	Nil
Ernest Carson	500	*	325	175	*
Ernest Lane	250	*	250	Nil	Nil
Ersen Tanitkan	500	*	325	175	*
Eva Estifan	750	*	325	425	*
Evan Lloyd	5,000	*	325	4,675	*
Eve Storm Johnson	250	*	250	Nil	Nil
Fairfax Randall	1,000	*	325	675	*
Farid Boulkoroum	260	*	260	Nil	Nil
Felipe Jones	500	*	325	175	*
Ferdinand Wirth III	500	*	325	175	*
Flordeliza Pajela	1,500	*	325	1,175	*
Florence Gellman	500	*	325	175	*
Florence Jason	1,000	*	325	675	*
Florence Kho	1,000	*	325	675	*
Florence Lau	1,000	*	325	675	*
Floyd Lee	300	*	300	Nil	Nil

- 37 -

	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
Folmer Andersen	500	*	325	175	*
Francis Sels	600	*	325	275	*
Frank Gilsenan	500	*	325	175	*
Frank Kerkemeyer	2,500	*	325	2,175	*
Frank Kockler	750	*	325	425	*
Frank Sallee	2,500	*	325	2,175	*
Frank Winkelman	250	*	250	Nil	Nil
Fred Bray	1,000	*	325	675	*
Fred Christopher	2,500	*	325	2,175	*
Fred Lehmann	2,500	*	325	2,175	*
Freddie L Woodard	1,500	*	325	1,175	*
Frederic William Laude	500	*	325	175	*
Frederick Roemer	1,000	*	325	675	*
Frederick Yeboah	850	*	325	525	*
G.W. White	250	*	250	Nil	Nil
Galen Peiser	250	*	250	Nil	Nil
Gardner Crittenden	3,000	*	325	2,675	*
Garvin Malcolm Kilpatrick	400	*	325	75	*
Gary Baughman	2,500	*	325	2,175	*
Gary Carter	1,000	*	325	675	*
Gary Fickle	500	*	325	175	*
Gary H Nelson	1,500	*	325	1,175	*
Gary Harper	500	*	325	175	*
Gary Hokanson	10,000	*	325	9,675	*
Gary Kopacka	1,250	*	325	925	*
Gary Maughan	1,250	*	325	925	*
Gary McClernan	300	*	300	Nil	Nil
Gary Pawelko	500	*	325	175	*
Gary Schlipf	2,500	*	325	2,175	*
Gary Walgenbach	1,250	*	325	925	*
Gavin Magor	4,000	*	325	3,675	*
Gavin Smyth	5,000	*	325	4,675	*
Gawsworth Superannuation Fund	500⁽⁶¹⁾	*	325	175	*

- 38 -

	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
Gaylina Reachi	12,550	*	325	12,225	*
Gene Parker	7,500	*	325	7,175	*
Gene Sloan	250	*	250	Nil	Nil
Geoffrey Abbott	2,500	*	325	2,175	*
George Chesley	15,000	*	325	14,675	*
George Lambert	25,000	*	325	24,675	*
George Levy	3,500	*	325	3,175	*
George Liburd	1,500	*	325	1,175	*
Georgie Stafford	2,500	*	325	2,175	*
Gerald Barr	1,700	*	325	1,375	*
Gerald McCracken	7,500	*	325	7,175	*
Gerald Orr	500	*	325	175	*
Gerhard Van Niekerk	500	*	325	175	*
Gianny Malemusa	4,750	*	325	4,425	*
Giorgio Roverato	250	*	250	Nil	Nil
Giuseppe Cardamone	2,000	*	325	1,675	*
Glenn Cunningham	2,000	*	325	1,675	*
Glenn Jochim	10,000	*	325	9,675	*
Godfrey Smith	5,000	*	325	4,675	*
GP US Capital Inc.	1,000⁽⁶²⁾	*	325	675	*
Grace Almeida	1,250	*	325	925	*
Graham Jones	2,500	*	325	2,175	*
Greenwich Global Holdings Limited	25,000⁽⁶³⁾	*	325	24,675	*
Greg Bartels	3,000	*	325	2,675	*
Greg Geertsen	250	*	250	Nil	Nil
Greg Studdard	2,500	*	325	2,175	*
Gregory Adams	1,250	*	325	925	*
Gregory Baratoff	1,000	*	325	675	*
Gregory Hardy	250	*	250	Nil	Nil
Gregory Hunter	350	*	325	25	*
Gregory Keefer	1,000	*	325	675	*
Gregory Kreinbrook	1,000	*	325	675	*
Gregory Simao	1,000	*	325	675	*
Gregory Wilmoth	500	*	325	175	*

- 39 -

	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
Grey Seal LLC	2,000⁽⁶⁴⁾	*	325	1,675	*
Gulzaib Mohy Ud Din	1,000	*	325	675	*
Gun Landwehr	6,000	*	325	5,675	*
Gunter Neumeier	500	*	325	175	*
Guy Brown	250	*	250	Nil	Nil
Guy Brown III and Jacqueline V. Brown Living Trust	500⁽⁶⁵⁾	*	325	175	*
Hammond Callaway	500	*	325	175	*
Hannah Vallerie	500	*	325	175	*
Hannes Kasper	300	*	300	Nil	Nil
Hans Knaevelsrud	1,250	*	325	925	*
Harishbhai Dahyabhai Patel	250	*	250	Nil	Nil
Harjit Sud Streeter	2,000	*	325	1,675	*
Harleynda Wilcox	500	*	325	175	*
Harold Harder	2,500	*	325	2,175	*
Harold Pratt	1,000	*	325	675	*
Harriet Johnson	500	*	325	175	*
harvey Kalish	1,250	*	325	925	*
Hasko Eckel	2,500	*	325	2,175	*
Heather Wellman	7,500	*	325	7,175	*
Hector Martinez	500	*	325	175	*
Hector Paredes	500	*	325	175	*
Hennek Family Revocable Trust - July 12, 2023	1,000⁽⁶⁶⁾	*	325	675	*
Henry Myers	500	*	325	175	*
Herbert Bilick	300	*	300	Nil	Nil
Herman Family Trust	1,000⁽⁶⁷⁾	*	325	675	*
Hermann Oppermann	500	*	325	175	*
Herschel Housel	1,250	*	325	925	*
Howard Agranat	1,500	*	325	1,175	*
Howard Bubel	2,500	*	325	2,175	*
Huiru Zhang	1,000	*	325	675	*
Huw Leach	12,000	*	325	11,675	*

- 40 -

	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
IAK Capital Venture Inc.	6,000⁽⁶⁸⁾	*	325	5,675	*
Ian Birky	1,000	*	325	675	*
Ian Bride	1,000	*	325	675	*
Idrees Ahmad	2,500	*	325	2,175	*
Ilke Hanloser	1,000	*	325	675	*
Irene Radke	250	*	250	Nil	Nil
Isaiah Bachelee	1,500	*	325	1,175	*
Itamar Cagan	1,500	*	325	1,175	*
Ivan Campbell	2,500	*	325	2,175	*
Ivan Widman	500	*	325	175	*
Jac Nuijten	2,500	*	325	2,175	*
Jack Brouhard	500	*	325	175	*
Jack Pinkstaff	500	*	325	175	*
Jacob Judd	500	*	325	175	*
Jacob Roush	250	*	250	Nil	Nil
James and Laurie Olson Trust dated march 14, 2017	1,000⁽⁶⁹⁾	*	325	675	*
James Blaney	2,500	*	325	2,175	*
James Brown	500	*	325	175	*
James (Jim) Brown	500	*	325	175	*
James Cave	500	*	325	175	*
James Corder	1,000	*	325	675	*
James Cupek	1,600	*	325	1,275	*
James DeLise	2,000	*	325	1,675	*
James Dixon	1,250	*	325	925	*
James Dunn	1,000	*	325	675	*
James Feutz	1,000	*	325	675	*
James Gavin	1,000	*	325	675	*
James Gelwick	400	*	325	75	*
James Glasgow	600	*	325	275	*
James Glover	1,000	*	325	675	*
James Goohs	600	*	325	275	*
James Hakansson	250	*	250	Nil	Nil
James Kathrein	2,500	*	325	2,175	*

- 41 -

	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
James Mancini	5,000	*	325	4,675	*
James Meadows	500	*	325	175	*
James Mikula	500	*	325	175	*
James Mohr	1,000	*	325	675	*
James Muhammed	250	*	250	Nil	Nil
James Nelson	250	*	250	Nil	Nil
James Ng	2,500	*	325	2,175	*
James Rickard (Rick) Benallack	750	*	325	425	*
James Rohan	500	*	325	175	*
James Scott Cook Rev. Liv. Trust - March 24, 2005	3,000⁽⁷⁰⁾	*	325	2,675	*
James Spain	250	*	250	Nil	Nil
James Spicer	1,500	*	325	1,175	*
James Taske	2,000	*	325	1,675	*
James Thurmond	500	*	325	175	*
James W. Kelly Family Trust dated June 1, 2022	500⁽⁷¹⁾	*	325	175	*
James Williams	2,500	*	325	2,175	*
Jan Harst	1,250	*	325	925	*
Jan Kirkpatrick	1,000	*	325	675	*
Jan Pearse	500	*	325	175	*
Jan Teitelbaum	2,000	*	325	1,675	*
Jan Valak	500	*	325	175	*
Jan van Stiphout	6,000	*	325	5,675	*
Janet Nicodemus	250	*	250	Nil	Nil
Janice L Ruark LLC	25,000⁽⁷²⁾	*	325	24,675	*
Janice McNary	2,500	*	325	2,175	*
Janice Snell	1,000	*	325	675	*
Janie Wimberly	250	*	250	Nil	Nil
Jared Gosnell	250	*	250	Nil	Nil
Jared Jenson	250	*	250	Nil	Nil
Jason Jemmott	2,500	*	325	2,175	*
Jason Johnson	1,500	*	325	1,175	*
Jason Nakatani	1,000	*	325	675	*

