Lunai Bioworks Inc. SEC filings document material events, capital-structure actions, governance matters and operating disclosures for an AI-driven life sciences issuer. Form 8-K reports cover material agreements, private placements of common stock and warrants, preferred equity-related transactions, Nasdaq listing compliance notices, and liquidity-preservation actions.
The filing record also includes proxy materials for stockholder voting matters, including a reverse stock split proposal and meeting adjournment authority. Other disclosures describe the completed acquisition of a multi-jurisdictional CNS patent portfolio through Lunai Bioworks IP, risk-factor references, registered common stock information, and governance procedures tied to special meetings and corporate approvals.
Upon effectiveness, Lunai Bioworks Inc. will deregister all securities remaining unsold under its Form S-3, which originally registered common stock, warrants and units with an aggregate initial offering price of up to $200,000,000.
The company terminated all offerings under the registration statement. Its ATM Sales Agreement with Dawson James Securities, Inc. ended effective October 16, 2026, and no further sales will be made under that agreement. Upon effectiveness of the amendment, no further offers or sales will be made under the registration statement.
Lunai Bioworks Inc. received a Nasdaq determination on October 21, 2026, that it no longer met the $2.5 million stockholders’ equity requirement; its Form 10-K reported a stockholders’ deficit of $9,024,946 for the fiscal year ended June 30, 2026. Nasdaq also determined it did not meet the alternative continued-listing standards. The company will not request a hearing and expects Nasdaq trading suspension on October 30, 2026. Its board approved voluntary withdrawal; delisting is expected on or about November 12, 2026. Lunai does not intend to arrange OTC quotation and cannot assure that a trading market will exist after Nasdaq trading is suspended.
CFO Nathen Fuentes and director Douglas W. Calder resigned effective October 22, 2026. No successor CFO or interim principal financial officer had been appointed as of the report, and Lunai is evaluating third-party support for accounting and financial reporting. The resignations left the audit committee with two members against a three-member minimum and the compensation committee with one member against a two-independent-member minimum. Lunai also terminated its ATM Sales Agreement on October 16 and deregistered unsold securities under specified Form S-8 and Form S-3 registrations.
Lunai Bioworks Inc. reporting person William Anderson Wittekind reports beneficial ownership of 226,665 common shares, equal to 4.5% of the 5,034,452 shares outstanding as of October 13, 2026. The amendment states that he no longer owns more than 5% of the class.
His sole voting and dispositive power covers 70,083 shares, while shared voting and dispositive power covers 156,582 shares. The sole-power amount includes shares owned directly, through Weird Science LLC, and through four trusts for which Wittekind is sole trustee. Shared-power holdings include shares held jointly and shares over which he has voting and dispositive authority through a power of attorney.
Lunai Bioworks Inc. (LNAI) reported $51,992 in service revenue for the year ended June 30, 2026, compared with none in 2025, and a net loss of $3,562,479 versus $178,007,489. The 2025 results included $170,419,429 of goodwill impairment. In 2026, the company recorded a $12,019,227 gain on the bankruptcy of a subsidiary and a $7,415,708 loss on extinguishment of debt. Operating activities used $5,288,197 in cash, while financing activities provided $6,391,458; cash and cash equivalents were $1,713,653 at June 30, 2026.
On May 1, 2026, Lunai acquired Neurobridge IP Holdings for Series B Convertible Preferred Stock valued at $1.84 million. Its rights to the N2B platform are limited to biodefense medical countermeasures and Alzheimer’s disease. Lunai reported substantial doubt about its ability to continue as a going concern. As of October 13, 2026, it had less than one month of available cash resources under its current operating plan and said additional financing was needed to fund near-term operations. The company reported a working capital deficit of $16,874,093 at June 30, 2026.
Lunai Bioworks Inc. (LNAI) said it cannot file its fiscal 2026 Form 10-K within the prescribed period without unreasonable effort or expense and anticipates filing it on or before the fifteenth calendar day following the prescribed due date.
The company preliminarily estimates a net loss of approximately $3.2 million for the fiscal year ended June 30, 2026, compared with approximately $178.0 million for the fiscal year ended June 30, 2025. It attributes the anticipated decrease principally to the absence of a fiscal 2026 goodwill impairment charge recorded at approximately $170.4 million in fiscal 2025, a $10.4 million decrease in general and administrative expenses following restructuring, and a $12.0 million gain upon GEDi Cube B.V.'s deconsolidation following its bankruptcy. Offsetting items include a $7.4 million loss on extinguishment of debt, a $0.832 million long-lived-asset impairment, and a less favorable year-over-year contingent-consideration fair-value change of approximately $11.1 million. The estimates are preliminary and unaudited, subject to completion of financial closing procedures and the independent audit; actual results may differ materially.
Lunai Bioworks Inc. has a significant shareholder group led by Hans Christian Hansen and two Denmark private limited liability companies, Hansen5751H ApS and Hansen5751V ApS. Together, these reporting persons may be deemed to beneficially own 426,650 shares of Lunai Bioworks common stock.
The filing states this position represents approximately 9.41% of the 4,533,890 shares outstanding as of May 22, 2026, based on figures disclosed by the company. All 426,650 shares are reported with shared voting and dispositive power, and none with sole voting or dispositive power, reflecting coordinated ownership among Mr. Hansen and the two ApS entities.
Lunai Bioworks, Inc. has regained compliance with Nasdaq’s minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2), which calls for a bid price of at least $1.00 per share. Nasdaq confirmed that Lunai met the conditions set by a Nasdaq Hearings Panel in prior decision and extension letters.
The company will now be subject to a mandatory one-year monitoring period under Nasdaq Listing Rule 5815(d)(4)(B). If Lunai again falls out of compliance with the bid price rule during this period, Nasdaq staff would issue a delist determination without granting additional cure time, although Lunai could request a new hearing to stay any suspension or delisting while that process concludes.