- 42 -

	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
Jason Paulson	1,000	*	325	675	*
Jason Sudmann	500	*	325	175	*
Jason Thurman	250	*	250	Nil	Nil
Jauder Diaz	500	*	325	175	*
Jay Abeles	500	*	325	175	*
Jay Lacklen	2,500	*	325	2,175	*
Jay Mccloskey	1,500	*	325	1,175	*
Jay Proctor	5,000	*	325	4,675	*
Jayhe Bojar	5,000	*	325	4,675	*
Jean Claverie	1,800	*	325	1,475	*
Jean Wise	2,500	*	325	2,175	*
Jeanne Marie O'Regan	375	*	325	50	*
Jed Karpinski	250	*	250	Nil	Nil
Jeff Davis	250	*	250	Nil	Nil
Jeff Fenske	500	*	325	175	*
Jeff Hammer	2,000	*	325	1,675	*
Jeff Smodish	500	*	325	175	*
Jeffery Reineke	500	*	325	175	*
Jeffrey Chu	5,000	*	325	4,675	*
Jeffrey Healey	2,000	*	325	1,675	*
Jeffrey Li	1,000	*	325	675	*
Jeffrey Sment	5,000	*	325	4,675	*
Jeffrey Starman	2,000	*	325	1,675	*
Jenevereth Myers	500	*	325	175	*
Jenny Williams	750	*	325	425	*
Jerald Levine	5,000	*	325	4,675	*
Jeramie Dwyer	500	*	325	175	*
Jeramy Bennett	2,500	*	325	2,175	*
Jeremy Greiner	1,250	*	325	925	*
Jeremy Mott	1,005	*	325	680	*
Jeremy Stringer	250	*	250	Nil	Nil
Jerry Cail	800	*	325	475	*
Jerry Dover	250	*	250	Nil	Nil
Jerry Hanson	5,000	*	325	4,675	*

- 43 -

	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
Jerry Hujar	2,500	*	325	2,175	*
Jerry Rose	500	*	325	175	*
Jerry Wood	300	*	300	Nil	Nil
Jim Bates	500	*	325	175	*
Jim Hall	1,250	*	325	925	*
Jim Mcvey	1,000	*	325	675	*
Jim Miller	1,000	*	325	675	*
Jimmie Bennett	1,000	*	325	675	*
Jimmy Crow	2,000	*	325	1,675	*
Jo Ellen Dascenzo	250	*	250	Nil	Nil
Jo Stephens	250	*	250	Nil	Nil
Joan DeNoyelles	300	*	300	Nil	Nil
Joan Ochs	500	*	325	175	*
Joe Firestone	500	*	325	175	*
Johan Sels	500	*	325	175	*
John & Krisitna Schmitz Revocable Trust Dtd Aug 8, 2007 as Amended and Restated	1,250⁽⁷³⁾	*	325	925	*
John A Pedro	1,000	*	325	675	*
John Anderson	5,000	*	325	4,675	*
John Atkins Jr	1,000	*	325	675	*
John Bruderlin	5,000	*	325	4,675	*
John Caputo	500	*	325	175	*
John Cowan	258	*	258	Nil	Nil
John Dulaney	1,000	*	325	675	*
John Earnhardt	500	*	325	175	*
John Foster	5,000	*	325	4,675	*
John Gilbride	5,000	*	325	4,675	*
John Jung	500	*	325	175	*
John K Ebner	250	*	250	Nil	Nil
John Killough	500	*	325	175	*
John Knudsen	5,000	*	325	4,675	*
John Linskey	1,500	*	325	1,175	*
John Maguire	10,000	*	325	9,675	*

- 44 -

	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
John Martin	750	*	325	425	*
John Mascarenas	500	*	325	175	*
John Randall	250	*	250	Nil	Nil
John Ricks	1,000	*	325	675	*
john Sanderson	1,500	*	325	1,175	*
John Simms	1,500	*	325	1,175	*
John Snead	4,000	*	325	3,675	*
John Taylor	1,000	*	325	675	*
john Taylor	5,000	*	325	4,675	*
John Tomchek	2,000	*	325	1,675	*
John Wright	1,000	*	325	675	*
John Yule	5,000	*	325	4,675	*
Johnny Coppedge	2,500	*	325	2,175	*
Johnny Reineke	250	*	250	Nil	Nil
Joice Motamedi	500	*	325	175	*
Jon Reynolds	500	*	325	175	*
Jon Stewart	1,600	*	325	1,275	*
Jonathan Hechler	18,000	*	325	17,675	*
Jonathan Kavanagh	750	*	325	425	*
Jonathan Zide	1,000	*	325	675	*
Jose Antonio Gómez Ramón	1,000	*	325	675	*
Jose Paredes	1,500	*	325	1,175	*
Jose Ricardo Salaverria	2,500	*	325	2,175	*
Joseph Adkins	2,500	*	325	2,175	*
Joseph Brady-Amoon	250	*	250	Nil	Nil
Joseph Bua	250	*	250	Nil	Nil
Joseph Dobos	2,500	*	325	2,175	*
Joseph Esau	950	*	325	625	*
Joseph Graham Young III	333	*	325	8	*
Joseph Haller	1,000	*	325	675	*
Joseph Pecchia	2,500	*	325	2,175	*
Joseph Silvio	500	*	325	175	*
Joseph Szostek	4,000	*	325	3,675	*

- 45 -

	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
Joseph Tassone	10,000	*	325	9,675	*
Josephine Cusi	250	*	250	Nil	Nil
Joyce Smith	1,000	*	325	675	*
Judah Fertig	5,000	*	325	4,675	*
Judith Costanzo	1,250	*	325	925	*
Judith Froehlich	2,000	*	325	1,675	*
Juergen Muenster	500	*	325	175	*
Julia Sitko	1,500	*	325	1,175	*
Julio Ugarte	250	*	250	Nil	Nil
June Harter	250	*	250	Nil	Nil
Jurgen Jandeleit	5,000	*	325	4,675	*
Justin Fuhrman	300	*	300	Nil	Nil
Justina Blake	250	*	250	Nil	Nil
Kamel Abou kaoud	500	*	325	175	*
Karen Kluge	500	*	325	175	*
Karen McMahon	10,000	*	325	9,675	*
Karen Rigsby	500	*	325	175	*
Karrson Livingston	500	*	325	175	*
Katherine Glore	1,000	*	325	675	*
Katheryn W Slack	2,500	*	325	2,175	*
Kathleen Meyer	500	*	325	175	*
Kathleen Noble	250	*	250	Nil	Nil
Kathy Law	5,000	*	325	4,675	*
Keith Frey	2,000	*	325	1,675	*
Keith Stennes	5,000	*	325	4,675	*
Keith Turner	500	*	325	175	*
Kellie Rados	400	*	325	75	*
Ken Phillips, Jr.	5,000	*	325	4,675	*
Ken Scholz	10,000	*	325	9,675	*
Kenneth Connell	7,500	*	325	7,175	*
Kenneth Pederson	2,000	*	325	1,675	*
Kenneth Simmons	1,500	*	325	1,175	*
Kent Hyer	500	*	325	175	*
Kent Suyenaga	1,500	*	325	1,175	*

- 46 -

	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
Kerry Brown	500	*	325	175	*
Kevin Budenz	1,467	*	325	1,142	*
Kevin Dwyer	500	*	325	175	*
Kevin Flynn	2,500	*	325	2,175	*
Kevin Jenkins	250	*	250	Nil	Nil
Kevin Kohnke	500	*	325	175	*
Kevin Robertson	250	*	250	Nil	Nil
Kevin Stennes	5,000	*	325	4,675	*
Khanh Luong	500	*	325	175	*
Kieran Murray	15,000	*	325	14,675	*
Kieran Power	2,500	*	325	2,175	*
Kim VanWagner	2,000	*	325	1,675	*
Kim Wright	1,000	*	325	675	*
Kirk Johnson	500	*	325	175	*
Kirk Nielson	1,000	*	325	675	*
Kishorekumar Erriboyina	750	*	325	425	*
KMH Stoic Trading LLC	1,000⁽⁷⁴⁾	*	325	675	*
Koinonia Group, LLC	1,300⁽⁷⁵⁾	*	325	975	*
Kok Sheong Heng	300	*	300	Nil	Nil
Kok Yun Cheang	6,000	*	325	5,675	*
Konrad Osterhues	500	*	325	175	*
Konstantin Pecheskiy	9,760	*	325	9,435	*
KPM Investments LLC	10,000⁽⁷⁶⁾	*	325	9,675	*
Kristan Meyerer	10,000	*	325	9,675	*
Krzysztof Slazak	500	*	325	175	*
Kunho Yang	1,000	*	325	675	*
Kunjar Bhaduri	250	*	250	Nil	Nil
Kurt Linderman	500	*	325	175	*
Kyle Berry	1,000	*	325	675	*
Kyle Orvik	750	*	325	425	*
Kyle Rosson	1,500	*	325	1,175	*
L Ted Larson	500	*	325	175	*
Lance Barnett	250	*	250	Nil	Nil

- 47 -

	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
Lance Laybourn	1,500	*	325	1,175	*
Larry Bielski	1,000	*	325	675	*
Larry Brown	750	*	325	425	*
Larry Carley	5,000	*	325	4,675	*
Larry E McLester	1,000	*	325	675	*
Larry Hawkins	250	*	250	Nil	Nil
Larry Ophaug	8,000	*	325	7,675	*
Larry Strother	500	*	325	175	*
Larry Willingham	300	*	300	Nil	Nil
Laurence A and Maureen A Wildes Living Trust U/A 1/28/2000	500⁽⁷⁷⁾	*	325	175	*
Laurence Stuppy II	1,500	*	325	1,175	*
Laurette Venter	1,000	*	325	675	*
Lawrence Graham	14,000	*	325	13,675	*
Lee Lewis	5,000	*	325	4,675	*
Lee Living Trust - Nov 22, 2021	2,500⁽⁷⁸⁾	*	325	2,175	*
Lee Salas	1,250	*	325	925	*
Leo Brennan	5,000	*	325	4,675	*
Leon Kelly	1,000	*	325	675	*
Leonard Bass	1,000	*	325	675	*
Leonard Russell	2,500	*	325	2,175	*
Lester C Patmore III	400	*	325	75	*
Lin Wong	2,500	*	325	2,175	*
Linda Galla	300	*	300	Nil	Nil
Linda Marcum	2,500	*	325	2,175	*
Linda Nibbelink	2,000	*	325	1,675	*
Linda Patrick	500	*	325	175	*
Linda Rhue	250	*	250	Nil	Nil
Linda Weidkamp	1,000	*	325	675	*
Linda White	1,000	*	325	675	*
Lindon Sherman	500	*	325	175	*
Ling Shih	3,000	*	325	2,675	*
Lisa Relou	1,000	*	325	675	*

- 48 -

	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
Lois Oetker	500	*	325	175	*
Lorenzo Calloway	4,000	*	325	3,675	*
Lori Moldovan	1,000	*	325	675	*
Lorraine Hanna	3,750	*	325	3,425	*
Lorraine Sanders	500	*	325	175	*
Louis Steinberg	2,500	*	325	2,175	*
Lucy Dahl	2,500	*	325	2,175	*
Luis Guarda	550	*	325	225	*
luis Villegas	2,500	*	325	2,175	*
Lurie Family Trust 01-09-98	5,000⁽⁷⁹⁾	*	325	4,675	*
Lynda Renate Sapsai and Andrei Sapsai Jr Revocable Trust	5,000⁽⁸⁰⁾	*	325	4,675	*
Lynne Wilson Koles	250	*	250	Nil	Nil
Madison Trust Company FBO David Bolling, Acct# M25084805	10,000⁽⁸¹⁾	*	325	9,675	*
Maninder Syalee	250	*	250	Nil	Nil
Manoj Barman	500	*	325	175	*
Mansfield Snevily	250	*	250	Nil	Nil
Mansour El-Alwi	1,500	*	325	1,175	*
Manuel Cordero	500	*	325	175	*
Marc Smeets	250	*	250	Nil	Nil
Marcell Benkes-Toth	250	*	250	Nil	Nil
Marcus Schaufele	5,000	*	325	4,675	*
Margaret Carey	500	*	325	175	*
Margaret Clark	250	*	250	Nil	Nil
Margaret Sweeney	1,500	*	325	1,175	*
Maria Fitton	5,000	*	325	4,675	*
Marie McCaffrey	250	*	250	Nil	Nil
Marie Walters Gill	500	*	325	175	*
Marilou Magat	1,500	*	325	1,175	*
Marilyn Pugh	2,500	*	325	2,175	*
Marisela Ornelas	300	*	300	Nil	Nil
Mark Blomquist	1,000	*	325	675	*
Mark Bowland	10,000	*	325	9,675	*

- 49 -

	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
Mark Croft	4,500	*	325	4,175	*
Mark Eggerling	1,500	*	325	1,175	*
Mark Franey	12,500	*	325	12,175	*
Mark Hass	2,000	*	325	1,675	*
Mark Heitkamp	2,500	*	325	2,175	*
Mark Hutchinson	1,250	*	325	925	*
Mark Johnson	1,000	*	325	675	*
Mark Koppelman	2,500	*	325	2,175	*
Mark Lane	1,500	*	325	1,175	*
Mark Lenz	250	*	250	Nil	Nil
Mark Matthews	1,000	*	325	675	*
Mark Mauldin	300	*	300	Nil	Nil
Mark Maurice	1,250	*	325	925	*
Mark Reece	5,000	*	325	4,675	*
Mark Roger Senekal	1,000	*	325	675	*
Mark Schonhoff	2,500	*	325	2,175	*
Mark Stennes	5,000	*	325	4,675	*
Mark Wadlow	2,500	*	325	2,175	*
Marlene K Hamlet	1,000	*	325	675	*
Martha Wallace	500	*	325	175	*
Marthinus Burger	250	*	250	Nil	Nil
Martin Begun	500	*	325	175	*
Martin Stern	2,000	*	325	1,675	*
Martin Weiss	2,500	*	325	2,175	*
Marvin Vaishnani	1,000	*	325	675	*
Mary Heeney	250	*	250	Nil	Nil
Mary Jane Krzys-Wheeler	500	*	325	175	*
Mary Jensen	1,000	*	325	675	*
Mary Kirin	5,000	*	325	4,675	*
Mary Phillippe	250	*	250	Nil	Nil
Mary Van Fossen	1,500	*	325	1,175	*
MaryAnn Truscott	2,500	*	325	2,175	*
Maryellen Babbitt	250	*	250	Nil	Nil
Matt Fowles	1,000	*	325	675	*

- 50 -

	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
Mattner Family Trust - Sept 15, 2014	1,000⁽⁸²⁾	*	325	675	*
Max Hoerr	2,000	*	325	1,675	*
Max Zahner	800	*	325	475	*
May Ling McKee	5,000	*	325	4,675	*
Mazen Ismail	1,700	*	325	1,375	*
Mckinley Dailey	250	*	250	Nil	Nil
Melody Smolkin	500	*	325	175	*
Melvin Chiogioji	1,500	*	325	1,175	*
Melvin Hymas	1,000	*	325	675	*
Melvin Won	2,000	*	325	1,675	*
Meng Chia	1,000	*	325	675	*
Merritt Groff	500	*	325	175	*
Michah Tuttle	1,250	*	325	925	*
Michael Amoroso	2,000	*	325	1,675	*
Michael Applebaum	500	*	325	175	*
Michael Bosco	30,000	*	325	29,675	*
Michael Bronson	1,000	*	325	675	*
Michael Brown	1,000	*	325	675	*
Michael Buckner	500	*	325	175	*
Michael Byrnes	1,000	*	325	675	*
Michael DeFreece	5,000	*	325	4,675	*
Michael Dietrich	250	*	250	Nil	Nil
Michael Figi	250	*	250	Nil	Nil
Michael Gartner	3,000	*	325	2,675	*
Michael Germono	250	*	250	Nil	Nil
Michael Gumkowski	2,000	*	325	1,675	*
Michael H Young Sr	3,750	*	325	3,425	*
Michael Jantz	500	*	325	175	*
Michael Johnson	500	*	325	175	*
Michael Kropinski	2,500	*	325	2,175	*
Michael Lee	250	*	250	Nil	Nil
Michael Mathieu	500	*	325	175	*
Michael McManus	2,500	*	325	2,175	*
Michael Mohoric	1,000	*	325	675	*

- 51 -

	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
Michael Moss	500	*	325	175	*
Michael O'Connor	250	*	250	Nil	Nil
Michael Omori	5,000	*	325	4,675	*
Michael Phillips	2,500	*	325	2,175	*
Michael Rabie	500	*	325	175	*
Michael Roseman	2,500	*	325	2,175	*
Michael Rosenthal	500	*	325	175	*
Michael Secondo	250	*	250	Nil	Nil
Michael Smith	5,500	*	325	5,175	*
Michael Stankoski	2,500	*	325	2,175	*
Michael Underwood	2,500	*	325	2,175	*
Michael Walsh	500	*	325	175	*
Michelle Stanley	250	*	250	Nil	Nil
Mickey Constam	500	*	325	175	*
Miguel Ollada	500	*	325	175	*
Mike Becker	5,250	*	325	4,925	*
Mike Zigan	500	*	325	175	*
Mildred Brown	250	*	250	Nil	Nil
Miltiadis Samaras	500	*	325	175	*
Minetta Markey-McGuire	250	*	250	Nil	Nil
Ming Yao Sie	3,000	*	325	2,675	*
Miriam Pinckney	250	*	250	Nil	Nil
Mirko Turrina	1,000	*	325	675	*
Mitchell Simmons	250	*	250	Nil	Nil
MMJM LLC	2,500⁽⁸³⁾	*	325	2,175	*
Moana Henry	2,500	*	325	2,175	*
Mohan Rangan	400	*	325	75	*
Mohd Fardhi Ahmad	500	*	325	175	*
Moni Mosharaf	7,500	*	325	7,175	*
Monica Jones	500	*	325	175	*
Monio Oy	750⁽⁸⁴⁾	*	325	425	*
Muhammad Malik	250	*	250	Nil	Nil
Murali Nagarajan	1,000	*	325	675	*
Muriel Akana	250	*	250	Nil	Nil

- 52 -

	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
MYOL Holdings LLC	1,000⁽⁸⁵⁾	*	325	675	*
Nancy Anne Jones	500	*	325	175	*
Nancy Ashe	400	*	325	75	*
Nancy Eisenberg	2,500	*	325	2,175	*
Nancy Garman	500	*	325	175	*
Nancy LePage	250	*	250	Nil	Nil
Nancy Vest	1,250	*	325	925	*
Naveen Kadiyala	250	*	250	Nil	Nil
Naylor Living Trust February 4, 2019	500⁽⁸⁶⁾	*	325	175	*
Nchaupe P Mathosa	1,000	*	325	675	*
Near Horizons Investments,LLC	5,000⁽⁸⁷⁾	*	325	4,675	*
Neil Murphy Jr	1,000	*	325	675	*
Neil Netley	500	*	325	175	*
Nelia M Jimenez	2,500	*	325	2,175	*
Niall Sheahan	2,500	*	325	2,175	*
Nicholas Behrendt	250	*	250	Nil	Nil
Nicholas Lauda	750	*	325	425	*
Nick Fulmerhouser	1,000	*	325	675	*
Nida Casuga	1,000	*	325	675	*
Nitin Kher	2,900	*	325	2,575	*
Norio Nakajima	500	*	325	175	*
Norman Gentry	1,000	*	325	675	*
Norman Hall	5,000	*	325	4,675	*
Norman Nicol	1,000	*	325	675	*
NWC Investments LLC	2,000⁽⁸⁸⁾	*	325	1,675	*
O'Reilly Superannuation Pry Ltd	1,300⁽⁸⁹⁾	*	325	975	*
Ofelia Carmen Nath	2,500	*	325	2,175	*
Oilstout Investments, LLC	2,500⁽⁹⁰⁾	*	325	2,175	*
Olina Rule	500	*	325	175	*
Owen Murray	5,000	*	325	4,675	*
Owen Osagie	2,000	*	325	1,675	*
Ozark Tidewater Holdings, LLC	2,500⁽⁹¹⁾	*	325	2,175	*

- 53 -

	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
P Gregory Shupe	1,000	*	325	675	*
Padraigh Plunkett	1,750	*	325	1,425	*
Paltaur Investments Pty Ltd as Trustee for Zentaur Super Fund	500⁽⁹²⁾	*	325	175	*
Pamela Haller	250	*	250	Nil	Nil
Patagonia LLC	500⁽⁹³⁾	*	325	175	*
Patricia Bennett	1,000	*	325	675	*
Patricia Marek	250	*	250	Nil	Nil
Patrick Chin	1,000	*	325	675	*
Patrick Downs	2,000	*	325	1,675	*
Patrick Levan	500	*	325	175	*
Patrick Miller	300	*	300	Nil	Nil
Patrick Ottavio Harsono	250	*	250	Nil	Nil
Patrick Silverwise	250	*	250	Nil	Nil
Paul Bland	500	*	325	175	*
Paul Chang	480	*	325	155	*
Paul Chubb	2,500	*	325	2,175	*
Paul Craig	1,250	*	325	925	*
Paul Gelinas	500	*	325	175	*
Paul Juraschek	500	*	325	175	*
Paul Lewis	2,500	*	325	2,175	*
Paul Robinson	1,500	*	325	1,175	*
Paul Roland	1,600	*	325	1,275	*
Paul Taxter	1,000	*	325	675	*
Paul Turman III	1,000	*	325	675	*
Paula Wilbert	3,775	*	325	3,450	*
Pedro Carvalho	250	*	250	Nil	Nil
Perpetuo Redito	1,000	*	325	675	*
Peter Dorn	500	*	325	175	*
Peter Fitchett	10,000	*	325	9,675	*
Peter Giolitto	500	*	325	175	*
Peter Simko	1,250	*	325	925	*
Peter Stefanic	2,500	*	325	2,175	*
Peter Vilters	250	*	250	Nil	Nil

- 54 -

	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
Peter Wood	1,500	*	325	1,175	*
Pheobe Egu	500	*	325	175	*
Philip Edwards	1,250	*	325	925	*
Phillip Sisk	1,000	*	325	675	*
Primus Reviresco Terra	3,100⁽⁹⁴⁾	*	325	2,775	*
Pritesh Parbhoo	500	*	325	175	*
Quinton Crawford	2,000	*	325	1,675	*
R G Alexander	500	*	325	175	*
Rafael Aybar	2,500	*	325	2,175	*
Raimo Salminen	1,250	*	325	925	*
Rala Brubaker	600	*	325	275	*
Raleigh White	10,000	*	325	9,675	*
Ralph Preziosi	500	*	325	175	*
Ralph Stoddard	4,500	*	325	4,175	*
Ralph Willis	500	*	325	175	*
Ramadan Sopi	500	*	325	175	*
Rami Taha	2,000	*	325	1,675	*
Ramon Sanchez	300	*	300	Nil	Nil
Ramsey Pharmacy Group Superannuation Fund	5,000⁽⁹⁵⁾	*	325	4,675	*
Randall Bowman	2,500	*	325	2,175	*
Randall Brown	500	*	325	175	*
Randall Kroese	500	*	325	175	*
Randall Nielsen	500	*	325	175	*
Randy Greer	250	*	250	Nil	Nil
Ray Guy	250	*	250	Nil	Nil
Raymond Poling	4,000	*	325	3,675	*
Raymond Putt	500	*	325	175	*
Raymond Sienkiewicz	500	*	325	175	*
Raymond Thertulien	5,000	*	325	4,675	*
Reed Gilmore	5,000	*	325	4,675	*
Reed Larsen	1,500	*	325	1,175	*
Reginald Victoria	2,000	*	325	1,675	*
Renee Balas	500	*	325	175	*

- 55 -

	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
Resa Robertson	1,000	*	325	675	*
Richard Aven	1,000	*	325	675	*
Richard B Byrd	2,500	*	325	2,175	*
Richard Boyer	375	*	325	50	*
Richard Brier	2,000	*	325	1,675	*
Richard Campbell	1,000	*	325	675	*
Richard Carey	1,000	*	325	675	*
Richard Catling	5,000	*	325	4,675	*
Richard Chapman	1,000	*	325	675	*
Richard Ferry	1,250	*	325	925	*
Richard Harris	500	*	325	175	*
Richard Hayes	500	*	325	175	*
Richard Johnson	500	*	325	175	*
Richard Kahaly	5,000	*	325	4,675	*
Richard Keith Psolka	1,000	*	325	675	*
Richard Kindt	500	*	325	175	*
Richard Leonhardt	375	*	325	50	*
Richard Nelson	1,500	*	325	1,175	*
Richard PK & Noella A Michaud JT TEN	1,000⁽⁹⁶⁾	*	325	675	*
Richard Pujol	250	*	250	Nil	Nil
Richard Rhoads	500	*	325	175	*
Richard S. Tanner	2,500	*	325	2,175	*
Richard Smith	6,500	*	325	6,175	*
Richard Snyder	1,000	*	325	675	*
Richard Sojka Investment Trust	2,000⁽⁹⁷⁾	*	325	1,675	*
Richard Starr	500	*	325	175	*
Richard Stephenson	1,000	*	325	675	*
Richard Stevens	4,000	*	325	3,675	*
Richard Stites	2,500	*	325	2,175	*
Richard Thompson	1,000	*	325	675	*
Richard Walker	5,000	*	325	4,675	*
Richard Weil	300	*	300	Nil	Nil
Rick Schiff	4,000	*	325	3,675	*

- 56 -

	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
Ricky Harris	1,500	*	325	1,175	*
Rinaldi Capital LLC	2,500⁽⁹⁸⁾	*	325	2,175	*
Rita Gerald	300	*	300	Nil	Nil
Rivelino Hendricks jr	250	*	250	Nil	Nil
Rob Smith	500	*	325	175	*
Robert Beeson	250	*	250	Nil	Nil
Robert Bell	350	*	325	25	*
Robert Billet	500	*	325	175	*
Robert Bishop	1,000	*	325	675	*
Robert Boyd	750	*	325	425	*
Robert Brady	1,500	*	325	1,175	*
Robert Breckenridge	500	*	325	175	*
Robert D Iannucci	250	*	250	Nil	Nil
Robert de Vries	750	*	325	425	*
Robert Dombrowski	500	*	325	175	*
Robert Helmer	2,500	*	325	2,175	*
Robert Houston	25,000	*	325	24,675	*
Robert Jackson	250	*	250	Nil	Nil
Robert Moyer	500	*	325	175	*
Robert Pfister	5,000	*	325	4,675	*
Robert Resnick	350	*	325	25	*
Robert Rosholt	1,000	*	325	675	*
Robert Sharpe	12,500	*	325	12,175	*
Robert Slater	500	*	325	175	*
Robert W Noonan	2,000	*	325	1,675	*
Robert Williams	2,500	*	325	2,175	*
Robyn Wells	500	*	325	175	*
Rochelle Sadek	1,000	*	325	675	*
Rodney Rulon	1,000	*	325	675	*
Roger Herres	5,000	*	325	4,675	*
Roger Runser	1,000	*	325	675	*
Roger Wallace	250	*	250	Nil	Nil
Rohan Teasdale	1,500	*	325	1,175	*
Roland Mueller	500	*	325	175	*

- 57 -

	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
Rolf Bergmann	4,000	*	325	3,675	*
Ron Krieger	1,000	*	325	675	*
Ron Ross	1,000	*	325	675	*
Ronald Brenz	300	*	300	Nil	Nil
Ronald Creech	1,000	*	325	675	*
Ronald Gelok	500	*	325	175	*
Ronald Lash	1,000	*	325	675	*
Ronald Martinka	500	*	325	175	*
Ronald Mattarolo	5,000	*	325	4,675	*
Ronald Robinette	1,000	*	325	675	*
Ronald Rodney	1,250	*	325	925	*
Ronald Shelton	3,888	*	325	3,563	*
Ronald Slaughter	250	*	250	Nil	Nil
Ronald Tarockoff	5,000	*	325	4,675	*
Rosalyn Farmer	2,000	*	325	1,675	*
Rose Flood	500	*	325	175	*
Roy Atkinson	4,000	*	325	3,675	*
Roy Harris	1,125	*	325	800	*
Roy Kluge	2,000	*	325	1,675	*
Ruby Gelok	500	*	325	175	*
Russell Lukes	5,000	*	325	4,675	*
Russell Ritchie	2,200	*	325	1,875	*
Russell Wyatt	300	*	300	Nil	Nil
Ryan Eddy	1,250	*	325	925	*
Ryan Vicknair	500	*	325	175	*
Sabrina Villalobos	300	*	300	Nil	Nil
Salvatore Costa	1,500	*	325	1,175	*
Sandall Sdira LLC	5,000⁽⁹⁹⁾	*	325	4,675	*
Sandor Rudin	1,000	*	325	675	*
Sandra Cole	5,000	*	325	4,675	*
Sandra North	250	*	250	Nil	Nil
Scott Andrews	250	*	250	Nil	Nil
Scott Brinker	2,500	*	325	2,175	*
Scott Campbell	500	*	325	175	*

- 58 -

	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
Scott Pfeiffer	250	*	250	Nil	Nil
Scott R Maddox Living Trust Dated April 13, 2017	1,250⁽¹⁰⁰⁾	*	325	925	*
Scott Ricard	500	*	325	175	*
Scott Zins	1,000	*	325	675	*
Sean LaPine	250	*	250	Nil	Nil
Severino Silva	3,000	*	325	2,675	*
Shane Kirk	1,250	*	325	925	*
Sharon Higuchi	1,000	*	325	675	*
Sharon McMahon	500	*	325	175	*
Shawn A Yarley Show	500	*	325	175	*
Sherri Parchem	250	*	250	Nil	Nil
Sherrill McFaddin	500	*	325	175	*
Shirlene Messner	500	*	325	175	*
Shirley Janovich	250	*	250	Nil	Nil
Shirley Moentnish	750	*	325	425	*
Shubhro Pal	5,000	*	325	4,675	*
Sidney Springer	250	*	250	Nil	Nil
Sienag Holdings, LLC	2,500⁽¹⁰¹⁾	*	325	2,175	*
Sier Nominees Pty Ltd ATF Sier Nominees Superannuation Fund	550⁽¹⁰²⁾	*	325	225	*
Siksik Jalal	2,230	*	325	1,905	*
Simon Recnik	500	*	325	175	*
Skylr Monaghan	250	*	250	Nil	Nil
Sniper Investments LLC	2,000⁽¹⁰³⁾	*	325	1,675	*
Soetadji Ranoewidjojo	1,000	*	325	675	*
Sookdei Nandkishore	250	*	250	Nil	Nil
Stanley Clark	1,250	*	325	925	*
Stanley H Greenberg Trust 05-12-2008	2,500⁽¹⁰⁴⁾	*	325	2,175	*
Stanley Muindi	500	*	325	175	*
Stanley Segal	4,500	*	325	4,175	*
Steen McGhie	500	*	325	175	*
Stéphane Peraud	850	*	325	525	*
Stephanie Martins	250	*	250	Nil	Nil

- 59 -

	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
Stephen Fell	2,500	*	325	2,175	*
Stephen Fileman	500	*	325	175	*
Stephen M Richardson	7,500	*	325	7,175	*
Stephen Northway	5,000	*	325	4,675	*
Stephen Sergent	2,000	*	325	1,675	*
Steve DeRaleau	10,000	*	325	9,675	*
Steve Newlun	1,000	*	325	675	*
Steve Skorko	250	*	250	Nil	Nil
Steve Taylor	1,800	*	325	1,475	*
Steven Cook	2,000	*	325	1,675	*
Steven Dziabis	300	*	300	Nil	Nil
Steven Estes	1,000	*	325	675	*
Steven Fradkin	5,000	*	325	4,675	*
Steven Francis	1,000	*	325	675	*
Steven Hauser	500	*	325	175	*
Steven Marcus	10,000	*	325	9,675	*
Steven McMahon	1,500	*	325	1,175	*
Steven Sederquest	1,750	*	325	1,425	*
Steven Stern	1,250	*	325	925	*
Stuart Asselin	2,500	*	325	2,175	*
Stuart Hodgson	1,000	*	325	675	*
Stuart Knowles	4,750	*	325	4,425	*
Subbarao Ivaturi	1,000	*	325	675	*
Subrahmanya Tatti	300	*	300	Nil	Nil
Sudhakar Reddy	1,000	*	325	675	*
Sunae Vanmeter	350	*	325	25	*
Sunni Blankenship	500	*	325	175	*
Suresh Subramanian	550	*	325	225	*
Susan Bendixen	5,000	*	325	4,675	*
Susan Dindot	500	*	325	175	*
Susan Duke	1,250	*	325	925	*
Susan Dunne-Laughland	250	*	250	Nil	Nil
Susan Wooten	1,500	*	325	1,175	*
Suzanne Russell	3,000	*	325	2,675	*

- 60 -

	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
Suzanne Urso	250	*	250	Nil	Nil
Suzette Wood	400	*	325	75	*
Sylvan Ventures LLC	500⁽¹⁰⁵⁾	*	325	175	*
Talmadge Reid	500	*	325	175	*
Tarique Choudhury	2,500	*	325	2,175	*
Tate Stillwell	4,000	*	325	3,675	*
Temucin Adiguzel	1,500	*	325	1,175	*
Terence Ward	3,000	*	325	2,675	*
Teresa Christie	1,000	*	325	675	*
Terri Richter	1,500	*	325	1,175	*
Terry Argento	3,750	*	325	3,425	*
Terry Donohue	1,000	*	325	675	*
Terry Nerby	250	*	250	Nil	Nil
The Design Office of MB & Assoc., Inc	1,500⁽¹⁰⁶⁾	*	325	1,175	*
The Judith Diane Hazelett Living Trust	250⁽¹⁰⁷⁾	*	250	Nil	Nil
The MD Kinser & EG Kinser JLT Trust Dated December 18, 2007	250⁽¹⁰⁸⁾	*	250	Nil	Nil
The Roy Family Trust dated May 29-1999	2,500⁽¹⁰⁹⁾	*	325	2,175	*
The Santos Family Trust, September 30, 1998	1,500⁽¹¹⁰⁾	*	325	1,175	*
The Whitley Family Trust	5,000⁽¹¹¹⁾	*	325	4,675	*
Theresa Hauman	500	*	325	175	*
Thom Myers DVM	500	*	325	175	*
Thomas Billman	1,000	*	325	675	*
Thomas Bolland	1,000	*	325	675	*
Thomas Gordon	250	*	250	Nil	Nil
Thomas H Clore	750	*	325	425	*
Thomas Hofbauer	1,000	*	325	675	*
Thomas Hopfenspirger	1,000	*	325	675	*
Thomas Ingrassia	2,000	*	325	1,675	*
Thomas J Streeter	250	*	250	Nil	Nil
Thomas J Williams	2,500	*	325	2,175	*

- 61 -

	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
Thomas Kelsen	1,000	*	325	675	*
Thomas King	350	*	325	25	*
Thomas Knauf	2,500	*	325	2,175	*
Thomas Lindsay	5,000	*	325	4,675	*
Thomas Mele	500	*	325	175	*
Thomas Mohr	1,000	*	325	675	*
Thomas Petrone	250	*	250	Nil	Nil
Thomas Punnamattathil	250	*	250	Nil	Nil
Thomas Reischel	500	*	325	175	*
Thomas Thetford	750	*	325	425	*
Thomas Wolf	1,000	*	325	675	*
Thomas Worcester	1,000	*	325	675	*
Tim Riner	5,000	*	325	4,675	*
Tim Spitler	5,000	*	325	4,675	*
Timothy Bailey	500	*	325	175	*
Timothy Beeson	750	*	325	425	*
Timothy Brewer	500	*	325	175	*
Timothy Burns	250	*	250	Nil	Nil
Timothy Cool	500	*	325	175	*
Timothy Dineen	1,000	*	325	675	*
Timothy Fuelling	1,000	*	325	675	*
Timothy Mork	5,000	*	325	4,675	*
TJN Holdings LLC	1,950⁽¹¹²⁾	*	325	1,625	*
Tod Liu	500	*	325	175	*
Tolulope Ade-Ojo	8,500	*	325	8,175	*
Tom Robinson	2,500	*	325	2,175	*
Tony Bengtson	500	*	325	175	*
Tony da Silva	1,610	*	325	1,285	*
Tony Trovao	1,000	*	325	675	*
Tracy Van Hook	250	*	250	Nil	Nil
Trenton Wieland	500	*	325	175	*
Trevor McPherson	1,000	*	325	675	*
Trissa Koda	1,500	*	325	1,175	*
Troy Johns	2,500	*	325	2,175	*

- 62 -

	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
Tu Cam Nguyen	1,100	*	325	775	*
Tully Currie	3,000	*	325	2,675	*
Tyler Westover	300	*	300	Nil	Nil
Tyler Wieland	500	*	325	175	*
Umidjon Kadirov	5,000	*	325	4,675	*
Unlimited Opportunities LLC	1,000⁽¹¹³⁾	*	325	675	*
Unordinary Family Trust	300⁽¹¹⁴⁾	*	300	Nil	Nil
Venkat Ramaswamy	500	*	325	175	*
Vernon Isaac	500	*	325	175	*
Vernon Scott	1,000	*	325	675	*
Vesa Koskinen	750	*	325	425	*
Victor Menashe	1,000	*	325	675	*
Vijay Venkatachalam	4,000	*	325	3,675	*
Vincent J Archetto	500	*	325	175	*
Vincent Smith	2,000	*	325	1,675	*
Virginia Howard	2,320	*	325	1,995	*
Vladimir Martin	700	*	325	375	*
W&K OBrien Investments LLC	1,250⁽¹¹⁵⁾	*	325	925	*
Wallace Tourtellotte Jr	1,250	*	325	925	*
Walter Sherman	1,500	*	325	1,175	*
Warren Bauche	250	*	250	Nil	Nil
Warren Ross	2,500	*	325	2,175	*
Wayne Hoyt	250	*	250	Nil	Nil
Wayne Marek	250	*	250	Nil	Nil
Wayne Westlake	1,250	*	325	925	*
Wehhyon Jo	1,200	*	325	875	*
Wes Olson	1,250	*	325	925	*
Whit Dross	500	*	325	175	*
William Bullock	500	*	325	175	*
William Byrne	250	*	250	Nil	Nil
William D Hoefle Revocable Trust - 11-03-2020	2,000⁽¹¹⁶⁾	*	325	1,675	*
William Dapper	2,000	*	325	1,675	*

- 63 -

	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
William Emery	1,250	*	325	925	*
William Guidi	250	*	250	Nil	Nil
William Hanna	500	*	325	175	*
William Harrington	2,000	*	325	1,675	*
William Hobbs	2,500	*	325	2,175	*
William Hughes	5,000	*	325	4,675	*
William Jarvis	7,500	*	325	7,175	*
William Jones	1,000	*	325	675	*
William Martin Miller	1,750	*	325	1,425	*
William Neeley	500	*	325	175	*
William Pollard	10,000	*	325	9,675	*
William Pugh	500	*	325	175	*
William Ristau	1,000	*	325	675	*
William Rodriguez, Jr	1,000	*	325	675	*
William Rys	400	*	325	75	*
William Stracker	250	*	250	Nil	Nil
William Sullivan	1,000	*	325	675	*
William Vaughan Jr	500	*	325	175	*
William Wade	500	*	325	175	*
William Wechsler	650	*	325	325	*
William Wieland	15,600	*	325	15,275	*
Willie Chester	500	*	325	175	*
Witold Kostrzewski	1,000	*	325	675	*
Yair Shelef	4,050	*	325	3,725	*
Yassin Ied	500	*	325	175	*
Zhenyu Teng	1,000	*	325	675	*
Zita Mavris	250	*	250	Nil	Nil
Zoe Bridgers	1,500	*	325	1,175	*

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 19,846,196 shares of our common stock issued and outstanding as of January 30, 2026.

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(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.

(12) Kerry Anne Merkt has voting and dispositive power over these shares.

(13) Allen Collins has voting and dispositive power over these shares.

(14) Ansel Drummond has voting and dispositive power over these shares.

(15) Carolyn Luu has voting and dispositive power over these shares.

(16) Daniel Denham has voting and dispositive power over these shares.

(17) Denise Squires has voting and dispositive power over these shares.

(18) Edith Falls has voting and dispositive power over these shares.

(19) Garo Artinian has voting and dispositive power over these shares.

(20) Hayward Babin has voting and dispositive power over these shares.

(21) Jay Reichert has voting and dispositive power over these shares.

(22) Jeannette Berman has voting and dispositive power over these shares.

(23) John Hwung has voting and dispositive power over these shares.

(24) John Peoples has voting and dispositive power over these shares.

(25) Joseph Brady Amoon has voting and dispositive power over these shares.

(26) Karen Zicht has voting and dispositive power over these shares.

(27) Lewis Kemmerer, Jr has voting and dispositive power over these shares.

(28) Lloyd Thomason has voting and dispositive power over these shares.

(29) Martha Thomas has voting and dispositive power over these shares.

(30) Michael Hlavin has voting and dispositive power over these shares.

(31) Michael Hu has voting and dispositive power over these shares.

(32) Michael Lee has voting and dispositive power over these shares.

(33) Moni Mosharaf has voting and dispositive power over these shares.

(34) Ralph Kato has voting and dispositive power over these shares.

(35) Richard Nelson has voting and dispositive power over these shares.

(36) Robert Abel has voting and dispositive power over these shares.

(37) Sawako Suzuki has voting and dispositive power over these shares.

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(38) Shane Carr has voting and dispositive power over these shares.

(39) Steven Marks has voting and dispositive power over these shares.

(40) Thomas Happensack has voting and dispositive power over these shares.

(41) Krishnan Rambadhran has voting and dispositive power over these shares.

(42) Michael Wiltsey has voting and dispositive power over these shares.

(43) Scott Yancy has voting and dispositive power over these shares.

(44) Boris Aronovhas voting and dispositive power over these shares.

(45) Terri Labberton has voting and dispositive power over these shares.

(46) Don Blackhurst has voting and dispositive power over these shares.

(47) Adwynna Mackenzi has voting and dispositive power over these shares.

(48) Richard Bloomfield has voting and dispositive power over these shares.

(49) Graham Mitchell has voting and dispositive power over these shares.

(50) Christine Nawrocki has voting and dispositive power over these shares.

(51) Dave LaRose has voting and dispositive power over these shares.

(52) Owen Hammond has voting and dispositive power over these shares.

(53) Kathryn Cole has voting and dispositive power over these shares.

(54) Coral Kline has voting and dispositive power over these shares.

(55) James Burian has voting and dispositive power over these shares.

(56) Jon Danski has voting and dispositive power over these shares.

(57) David Jolivet has voting and dispositive power over these shares.

(58) Donald Peven has voting and dispositive power over these shares.

(59) Andrew Rountree has voting and dispositive power over these shares.

(60) Stephen Lewis has voting and dispositive power over these shares.

(61) Owen Hammond has voting and dispositive power over these shares.

(62) Guillaume Plourde has voting and dispositive power over these shares.

(63) William Miller has voting and dispositive power over these shares.

(64) Barry Cote has voting and dispositive power over these shares.

(65) Guy Brown has voting and dispositive power over these shares.

(66) Keith Hennek has voting and dispositive power over these shares.

(67) Jo Anne Herman has voting and dispositive power over these shares.

(68) Ijaz Khan has voting and dispositive power over these shares.

(69) James Olson has voting and dispositive power over these shares.

(70) James Cook has voting and dispositive power over these shares.

(71) James Kelly has voting and dispositive power over these shares.

(72) Kevin Ruark has voting and dispositive power over these shares.

(73) Jihn Schmitz has voting and dispositive power over these shares.

(74) Kirk Hirano has voting and dispositive power over these shares.

(75) Lealand Dean has voting and dispositive power over these shares.

(76) Kenneth Morrow has voting and dispositive power over these shares.

(77) Laurence Wildes has voting and dispositive power over these shares.

(78) Albert Lee has voting and dispositive power over these shares.

(79) Philip Lurie has voting and dispositive power over these shares.

(80) Lynda Sapsai has voting and dispositive power over these shares.

(81) David Bolling has voting and dispositive power over these shares.

(82) Craig Mattner has voting and dispositive power over these shares.

(83) Mike Mathioudakis has voting and dispositive power over these shares.

(84) Vesa Koskinen has voting and dispositive power over these shares.

(85) Eugene Hoang has voting and dispositive power over these shares.

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(86) Naylor Trust has voting and dispositive power over these shares.

(87) David Meade has voting and dispositive power over these shares.

(88) Neal Clements has voting and dispositive power over these shares.

(89) Ross O'Reilly has voting and dispositive power over these shares.

(90) Patrick Sklodowski has voting and dispositive power over these shares.

(91) Andrew Keethler has voting and dispositive power over these shares.

(92) Paul Bull has voting and dispositive power over these shares.

(93) Michael Kinne has voting and dispositive power over these shares.

(94) Cynthia McEwans Haynes has voting and dispositive power over these shares.

(95) Jeffrey Ramsey has voting and dispositive power over these shares.

(96) Richard Michaud has voting and dispositive power over these shares.

(97) Richard Sojka has voting and dispositive power over these shares.

(98) Maximiliano Rinaldi has voting and dispositive power over these shares.

(99) Darrel Sandall has voting and dispositive power over these shares.

(100) Scott Maddox has voting and dispositive power over these shares.

(101) Hoa Tran has voting and dispositive power over these shares.

(102) Vincent Sier has voting and dispositive power over these shares.

(103) Scott Haugh has voting and dispositive power over these shares.

(104) Stanley Greenberg has voting and dispositive power over these shares.

(105) Sylvan Stoltzfoos has voting and dispositive power over these shares.

(106) Mark Burnworth has voting and dispositive power over these shares.

(107) Judith Hazelett has voting and dispositive power over these shares.

(108) Merl Kinser has voting and dispositive power over these shares.

(109) Dale Roy has voting and dispositive power over these shares.

(110) Mario santos has voting and dispositive power over these shares.

(111) John Whitley has voting and dispositive power over these shares.

(112) John Newhouser has voting and dispositive power over these shares.

(113) Jeffrey Li has voting and dispositive power over these shares.

(114) Andrew Rountree has voting and dispositive power over these shares.

(115) Walter Obrien has voting and dispositive power over these shares.

(116) William Hoefle has voting and dispositive power over these shares.

PLAN OF DISTRIBUTION

We are registering 9,481,123 shares of our common stock covered by this prospectus on behalf of the Selling Securityholders, which includes 5,314,456 shares of our common stock already outstanding and held by the Selling Securityholders and 4,166,667 shares of our common stock issuable upon exercise of outstanding Warrants. We will not receive any proceeds from the sale of any shares by the Selling Securityholders. We will pay the costs and fees of registering our common stock, however, the Selling Securityholders will pay any brokerage commissions, discounts or other expenses relating to the sale of their shares of common stock.

The shares owned by the Selling Securityholders are being registered pursuant to Rule 415 under the Securities Act, which Rule pertains to delayed and continuous offerings and sales of securities. In regard to the Selling Securityholders' shares of common stock offered under Rule 415, we have made certain undertakings in Part II of the registration statement of which this Prospectus is a part pursuant to which, in general, we have committed to keep this Prospectus current during any period in which offers or sales are made pursuant to Rule 415.

The Selling Securityholders anticipate offering and selling the shares of outstanding common stock and the shares underlying the outstanding Warrants at an initial offering price between $8.00 and $12.00 per share. The Selling Securityholders are offering the 9,481,123 shares, assuming an offering price of $10.00 per share (which is the midpoint of the estimated range of the offering price), until our common stock is listed on the Nasdaq Capital Market, and thereafter at prevailing market prices, at varying prices determined at the time of sale, or at negotiated prices. The Selling Securityholders may use any one or more of the following methods when selling securities:

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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.

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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 offered for sale 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, which were subsequently transferred to another person; (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) 416,667 shares of common stock issued by the Company pursuant to the Business Advisory Agreement dated May 16, 2025; (d) the 397,789 shares of common stock issued by the Company pursuant to the Reg CF offering on September 19, 2025 or October 9, 2025; (e) the 3,750,000 shares of common stock issuable upon exercise of the Private Placement Warrants issued pursuant to the Private Placement; and (f) 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 January 30, 2026, we have 19,846,196 shares of common stock issued and outstanding and we have 1,318 registered holders of our shares of common stock. As of January 30, 2026, 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 9,233,226 warrants outstanding to purchase 9,233,226 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.

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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.

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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.

As of January 30, 2026, a total of 10,089,533 of the 19,846,196 shares of common stock outstanding and 1,566,559 of the 9,233,226 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

Holders

As of January 30, 2026, there were approximately 1,318 holders of record of our common stock as reported by our transfer agent, Nevada Agency and Transfer Company.

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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 the University 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 Fiscal Year Ended October 31, 2025 Compared to Period Ended October 31, 2024

Selected Financial Information

The table below discloses selected financial information for the periods indicated.

	Years Ended Oct 31,
	2025	2024	Change
Revenue	nil	nil	nil
Total operating expenses	($3,962,446)	($643,883)	($3,318,563)
Total other income / expenses	$38,889	$172,016	($133,127)
Net Loss	($3,923,557)	($471,867)	($3,451,690)
Weighted average shares	12,642,004	6,733,707	5,908,297
Net loss per share ⁽¹⁾	($0.31)	($0.07)	($0.24)
Total assets	$7,688,711	$533,940	$7,154,771
Total liabilities	$336,018	$438,976	($102,958)
Shareholders' equity	$7,352,693	$94,964	$7,257,729
Working capital	$7,122,395	$6,378	$7,116,017

(1) Basic and fully diluted net loss per share.

Revenues - We did not generate any revenues for the fiscal years ended October 31, 2025, and 2024.

Net Loss - We had a net loss of $3,923,557 for the fiscal year ended October 31, 2025 as compared to a net loss of $471,867 for the fiscal year ended October 31, 2024. The increased loss of $3,451,690 was reflective of the Company's increased business activity during the year ended October 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 year ended October 31, 2025, the Company successfully completed a Regulation Crowdfunding ("Reg CF") and raised $5 million dollars.

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The primary expenses for the fiscal year ended October 31, 2025 (as compared to the fiscal year ended October 31, 2024), included:

Advertising and Promotion: $54,389 (2024 - $10,461) The increase is primarily due to the ongoing development of the Company's digital presence. Work had begun on the Company's digital presence prior to October 31, 2024, but efforts intensified during this year end.

Business Development: $205,470 (2024 - $42,352) The increase was due to the Company beginning to attend conferences worldwide and commencement of an awareness program regarding its patent protected platform.

Consulting: $791,415 (2024 - $19,293) This includes stock-based compensation expensed to third-party consultants and advisors of $173,891 and $0 during the years ended October 31, 2025 and 2024, respectively. The increase is due to an increased engagement of third-party consultants and advisors to assist the Company develop its business and finance strategies, identify global markets, and provide other support services as the Company's general business activity increased.

Management and Directors Salaries and Fees: $2,271,581 (2024 - $273,858) This expense includes fees paid to officers and directors and increased as the Company began to engage individuals and consultants to assist in managing and directing the Company moving forward. A significant amount of this expense ($1,655,767) is non-cash fair valued compensation paid to incentivize the individual's engagement with the company. Noteworthy is that by the year end October 31, 2025, all four senior officers were now employed as employees of the Company.

Professional Fees: $310,875 (2024 - $59,349) consist primarily of 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 reviews and audits for the year ended October 31, 2024 and the nine months ended July 31, 2025.

Research and Development Costs: $272,699 (2024 - $237,729) includes fees paid to consultants and for materials used in the ongoing research and development program of the Company's patented IP. The research and development (R&D) program of the Company involves advancing the Company's core biomaterial technology and building the Company's future product pipeline. R&D activities focus on developing, testing, and expanding the applications of the Company's proprietary collagen-based platform across multiple medical and surgical markets. The increase includes consulting fees, and materials purchased during the year as the research and development program began to take shape and in support of the Company's 510K premarket submission with the FDA.

Other Income / Expenses: During the year ended October 31, 2025, the Company recorded a net total other income of $38,889 (2024 - $172,016). This amount consisted of income earned for a gain on conversion of payables of $43,176 and interest income of $1,731. These amounts were offset by interest expense on the Company's loans payable of $4,949 and a foreign exchange loss of $1,069.

Liquidity and Capital Resources

The following table sets out our cash and working capital as of October 31, 2025 and October 31, 2024:

	As at October 31, 2025	As at October 31, 2024

Cash reserves	$4,808,965	$314,616

Working capital surplus (deficit)	$7,122,395	$6,378

At October 31, 2025, we had cash and cash equivalents of $4,808,965, 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 fiscal year ended October 31, 2025. Additionally, as at October 31, 2025, the Company had Share Subscription Receivables of $2,000,000 cash that was deposited into the Company's bank account on November 5, 2025.

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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. Due to this, there is substantial doubt about the Company's ability to continue as a going concern. 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.

	Cash Flows
	Year Ended October 31,
	2025	2024	Change
Net cash used in operating activities	($1,669,975)	($225,439)	($1,444,536)
Net cash used in investing activities	($89,994)	Nil	($89,994)
Net cash provided by financing activities	$6,283,384	$534,637	$5,748,747

Cash Used in Operating Activities

Cash used in operating activities during the year ended October 31, 2025, was $1,669,975 (2024 - $225,439). This change was driven primarily by the net loss of $3,923,557 (2024 - loss of $471,867), which was offset by $2,155,994 (2024 - negative $176,143) in non-cash items. Of this total non-cash items, $2,181,920 (2024 - 7,008) represents equity issuances for services provided.

Cash Used in Investing Activities

Cash used in investing activities during the year ended October 31, 2025, was $89,994 (2024 - $nil). The change was primarily driven by a loan of $71,326 (2024 - $nil) to a private company that the Company had considered as a potential acquisition. The remaining $18,668 (2024 - $nil) represents the costs for the purchase of primarily computer equipment.

Cash Provided by Financing Activities

Cash from financing activities during the year ended October 31, 2025, was $6,283,384 (2024- $534,637). The increase in cash from financing activities is driven by multiple private placements, both brokered and non-brokered, that were closed during the year ended October 31, 2025, resulting in proceeds received, net of issuance costs, of $6,423,957 (2024 - $531,000). Reductions in the cash from the financing activities, include repayment of the loan to the University of $94,206 (2024 - $nil) and a shareholder's loan of $4,190 (2024 - loan from shareholder $3,637). An additional $42,177 (2024 - $nil) in cash was used toward offering costs for future offerings.

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 $9 million during the fiscal year ended October 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.

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	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 November 1, 2025, the Company granted 10,000 stock options to a new employee with an exercise price of $2.30 per share, vesting 12 months from the effective date of the employment agreement and expiring 5 years from the grant date.

On November 4, 2025, the Company and a former director reached a separation agreement wherein a one-time lump sum payment of $50,000 was paid to the company of which the former Director 1 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.

On November 5, 2025, the Company received $2,000,000 that had been previously held in trust in settlement of the Share Subscription Receivable as at October 31, 2025.

On November 12, 2025, the Company issued 87,956 shares of common stock at a price of $2.30 per share for gross proceeds of $202,299 pursuant to a non-brokered private placement.

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. From November 1, 2025 to January 30, 2026, a total of $428,556 had been received by the Company representing a total number of shares to be issued of 563,573 common shares and new warrants issued of 563,573.

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 this warrant exercise.

On January 9, 2026, the Company entered into a two-year agreement with a consultant to provide marketing expertise related to brand awareness, market influence and the Company's overall marketing strategy. The consultant will be paid quarterly the equivalent of $10,000, in either cash or common shares of the Company, at the discretion of the consultant. The calculation of the amount of common shares of the Company to be issued will be based on the most recent financing common share price if the Company is private at the time, and if the Company is publicly traded on a recognized North American stock exchange, then the calculation will be based on the 20 day volume weighted average pricing immediately prior to the payment date. In addition, at the end of each year of the initial term of the agreement and second term, if the agreement is extended, the consultant shall be granted 50,000 common shares of the Company.

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On January 26, 2026, the Company issued 352,174 shares of common stock at a price of $2.30 per share for gross proceeds of $810,000 pursuant to a non-brokered private placement.

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 no more than three months. There are no cash equivalents as of October 31, 2025 or 2024. At times, the Company's cash balance exceeds the federally insured limits. The total uninsured cash and cash equivalents balance as of October 31, 2025 and 2024, were $4,554,887 and $214,616, respectively.

Restricted Cash

Restricted Cash equaling $25,155 represents funds held in a guaranteed investment certificate as collateral for the credit cards issued to the Company.

Deferred Offering Costs

The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, Expenses of Offering. ASC 340-10-S99-1 states that specific incremental costs directly attributable to a proposed or actual offering of equity securities incurred prior to the effective date of the offering may be deferred and charged against the gross proceeds of the offering when the offering occurs. As of October 31, 2025, the Company capitalized deferred offering costs of $42,177 related to private placements.

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, 2025 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).

Assets and liabilities recorded in the balance sheets at fair value are categorized based on a hierarchy of inputs, as follows:

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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, 2025 or October 31, 2024.

Advertising Expenses

Advertising expenses for the years ended October 31, 2025 and 2024 were $54,389 and $10,461, 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 years ended October 31, 2025 and 2024 were $272,699 and $237,729, 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.

The fair value of shares issued for services was determined based on 409A valuations.

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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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.

Potentially dilutive securities, which are not included in diluted weighted average shares outstanding for the years ended October 31, 2025 and 2024, consist of the following (in common stock equivalents):

	October 31, 2025	October 31, 2024
Warrants	8,733,226	796,559
Options	675,000	-

Basic EPS as calculated in these accompanying financial statements have included the potential dilutive effect of the weighted average of vested penny warrants outstanding. Therefore, 1,000,000 penny warrants have been excluded in the total anti-dilutive warrants as disclosed in the table above.

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, 2025 or 2024

Related Parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence

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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 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures," which requires public business entities to disclose consistent categories and greater disaggregation of information in the rate reconciliation and for income taxes paid. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The guidance is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted. The accounting pronouncement is not expected to have a material impact on the Company's related disclosures.

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.

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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 an early-stage medical technology company developing a CXU^TMas a single, patented device candidate that we believe may support multiple potential product opportunities over time. Our strategy is to advance a common, patented device foundation and subject to further development and regulatory requirements, evaluate additional indications and use settings using related product configurations. We intend to pursue a staged approach-developing manufacturing and quality capabilities around the core formula for our device and, if regulatory authorizations are obtained, expanding commercialization by indication and clinical application, including potential uses in wound care, aesthetics, dentistry, and biomaterials. CXU™ as a device candidate is regulated as a medical device in the United States.

One Technology, multiple markets:

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Wound Care (acute & burns) ($2.6B) ^[1] and Dental ($4.2B) ^[3] - In-situ, optimized liquid ECM scaffold, fills irregular wound geometry, supports faster, higher-quality closure, and simplifies bedside use
Veterinary Care ($1.6B) ^[2]- Same CXU^TM device architecture, translates to animal trauma/surgical healing with predictable handling.
3D Bio-printed Tissue ($1.6B) ^[4] - Works as a printable dermal tissue ink, for personalized natural tissue constructs like implants and grafts that could integrate seamlessly and potentially regenerate a patient's own tissue.
Medical Aesthetics ($11.0B) ^[5] - Regenerative filler approach for natural outcomes and all-natural cross linking formula, with large volume contouring potential.

Our strategy is to evaluate whether a single underlying technology can support multiple potential device candidates and, if successful, may allow us to pursue opportunities across several end markets; any such opportunities would depend on further development, demonstrated safety and performance, and applicable regulatory authorizations.

About Conexeu Sciences Inc.

Conexeu is an early-stage medical technology company, focused on developing regenerative biomaterials that address significant needs in wound care, dentistry, and aesthetics. We seek to provide physicians with device-based solutions that improve healing, restore soft tissue, and enhance patient outcomes across multiple clinical settings.

Built around patented IP, our core device candidate, CXU™, is a temperature-responsive ECM scaffold formulation intended to transition in-situ to a gel-like ECM within approximately minutes ("Ten-Minute Tissue™"). The scaffold is being evaluated in preclinical studies for its ability to support tissue integration processes, including cellular infiltration and vascularization, and organized tissue regeneration.

We intend to assess whether this single, collagen-based technology can serve as a common foundation for multiple potential device candidates across different indications and care settings; including wound care, dentistry, veterinary applications, aesthetics, and 3D tissue constructs. Any expansion beyond an initial indication would be subject to additional development, demonstrated safety and performance, and applicable regulatory authorizations.

Conexeu intends to target 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 regulatory controls can create a strong operational 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 intends to advance its regulatory roadmap, expand manufacturing readiness, and progress preclinical work to enable future regulatory submissions that could accelerate market access and scale.

CAUTION: CXU™ IS A DEVICE CANDIDATE IN PRECLINICAL DEVELOPMENT AND IS NOT CLEARED OR APPROVED FOR MARKETING IN THE UNITED STATES OR ANY OTHER JURISDICTION.

________________________________________

^[1] https://media.market.us/wound-care-devices-market-news

^[2] https://www.marketresearch.com/VPA-Research-v4245/Animal-Wound-Care-Size-Share-42060937

^[3] https://www.thebusinessresearchcompany.com/report/periodontal-market?

^[4] https://www.grandviewresearch.com/industry-analysis/3d-bioprinting-market
^[5] https://www.grandviewresearch.com/industry-analysis/us-aesthetic-injectable-market-report

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Competitive Strengths

1. Proprietary Regenerative Platform with Multi-Market Scope

Our CXU™ scaffold device candidate is a temperature-responsive ECM formulation that is intended to transition in situ to a gel-like scaffold at body temperature. We are evaluating whether this same underlying technology can support multiple potential device candidates over time, including in wound care, aesthetics, and research-use applications such as 3D bioprinting, subject to further development and applicable regulatory authorizations.

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 pilot studies, the CXU™ scaffold has demonstrated wound-healing performance that we believe is favorable relative to certain comparator devices, including observations consistent with reduced scarring and contracture and improved tissue quality; these findings are preliminary, derived from non-clinical models, and may not be predictive of clinical outcomes.

4. Regulatory Path

Our near-term development strategy is intended to prioritize device indications for which we currently anticipate seeking FDA clearance through the 510(k) pathway, while we expect that certain aesthetic indications, if pursued, may require a longer and more resource-intensive regulatory process, potentially including premarket approval (PMA), depending on the FDA's classification and regulatory determinations.

5. Advantage in Medical Aesthetics Injectables.

Our CXU™ device candidate is a collagen-based injectable scaffold in preclinical development that is designed to avoid hyaluronic acid ("HA") and HA-related crosslinking agents. We believe our development timeline may provide an earlier entry opportunity relative to certain potential competitors; however, we have not obtained regulatory clearance or approval, and our ability to compete and gain market share will depend on further development, demonstrated safety and performance, regulatory outcomes, and market adoption.

6. Large-Volume Body Aesthetics Opportunity

Certain current approaches to breast and buttock augmentation, including fat grafting and implants, are surgical procedures that may involve higher cost, variability in outcomes, and procedure-related risks. We are conducting preclinical research to evaluate whether our collagen-based injectable scaffold could be developed for larger-volume aesthetic applications; however, we have not obtained regulatory clearance or approval for any aesthetic indication, and any potential market opportunity remains uncertain and subject to further development, clinical evidence, and applicable regulatory authorizations.

7. GLP-1 (Ozempic^®) Expanding Demand

GLP-1 therapies such as Ozempic^® and Wegovy^®, Mounjaro^® are accelerating demand ^[1] for restorative aesthetics, in medical aesthetics with tens of millions of prescriptions expected globally by 2029 ^[2] Patients frequently report facial hollowing due to tissue loss and skin laxity following rapid weight loss. We are conducting research using CXU^TM as regenerative, volume-restoring injectable, and the potential for use in medical aesthetic applications to address these unmet needs. These concepts are at an early stage, we have not obtained FDA clearance or approval for any injectable use, and the FDA has not determined the classification or regulatory pathway for any such application.

________________________________________

[1] 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.

[2] GLP-1s are boosting demand for medical aesthetics: https://www.mckinsey.com/industries/life-sciences/our-insights/glp-1s-are-boosting-demand-for-medical-aesthetics

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8. 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.

9. Strong Scientific Validation

Our CXU™ scaffold technology has been the subject of approximately 10 years of academic development and is supported by 11 peer-reviewed publications. Including work led and co-authored by our founders, Dr. Claudia Chavez-Munoz, M.D., Ph.D., who was involved in the technology's and is a co-author of 2 peer-reviewed publications. ^[1][2]

In preclinical studies, the scaffold has been evaluated for its ability to provide an ECM-like environment associated with cellular infiltration and vascularization and with observations consistent with organized tissue remodeling and a low inflammatory response. These findings are derived from non-clinical models and may not be predictive of clinical outcomes.^{[1][2][3][4][5]}

10. 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 Scientific Officer, Dr. Claudia Chavez-Munoz, M.D., Ph.D., has been involved with the CXU™ device candidate since its inception and has more than a decade of experience with the underlying material, including co-authoring published research on the material. ^[1][3] 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®.

11. 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,^[6] and the >$1.3 billion acquisition by Coloplast for Kerecis fish-skin graft business. ^[7] With multiple indications under development, we believe Conexeu is positioned for strategic partnering or acquisition interest.

^{________________________________________
[1]} Acta Biomaterialia (2011) "A novel hydrogel-collagen composite improves functionality of an injectable extracellular matrix"

https://conexeu.com/wp-content/uploads/2025/04/Acta-Biomaterialia-2011-A-novel-hydrogel-collagen-composite-improves-functionality-of-an-injectable.pdf

^[2] Canadian Journal of Diabetes (2013) "Embedding Islet in a Liquid Scaffold Increases Islet Viability and Function"

https://conexeu.com/wp-content/uploads/2025/05/Canadian-Journal-of-Diabetes-2013-Embedding-Islet-in-a-Liquid-Scaffold-Increases-Islet-Viability-and-Function.pdf

^[3] Tissue Engineering Part A (2015) "An In-Situ Forming Skin Substitute Improves Healing Outcome in a Hypertrophic Scar Model

https://conexeu.com/wp-content/uploads/2025/05/Tissue-Engineering-Part-A-2015-An-In-Situ-Forming-Skin-Substitute-Improves-Healing.pdf

^[4] Biomedical Materials (2016) "Polyvinyl alcohol-graft-polyethylene glycol hydrogels improve utility and biofunctionality of injectable collagen biomaterials"

https://conexeu.com/wp-content/uploads/2025/05/Biomedical-Materials-2016-Polyvinyl-alcohol-graft-polyethylene-glycol.pdf

^[5] Journal of Burn Care & Research (2019) Annual Meeting Abstract/Poster "Liquid Dermal Scaffold With Adipose-Derived Stem Cells Improve Tissue Quality in a Murine Model of Impaired Wound Healing"

https://conexeu.com/wp-content/uploads/2025/05/Journal-of-Burn-Care-and-Research-2019-Liquid-Dermal-Scaffold-With-Adipose-Derived-Stem-Cells.pdf

^[6^] 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.

^[7] 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.

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12. Multi-Billion-Dollar Addressable Market Opportunity

Our target addressable markets include injectable fillers (>$11 billion), ^[8] and wound care (> $2.6 billion). ^[9] Each vertical could independently support billion-dollar enterprises, providing diversification

Company Strategy

Conexeu is intending to build a durable, multi-vertical business centered on its CXU^TM ECM device candidate. If the scaffold is regulated as a medical device in the United States, the company will focus commercialization in wound care applications, where clinical need and market access are most favorable. The Company may develop applications in aesthetics and 3D-printed constructs as longer-term potential opportunities. This approach may allow 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) and we currently anticipate pursuing clearance through the FDA's 510(k) pathway as a Class II medical device, with potential applications in wound repair and burns as an initial focus. The FDA, however, has not made any determination regarding classification or regulatory pathway for our device candidate, and the FDA may classify the product differently; (ii) scaling manufacturing through staged GMP readiness for finished devices; (iii) generating targeted clinical evidence with leading specialists to validate outcomes. Execution will be based on strong process controls, quality systems, and IP protection to ensure reliability and defensibility, and subject to all and regulatory reviews and approvals.

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 CXU^TM device candidate is an extra cellular matrix (ECM) scaffold can be applied as a liquid at room temperature, then gels quickly in the body to form tissue a scaffold framework. Early pre-clinical testing suggests ease of application and support for cellular ingrowth and endogenous protein synthesis for long-term structural stability [9] in wound healing.

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.

Medical Aesthetics

We are conducting a staged, preclinical research program to evaluate potential aesthetic applications of our CXU™ device candidate, initially focusing on small-volume facial indications and, over time, exploring larger-volume applications such as body contouring and volume restoration; this work is expected to progress through animal and other feasibility studies and subsequent regulatory engagement. We have not obtained FDA clearance or approval for any aesthetic indication.

^{________________________________________
[8}^] Aesthetic Injectable Market (2024 - 2030), online: grandviewresearch.com/industry-analysis/aesthetic-injectable-market-report.

^[^9] 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.

[9] 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.

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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 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, regulatory approvals, 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 CXU™ scaffold has evolved over a decade of rigorous research and development ("R&D") at the University. The development includes graduate research at the University focused on an in-situ forming scaffold for wound repair. The technology was subsequently advanced at the University and disseminated through peer-reviewed publications that describe the underlying material concepts and preclinical investigations.^[1][2]

The research path demonstrates the transition from lab to patented technology.

The Company's research has been included in numerous peer-reviewed publications, including:

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^[1] Tissue Engineering Part A (2015) "An In-Situ Forming Skin Substitute Improves Healing Outcome in a Hypertrophic Scar Model"
^[2] https://conexeu.com/wp-content/uploads/2025/05/Tissue-Engineering-Part-A-2015-An-In-Situ-Forming-Skin-Substitute-Improves-Healing.pdf

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(i) Hartwell R., Leung V., Chavez-Munoz C., et al., A novel hydrogel-collagen composite improves functionality of an injectable ECM. Acta Biomaterialia (2011) 7; 3060-3069.

(ii) 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.

(iii) 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.

(iv) 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.

(v) 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.

(vi) 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.

(vii) 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.

(viii) 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.

(ix) 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.

(x) Alnojeidi H., Kilani RT., Ghahary A. Evaluating the biocompatibility of an injectable wound matrix in a murine model. Gels (2022) 8,49.

(xi) Amiri N., Ghaffari S., Hassanpour I., et al., Antibacterial thermosensitive silver-hydrogel nanocomposite improves would healing. Gels (2023) 9,542.

All peer-reviewed publications relating to the CXU™ technology were generated and published through the University's research program, and the Company did not fund the published research described in these papers.

Intellectual Property

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Jurisdiction	Patent No.	Grant Date (Expiry Date)	Technology	Claim Type
United States	10,865,811	December 2020 (February 2036)	ECM scaffold technology	Composition; method of preparing the composition
European Union	3,253,417	June 2023 (February 2036)	ECM scaffold technology	Composition; method of preparing the composition; use of a composition
Australia	2016214910	January 2022 (February 2036)	ECM scaffold technology	Composition; method of preparing the composition
Japan	6,937,696	September 2021 (February 2036)	ECM scaffold technology	Composition; method of preparing the composition
Canada	2,974,209	Pending (February 2036)	ECM scaffold technology	Composition; method of preparing the composition; product; use

Our Technology and Products

Conexeu was established to acquire and develop the patented device candidate, CXU^TM an extra cellar matrix scaffold, an ECM technology designed to support a natural regenerative processes. In wound care, the CXU™ scaffold device candidate has demonstrated wound-healing performance in preclinical pilot studies ^{[1][2][3][4][5][6][7][8]}that we believe is favorable relative to certain comparator devices, including observations consistent with reduced scarring and contracture and improved tissue quality;^[6] these findings are preliminary, derived from non-clinical models, and may not be predictive of clinical outcomes. The scaffold is formulated as a liquid intended to conform to irregular wound geometries prior to transitioning at body temperature to a scaffold, and we are evaluating potential applications in acute wounds, burns, and complex wound presentations, including tunneling and dehiscent wounds.

Conexeu Sciences Inc. S-1/A